SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended September 30, 1995
Commission File Number 33-19584
INTERNATIONAL CRYOGENIC SYSTEMS CORPORATION
(Exact name of registrant as specified in its charter)
Nevada 23-258270
(State of Incorporation) (IRS Employer Identification No.)
6626 Topper Parkway
San Antonio, Texas 78233 210-654-1212
(Address of principal executive offices) (Registrant's telephone number)
Securities registered pursuant to Sections 12(b) of the Act: NONE
Securities registered pursuant to Sections 12(g) of the Act: NONE
Common Stock, $0.001 Par Value OTC Bulletin Board
Indicate by check mark whether the registrant (1) has filed all reports required
by Section 13 or 15(d) of the Securities and Exchange Act of 1934 during the
preceding 12 months and (2) has been subject to such filing requirements for the
past 90 days. Yes X NO .
----- -----
As of September 30, 1995, 5,361,234 Common Shares were outstanding, and the
aggregate market value of such shares held by non-affiliates was approximately
$3,473,085.
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INTERNATIONAL CRYOGENIC SYSTEMS CORPORATION
AND SUBSIDIARIES
INDEX
PART I. FINANCIAL INFORMATION Page
Item 1: Financial Statements (Unaudited)
Consolidated Statement of Financial Position at
September 30, 1995 and December 31, 1994. 3
Consolidated Statement of Operations for Three and Nine
Month Periods Ended September 30, 1995 and September 30,1994. 4
Consolidated Statement of Changes in Stockholders' Equity
for Three Month Periods September 30, 1994 and September 30, 1995. 5
Consolidated Statement of Cash Flows for Three and Nine Month
Periods Ended September 30, 1995 and September 30, 1994. 6
Notes to Consolidated Financial Statements at September 30, 1995. 7
Item 2: Management's Discussion and Analysis of 8
Financial Condition and Results of Operations.
PART II. OTHER INFORMATION 12
Item 1. Legal Proceedings.
Item 2. Changes in Securities.
Item 3. Defaults Upon Senior Securities.
Item 4. Submission of Matters to a Vote of Security Holders.
Item 5. Other Information.
Item 6. Exhibits and Reports on Form 8-K.
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<TABLE>
<CAPTION>
INTERNATIONAL CRYOGENIC SYSTEMS CORP. STATEMENT OF FINANCIAL POSITION
AT SEPTEMBER 30,1995
UNAUDITED AND DECEMBER 31, 1994
- --------------------------------------------------------------------------------------------------
ASSETS
SEPTEMBER 30, DECEMBER 31,
1995 1994
---- ----
<S> <C> <C>
CURRENT ASSETS
Cash $66,795 $26
Accounts Receivable, Net of allowance
for doubtful accounts of $5,000. 262,746
Inventory 33,888
Stock Subscription Receivable 7,500 140,000
Refundable Deposits 11,258
Prepaid Expenses 21,646
----------- ----------
Total Current Assets 403,833 140,026
----------- ----------
EQUIPMENT
Net of Accumulated Depreciation of $19,141 151,027
-----------
OTHER ASSETS
Patent Rights and Related Technology 1,551,765 726,572
Organization Costs, Net of Accumulated
Amortization of $18,734 106,612
Excess of Cost Over Book Value
of Subsidiaries 457,103
----------- ----------
Total Other Assets 2,115,480 726,572
----------- ----------
TOTAL ASSETS $2,670,340 $866,598
=========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable $326,714 $99,409
Deferred Fees 83,000
Interest Payable 8,854
Wages Payable 2,583
Payroll Taxes Payable 1,424
Loans Payable 50,000
----------- ----------
Total Current Liabilities 472,575 99,409
----------- ----------
STOCKHOLDERS' EQUITY
Common Stock - 200,000,000 shares
authorized, $.001 Par Value, 3,682,234
shares issued and outstanding at December 31,
1994, and 5,361,234 shares issued and
outstanding at September 30, 1995 5,360 3,681
Additional paid-in capital 3,599,082 1,849,753
Accumulated Deficit (1,406,677) (1,086,245)
----------- ----------
Total Stockholders' Equity 2,197,765 767,189
----------- ----------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $2,670,340 $866,598
=========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
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<TABLE>
<CAPTION>
INTERNATIONAL CRYOGENIC SYSTEMS CORP. STATEMENT OF OPERATIONS FOR THE THREE AND
NINE MONTH PERIODS ENDED SEPTEMBER 30, 1995
UNAUDITED AND SEPTEMBER 30, 1994.
- --------------------------------------------------------------------------------------------------------
THREE MONTHS ENDED NINE MONTHS ENDED
SEPT. 30, SEPT. 30, SEPT. 30, SEPT. 30,
1995 1994 1995 1994
<S> <C> <C> <C> <C>
SALES $738,703 $0 $3,300,354 $0
---------- ---------- ----------- ----------
COST OF SALES 539,253 2,655,950
---------- -----------
GROSS PROFIT 199,450 644,404
---------- -----------
GENERAL AND ADMINISTRATION EXPENSES 327,686 13,305 972,400 95,376
---------- ---------- ----------- ----------
(LOSS) FROM OPERATIONS (128,236) (13,305) (327,996) (95,376)
OTHER INCOME - INTEREST 44 2,566
---------- ---------- ----------- ----------
NET (LOSS) ($128,192) ($13,305) ($325,430) ($95,376)
========== ========== =========== ==========
NET ( LOSS) PER SHARE ($0.02) (NIL) ($0.06) ($0.03)
========== ========== =========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
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<TABLE>
<CAPTION>
INTERNATIONAL CRYOGENIC SYSTEMS CORP. STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE THREE MONTH PERIODS ENDED
UNAUDITED SEPTEMBER 30, 1994 AND SEPTEMBER 30, 1995.
- --------------------------------------------------------------------------------------------------------------
ADDITIONAL
COMMON STOCK PAID-IN ACCUMULATED
STOCK AMOUNT CAPITAL (DEFICIT) TOTAL
---------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balances At July 1, 1994 3,517,234 $3,516 $1,658,918 ($923,036) $739,398
Common Stock Issued For Consulting Services
at $1.00 Per Share 13,000 13 12,987 13,000
Net (Loss) For The Three Month Period
Ended June 30, 1994 (13,305) (13,305)
---------- ----------- ----------- ----------- ----------
Balances At September 30, 1994 3,530,234 $3,529 $1,671,905 ($936,341) $739,093
========== =========== =========== =========== ==========
Balances At July 1, 1995 4,453,234 $4,452 $2,699,982 ($1,278,485) $1,425,949
Common Stock Issued For Acquisition of Nauticon 900,000 900 899,100 900,000
Common Stock For Cash - Excercise Stock Option 8,000 8 8
Net (Loss) For The Three Month Period
Ended september 30, 1995 (128,192) ($128,192)
---------- ----------- ----------- ----------- ----------
Balances At September 30, 1995 5,361,234 $5,360 $3,599,082 ($1,406,677) $2,197,765
========== =========== =========== =========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
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<TABLE>
<CAPTION>
INTERNATIONAL CRYOGENIC SYSTEMS CORP. STATEMENT OF CASH FLOWS FOR THE THREE AND
NINE MONTH PERIODS ENDED SEPTEMBER 30, 1995
UNAUDITED AND SEPTEMBER 30, 1994.
- ---------------------------------------------------------------------------------------------------------
THREE MONTHS ENDED NINE MONTHS ENDED
SEPT. 30, SEPT. 30, SEPT. 30, SEPT. 30,
1995 1994 1995 1994
---------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
CASH FLOWS FROM INVESTING ACTIVITIES
Net (Loss) ($128,192) ($13,305) ($325,430) ($95,376)
Add Items Not Requiring The Use of Cash
Depreciation and Amortization 6,066 12,125
Issuance of Stock for Services 13,000 75,761
(Increase) Decrease in Accounts Receivable 54,752 (85,720)
(Increase) Decrease in Inventory 89,376 (33,888)
(Increase) in Refundable Deposits (11,258) (11,258)
(Increase) in Prepaid Expense (20,341) (21,646)
Increase (Decrease) in Accounts Payable (154,008) (1,526) 227,305 (3,209)
Increase in Deferred Fees 83,000 83,000
Increase in Interest Payable 8,854 8,854
Increase in Wages Payable 2,583 2,583
Increase in Payroll Taxes Payable 1,424 1,424
---------- ---------- ----------- ----------
NET CASH USED FROM INVESTING ACTIVITIES (67,744) (1,831) (142,651) (22,824)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of Equipment and Related Technologies (85,845) (145,597)
---------- ---------- ----------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Prceeds From Sale of Stock Stock 8 420,000
Decrease in Advance From Officers (56,851)
Proceeds From Notes Payable 40,000 40,000
Payments on Notes Payable (48,132)
---------- ---------- ----------- ----------
NET CASH PROVIDED FROM
INVESTMENT ACTIVITIES 40,008 355,017
---------- ---------- ----------- ----------
NET INCREASE (DECREASE) IN CASH (113,581) (1,831) 66,769 (22,824)
CASH AT BEGINNING OF PERIOD 180,376 1,878 26 22,871
---------- ---------- ----------- ----------
CASH AT END OF PERIOD $66,795 $47 $66,795 $47
========== ========== =========== ==========
SUPPLEMENTAL NON-CASH FINANCING ACTIVITIES
Common Stock Issued From Acquisition $900,000 $900,000
========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
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INTERNATIONAL CRYOGENIC SYSTEMS CORP. NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS AT
UNAUDITED SEPTEMBER 30, 1995
- --------------------------------------------------------------------------------
The condensed consolidated financial statements of International Cryogenic
Systems Corporation included herein have been prepared without audit, pursuant
to the rules and regulations of the Securities and Exchange Commission.
Although, certain information normally included in financial statements prepared
in accordance with generally accepted accounting principles has been condensed
or omitted, International Cryogenic Systems Corporation believes that the
disclosures are adequate to make the information presented not misleading. The
condensed consolidated financial statements should be read in conjunction with
the financial statements and notes thereto included in International Cryogenic
Systems Corporation's annual report on Form 10-K for the fiscal year ended
December 31, 1994.
The condensed consolidated financial statements included herein reflect all
normal recurring adjustments that, in the opinion of the management, are
necessary for a fair presentation. The results for the interim periods are not
necessarily indicative of trends or of results to be expected for a full year.
The accompanying notes are an integral part of these financial statements.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
General
International Cryogenic Systems Corporation (ICSC) and its related companies
design, engineer, manufacture, market and support industrial refrigeration and
freezing systems for use world-wide. The Company develops and produces the most
advanced, cost-effective and environmentally safe "quick freeze" system in the
industry and innovative packaged industrial refrigeration products.
ICSC is continually seeking related acquisitions and joint venture partners that
will compliment its line of business and support its growth and goals. ICSC is
also forming national and international alliances and distribution centers with
agents, distributors and synergistic companies to build a comprehensive industry
wide refrigeration and freezer company.
In January 1995, ICSC acquired three related companies in the refrigeration
business in a stock exchange transaction. The Company acquired l00% of the stock
of the three companies in exchange for 487,500 shares of its common stock. These
entities will operate under RealCold Systems, Inc. (RCS), as wholly owned
subsidiaries of ICSC. The three companies offer unique and new innovative
products, which compliments and secures ICSC's position in the freezer industry.
Technicold Services, Inc. (TSI) offers consulting engineering services,
including process safety management compliance and ammonia refrigeration and
carbon dioxide system design. TSI also provides operation, maintenance and
safety seminars for ammonia refrigeration technicians and supervisors. Jordan
Vessel Corporation (JVC) offers industrial refrigeration system components such
as liquid recirculating packages and refrigeration system vessels of all types.
RealCold Maintenance Systems, Inc. (RCM) designs and produces unique products
for the refrigeration industry. RealCold Systems also publishes a quarterly
newsletter, COLD TALK, which reaches over (1600) refrigeration technicians in
the industry.
RealCold Systems and the related companies manufactures packaged refrigeration
systems for both ICSC's cryogenic freezer systems and other industrial users.
Custom innovative industrial refrigeration products include the following:
ammonia recovery and recycling system, non-chemical water treating systems,
liquid recirculating packages, and refrigeration system vessels. RealCold
Systems will also offer unique automated ice systems which produce low cost
block and sized ice.
In July 1995, the Company announced that RealCold Systems Inc., a wholly owned
subsidiary of ICSC, signed a Joint Cooperative Agreement with The Wittemann
Company, a wholly owned subsidiary of Dover Corp. (NYSE - DOV), for the
manufacture and marketing of merchant carbon dioxide plants and refrigeration
products. Wittemann is the world's leading manufacturer of carbon dioxide
systems and refrigeration accessories employed by brewers and other fermentation
processors. Wittemann has carbon dioxide systems operating in almost every
country in the world. The cooperative agreement combines the technical expertise
and experience of RealCold with the worldwide marketing of Wittemann. This
industry combination of technology, sales and manufacturing experience is
unsurpassed and should provide an effective and cost efficient entry for this
worldwide market. The venture should prove very successful for all related
companies and their respective products. Look for many new and innovative ideas
from this venture.
In a stock exchange transaction, in August 1995, ICSC acquired (100%) of
Nauticon Ltd. stock in exchange for (900,000) shares and (300,000) options of
ICSC common stock. Nauticon will operate as a wholly owned subsidiary in concert
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with ICSC's other subsidiaries, each concentrating in unique, proprietary
products for the food freezing, refrigeration and cooling fields.
Nauticon, is an Austin, Texas based manufacturer of innovative evaporative heat
exchangers. Nauticon line of products represent five years of development. An
unique concept (patent pending) couples modern plastics with high efficiency
copper tubing to give very high efficiency, low operating costs and minimal
maintenance. These evaporative heat exchangers are self cleaning in most
applications thus eliminating chemical cleaning. These outstanding features
cannot be found in competitive products.
Nauticon evaporative heat exchangers serve the residential, commercial HVAC
sector and the commercial refrigeration industry. They have many applications,
varying from traditional commercial refrigeration to HVAC to industrial cooling.
Customers vary from supermarkets to ice rinks to walk-in coolers for
refrigeration systems. HVAC applications are in smaller commercial buildings,
for traditional air conditioning systems to highly efficient heat pumps.
Industrial uses span plastic molding and extrusion to conventional cooling of
process water to cooling of cutting oils.
There are two major operating subsidiaries of the Company, RealCold Systems and
Nauticon, supporting all operating activities for the freezing systems and
refrigeration systems respectively. RealCold Systems, Inc. is the entity
supporting all packaged refrigeration systems, custom refrigeration products and
the freezer systems operations. San Antonio, Texas is the corporate facility for
all technical and service product support for both the freezing and
refrigeration systems including: design and engineering, assemble and
fabrication, sales support and consulting services, and product field
maintenance. Nauticon supports their evaporative heat exchanger systems from
their corporate facility in Austin, Texas, which houses administrative
operations, design and engineering, manufacturing, marketing services and sales
support world wide. Both entities are supported by ICSC Marketing Company,
responsible for international sales and services.
Synergy of operations: people and product activity will be related with
respective freezing and refrigeration product knowledge. All personnel are cross
trained and knowledgeable about all product lines. Direct sales personnel,
agents and distributors, and manufactures reps will market related industry
products to their respective customer base. Products produced for the
refrigeration business (compressors, condensers, vessels, parts etc.) are also
needed to compliment the Company's industrial freezer systems. Packaged freezer
and refrigeration systems are a longer sales cycle with a larger sale price
providing greater sales volume; refrigeration products and components have a
shorter sales cycle with a smaller sale price providing constant cash flow.
Administration office procedures have been implemented for new work flow
accounting functions. These new functions will greatly improve order processing,
receivables and payables, and customer relations resulting in reduced
administration costs. The Company has initiated a new on-line proposal writing
system and engineering sales tool on the world wide INTERNET that should enhance
sales for all Company products. A remote sales rep engineer will be able to
video conference with the customer in a real time environment with the related
support facility to prepare a sales proposal producing text, technical drawings,
color pictures and video.
The Company has established a relationship with a finance company for a leasing
program, leasing total turn key systems including products, services,
maintenance and supplies.
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Results of Operations
For the third quarter ended September 30, 1995, the Company incurred a net loss
of ($128,192) or ($0.02) per share on sales of $738,703. This compares with a
net loss of ($13,305) on sales of $0 as a development stage company in the third
quarter of 1994.
Year todate total assets are $2,670,340, stockholders equity is $2,197,765, and
there is no long term debt.
The primary reasons for the loss todate were: (1) The continued affect on daily
operations from the merger of three companies in January 1995 and the expenses
associated with the third quarter acquisition of Nauticon. (2) The ongoing
development and testing of the new freezer system. (3) The ammonia industrial
refrigeration contractor demand for system components was in an industry cycle
"lull" for the past three months. Due to the related startup costs for the
administrative office, coordinating the marketing activities and setting up new
manufacturing production procedures, the cost of sales and operating expenses
were higher than expected.
Management anticipates that Company sales will increase the fourth quarter and
continue through the next year. Recent proposal bidding for ammonia
refrigeration packages have greatly increased and sales activity in the industry
has shown signs of improving. Over the past three months, since our partnership
with The Wittemann Company, over twenty prospects have been generated for carbon
dioxide plants throughout the world. The Company's new drum freezer system,
ReelFreeze, which is designed for use of both CO2 and liquid refrigerants, is
currently in the process of freeze testing various food products by food product
line prior to being marketed.
Nauticon is now beginning to see favorable results from having shown their
evaporative condenser system at the Food Marketing Exibition and the ARI -
ASHRAE Exhibition in Chicago. They have hosted a number of interested visitors,
(both from the United States and foreign countries), who represent very
significant markets for their products.
A Nauticon Evaporative Condenser was purchased by an Israel customer, that
exhibiting the system at the heating-air conditioning-refrigeration show in
TelAviv, before installing it in its permanent location. The customer desires to
represent Nauticon products in Israel. Recently Nauticon shipped its first
system to Costra Rica, where the company anticipates additional orders.
Company executives representing Nauticon and executives from a major
manufacturer of refrigeration equipment have recently exchanged facility visits.
The manufacturer expressed a very strong interest in pursuing a joint
manufacturing and marketing program with Nauticon.
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Financial Summary
Three Months Ended Nine Months Ended
Sept. 30, 1995 Sept. 30, 1994 Sept. 30, 1995 Sept. 30, 1994
--------------- -------------- -------------- --------------
Sales $738,703 $0 $3,300,354 $0
Net Earnings (Loss) ($128,236) ($13,305) ($327,996) ($95,376)
Earnings (Loss) Per Share (.02) (NIL) (.06) (.03)
Shares Outstanding 5,361,234 3,530,234 5,361,234 3,530,234
Total Assets $2,670,340 $741,619
Total Liabilities - Current $472,575 $2,525
Total Liabilities - Long Term $0 $0
Total Stockholders Equity $2,197,765 $739,094
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PART 11. OTHER INFORMATION
Item 1. Legal Proceedings.
None
Item 2. Changes in Securities
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information.
None.
Item 6. Exhibits and Reports on Form 8-K.
None.
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INTERNATIONAL CRYOGENIC SYSTEMS CORPORATION
FORM 10-Q
September 30, 1995
Signature
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: November 6, 1995
INTERNATIONAL CRYOGENIC SYSTEMS CORPORATION
Francis L. Simola
- ---------------------------
Francis L. Simola
President and Chairman
(Chief Executive Officer)
Terrence J. Dunne
- ----------------------------
Terrence J. Dunne
Treasurer and Director
(Chief Financial Officer)
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<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> SEP-30-1995
<CASH> 66795
<SECURITIES> 0
<RECEIVABLES> 262746
<ALLOWANCES> 0
<INVENTORY> 33888
<CURRENT-ASSETS> 403833
<PP&E> 170168
<DEPRECIATION> 19141
<TOTAL-ASSETS> 2670340
<CURRENT-LIABILITIES> 472575
<BONDS> 0
<COMMON> 5360
0
0
<OTHER-SE> 2192405
<TOTAL-LIABILITY-AND-EQUITY> 2670340
<SALES> 738703
<TOTAL-REVENUES> 738703
<CGS> 539253
<TOTAL-COSTS> 327686
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> (128236)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (128192)
<EPS-PRIMARY> (.02)
<EPS-DILUTED> (.02)
</TABLE>
