UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[X] Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act of
1934
For the quarterly period ended May 31, 2004
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from _______________ to ________________________
Commission File Number: 1-13484
COHESANT TECHNOLOGIES INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 34-1775913
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(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
5845 West 82nd Street, Suite 102, Indianapolis, Indiana 46278
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code 317-871-7611
________________________________________________________________________________
(Former name, former address and former fiscal year, if changed since last
report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
YES [X] NO [ ]
As of June 18, 2004, the Company has 2,629,190 shares of Common Stock, $.001 par
value, outstanding.
Transitional Small Business Disclosure Format (check one)
YES [ ] NO [X]
COHESANT TECHNOLOGIES INC.
INDEX
TABLE OF CONTENTS
PAGE
----
PART I
Item 1. Financial Information
Cohesant Technologies Inc. Condensed Consolidated
Balance Sheet as of May 31, 2004 and November 30, 2003....... 1
Cohesant Technologies Inc. Condensed Consolidated
Statements of Operations for the Three Months Ended
May 31, 2004 and May 31, 2003................................ 2
Cohesant Technologies Inc. Condensed Consolidated
Statements of Operations for the Six Months Ended
May 31, 2004 and May 31, 2003................................ 3
Cohesant Technologies Inc. Condensed Consolidated
Statements of Cash Flows for the Six Months Ended
May 31, 2004 and May 31, 2003................................ 4
Notes to Condensed Consolidated Financial Statements................ 5
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.................................... 10
Item 3. Controls and Procedures............................................. 14
PART II test
Item 2. Changes in Securities............................................... 15
Item 5. Other Matters....................................................... 15
Item 6. Exhibits and Reports on Form 8-K.................................... 15
Signatures and Certifications
PART I
ITEM 1. FINANCIAL INFORMATION
COHESANT TECHNOLOGIES INC.
CONDENSED CONSOLIDATED BALANCE SHEET
(UNAUDITED)
May 31, 2004 November 30, 2003
------------ -----------------
ASSETS:
Cash and cash equivalents $ 3,951,876 $ 3,838,179
Accounts and note receivable, net of allowance for doubtful
accounts of $353,470 and $340,000, respectively 3,682,334 3,244,788
Inventory 3,439,474 3,230,100
Prepaid expenses and other 192,157 249,813
Deferred tax assets 177,800 177,800
------------ -----------------
Total Current Assets 11,443,641 10,740,680
Property, plant and equipment, net 531,260 580,945
Patents and other intangibles, net 116,141 118,291
Goodwill 840,254 840,254
Other noncurrent assets 1,815 1,815
------------ -----------------
Total Assets $ 12,933,111 $ 12,281,985
============ =================
LIABILITIES AND SHAREHOLDERS' EQUITY:
Accounts payable $ 1,275,956 $ 914,048
Accrued salaries, benefits and commissions 553,048 691,074
Accrued taxes 478,095 307,310
Other current liabilities 232,549 855,181
------------ -----------------
Total Current Liabilities 2,539,648 2,767,613
Commitments and Contingencies
Shareholders' Equity:
Common stock ($.001 par value, 10,000,000 shares authorized
and 2,595,303 and 2,638,965 shares issued, respectively) 2,595 2,639
Additional paid-in capital 6,114,506 6,254,394
Retained earnings 4,276,362 3,458,709
Treasury stock at cost, (0 and 57,600 shares, respectively) 0 (201,370)
------------ -----------------
Total Shareholders' Equity 10,393,463 9,514,372
------------ -----------------
Total Liabilities and Shareholders' Equity $ 12,933,111 $ 12,281,985
============ =================
The accompanying notes are an integral part of these Condensed Consolidated
Financial Statements.
1
COHESANT TECHNOLOGIES INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
For the Three Months Ended
May 31, 2004 May 31, 2003
------------ ------------
NET SALES $ 5,290,141 $ 4,284,650
COST OF SALES 2,586,538 2,144,745
------------ ------------
Gross profit 2,703,603 2,139,905
RESEARCH, DEVELOPMENT AND
ENGINEERING EXPENSES 275,628 236,851
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES 1,597,382 1,411,061
------------ ------------
TOTAL OPERATING EXPENSES 1,873,010 1,647,912
------------ ------------
Income from operations 830,593 491,993
OTHER INCOME:
Interest income 5,446 19,735
Other income, net 5,632 10,813
------------ ------------
INCOME BEFORE TAXES 841,671 522,541
INCOME TAX PROVISION (312,518) (184,150)
------------ ------------
NET INCOME $ 529,153 $ 338,391
============ ============
BASIC AND DILUTED EARNINGS PER
COMMON SHARE (Note 3) $ 0.20 $ 0.13
============ ============
AVERAGE SHARES OF COMMON STOCK
OUTSTANDING:
BASIC 2,587,632 2,580,778
============ ============
DILUTED
2,674,499 2,595,050
============ ============
The accompanying notes are an integral part of these Condensed Consolidated
Financial Statements.
2
COHESANT TECHNOLOGIES INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
For the Six Months Ended
May 31, 2004 May 31, 2003
------------ ------------
NET SALES $ 9,525,591 $ 7,955,878
COST OF SALES 4,740,162 4,066,406
------------ ------------
Gross profit 4,785,429 3,889,472
RESEARCH, DEVELOPMENT AND
ENGINEERING EXPENSES 523,903 475,468
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES 2,985,012 2,582,160
------------ ------------
TOTAL OPERATING EXPENSES 3,508,915 3,057,628
------------ ------------
Income from operations 1,276,514 831,844
OTHER INCOME:
Interest income 10,338 21,728
Other income, net 14,574 23,658
------------ ------------
INCOME BEFORE TAXES 1,301,426 877,230
INCOME TAX PROVISION (483,773) (317,605)
------------ ------------
NET INCOME $ 817,653 $ 559,625
============ ============
EARNINGS PER COMMON SHARE (Note 3)
BASIC $ 0.32 $ 0.22
============ ============
DILUTED $ 0.31 $ 0.22
============ ============
AVERAGE SHARES OF COMMON STOCK
OUTSTANDING:
BASIC 2,584,779 2,572,842
============ ============
DILUTED
2,671,495 2,591,871
============ ============
The accompanying notes are an integral part of these Condensed Consolidated
Financial Statements.
3
COHESANT TECHNOLOGIES INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
For the Six Months Ended
May 31, 2004 May 31, 2003
------------ ------------
CASH FLOWS PROVIDED BY
OPERATING ACTIVITIES:
Net income $ 817,653 $ 559,625
Adjustments to reconcile net income to net cash
provided by operations -
Depreciation and amortization 118,803 107,576
Non-cash compensation 31,155 12,000
Loss on asset disposal 275 10,174
Provision for doubtful accounts 13,470 28,400
Net change in assets and liabilities-
Accounts and note receivable (451,016) 269,451
Inventory (213,310) (474,281)
Prepaid expenses and other 57,656 402,748
Accounts payable 361,908 (165,154)
Other current liabilities 55,468 29,736
Other noncurrent assets (9,905) (20,912)
------------ ------------
Net cash provided by operating activities 782,157 759,363
CASH FLOWS USED IN INVESTING ACTIVITIES:
Property and equipment additions (59,244) (143,433)
------------ ------------
Net cash used in investing activities (59,244) (143,433)
------------ ------------
CASH FLOWS PROVIDED BY (USED IN) FINANCING
ACTIVITIES:
Proceeds from exercise of stock options 36,125 34,374
Cash dividends paid to stockholders (645,341) -
Purchase of Common Stock - (7,280)
------------ ------------
Net provided by (used in) financing activities (609,216) 27,094
------------ ------------
NET INCREASE IN CASH
AND CASH EQUIVALENTS 113,697 643,024
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 3,838,179 1,816,238
------------ ------------
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $ 3,951,876 $ 2,459,262
============ ============
The accompanying notes are an integral part of these Condensed Consolidated
Financial Statements.
4
COHESANT TECHNOLOGIES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 - BACKGROUND
Cohesant Technologies Inc. and its subsidiaries (the "Company" or "Cohesant")
are engaged in the design, development, manufacture and sale of specialized
dispense equipment systems, replacement parts and supplies used in the operation
of the equipment and the design, development, manufacture and sale of specialty
coating and grout products.
The Company's direct, wholly owned subsidiaries, Glas-Craft Inc. ("GCI") and
Raven Lining Systems Inc. ("Raven") sell their products through a network of
independent distributors and Certified Applicators in the United States and
overseas. Industries served include construction, transportation and marine.
The Company's executive offices are located in Indianapolis, Indiana with its
principal manufacturing, warehouse and distribution facilities located in
Indianapolis, Indiana and Tulsa, Oklahoma.
NOTE 2 - BASIS OF PRESENTATION
The condensed consolidated interim financial statements included herein have
been prepared by the Company, without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission for certain small business
issuers. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with accounting principles generally
accepted in the United States have been condensed or omitted pursuant to such
rules and regulations. However, in the opinion of management of the Company, the
condensed consolidated interim financial statements include all adjustments
necessary to present fairly the financial information for such periods.
These interim financial statements should be read in conjunction with the
Company's financial statements and the notes thereto included in the November
30, 2003 Annual Report to Shareholders on Form 10-KSB.
The consolidated financial statements include the accounts of the Company and
its direct, wholly owned subsidiaries, GCI and Raven. Intercompany accounts and
transactions have been eliminated.
NOTE 3 - EARNINGS PER SHARE
Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings per
Share", requires dual presentation of basic and diluted earnings per share on
the face of the statement of
5
COHESANT TECHNOLOGIES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
operations. Basic earnings per share is computed by dividing net income
available to common shareholders by the weighted-average number of common shares
outstanding for the period. Restricted stock grants are not considered issued
and outstanding until vested. Diluted earnings per share is computed based upon
the weighted average shares that would have been outstanding if all dilutive
potential common shares would have been converted into shares at the earliest
date possible. In determining diluted earnings per share, stock options and
restricted stock grants were included in the calculation as their effect was
dilutive.
NOTE 4 - ACCOUNTING FOR STOCK-BASED COMPENSATION
The Company accounts for its stock-based employee compensation plan under the
intrinsic value method in accordance with Accounting Principles Board Opinion
No. 25, Accounting for Stock Issued to Employees, (APB 25). The Company has
adopted the disclosure-only provisions of FASB Statement No. 123, Accounting for
Stock-Based Compensation (FAS 123), as amended by FASB Statement No. 148,
Accounting for Stock-Based Compensation -- Transition and Disclosure. Had the
company elected to adopt the fair value recognition provisions of FAS 123, pro
forma net income and net income per share would be as follows:
3 MONTHS ENDED 6 MONTHS ENDED
MAY 31 MAY 31
--------------------- ---------------------
2004 2003 2004 2003
--------- --------- --------- ---------
Net income, as reported $ 529,153 $ 338,391 $ 817,653 $ 559,625
Add: Stock-based employee compensation
expense included in reported net
income, net of related tax effects
25,155 6,000 31,155 12,000
Deduct: Total stock-based employee
compensation expense determined under
fair value based method for all awards,
net of related tax effects (39,747) (27,096) (60,338) (54,192)
--------- --------- --------- ---------
Pro forma net income $ 514,561 $ 317,295 $ 788,470 $ 517,433
========= ========= ========= =========
Earnings per share:
Basic -- as reported $ 0.20 $ 0.13 $ 0.32 $ 0.22
========= ========= ========= =========
Basic -- pro forma $ 0.20 $ 0.12 $ 0.31 $ 0.20
========= ========= ========= =========
Diluted -- as reported $ 0.20 $ 0.13 $ 0.31 $ 0.22
========= ========= ========= =========
Diluted -- pro forma $ 0.19 $ 0.12 $ 0.30 $ 0.20
========= ========= ========= =========
6
COHESANT TECHNOLOGIES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 5 - REVOLVING LINE OF CREDIT
On April 23, 2004, the Company renewed, through May 1, 2005, its $3,500,000
unsecured revolving line of credit facility. This facility accrues interest at
the bank's prime lending rate. Among other restrictions, the credit facility
requires that the Company meet certain covenants including financial ratios. As
of May 31, 2004, the Company was in compliance with all covenants and did not
have a balance outstanding under this facility.
NOTE 6- SEGMENT INFORMATION
The Company monitors its operations in two business divisions: GCI and Raven.
Certain corporate costs are not allocated to the business segments. Financial
information for the Company's business segments as of and for the period ended
May 31, 2004 and 2003 is as follows:
Three Months Ended
May 31, 2004 GCI Raven Corporate Consolidated
- ------------------------------ ----------- ----------- ---------- ------------
Net Sales $ 3,445,320 $ 1,844,821 $ - $ 5,290,141
Depreciation and amortization: 44,761 12,963 1,933 59,657
Net Income: 397,211 331,704 (199,762) 529,153
Identifiable assets: 5,925,074 2,784,932 4,223,105 12,933,111
Capital expenditures: 30,432 4,753 7,936 43,121
Three Months Ended
May 31, 2003 GCI Raven Corporate Consolidated
- ------------------------------ ----------- ----------- ---------- ------------
Net Sales: $ 2,995,171 $ 1,289,479 $ - $ 4,284,650
Depreciation and amortization: 41,640 11,206 25 52,871
Net Income: 277,884 185,209 (124,702) 338,391
Identifiable assets: 5,949,588 2,462,065 2,821,533 11,233,186
Capital expenditures: 29,815 992 188 30,995
7
COHESANT TECHNOLOGIES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Six Months Ended
May 31, 2004 GCI Raven Corporate Consolidated
- ------------------------------ ----------- ----------- --------- ------------
Net Sales $ 6,236,134 $ 3,289,457 $ - $ 9,525,591
Depreciation and amortization: 89,277 26,032 3,494 118,803
Net Income: 611,515 544,131 (337,993) 817,653
Identifiable assets: 5,925,074 2,784,932 4,223,105 12,933,111
Capital expenditures: 39,123 12,185 7,936 59,244
Six Months Ended
May 31, 2003 GCI Raven Corporate Consolidated
- ------------------------------ ----------- ----------- --------- ------------
Net Sales $ 5,579,815 $ 2,376,063 $ - $ 7,955,878
Depreciation and amortization: 84,586 22,956 34 107,576
Net Income: 509,125 291,173 (240,673) 559,625
Identifiable assets: 5,949,588 2,462,065 2,821,533 11,233,186
Capital expenditures: 87,842 55,403 188 143,433
For the second quarter of fiscal 2004 and 2003, the Company's Raven division had
a Certified Applicator, which accounted for approximately 19% and 25%,
respectively of Raven's total sales. For the six months end May 31, 2004 and
2003 this Certified Applicator accounted for approximately 21% and 24%,
respectively, of Raven's total sales and 25% and 52%, respectively, of Raven's
total trade accounts receivable outstanding. On a combined basis, this
customer's accounts receivable balances represented 9% and 18%, respectively, of
the Company's total trade accounts receivable at May 31, 2004 and 2003.
The following table presents percentage of total revenues by region.
Three Months Ended Three Months Ended Six Months Ended Six Months Ended
Region May 31, 2004 May 31, 2003 May 31, 2004 May 31, 2003
- -------------------- ------------------ ------------------ ---------------- ----------------
United States/Canada 74% 75% 72% 75%
Europe/Middle East 15 8 14 8
Asia/Pacific Rim 8 13 11 13
Other 3 4 3 4
--- --- --- ---
Total 100% 100% 100% 100%
NOTE 7- CONTINGENCIES
In November 1999, following the sale of certain assets of the Company's American
Chemical Company ("ACC") subsidiary, ACC contributed its land and building to
Marine Learning Institute ("MLI"), a not-for-profit environmental educational
organization operating under section 501(c)(3) of the United States Internal
Revenue Code. In connection with the contribution
8
COHESANT TECHNOLOGIES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
agreement, MLI indemnified the Company and agreed to assume any costs arising
from or out of the past, present or future environmental condition of the site.
Subsequent to the donation of the St. Louis property, the Missouri Attorney
General's office has raised questions, including as recently as May 2003,
regarding the status of the contributed land and advised the Company, MLI and
the current owner that additional clean-up efforts are necessary and has
demanded these entities undertake clean-up and pay related costs. MLI has
advised both the Company and the Missouri Attorney General that, in its opinion,
no further clean-up efforts are necessary. Management intends to seek
indemnification from MLI under the contribution agreement for any further
clean-up and legal costs.
The Company is a party to certain other legal matters arising in the ordinary
course of business. Management believes the ultimate disposition of these
matters and the matter referred to above will not have a material adverse effect
on the Company's financial position or results of operations.
NOTE 8- COMMON AND RESTRICTED STOCK
In May 2004 the Company retired 57,600 treasury shares previously shown on the
balance sheet at a cost of $201,370.
On March 16, 2004, the Compensation Committee of the Board of Directors approved
the grant of 36,200 shares of Common Stock, with an aggregate value of $229,870
to an aggregate of 13 key employees, including four executive officers. The
grants were restricted stock awards that vest incrementally through November 30,
2007 assuming the employees remain employed by the Company or its subsidiaries.
The value of the common stock will be recognized as compensation expense over
the vesting period.
NOTE 9 - SUBSEQUENT EVENT
On June 10, 2004, the Company announced at its annual meeting that its Board of
Directors enacted a new dividend policy paying shareholders $0.26 per share
annually, distributable at $0.13 per share on a semi-annual basis. An initial
semi-annual dividend payment of $0.13 will be paid on July 8, 2004 to
shareholders of record on June 28, 2004. The Board of Directors noted that it
intends to review the dividend policy on at least a semi-annual basis to ensure
sufficient cash availability for capital expenditures and potential acquisition.
9
COHESANT TECHNOLOGIES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
CRITICAL ACCOUNTING POLICIES
The Company has disclosed those accounting policies and estimates that it
considers to be significant in determining the amounts to be utilized for
communicating its consolidated financial position, results of operations and
cash flows in the notes to its consolidated financial statements.
The preparation of financial statements in conformity with these principles
requires management to make estimates and assumptions that affect amounts
reported in the financial statements and accompanying notes. Management
continually evaluates the information used to make such estimates as its
business and economic environment changes and has discussed these estimates with
the Audit Committee of the Board of Directors. Actual results are likely to
differ from these estimates, but management does not believe such differences
will materially affect the Company's financial position or results of
operations. The following accounting policies represent the most critical based
on management's analysis due the impact on the Company's results of operations.
Revenue Recognition. The Company recognizes revenue from sales upon shipment of
goods at which time title and risks of ownership transfer to the buyer.
Accounts receivable. The Company evaluates the allowance for doubtful accounts
on a periodic basis and reviews any significant customers with delinquent
balances to determine future collectability. The determination includes a review
of legal issues (such as bankruptcy status), past payment history, current
financial and credit reports, and the experience of the credit representative.
Allowances are established in the period in which the account is deemed
uncollectable or questionable collectability. The Company believes, based on
past history and credit policies, that the net accounts receivable are of good
quality.
Inventory. The Company's inventories are valued at the lower of cost or market.
Reserves for obsolescence are estimated and based on projected sales volume.
Though management considers these balances adequate and proper, changes in sales
volumes due to unexpected economic conditions could result in materially
different amounts for this item.
Based on a critical assessment of its accounting policies and the underlying
judgments and uncertainties affecting the application of those policies,
management believes that the Company's consolidated financial statements provide
a meaningful and fair perspective of the Company. This is not to suggest that
other risk factors such as changes in economic conditions, changes in material
costs, and others could not adversely impact the Company's consolidated
financial position, results of operations and cash flows in future periods.
10
COHESANT TECHNOLOGIES INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
SECOND QUARTER ENDED MAY 31, 2004 AS COMPARED TO THE SAME PERIOD IN THE PRIOR
YEAR.
Net sales for the three months ended May 31, 2004 were $5,290,141 compared to
$4,284,650 for the same period of the prior year, an increase of $1,005,491 or
23.5%. Net income was $529,153, a $190,762 or 56.4% increase over last year.
Net sales of dispense equipment and spare parts at GCI increased $450,149 or
15.0%. This increase was primarily attributable to increased sales of fiberglass
parts and coating systems and to a lesser extent increased sales of foam
systems. International and domestic dispense equipment and parts net sales
increased 20.8% and 10.3%, respectively. The increase in international sales was
primarily a result of increased sales to Europe/Middle East, partially offset by
decreased sales to the Asian/Pacific Rim.
Specialty grout and epoxy net sales at Raven were $1,561,981 compared to
$1,145,897 for the comparable year-ago period, an increase of $416,084 or 36.3%.
This increase is primarily attributable to increased sales to existing Certified
Applicators. In addition, Raven had ancillary equipment and part sales of
$282,840 compared to $143,582 for the comparable period last year. This increase
is primarily attributable to the addition of new Certified Applicators.
Typically, Raven does not sell equipment unless new Certified Applicators
needing equipment are added or existing applicators decide to increase their
capacity by buying additional equipment.
The Company's gross margin increased to $2,703,603, or 51.1% of net sales, in
the 2004 period from $2,139,905, or 49.9% of net sales, in the 2003 period. The
gross margin dollar increase was primarily due to the increased sales volume.
The gross margin percentage increase was a result of both increased sales of
epoxy coatings, which are higher margin than equipment sales, and improved
profit margins on equipment and spare parts.
Operating expenses for the three months ended May 31, 2004 were $1,873,010
compared to $1,647,912 for the same period of the prior year, an increase of
$225,098, or 13.7%. This increase was essentially due to increased sales and
marketing costs (principally higher personnel costs at both GCI and Raven),
increased Corporate administrative costs and higher research, development and
engineering costs at GCI.
Other income decreased $19,470 to $11,078 in the 2004 period, in part due to
lower interest income.
11
COHESANT TECHNOLOGIES INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
SIX MONTHS ENDED MAY 31, 2004 AS COMPARED TO THE SAME PERIOD IN THE PRIOR YEAR.
Net sales for the six months ended May 31, 2004 were $9,525,591 compared to
$7,955,878 for the same period of the prior year, an increase of $1,569,713 or
19.7%. Net income was $817,653, a $258,028 or 46.1% increase over last year.
Net sales of dispense equipment and spare parts at GCI increased $656,319 or
11.8%. This increase was primarily attributable to increased sales of fiberglass
systems and parts and coating systems. International dispense equipment and
parts net sales increased 28.4%, while domestic dispense equipment and parts net
sales were down 1.0%. The increase in international sales was primarily a result
of increased sales to Europe/Middle East and to a lesser extent increased sales
to the Asian/Pacific Rim.
Specialty grout and epoxy net sales at Raven were $2,846,060 compared to
$2,016,285 for the comparable year-ago period, an increase of $829,775 or 41.2%.
This increase is primarily attributable to increased sales to existing Certified
Applicators. In addition, Raven had ancillary equipment and part sales of
$443,397 compared to $359,778 for the comparable period last year. This increase
is attributable to the addition of new Certified Applicators. Typically, Raven
does not sell equipment unless new Certified Applicators needing equipment are
added or existing applicators decide to increase their capacity by buying
additional equipment.
The Company's gross margin increased to $4,785,429, or 50.2% of net sales, in
the 2004 period from $3,889,472, or 48.9% of net sales, in the 2003 period. The
gross margin dollar increase was primarily due to the increased sales volume.
The gross margin percentage increase was a result of increased sales of epoxy
coatings, which are higher margin than equipment sales.
Operating expenses for the six months ended May 31, 2004 were $3,508,915
compared to $3,057,628 for the same period of the prior year, an increase of
$451,287, or 14.8%. This increase was essentially due to increased sales and
marketing costs (principally higher personnel costs at both GCI and Raven and
increased selling expenses at Raven), increased Corporate administrative costs
and higher research, development and engineering costs at GCI.
Other income decreased $20,474 to $24,912 in the 2004 period, in part due to
lower interest income.
12
COHESANT TECHNOLOGIES INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary sources of liquidity are its cash reserves, cash provided
by operations, and availability under the revolving line of credit. At May 31,
2004 the Company has cash of $3,951,876, net working capital of $8,903,993 and
$3,500,000 available under the revolving line of credit.
As of May 31, 2004 cash provided by operations was $782,157 compared to $759,363
in the comparable period last year. This slight increase was due to changes in
working capital. Cash usage in investing activities decreased to $59,244 in the
current period from $143,433 for the six months ended May 31, 2003. This
decrease was due to decreased spending on property and equipment. Cash used in
financing activities was $609,216 in the current period compared to $27,094 cash
provided by financing activities in the 2003 period. This increase was primarily
due to $645,341 dividends paid to shareholders.
On April 23, 2004, the Company renewed, through May 1, 2005, its $3,500,000
unsecured revolving line of credit facility. This facility accrues interest at
the bank's prime lending rate. Among other restrictions, the credit facility
requires that the Company meet certain covenants including financial ratios. As
of May 31, 2004, the Company was in compliance with all covenants and did not
have a balance outstanding under this facility.
On June 10, 2004, the Company announced that its Board of Directors enacted a
new dividend policy paying shareholders $0.26 per share annually, distributable
at $0.13 per share on a semi-annual basis. An initial semi-annual dividend
payment of $0.13 totaling approximately $342,000 will be paid on July 8, 2004 to
shareholders of record on June 28, 2004. The Board of Directors noted that it
intends to review the dividend policy on at least a semi-annual basis to ensure
sufficient cash availability for capital expenditures and potential acquisition.
The Company does not have any other significant commitments or guarantees,
except for rental commitments.
The Company believes that its cash flow from operating activities, existing cash
resources and working capital coupled with its bank line will be adequate to
meet its capital needs and Dividend provisions for the foreseeable future.
13
COHESANT TECHNOLOGIES INC.
FORWARD LOOKING STATEMENTS
Certain statements contained in this report that are not historical facts are
forward looking statements that are subject to certain risks and uncertainties
that could cause actual results to differ materially from those set forth in the
forward looking statement. These risks and uncertainties include, but are not
limited to, a slow-down in domestic and international markets for plural
component dispensing systems and a reduction in growth of markets for the
Company's epoxy coating systems.
ITEM 3. CONTROLS AND PROCEDURES
Based on their evaluation as of a date within 90 days of the filing date of this
Quarterly Report on Form 10-QSB, the Company's principal executive officer and
principal financial officer have concluded that the Company's disclosure
controls and procedures as defined in Rules 13a-14(c) and 15d-14(c) under the
Securities Exchange Act of 1934 (the Exchange Act) are effective to ensure that
information required to be disclosed by the Company in reports that it files or
submits under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in Securities and Exchange Commission rules
and forms.
There were no significant changes in the Company's internal controls or in other
factors that could significantly affect these controls subsequent to the date of
their evaluation and up to the filing date of this Quarterly Report on Form
10-QSB. There were no significant deficiencies or material weaknesses, and
therefore there were no corrective actions taken.
It should be noted that any system of controls, however well designed and
operated, can provide only reasonable, and not absolute, assurance that the
objectives of the system are met. In addition, the design of any control system
is based in part upon certain assumptions about the likelihood of future events.
Because of these and other inherent limitations of control systems, there can be
no assurance that any design will succeed in achieving its stated goals under
all potential future conditions, regardless of how remote.
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PART II
ITEM 2. CHANGES IN SECURITIES
On March 16, 2004, the Compensation Committee of the Board of Directors approved
the grant of 36,200 shares of Common Stock to an aggregate of 13 key employees,
including four executive officers. The grants were restricted stock awards that
vest incrementally through November 30, 2007 assuming the employees remain
employed by the Company or its subsidiaries.
On June 10, 2004, the Board of Directors approved the grant of 30,000 shares of
Common Stock to an aggregate of 15 employees, including three executive
officers. The grants were restricted stock awards that vest according to meeting
specific performance measures through November 30, 2006.
ITEM 5. OTHER MATTERS
On June 10, 2004, the Company announced Morris Wheeler and Byron Bradley have
been appointed Acting President and Vice President of Operations, respectively,
of GCI. Richard Mordarski, GCI's President, has taken a leave of absence while
undergoing chemotherapy treatments. Mr. Mordarski has been on a reduced schedule
since beginning initial treatment in February
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit
4.2 Amendment to Credit and Security Agreement, Dated April 23, 2004 by
and between Cohesant Technologies Inc. and Union Planters Bank N.A.
31.1 302 Certification of Chief Executive Officer
31.2 302 Certification of Chief Financial Officer
32 906 Certification of Chief Executive Officer and Chief Financial
Officer
(b) Reports on Form 8-K
An 8-K was filed on March 17, 2004 to report earnings for the quarter
ended February 29, 2004 (Items 7 and 12).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned there unto duly authorized.
Dated: June 18, 2004
COHESANT TECHNOLOGIES INC.
BY: /s/ Morris H. Wheeler
---------------------------------
Morris H. Wheeler
President & Chief Executive Officer
BY: /s/ Robert W. Pawlak
---------------------------------
Robert W. Pawlak
Chief Financial Officer
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