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 August 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.
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(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
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code 317-871-7611
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(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 September 28, 2004, the Company has 2,670,890 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 August 31, 2004 and November 30, 2003........... 1
Cohesant Technologies Inc. Condensed Consolidated
Statements of Operations for the Three Months Ended
August 31, 2004 and August 31, 2003................................. 2
Cohesant Technologies Inc. Condensed Consolidated
Statements of Operations for the Nine Months Ended
August 31, 2004 and August 31, 2003................................. 3
Cohesant Technologies Inc. Condensed Consolidated
Statements of Cash Flows for the Nine Months Ended
August 31, 2004 and August 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
Item 2. Changes in Securities................................................... 14
Item 4. Submission of Matters to a Vote of Security Holders..................... 15
Item 6. Exhibits and Reports on Form 8-K........................................ 15
Signatures
PART I
ITEM 1. FINANCIAL INFORMATION
COHESANT TECHNOLOGIES INC.
CONDENSED CONSOLIDATED BALANCE SHEET
(UNAUDITED)
August 31, 2004 November 30, 2003
--------------- -----------------
ASSETS:
Cash and cash equivalents $ 4,549,991 $ 3,838,179
Accounts and note receivable, net of allowance for doubtful
accounts of $360,205 and $340,000, respectively 3,362,187 3,244,788
Inventory 3,281,003 3,230,100
Prepaid expenses and other 357,285 249,813
Deferred tax assets 177,800 177,800
------------ ------------
Total Current Assets 11,728,266 10,740,680
Property, plant and equipment, net 528,873 580,945
Patents and other intangibles, net 117,587 118,291
Goodwill 840,254 840,254
Other noncurrent assets 1,815 1,815
------------ ------------
Total Assets $ 13,216,795 $ 12,281,985
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY:
Accounts payable $ 1,096,998 $ 914,048
Accrued salaries, benefits and commissions 656,585 691,074
Accrued taxes 516,594 307,310
Other current liabilities 262,815 855,181
------------ ------------
Total Current Liabilities 2,532,992 2,767,613
Commitments and Contingencies
Shareholders' Equity:
Common stock ($.001 par value, 10,000,000 shares authorized
and 2,604,659 and 2,638,965 shares issued, respectively) 2,605 2,639
Additional paid-in capital 5,863,112 6,254,394
Retained earnings 4,818,086 3,458,709
Treasury stock at cost, (0 and 57,600 shares, respectively) - (201,370)
------------ ------------
Total Shareholders' Equity 10,683,803 9,514,372
------------ ------------
Total Liabilities and Shareholders' Equity $ 13,216,795 $ 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
August 31, 2004 August 31, 2003
--------------- ---------------
NET SALES $ 5,116,265 $ 4,570,128
COST OF SALES 2,368,254 2,252,914
----------- -----------
Gross profit 2,748,011 2,317,214
RESEARCH, DEVELOPMENT AND
ENGINEERING EXPENSES 273,484 239,133
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES 1,639,218 1,411,642
----------- -----------
TOTAL OPERATING EXPENSES 1,912,702 1,650,775
----------- -----------
Income from operations 835,309 666,439
OTHER INCOME:
Interest income 10,022 5,630
Other income, net 16,891 16,192
----------- -----------
INCOME BEFORE TAXES 862,222 688,261
INCOME TAX PROVISION (320,498) (248,914)
----------- -----------
NET INCOME $ 541,724 $ 439,347
=========== ===========
EARNINGS PER COMMON SHARE
BASIC $ 0.21 $ 0.17
=========== ===========
DILUTED $ 0.20 $ 0.17
=========== ===========
AVERAGE SHARES OF COMMON STOCK
OUTSTANDING:
BASIC 2,600,655 2,578,865
=========== ===========
DILUTED 2,717,603 2,599,907
=========== ===========
CASH DIVIDENDS PER SHARE $ 0.13 $ -
=========== ===========
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 Nine Months Ended
August 31, 2004 August 31, 2003
--------------- ---------------
NET SALES $ 14,641,856 $ 12,526,006
COST OF SALES 7,108,416 6,319,320
------------ ------------
Gross profit 7,533,440 6,206,686
RESEARCH, DEVELOPMENT AND
ENGINEERING EXPENSES 797,387 714,601
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES 4,624,230 3,993,802
------------ ------------
TOTAL OPERATING EXPENSES 5,421,617 4,708,403
------------ ------------
Income from operations 2,111,823 1,498,283
OTHER INCOME:
Interest income 20,360 27,358
Other income, net 31,465 39,850
------------ ------------
INCOME BEFORE TAXES 2,163,648 1,565,491
INCOME TAX PROVISION (804,271) (566,519)
------------ ------------
NET INCOME $ 1,359,377 $ 998,972
============ ============
EARNINGS PER COMMON SHARE
BASIC $ 0.52 $ 0.39
============ ============
DILUTED $ 0.51 $ 0.39
============ ============
AVERAGE SHARES OF COMMON STOCK
OUTSTANDING:
BASIC 2,590,090 2,574,864
============ ============
DILUTED 2,689,340 2,594,638
============ ============
CASH DIVIDENDS PER SHARE $ 0.13 $ -
============ ============
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 Nine Months Ended
August 31, 2004 August 31, 2003
--------------- ---------------
CASH FLOWS PROVIDED BY
OPERATING ACTIVITIES:
Net income $ 1,359,377 $ 998,972
Adjustments to reconcile net income to net cash
provided by operations -
Depreciation and amortization 176,668 163,794
Non-cash compensation 96,384 18,000
Loss on asset disposal 275 10,174
Provision for doubtful accounts 20,205 28,400
Net change in assets and liabilities-
Accounts and note receivable (137,604) (168,733)
Inventory (38,279) (131,086)
Prepaid expenses and other (107,472) 263,893
Accounts payable 182,950 (103,619)
Other current liabilities 227,770 89,139
Other noncurrent assets (17,498) (26,500)
----------- -----------
Net cash provided by operating activities 1,762,776 1,142,434
CASH FLOWS USED IN INVESTING ACTIVITIES:
Property and equipment additions (128,102) (217,180)
----------- -----------
Net cash used in investing activities (128,102) (217,180)
CASH FLOWS PROVIDED BY (USED IN)
FINANCING ACTIVITIES:
Proceeds from exercise of stock options 64,436 34,374
Cash dividends paid to stockholders (987,298) -
Purchase of Common Stock - (7,280)
----------- -----------
Net cash provided by (used in) financing activities (922,862) 27,094
----------- -----------
NET INCREASE IN CASH AND CASH EQUIVALENTS 711,812 952,348
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 3,838,179 1,816,238
----------- -----------
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $ 4,549,991 $ 2,768,586
=========== ===========
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 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.
5
COHESANT TECHNOLOGIES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Restricted stock grants are not considered issued and outstanding until vested,
but are included in diluted earnings per share. 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 issued or converted into
shares at the earliest date possible. In determining diluted earnings per share,
stock options 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 9 MONTHS ENDED
AUGUST 31 AUGUST 31
---------------------- -----------------------
2004 2003 2004 2003
---- ---- ---- ----
Net income, as reported $ 541,724 $ 439,347 $ 1,359,377 $ 998,972
Add: Stock-based employee compensation
expense included in reported net
income, net of related tax effects 65,230 6,000 96,384 18,000
Deduct: Total stock-based employee
compensation expense determined under
fair value based method for all awards,
net of related tax effects (79,822) (27,096) (140,160) (81,288)
--------- --------- ----------- ---------
Pro forma net income $ 527,132 $ 418,251 $ 1,315,601 $ 935,684
========= ========= =========== =========
Earnings per share:
Basic -- as reported $ 0.21 $ 0.17 $ 0.52 $ 0.39
========= ========= ============ =========
Basic -- pro forma $ 0.20 $ 0.16 $ 0.51 $ 0.36
========= ========= ============ =========
Diluted -- as reported $ 0.20 $ 0.17 $ 0.51 $ 0.39
========= ========= ============ =========
Diluted -- pro forma $ 0.19 $ 0.16 $ 0.49 $ 0.36
========= ========= ============ =========
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 August 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 periods ended
August 31, 2004 and 2003 is as follows:
Three Months Ended
August 31, 2004 GCI Raven Corporate Consolidated
- --------------- --- ----- --------- ------------
Net Sales: $ 3,682,694 $ 1,433,571 $ - $ 5,116,265
Depreciation and amortization: 13,253 2,277 57,865 42,335
Net Income: 511,784 236,293 (206,353) 541,724
Identifiable assets: 5,880,845 2,519,569 4,816,381 13,216,795
Capital expenditures: 57,244 10,589 1,025 68,858
Three Months Ended
August 31, 2003 GCI Raven Corporate Consolidated
- --------------- --- ----- ---------- ------------
Net Sales: $ 3,045,015 $ 1,525,113 $ - $ 4,570,128
Depreciation and amortization: 11,173 1,502 56,218 43,543
Net Income: 337,469 245,911 (144,033) 439,347
Identifiable assets: 5,842,379 2,791,021 3,166,071 11,799,471
Capital expenditures: 37,590 36,157 - 73,747
7
COHESANT TECHNOLOGIES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Nine Months Ended
August 31, 2004 GCI Raven Corporate Consolidated
- --------------- --- ----- --------- ------------
Net Sales: $ 9,918,828 $ 4,723,028 $ - $14,641,856
Depreciation and amortization: 131,612 39,285 5,771 176,668
Net Income: 1,123,299 780,424 (544,346) 1,359,377
Identifiable assets: 5,880,845 2,519,569 4,816,381 13,216,795
Capital expenditures: 96,367 22,774 8,961 128,102
Nine Months Ended
August 31, 2003 GCI Raven Corporate Consolidated
- --------------- --- ----- --------- ------------
Net Sales: $ 8,624,830 $ 3,901,176 $ - $12,526,006
Depreciation and amortization: 128,129 34,129 1,536 163,794
Net Income: 846,594 537,084 (384,706) 998,972
Identifiable assets: 5,842,379 2,791,021 3,166,071 11,799,471
Capital expenditures: 125,432 91,560 188 217,180
For the third quarter of fiscal 2004 and 2003, the Company's Raven division had
a Certified Applicator, which accounted for approximately 22% and 18%, of
Raven's total sales in each period, respectively. For the nine months ended
August 31, 2004 and 2003 this Certified Applicator accounted for approximately
21% and 22%, respectively, of Raven's total sales and 29% and 34%, respectively,
of Raven's total trade accounts and note receivable outstanding. On a combined
basis, this customer's accounts and note receivable balances represented 9% and
13%, respectively, of the Company's total trade accounts and note receivable at
August 31, 2004 and 2003.
The following table presents percentage of total revenues by region.
Three Months Ended Three Months Ended Nine Months Ended Nine Months Ended
Region August 31, 2004 August 31, 2003 August 31, 2004 August 31, 2003
- ------- --------------- --------------- --------------- ---------------
United States/Canada 72% 74% 72% 74%
Europe/Middle East 12 10 13 9
Asia/Pacific Rim 11 14 11 14
Other 5 2 4 3
--- --- --- ---
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
8
COHESANT TECHNOLOGIES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
contribution 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 non cash compensation
expense over the vesting period.
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 may vest according to
meeting specific performance measures through November 30, 2006. The value of
the common stock will be recognized as non cash compensation expense over the
vesting period.
NOTE 9 - DIVIDENDS
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 $341,957 was 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
THREE MONTHS ENDED AUGUST 31, 2004 AS COMPARED TO THE SAME PERIOD IN THE PRIOR
YEAR.
Net sales for the three months ended August 31, 2004 were $5,116,265 compared to
$4,570,128 for the same period of the prior year, an increase of $546,137 or
12.0%. Net income was $541,724, a $102,377 or 23.3% increase over last year.
Net sales of dispense equipment and spare parts at GCI increased $637,679 or
20.9%. This increase was primarily attributable to increased sales of fiberglass
dispense equipment and spare parts, coatings dispense equipment and coatings and
polyurethane spare parts, which was partially offset by decreased sales of
polyurethane dispense equipment. Domestic and international dispense equipment
and parts net sales increased 26.6% and 14.4%, respectively. The increase in
international sales was primarily a result of increased sales to Europe/Middle
East and South America, partially offset by decreased sales to Canada.
Specialty grout and epoxy net sales at Raven were $1,360,240 compared to
$1,371,387 for the comparable year-ago period, a decrease of $11,147 or less
than 1%. In addition, Raven had ancillary equipment and part sales of $73,331
compared to $153,726 for the comparable period last year. 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 $2,748,011, or 53.7% of net sales, in
the 2004 period from $2,317,214, or 50.7% of net sales, in the 2003 period. The
gross margin dollar increase was primarily due to the increase sales volume as
well as increased profitability on dispense equipment and spare parts. The gross
margin percentage increase was a result of increased profitability on dispense
equipment and spare parts net sales.
Operating expenses for the three months ended August 31, 2004 were $1,912,702
compared to $1,650,775 for the same period of the prior year, an increase of
$261,927, or 15.9%. This increase was primarily due to increased administrative
expenses (principally higher personnel costs at Corporate and GCI) and to a
lesser extent increased sales and marketing costs and research, development and
engineering expenses at GCI. The increased sales and marketing expenses were
primarily due to higher personnel costs at both GCI and Raven, selling expenses
at Raven and various other costs at GCI.
Other income increased $5,091 over the 2003 period. This increase was primarily
attributable to higher interest income.
11
COHESANT TECHNOLOGIES INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
NINE MONTHS ENDED AUGUST 31, 2004 AS COMPARED TO THE SAME PERIOD IN THE PRIOR
YEAR.
Net sales for the nine months ended August 31, 2004 were $14,641,856 compared to
$12,526,006 for the same period of the prior year, an increase of $2,115,850 or
16.9%. Net income was $1,359,377, a $360,405 or 36.1% increase over last year.
Net sales of dispense equipment and spare parts at GCI increased $1,293,998 or
15.0%. This increase was primarily attributable to increased sales of fiberglass
dispense equipment and spare parts, coatings dispense equipment and coatings and
polyurethane spare parts, which was partially offset by decreased sales of
polyurethane dispense equipment. Domestic and international net sales increased
8.4% and 23.3%, respectively. The increase in international sales was primarily
a result of increased sales to Europe/Middle East.
Specialty grout and epoxy net sales at Raven were $4,206,300 compared to
$3,387,672 for the comparable year-ago period, an increase of $818,628 or 24.2%.
In addition, Raven had ancillary equipment and part sales of $516,728 compared
to $513,504 for the comparable period last year. Typically, Raven does not sell
equipment unless new Certified Applicators are added or existing applicators
decide to increase their capacity by buying additional equipment.
The Company's gross margin increased to $7,533,440, or 51.5% of net sales, in
the 2004 period from $6,206,686, or 49.6% of net sales, in the 2003 period. The
gross margin dollar increase was primarily attributable to increased sales
volume and improved gross margin percentages on dispense equipment and spare
parts. The gross margin percentage increase was primarily attributable to
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 nine months ended August 31, 2004 were $5,421,617
compared to $4,708,403 for the same period of the prior year, an increase of
$713,214, or 15.1%. This increase was primarily due to increased sales and
marketing costs at both GCI and Raven, increased administrative expenses
(principally higher personnel costs at Corporate and GCI), and increased
research, development and engineering expenses at GCI. The increase in sales and
marketing expenses were primarily a result of increased personnel costs at both
GCI and Raven and increased selling expenses at Raven.
Other income decreased $15,383 to $51,825 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 August
31, 2004 the Company has cash of $4,549,991, net working capital of $9,195,274
and $3,500,000 available under the revolving line of credit.
For the nine months ended August 31, 2004 cash provided by operations was
$1,762,776 compared to $1,142,434 in the comparable period last year. This
increase was due to favorable changes in working capital. Cash usage in
investing activities decreased to $128,102 in the current period from $217,180
in the prior year period. This decrease was due to decreased spending on
property and equipment. Cash used in financing activities was $922,862 in the
current period compared to $27,094 cash provided by financing activities in the
2003 period. This increase was almost entirely due to the Company initiated
dividend program.
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 August 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 $341,957 was 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.
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
13
COHESANT TECHNOLOGIES INC.
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.
PART II
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
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 may vest according to
meeting specific performance measures through November 30, 2006.
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COHESANT TECHNOLOGIES INC.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
a) The Company's annual meeting of stockholders was held on June 10,
2004.
b) At the annual meeting, the Company's stockholders elected Morton A.
Cohen, Dwight D. Goodman, Michael L. Boeckman, Richard L. Immerman
and Morris H. Wheeler as Directors for a term that expires at the
annual meeting of stockholders in 2005.
c) At the annual meeting, the Company's stockholders ratified the
appointment of Ernst & Young LLP as auditors of the Company for
fiscal 2004. The holders of 2,517,288 shares of Common Stock voted
to ratify the appointment, the holders of 2,900 shares voted against
the ratification and the holders of 65 shares abstained.
The following tabulation represents voting for the Directors:
Withheld
For Authority
--------- ---------
Michael L. Boeckman 2,511,399 8,854
Morton A. Cohen 2,511,199 9,054
Dwight D. Goodman 2,508,799 11,454
Richard L. Immerman 2,514,753 5,500
Morris H. Wheeler 2,510,850 9,403
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit
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 June 16, 2004 to report second quarter earnings
(Items 7 and 12).
15
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: September 29, 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