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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 February 28, 1997
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or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from to
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Commission File Number: 0-25126
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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.)
1801 East 9th Street, Ste. 510, Cleveland, Ohio 44114
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code 216-861-6266
---------------------------------
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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 April 9, 1997, the Company has 2,688,343 shares of Common Stock,
$.001 par value, outstanding.
Transitional Small Business Disclosure Format (check one)
YES NO X
--- ---
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COHESANT TECHNOLOGIES INC.
INDEX
Part I. Financial Information PAGE
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<S> <C>
Cohesant Technologies Inc. Condensed
Balance Sheet as of February 28, 1997.............................. 1
Cohesant Technologies Inc. Condensed
Statement of Operations for the Three Months Ended
February 28, 1997 and February 29, 1996........................... 2
Cohesant Technologies Inc. Condensed
Statement of Cash Flows for the Three Months Ended
February 28, 1997 and February 29, 1996........................... 3
Notes to Condensed Financial Statements................................ 4
Management's Discussion and Analysis of Financial Condition
and Results of Operations......................................... 8
Part II.
Other Information...................................................... 11
Signatures............................................................. 12
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PART I. FINANCIAL INFORMATION
-----------------------------
COHESANT TECHNOLOGIES INC.
CONDENSED CONSOLIDATED BALANCE SHEET
(UNAUDITED)
February 28,1997
----------------
<S> <C>
ASSETS:
Cash and cash equivalents $ 113,185
Accounts receivable, net of allowance
for doubtful accounts of $64,074 2,512,023
Receivable from insurance company 278,336
Tax refund receivable 93,700
Inventory, net 3,217,183
Prepaid expenses 171,936
Deferred tax asset 145,500
-----------
Total Current Assets 6,531,863
Restricted, temporary investment 205,569
Notes receivable 15,688
Property, plant and equipment, net 950,713
Investment and advances in unconsolidated affiliate 184,990
Patents and other intangibles, net 251,731
Goodwill, net 604,213
Other noncurrent assets 85,777
-----------
Total Assets $ 8,830,544
===========
LIABILITIES AND SHAREHOLDERS' EQUITY:
Notes payable under line of credit agreement $ 770,000
Current maturities of long-term liabilities 50,053
Accounts payable 1,753,837
Other current liabilities 260,955
-----------
Total Current Liabilities 2,834,845
Other noncurrent liabilities 80,161
-----------
Total Liabilities 2,915,006
Commitments and contingencies
Shareholders' Equity:
Common stock ($.001 par value, 10,000,000
shares authorized, 2,688,343 issued and
outstanding) 2,688
Additional paid-in capital 6,450,360
Accumulated retained earnings (537,510)
-----------
Total Shareholders' Equity 5,915,538
-----------
Total Liabilities and Shareholders' Equity $ 8,830,544
===========
</TABLE>
See Notes to Condensed Financial Statements.
1
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COHESANT TECHNOLOGIES INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
For the Three Months Ended
February 28,1997 February 29,1996
---------------- ----------------
<S> <C> <C>
NET SALES $ 3,464,152 $ 2,923,651
COST OF SALES 2,293,013 2,046,678
----------- -----------
Gross profit 1,171,139 876,973
RESEARCH, DEVELOPMENT
AND ENGINEERING
EXPENSES 232,512 222,879
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES 1,038,648 869,562
OTHER CHARGES (note 9) -- 60,000
----------- -----------
Loss from operations (100,021) (275,468)
OTHER INCOME (EXPENSE):
Interest expense (12,268) (10,745)
Interest income 5,170 14,425
Equity in income of
unconsolidated affiliate 16,468 6,204
Other - net (1,757) (8,487)
----------- -----------
LOSS BEFORE
INCOME TAXES (92,408) (274,071)
PROVISION FOR INCOME TAXES -- 103,216
----------- -----------
NET LOSS $ (92,408) $ (170,855)
=========== ===========
NET LOSS PER SHARE $ (0.03) $ (0.06)
=========== ===========
AVERAGE SHARES OUTSTANDING 2,688,343 2,656,111
=========== ===========
</TABLE>
See Notes to Condensed Financial Statements.
2
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COHESANT TECHNOLOGIES INC.
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
For the Three Months Ended
February 28, 1997 February 29, 1996
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<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (92,408) $ (170,855)
Adjustments to reconcile net income to
net cash provided by (used in)
operating activities -
Depreciation and amortization 85,576 66,983
Provision for doubtful accounts 5,500 12,500
Equity in income of unconsolidated subsidiary (16,468) (6,204)
Net change in assets and liabilities, net of effects
from purchase of Raven
Accounts and notes receivable (486,725) 49,312
Receivable from insurance company (157,364) --
Inventories (276,332) (2,840)
Prepaid expenses (34,552) (73,850)
Accounts payable 105,893 (141,260)
Other current liabilities 8,247 (396,123)
Other noncurrent assets (36,799) (1,889)
Other noncurrent liabilities (7,758) 31,833
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Net cash used in operating activities (903,190) (632,393)
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CASH FLOWS FROM INVESTING ACTIVITIES:
Payment for purchase of Raven -- (125,000)
Property and equipment additions (74,740) (59,390)
Maturity of temporary investment -- 246,901
Maturity of (investment in) restricted, temporary
investments (2,421) 2,661
Investment and advances in
unconsolidated affiliate (27,215) 3,646
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Net cash used in investing activities (104,376) 68,818
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CASH FLOWS PROVIDED BY FINANCING
ACTIVITIES:
Net borrowings under
line of credit agreement 620,000 150,000
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Net cash provided by financing activities 620,000 150,000
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NET DECREASE IN CASH
AND CASH EQUIVALENTS (387,566) (413,575)
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 500,751 1,247,061
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CASH AND CASH EQUIVALENTS AT
END OF PERIOD $ 113,185 $ 833,486
=========== ===========
</TABLE>
See Notes to Condensed Financial Statements.
3
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COHESANT TECHNOLOGIES INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 - BACKGROUND
Cohesant Technologies designs, develops and manufactures plural component
dispensing systems, specialized spray finishing and coating application
equipment and specialty coating, adhesive and sealant products through three
subsidiaries--Glas-Craft, Inc ("GCI"), American Chemical Company ("ACC") and
Raven Lining Systems, Inc. ("Raven").
NOTE 2 - BASIS OF PRESENTATION
The 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 generally accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations. However, in the opinion of
management of the Company, the interim financial statements include all
adjustments, which consist only of normal recurring accruals, necessary to
present fairly the financial information for such periods.
These interim financial statements should be read in conjunction with the
financial statements and the notes thereto included in the Company's November
30, 1996 Annual Report to Shareholders on Form 10-KSB.
4
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COHESANT TECHNOLOGIES INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
The accompanying condensed consolidated financial statements include the
accounts of the Company and its direct and indirect wholly owned subsidiaries.
The Company's noncontrolling investment in an affiliate is accounted for under
the equity method. All significant intercompany amounts have been eliminated.
NOTE 3 - EARNINGS PER SHARE
Earnings per share are based on the weighted average number of common stock
shares outstanding during the period. The stock options, the warrants, the
underwriter's purchase option and related warrants were not considered as they
would have an antidilutive effect on earnings per share.
NOTE 4 - STATEMENT OF CASH FLOWS
For purposes of the Statement of Cash Flows, all highly liquid investments
purchased with an original maturity of 90 days or less are considered as cash
and cash equivalents. Noncash investing activities include the assumption of
certain liabilities and the issuance of common stock in connection with the
purchase of the assets of Raven Management Services, Inc. ("Raven") (Note 7).
NOTE 5 - RECEIVABLE FROM INSURANCE COMPANY
In August 1996, ACC had a fire at its manufacturing facility in St. Louis, and
as a result, has had to outsource some of its manufacturing. The fire directly
impacted ACC's sales, costs and profits. The Company has identified to date
costs of $278,336 which are reimbursable by its insurance carrier under terms of
its business interruption or property damage coverage. The amount recoverable
from insurance has been accrued as a receivable in the accompanying consolidated
balance sheet.
The Company has had discussions with it's insurance agent and continues to
assess whether additional costs are reimbursable under the terms of its
insurance policy.
NOTE 6 - REVOLVING LINE OF CREDIT FACILITY
On March 20, 1995, the Company entered into a revolving line of credit agreement
with a bank. This $2,000,000 unsecured credit facility, as amended, expires May
31, 1997 and
5
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COHESANT TECHNOLOGIES INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
accrues interest at the bank's prime lending rate (8.25% as of February 28,
1997). This facility can be used to fund working capital requirements, capital
expenditures and permitted acquisitions. In connection with this agreement, the
bank executed agreements with GCI and ACC to act as guarantors of the Company's
outstanding indebtedness. The revolving line of credit had an outstanding
balance of $770,000 as of February 28, 1997.
The agreement, among other restrictions, requires the Company to maintain at the
end of each month tangible net worth (as defined in the agreement) of $5,000,000
and a ratio of liabilities to tangible net worth at a level not greater than
1.50 to 1.00. As of February 28, 1997, the Company was in violation of the
tangible net worth covenant. Due to the violation and as a result of the jury
verdict against ACC, as described in note 8, the Bank and the Company have
agreed that no further borrowings under the Credit Facility will be made until a
new facility has been negotiated. The parties are currently negotiating a new
secured facility. The Company is also in discussions with other possible
lenders. The Company expects to have a new credit facility in place within the
next 45 days.
NOTE 7- ACQUISITION OF RAVEN LINING SYSTEMS, INC.
On December 13, 1995, ACC acquired substantially all of the assets and assumed
certain liabilities of Raven Lining Systems, Inc. (Raven) for an initial total
purchase price of approximately $1,000,000 including the assumed debt. Goodwill
of approximately $664,000 was recorded in connection with the acquisition, which
is being amortized over 18 years. The purchase price was paid by the issuance of
52,807 shares of common stock valued at $165,000 and cash of $125,000. The
agreement also provides for a contingent payment, not to exceed $600,000,
payable in cash or Cohesant stock, based on profitability of the newly formed
subsidiary, Raven Lining Systems, Inc. over a five year period ending November
30, 2000.
NOTE 8- COMMITMENTS AND CONTINGENCIES
On March 5, 1997, a jury verdict was rendered in a lawsuit ACC filed in 1991
against a customer seeking collection for amounts owed on open account. The
customer filed a counterclaim against ACC
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COHESANT TECHNOLOGIES INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
alleging damages arising out of a 1988 distributors agreement. The jury awarded
ACC $82,000 for amounts owed on the trade receivable, but also awarded the
customer $400,000 in compensatory damages and $1,500,000 in punitive damages on
its counterclaim. ACC has filed post-trial motions seeking a judgment
notwithstanding the verdict on the customer's counterclaim or, in the
alternative, a new trial. ACC believes the jury verdict on the counterclaim to
be inconsistent and contrary to the evidence and ACC intends to vigorously
defend its position throughout the post-trial appeal process. No reserve has
been recorded as February 28, 1997 as the ultimate outcome of the case is
uncertain.
NOTE 9- OTHER CHARGES
During the first quarter of 1996 the Company had non-recurring charges of
$60,000 associated with legal and related costs incurred in connection with a
settlement agreement with its product liability insurer.
7
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COHESANT TECHNOLOGIES INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
FIRST QUARTER ENDED FEBRUARY 28, 1997
RESULTS OF OPERATIONS
- ---------------------
For the three months ended February 28, 1997, net sales increased $540,501, or
18.5%. Of this amount, $256,505 represented increased specialty chemical sales
of adhesives, sealants and epoxy coatings, and $283,996 represented increased
sales of equipment systems and parts. The increase in equipment and parts sales
were attributable to a 31% increase in foreign sales and 5% increase in domestic
sales.
The Company's gross margin increased to $1,171,139, or 33.8% in the current
quarter from $876,973, or 30.0% in the 1996 period. The increase of $294,166 was
primarily attributable to increased sales and an increase in the chemical
group's gross margin due to lower manufacturing expenses and improved product
mix.
Operating expenses increased $178,719, or 16.4% in the first quarter of 1997
over the first quarter of 1996. This increase was principally due to additional
expenses of continued marketing efforts attributable to the reorganization of
the Company in 1996.
Other charges for the three months ended February 29, 1996 were $60,000,
attributable to non-recurring legal costs associated with a settlement agreement
with its product liability insurer. No such costs were incurred in the same
period in 1997.
During the first quarter of 1997, other income, net of other expenses, increased
from the same period in the prior year by approximately $6,200, due principally
to income earned in the first quarter of 1997 of approximately $16,500 from its
equity in RTM Systems.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
On March 5, 1997, a jury verdict was rendered in a lawsuit the Company's
American Chemical Company subsidiary (ACC) filed in 1991 against a customer
seeking collection for amounts owed on open account. The customer filed a
counterclaim against ACC alleging damages arising out of a 1988 distributors
agreement. The jury awarded ACC $82,000 for amounts owed on the trade
receivable, but also awarded the customer $400,000 in compensatory damages and
$1,500,000 in punitive damages on its counterclaim. ACC has filed post-trial
motions seeking a judgment notwithstanding the verdict on the customer's
counterclaim or, in the alternative, a new trial. ACC believes the jury verdict
on the counterclaim to be inconsistent and contrary to the evidence and ACC
intends to vigorously defend its position throughout the post-trial appeal
process.
8
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COHESANT TECHNOLOGIES INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
No reserve has been recorded as of February 28, 1997 as the ultimate outcome of
the case is uncertain.
Were ACC required to pay the full $1,900,000 judgment, the capital of ACC would
be impaired. The Company is reviewing its options with regards to the operations
of ACC, but does not expect that it will be required to take any extraordinary
actions so long as the judgment creditor continues to refrain from any action
pending conclusion of post-trial appeals.
The Company's existing $2,000,000 unsecured revolving line of credit ("Credit
Facility") expires on May 31, 1997. The agreement, among other restrictions,
requires the Company to maintain at the end of each month tangible net worth (as
defined in the agreement) of $5,000,000 and a ratio of liabilities to tangible
net worth at a level not greater than 1.50 to 1.00. As of February 28, 1997 the
Company was in violation of the tangible net worth covenant. Due to the
violation and as a result of the jury verdict against ACC, as described in note
8, the Bank and the Company have agreed that no further borrowings under the
Credit Facility will be made until a new facility has been negotiated. The
parties are currently negotiating a new secured facility. At March 31, 1997, the
Company's borrowings under the Credit Facility were $770,000. The Company is
also in discussions with other possible lenders. The Company utilizes its
current Credit Facility and will utilize any new facility to fund working
capital requirements and capital expenditures. The Company expects to have a new
credit facility in place within the next 45 days. Assuming the Company is able
to obtain the proposed new facility, such facility, together with cash generated
by operations, will be sufficient to provide for the Company's working capital
and capital expenditures for the next 12 months.
During the quarter ended February 28, 1997, the Company's working capital
decreased $217,183, from $3,914,201 at November 30, 1996 to $3,697,018 at
February 28, 1997. This decrease was due to the net loss for the period of
$92,408, a decrease in cash and cash equivalents and a $620,000 increase in
borrowings under the Company's line of credit, offset by a $486,725 increase in
accounts receivable and a $276,332 increase in inventory.
9
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COHESANT TECHNOLOGIES INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
(CONTINUED)
As of February 28, 1997, the working capital included cash and cash equivalents
of $113,185.
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 foreign markets for plural component
dispensing systems and a reduction in growth of markets for the Company's epoxy
coating systems.
10
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COHESANT TECHNOLOGIES INC.
PART II. OTHER INFORMATION
- --------------------------
ITEM 1. Legal Proceedings
In early March a St. Louis, Missouri jury verdict was rendered in a lawsuit
filed by American Chemical Company ("ACC"), a Missouri corporation and a
subsidiary of the Company against one of its customers Superior Coatings, Inc.
("Superior"). The lawsuit was originally filed by ACC in 1991 seeking collection
for amounts owed on open account. Superior filed a counterclaim against ACC
stating claims arising from a 1988 distributor agreement. ACC prevailed on its
claim and was awarded an aggregate of $82,000; however, Superior also prevailed
on its claim, and was awarded $400,000 in compensatory damages and $1,500,000 in
punitive damages. Management believes that the verdict was contrary to the
evidence and intends to vigorously defend its position through the post-trial
appeal process.
.
ITEM 6. Exhibits and reports on Form 8-K
(a) Exhibits 27 - Financial Data Schedule
(b) Reports on Form 8-K - none
11
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SIGNATURE
In accordance with the requirements of the Exchange Act, the Registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Dated: April 11, 1997
COHESANT TECHNOLOGIES INC.
BY: /s/ Morton A. Cohen
-------------------------------------------
Morton A. Cohen
Chairman and Chief Executive Officer
(Principal Executive Officer)
BY: /s/ Dwight D. Goodman
-------------------------------------------
Dwight D. Goodman
President
(Principal Operating and Financial Officer)
12
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> NOV-30-1997
<PERIOD-START> DEC-01-1996
<PERIOD-END> FEB-28-1997
<CASH> 113,185
<SECURITIES> 0
<RECEIVABLES> 2,591,785
<ALLOWANCES> 64,074
<INVENTORY> 3,217,183
<CURRENT-ASSETS> 6,531,863
<PP&E> 1,394,551
<DEPRECIATION> 443,838
<TOTAL-ASSETS> 8,830,544
<CURRENT-LIABILITIES> 2,834,845
<BONDS> 0
<COMMON> 2,688
0
0
<OTHER-SE> 5,912,850
<TOTAL-LIABILITY-AND-EQUITY> 8,830,544
<SALES> 3,464,152
<TOTAL-REVENUES> 3,464,152
<CGS> 2,293,013
<TOTAL-COSTS> 2,525,525
<OTHER-EXPENSES> 1,757
<LOSS-PROVISION> 5,500
<INTEREST-EXPENSE> 12,268
<INCOME-PRETAX> (92,408)
<INCOME-TAX> 0
<INCOME-CONTINUING> (92,408)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (92,408)
<EPS-PRIMARY> (0.03)
<EPS-DILUTED> 0
</TABLE>
