<PAGE> 1
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, 1999
----------------------------------
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
----------------------------------------------------------------
(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 317-875-5592
-----------------
----------------------------------------------------------------
(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 24, 1999, the Company has 2,336,733 shares of
Common Stock, $.001 par value, outstanding.
Transitional Small Business Disclosure Format (check one)
YES NO X
---- ----
<PAGE> 2
COHESANT TECHNOLOGIES INC.
INDEX
<TABLE>
<CAPTION>
Part I. Financial Information PAGE
- ------------------------------ ----
<S> <C>
Cohesant Technologies Inc. Condensed
Balance Sheet as of August 31, 1999.....................1
Cohesant Technologies Inc. Condensed
Statements of Operations for the Three Months Ended
August 31, 1999 and August 31, 1998.................... 2
Cohesant Technologies Inc. Condensed
Statements of Operations for the Nine Months Ended
August 31, 1999 and August 31, 1998.................... 3
Cohesant Technologies Inc. Condensed
Statements of Cash Flows for the Nine Months Ended
August 31, 1999 and August 31, 1998.................... 4
Notes to Condensed Financial Statements......................... 5
Management's Discussion and Analysis of Financial Condition
and Results of Operations.............................. 9
Part II. Other Information
Item 1. Legal Proceedings...................................... 13
Item 6. Exhibits and Reports on Form 8-K....................... 14
Signatures..................................................... 15
</TABLE>
<PAGE> 3
PART I. FINANCIAL INFORMATION
-----------------------------
COHESANT TECHNOLOGIES INC.
CONDENSED CONSOLIDATED BALANCE SHEET
(UNAUDITED)
August 31, 1999
---------------
ASSETS:
Cash and cash equivalents $ 116,665
Accounts receivable, net of allowance
for doubtful accounts of $164,100 3,022,290
Inventory 3,434,766
Prepaid expenses 152,900
Deferred tax asset 165,600
-----------
Total Current Assets 6,892,221
Restricted, temporary investment 206,467
Property, plant and equipment, net 625,424
Investment and advances in unconsolidated affiliate 96,751
Patents and other intangibles, net 121,644
Goodwill, net 620,475
Other noncurrent assets 4,851
Noncurrent assets - discontinued operations 157,566
-----------
Total Assets $ 8,725,399
===========
LIABILITIES AND SHAREHOLDERS' EQUITY:
Revolving line of credit $ 1,348,472
Current maturities of other noncurrent liabilities 160,239
Accounts payable 1,144,467
Accrued wages and benefits 128,392
Other current liabilities 698,830
-----------
Total Current Liabilities 3,480,400
Other noncurrent liabilities 49,121
-----------
Total Liabilities 3,529,521
Commitments and contingencies (Note 7)
Shareholders' Equity:
Common stock ($.001 par value, 10,000,000
shares authorized, 2,688,343 issued) 2,688
Additional paid-in capital 6,450,360
Retained deficit (628,714)
Treasury stock at cost, (351,610 shares) (628,456)
-----------
Total Shareholders' Equity 5,195,878
-----------
Total Liabilities and Shareholders' Equity $ 8,725,399
===========
See Notes to Condensed Financial Statements.
1
<PAGE> 4
COHESANT TECHNOLOGIES INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
For the Three Months Ended
August 31,1999 August 31,1998
-------------- --------------
<S> <C> <C>
NET SALES $ 3,844,303 $ 3,053,923
COST OF SALES 2,126,601 1,683,152
----------- -----------
Gross profit 1,717,702 1,370,771
RESEARCH, DEVELOPMENT AND
ENGINEERING EXPENSES 265,990 219,823
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES 1,099,669 927,637
----------- -----------
TOTAL OPERATING EXPENSES 1,365,659 1,147,460
Income from operations 352,043 223,311
OTHER INCOME (EXPENSE):
Interest expense (32,404) (19,989)
Interest income 1,907 2,495
Equity in income of
unconsolidated affiliate 17,203 11,315
Other income, net 33,794 33,509
----------- -----------
INCOME BEFORE INCOME TAXES 372,543 250,641
PROVISION FOR INCOME TAXES (Note 5) (131,476) --
----------- -----------
NET INCOME 241,067 250,641
=========== ===========
BASIC AND DILUTED EARNINGS PER
COMMON SHARE (Note 3) $ 0.10 $ 0.09
=========== ===========
AVERAGE SHARES OF COMMON STOCK
OUTSTANDING:
BASIC 2,336,733 2,688,343
=========== ===========
DILUTED 2,374,953 2,752,826
=========== ===========
</TABLE>
See Notes to Condensed Financial Statements.
2
<PAGE> 5
COHESANT TECHNOLOGIES INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
For the Nine Months Ended
August 31,1999 August 31,1998
-------------- --------------
NET SALES $ 10,816,041 $ 8,838,730
COST OF SALES 6,040,178 4,957,880
------------ ------------
Gross profit 4,775,863 3,880,850
RESEARCH, DEVELOPMENT AND
ENGINEERING EXPENSES 741,236 630,006
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES 3,185,135 2,700,069
------------ ------------
TOTAL OPERATING EXPENSES 3,926,371 3,330,075
Income from operations 849,492 550,775
OTHER INCOME (EXPENSE):
Interest expense (93,352) (77,373)
Interest income 5,990 7,387
Equity in income of
unconsolidated affiliate 33,182 31,684
Other income, net 102,540 85,405
------------ ------------
INCOME BEFORE INCOME TAXES 897,852 597,878
PROVISION FOR INCOME TAXES (Note 5) (319,928) --
------------ ------------
NET INCOME 577,924 597,878
============ ============
BASIC AND DILUTED EARNINGS PER
COMMON SHARE (Note 3) $ 0.24 $ 0.22
============ ============
AVERAGE SHARES OF COMMON STOCK
OUTSTANDING:
BASIC
2,360,927 2,688,343
============ ============
DILUTED 2,389,002 2,731,674
============ ============
See Notes to Condensed Financial Statements.
3
<PAGE> 6
COHESANT TECHNOLOGIES INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
For the Nine Months Ended
August 31, 1999 August 31, 1998
--------------- ---------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 577,924 $ 597,878
Adjustments to reconcile net income to net cash
used in continuing operations -
Depreciation and amortization 205,061 188,284
Provision for doubtful accounts 84,162 39,300
Equity in income of unconsolidated subsidiary (33,182) (31,684)
Net change in current assets and
current liabilities-
Accounts and notes receivable (1,158,826) (627,391)
Inventories (27,873) (8,663)
Prepaid expenses (529) (77,382)
Accounts payable 86,714 (654,211)
Other current liabilities 234,596 (413,778)
Other noncurrent assets 5,313 23
Other noncurrent liabilities (102,614) 130,755
----------- -----------
Net cash used in continuing operations (129,254) (856,869)
Change in current assets of discontinued
operations -- 1,764,713
----------- -----------
Net cash provided by (used in) operating activities (129,254) 907,844
CASH FLOWS FROM INVESTING ACTIVITIES:
Property and equipment additions (164,568) (136,114)
Change in noncurrent assets of discontinued
operations (86,329) 50,000
Payments from unconsolidated affiliate 19,551 39,211
----------- -----------
Net cash used in investing activities (231,346) (46,903)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings (payments) under revolving
line of credit 480,000 (750,000)
Proceeds from sale of treasury stock 101,351 --
Purchase of treasury stock (224,053) --
----------- -----------
Net cash provided by (used in) financing activities 357,298 (750,000)
----------- -----------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS (3,302) 110,941
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 119,967 59,863
----------- -----------
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $ 116,665 $ 170,804
=========== ===========
SUPPLEMENTAL DISCLOSURES:
Cash paid during the year for
Interest $ 82,685 $ 72,373
----------- -----------
Income Taxes $ 20,833 $ 0
=========== ===========
</TABLE>
See Notes to Condensed Financial Statements.
4
<PAGE> 7
COHESANT TECHNOLOGIES INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 - BACKGROUND
Cohesant Technologies Inc. ("Company") designs, develops and manufactures plural
component dispensing systems, specialized spray finishing and coating
application equipment and specialty two component epoxy coating and grout
products through two subsidiaries--Glas-Craft, Inc. ("GCI") 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, 1998 Annual Report to Shareholders on Form 10-KSB.
The accompanying condensed consolidated financial statements include the
accounts of the Company and its direct 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
The Company computes earnings per share in accordance with Statement of
Financial Accounting Standards No. 128, "Earnings Per Share". This standard
requires the presentation of two amounts, basic and diluted earnings per share.
Financial instruments considered in the computation of diluted earnings per
share included only the Company's outstanding stock options as the outstanding
warrants are antidilutive for each period presented.
5
<PAGE> 8
COHESANT TECHNOLOGIES INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 4 - REVOLVING LINE OF CREDIT FACILITY
On May 1, 1999, the Company's revolving line of credit agreement with a bank was
renewed. This $3,500,000 credit facility is subject to a borrowing base and
accrues interest at the bank's prime lending rate (8.25% as of August 31, 1999).
The credit facility is fully secured by a lien on all the assets of the Company
and its operating subsidiaries. The credit facility expires on May 1, 2000.
This agreement requires that the Company meet certain covenants including
financial ratios. As of August 31, 1999, the Company was in compliance with the
financial covenants. As of August 31, 1999, the outstanding balance under this
agreement was $1,348,472.
NOTE 5- INCOME TAXES
The Company has provided for income taxes at its estimated effective tax rate of
37% during the first nine months of fiscal 1999. The Company did not record a
provision for income taxes for the 1998 nine month period due to the utilization
of the Company's net operating loss carryforwards for which a full valuation
allowance had been established in prior years due to the risk that the net
operating loss carryforwards may expire unused.
NOTE 6- DISCONTINUED OPERATIONS
On November 30, 1997, the Company's Board of Directors signed an agreement to
sell certain assets of American Chemical Company's ("ACC") adhesive, private
label and toll manufacturing business and decided to account for such business
as a discontinued operation for all periods presented in accordance with
Accounting Principles Board No. 30, "Reporting the Results of Operations -
Reporting the Effects of a Disposal of a Segment of a Business, and
Extraordinary, Unusual and Infrequently Occurring Events and Transactions."
On January 14, 1998, the Company, ACC and a third party completed the sale of
certain assets (inventory and certain intangibles) of the discontinued business
and executed a three-year non-compete agreement for an aggregate contract amount
of $1,350,000. The $350,000 payment received in exchange for the non-compete
agreement is being amortized to income over the three-year contract period. The
unamortized portion of the non-compete agreement of $116,667 and $38,893 are
included in the accompanying
6
<PAGE> 9
COHESANT TECHNOLOGIES INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
Condensed Consolidated Balance Sheet as an Other Current and Noncurrent
Liability, respectively.
As of August 31, 1999, the remaining assets of the discontinued segment are
reflected as assets held for sale at net realizable value less costs to sell,
which includes an estimate for environmental remediation costs, in the
accompanying Consolidated Balance Sheet as Noncurrent Assets - Discontinued
Operations. Disposal of these assets has been delayed pending the outcome of
certain environmental evaluations at the site (Note 7). Management will
reevaluate the net realizable value of these assets as additional information
regarding the environmental remediation alternatives and the ultimate
disposition of the assets becomes available. The operating activity of the
discontinued segment ceased during the second quarter of 1998. Net sales of the
discontinued segment were $0 and $722,879 during the first nine months of fiscal
1999 and 1998, respectively. Total operating losses from the discontinued
segment were $0 and $321,303 during the first nine months of fiscal 1999 and
1998, respectively. Operating results for this business are consistent with the
Company's prior estimate of these amounts.
NOTE 7- COMMITMENTS AND CONTINGENCIES
The Company is proceeding to investigate the environmental condition of its St.
Louis property. Based upon the initial findings and results, the Company is
evaluating several alternatives for the property including marketing and sale
of the property, certain other forms of disposal and further remediation deemed
necessary. The Company accrues costs for an estimated environmental liability
when management becomes aware that a liability is probable and is able to
reasonably estimate the Company's cost. Generally, that occurs no later than
when feasibility studies and related cost assessments of remedial techniques
are completed, and the extent to which other potentially responsible parties
(if any), can be expected to contribute is determined. Outside consultants are
being used to perform site investigation work and to advise management on the
findings and remediation alternatives. In management's opinion, the liabilities
for the environmental matter mentioned above which are probable and reasonably
estimable are accrued. As of August 31, 1999, the environmental reserve was
approximately $165,000. The reserve is reflected as an adjustment to the
carrying value of the property held for sale. The actual costs to be incurred
by the Company will be dependent on final delineation of contamination, final
determination of remedial action required, negotiations with federal and state
agencies with respect to cleanup levels, changes in regulatory requirements,
innovations in investigatory and remedial technologies and effectiveness of
remedial technologies employed.
7
<PAGE> 10
COHESANT TECHNOLOGIES INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
The Company is a party to other legal and environmental matters which have
arisen in the ordinary course of business. Management believes the ultimate
disposition of these matters will not have a material adverse effect on the
Company's financial position or results of operations.
NOTE 8- COMMON STOCK
In October 1998, the Company announced a share repurchase program. The Company
completed purchases under the program in April 1999. The Company repurchased
413,500 shares for $729,807. In December 1998 the Company sold 61,890 shares out
of treasury to the Company sponsored 401(k) plan for $101,351.
8
<PAGE> 11
COHESANT TECHNOLOGIES INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
THREE MONTHS ENDED AUGUST 31, 1999
COMPARED TO THE THREE MONTHS ENDED AUGUST 31, 1998
RESULTS OF OPERATIONS
- ---------------------
For the three months ended August 31, 1999, net sales increased $790,380, or
26%. Of this amount, $677,635 represented increased net sales of equipment and
parts. This increase was attributable to sales of polyurethane equipment and
sales to OEM accounts. Domestic equipment and parts net sales increased 48%,
whereas foreign equipment and parts net sales decreased 2% when compared to the
1998 period. The decline in foreign sales was the result of decreased sales to
South America and Europe which was partially offset by an increase in sales to
the Asia/Pacific Region. Specialty grout and epoxy products net sales increased
$112,745, or 28%. This increase was a result of sales to new Certified
Applicators.
The Company's gross margin increased to $1,717,702, or 44.7% of net sales, in
the current quarter from $1,370,771, or 44.9% of net sales, in the 1998 period.
The increase in gross profit was attributable to the increased sales volume.
Operating expenses are up $218,199, or 19% in the third quarter of 1999 over
1998 period. This increase was principally due to additional marketing and
administrative expenses attributable to the increased sales volume. Also, higher
personnel costs included in research, development and engineering expenses
contributed to this increase.
During the third quarter of 1999, other income, net of other expenses, decreased
from the same period in the prior year by $6,830, due principally to increased
interest expense which was partially offset by an increase in income derived
from the unconsolidated affiliate.
NINE MONTHS ENDED AUGUST 31, 1999
COMPARED TO THE NINE MONTHS ENDED AUGUST 31, 1998
RESULTS OF OPERATIONS
- ---------------------
For the nine months ended August 31, 1999, net sales increased $1,977,311, or
22%, reflective of $2,018,122 increase in net sales of equipment and parts and a
$40,811 decrease in net sales of specialty grout and epoxy products. The
equipment increase was primarily attributable to sales of polyurethane equipment
and sales to OEM accounts. Domestic and foreign equipment and parts net sales
increased 50% and 4% respectively,
9
<PAGE> 12
COHESANT TECHNOLOGIES INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
over the 1998 period. The increase in foreign sales was a result of increased
sales in Europe and the Asian/Pacific region, which was offset by a considerable
decrease in sales to South America. The decrease in specialty grout and epoxy
products net sales was a result of completion of certain large projects in 1998
which was partially offset by sales from the addition of new Certified
Applicators.
The Company's gross margin increased to $4,775,863, or 44.2% of net sales, in
the current nine month period from $3,880,850, or 43.9% of net sales, in the
1998 period. The increase in gross profit was attributable to the increased
sales volume and product mix.
Operating expenses are up $596,296, or 17.9%, over the 1998 comparable period.
This increase was principally due to additional marketing and administrative
expenses attributable to the increased sales volume. Also, higher personnel
costs included in research, development and engineering expenses contributed to
this increase.
During the first nine months of 1999, other income, net of other expenses,
increased from the same period in the prior year by $1,257, due principally to
increased income derived from amortization of the agreement not to compete in
the adhesive, private label and toll manufacturing business and income from
finance charges attributable to outstanding trade receivables. The increase was
offset in part by increased interest expense.
DISCONTINUED OPERATIONS
- -----------------------
In January 1998, the Company and its American Chemical Company subsidiary
("ACC") completed the sale of certain assets (inventory and certain intangibles)
of ACC's adhesive, private label and toll manufacturing business (the
"discontinued operation") for $1,350,000. The purchase price includes $350,000
allocated to a three-year non-compete agreement, which is being allocated to
income over a three-year term. The unamortized portion of the non-compete
agreement of $116,667 and $38,893 is included in the accompanying Condensed
Consolidated Balance Sheet as an Other Current and Noncurrent Liability,
respectively. The Company accounted for ACC's business as a discontinued
operation, in accordance with APB No. 30, as of November 30, 1997 when the
definitive sale agreement was executed.
As of August 31, 1999, the remaining assets of the discontinued segment are
reflected as assets held for sale at net realizable value less costs to sell,
which includes an estimate for
10
<PAGE> 13
COHESANT TECHNOLOGIES INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
environmental remediation costs, in the accompanying Consolidated Balance Sheet
as Noncurrent Assets - Discontinued Operations. Disposal of these assets has
been delayed pending the outcome of certain environmental evaluations at the
site (Note 7). Management will reevaluate the net realizable value of these
assets as additional information regarding the environmental remediation
alternatives and the ultimate disposition of the assets becomes available. The
operating activity of the discontinued segment ceased during the second quarter
of 1998. Net sales of the discontinued segment were $0 and $722,879 during the
first nine months of 1999 and 1998, respectively. Total operating losses from
the discontinued segment were $0 and $321,303 during the first nine months of
1999 and 1998, respectively. Operating results for this business are consistent
with the Company's prior estimate of these amounts.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
On May 1, 1999, the Company's revolving line of credit agreement with a bank was
renewed. This $3,500,000 credit facility is subject to a borrowing base and
accrues interest at the bank's prime lending rate (8.25% as of August 31, 1999).
The credit facility is fully secured by a lien on all the assets of the Company
and its operating subsidiaries. The credit facility expires on May 1, 2000. As
of August 31, 1999, the outstanding balance under this agreement was $1,348,472
an increase of $480,000 over November 30, 1998. This increase was due to higher
trade receivable balances and the purchase of treasury shares.
In October 1998, the Company announced a share repurchase program. The Company
completed purchases under the program in April 1999. The Company repurchased
413,500 shares for $729,807. In December 1998 the Company sold 61,890 shares out
of treasury to the Company sponsored 401(k) plan for $101,351.
As of August 31, 1999 the Company's working capital increased to $3,411,821 from
$3,128,005 at November 30, 1998.
YEAR 2000
- ---------
The "Year 2000 Issue" refers to the inability of computers and applications to
correctly interpret and process Year 2000 dated transactions. The software
problem results from a memory-saving practice of using two digits instead of
four to denote years in a program. Computer systems that are not Year 2000
compliant may not be able to be relied upon to process data accurately for
transactions dated after the year 1999. The Company has developed a plan to
address possible exposures related to the impact of the Year 2000
11
<PAGE> 14
COHESANT TECHNOLOGIES INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Issue. Possible exposures include the Company's ability to procure and manage
inventory, ship product and bill and collect from customers. The Company has
tested and confirmed the readiness of its mainframe computer system. Also, the
Company has identified other software and systems with potential Year 2000
problems. These costs incurred to date and estimated future costs will not in
the aggregate be material. The Company has effectively completed its review and
testing of its Year 2000 compliance program.
In addition, the Company has identified and is assessing the readiness of third
parties, primary suppliers and customers. There is no guarantee that the systems
of these third parties will be timely converted, however, the Company plans to
devote the necessary resources to resolve any potentially significant Year 2000
issues facing it, whether from within its operations or as a result of its
interaction with these third parties, in a timely manner. The Company has
developed contingency plans that will address critical activities, as determined
by management, if events prove its Year 2000 compliant program to be deficient.
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.
12
<PAGE> 15
COHESANT TECHNOLOGIES INC.
PART II. OTHER INFORMATION
- --------------------------
ITEM 1. Legal Proceedings
There are no pending legal proceedings to which the Company is subject, nor to
the knowledge of the Company are any legal proceedings threatened, other than
for ordinary, routine proceedings incidental to its business, except as follows:
The Company is proceeding to investigate the environmental condition of its St.
Louis property. Based upon the initial findings and results, the Company is
evaluating several alternatives for the property including marketing and sale
of the property, certain other forms of disposal and further remediation deemed
necessary. The Company accrues costs for an estimated environmental liability
when management becomes aware that a liability is probable and is able to
reasonably estimate the Company's cost. Generally, that occurs no later than
when feasibility studies and related cost assessments of remedial techniques
are completed, and the extent to which other potentially responsible parties
(if any), can be expected to contribute is determined. Outside consultants are
being used to perform site investigation work and to advise management on the
findings and remediation alternatives. In management's opinion, the liabilities
for the environmental matter mentioned above which are probable and reasonably
estimable are accrued. As of August 31, 1999, the environmental reserve was
approximately $165,000. The reserve is reflected as an adjustment to the
carrying value of the property held for sale. The actual costs to be incurred
by the Company will be dependent on final delineation of contamination, final
determination of remedial action required, negotiations with federal and state
agencies with respect to cleanup levels, changes in regulatory requirements,
innovations in investigatory and remedial technologies and effectiveness of
remedial technologies employed.
13
<PAGE> 16
COHESANT TECHNOLOGIES INC.
ITEM 6. Exhibits and reports on Form 8-K
(a) Exhibits 27 - Financial Data Schedule
(b) Reports on Form 8-K - none
14
<PAGE> 17
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: September 24, 1999
COHESANT TECHNOLOGIES INC.
BY: /s/ Robert W. Pawlak
--------------------------
Robert W. Pawlak
Chief Financial Officer
15
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000928420
<NAME> COHESANT TECHNOLOGIES INC.
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> NOV-30-1999
<PERIOD-START> JUN-01-1999
<PERIOD-END> AUG-31-1999
<CASH> 116,665
<SECURITIES> 0
<RECEIVABLES> 3,186,390
<ALLOWANCES> 164,100
<INVENTORY> 3,434,766
<CURRENT-ASSETS> 6,892,221
<PP&E> 1,368,112
<DEPRECIATION> 742,688
<TOTAL-ASSETS> 8,725,399
<CURRENT-LIABILITIES> 3,480,400
<BONDS> 0
0
0
<COMMON> 2,688
<OTHER-SE> 5,193,190
<TOTAL-LIABILITY-AND-EQUITY> 8,725,399
<SALES> 3,844,303
<TOTAL-REVENUES> 3,844,303
<CGS> 2,126,601
<TOTAL-COSTS> 2,126,601
<OTHER-EXPENSES> 265,990
<LOSS-PROVISION> 6,069
<INTEREST-EXPENSE> 32,404
<INCOME-PRETAX> 372,543
<INCOME-TAX> 131,476
<INCOME-CONTINUING> 241,067
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 241,067
<EPS-BASIC> 0.10
<EPS-DILUTED> 0.10
</TABLE>
