COHESANT TECHNOLOGIES INC
10QSB, 2000-06-22
GENERAL INDUSTRIAL MACHINERY & EQUIPMENT
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<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      May 31, 2000
                               -------------------------------------------------

                                       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 June 20, 2000, the Company has 2,341,608 shares of Common Stock, $.001 par
value, outstanding.

Transitional Small Business Disclosure Format (check one)
                                                            YES     NO  X
                                                                ---    ---


<PAGE>   2






                           COHESANT TECHNOLOGIES INC.

                                      INDEX

Part I.  Financial Information                                             PAGE
------------------------------                                             ----

         Cohesant Technologies Inc. Condensed Consolidated
                  Balance Sheet as of May 31, 2000...........................1

         Cohesant Technologies Inc. Condensed Consolidated
                  Statements of Operations for the Three Months Ended
                  May 31, 2000 and May 31, 1999..............................2

         Cohesant Technologies Inc. Condensed Consolidated
                  Statements of Operations for the Six Months Ended
                  May 31, 2000 and May 31, 1999..............................3

         Cohesant Technologies Inc. Condensed Consolidated
                  Statements of Cash Flows for the Six Months Ended
                  May 31, 2000 and May 31, 1999..............................4

         Notes to Condensed Consolidated Financial Statements................5

         Management's Discussion and Analysis of Financial Condition
                  and Results of Operations.................................10



         Part II.    Other Information
         -----------------------------

         Item 4. Submission of Matters to a Vote of Security Holders........13

         Item 6. Exhibits and Reports on Form 8-K...........................13


Signature...................................................................14





<PAGE>   3
                          PART I. FINANCIAL INFORMATION
                          -----------------------------

                           COHESANT TECHNOLOGIES INC.

                      CONDENSED CONSOLIDATED BALANCE SHEET
                                   (UNAUDITED)


                                                                   May 31, 2000
                                                                   ------------
ASSETS:
     Cash                                                           $    77,918
     Accounts receivable, net of allowance
          for doubtful accounts of $192,079                           2,949,027
     Inventories, net                                                 3,973,282
     Prepaid expenses and other                                         141,720
     Deferred tax assets                                                274,200
                                                                    -----------
               Total Current Assets                                   7,416,147

     Property, plant and equipment, net                                 586,464
     Investment and advances in unconsolidated affiliate                112,423
     Patents and other intangibles, net                                 116,674
     Goodwill, net                                                      699,044
     Other noncurrent assets                                              5,037
                                                                    -----------
               Total Assets                                         $ 8,935,789
                                                                    ===========


LIABILITIES AND SHAREHOLDERS' EQUITY:
     Revolving line of credit                                       $ 1,020,000
     Current maturities of long-term liabilities                         81,529
     Accounts payable                                                 1,213,359
     Accrued salaries, benefits and commissions                         296,113
     Accrued income taxes                                               480,168
     Other current liabilities                                          154,763
                                                                    -----------
               Total Current Liabilities                              3,245,932

Commitments and contingencies

     Shareholders' Equity:
          Common stock ($.001 par value, 10,000,000
               shares authorized, 2,688,343 issued)                       2,688
          Additional paid-in capital                                  6,447,960
          Retained deficit                                             (141,061)
          Treasury stock at cost, (346,735 shares)                     (619,730)
                                                                    -----------
                    Total Shareholders' Equity                        5,689,857
                                                                    -----------

                    Total Liabilities and Shareholders' Equity      $ 8,935,789
                                                                    ===========



            See Notes to Condensed Consolidated Financial Statements.





                                        1

<PAGE>   4

                           COHESANT TECHNOLOGIES INC.

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

                                                  For the Three Months Ended
                                                May 31, 2000       May 31, 1999
                                                ------------       ------------

NET SALES                                        $ 4,266,822        $ 3,876,331
COST OF SALES                                      2,485,776          2,153,047
                                                 -----------        -----------
     Gross profit                                  1,781,046          1,723,284

RESEARCH, DEVELOPMENT AND
    ENGINEERING EXPENSES                             297,030            241,243
SELLING, GENERAL AND
     ADMINISTRATIVE EXPENSES                       1,206,094          1,182,091
                                                 -----------        -----------
TOTAL OPERATING EXPENSES                           1,503,124          1,423,334

    Income from operations                           277,922            299,950

OTHER INCOME (EXPENSE):
     Interest expense                                (20,066)           (36,555)
     Interest income                                       0              1,869
     Equity in income of
          unconsolidated affiliate                    49,425              4,374
     Other income, net                                34,308             31,338
                                                 -----------        -----------

INCOME BEFORE INCOME TAXES                           341,589            300,976

INCOME TAX PROVISION                                (108,101)          (105,449)
                                                 -----------        -----------

NET INCOME                                           233,488            195,527
                                                 ===========        ===========

BASIC AND DILUTED EARNINGS PER
  COMMON SHARE  (Note 3)                         $      0.10        $      0.08
                                                 ===========        ===========

WEIGHTED AVERAGE SHARES OF COMMON
  STOCK OUTSTANDING:
   BASIC                                           2,339,497          2,353,433
                                                 ===========        ===========
   DILUTED                                         2,406,737          2,378,261
                                                 ===========        ===========





            See Notes to Condensed Consolidated Financial Statements.

                                        2

<PAGE>   5

                           COHESANT TECHNOLOGIES INC.

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

                                                    For the Six Months Ended
                                                May 31, 2000       May 31, 1999
                                                ------------       ------------

NET SALES                                        $ 7,755,555        $ 6,971,738
COST OF SALES                                      4,469,969          3,913,577
                                                 -----------        -----------
     Gross profit                                  3,285,586          3,058,161

RESEARCH, DEVELOPMENT AND
    ENGINEERING EXPENSES                             551,045            475,246
SELLING, GENERAL AND
     ADMINISTRATIVE EXPENSES                       2,240,101          2,085,466
                                                 -----------        -----------
TOTAL OPERATING EXPENSES                           2,791,146          2,560,712

    Income from operations                           494,440            497,449

OTHER INCOME (EXPENSE):
     Interest expense                                (32,943)           (60,948)
     Interest income                                       0              4,083
     Equity in income of
          unconsolidated affiliate                    61,874             15,979
     Other income, net                                71,506             68,746
                                                 -----------        -----------

INCOME BEFORE INCOME TAXES                           594,877            525,309

INCOME TAX PROVISION                                (197,212)          (188,452)
                                                 -----------        -----------

NET INCOME                                           397,665            336,857
                                                 ===========        ===========

BASIC AND DILUTED EARNINGS PER
  COMMON SHARE  (Note 3)                         $      0.17        $      0.14
                                                 ===========        ===========

WEIGHTED AVERAGE SHARES OF COMMON
  STOCK OUTSTANDING:
   BASIC                                           2,338,122
                                                                      2,373,157
                                                 ===========        ===========
   DILUTED                                         2,401,423          2,408,677
                                                 ===========        ===========


            See Notes to Condensed Consolidated Financial Statements.

                                        3


<PAGE>   6

                           COHESANT TECHNOLOGIES INC.

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                         For the Six Months Ended
                                                      May 31, 2000     May 31, 1999
                                                      ------------     ------------

<S>                                                    <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                           $   397,665      $   336,857
  Adjustments to reconcile net income to net cash
     used in continuing operations -
     Depreciation and amortization                         147,229          133,901
     Provision for doubtful accounts                        24,000           78,093
     Equity in income of unconsolidated subsidiary         (61,874)         (15,979)
     Net change in current assets and
      current liabilities-
       Accounts receivable                                (621,480)      (1,051,137)
       Inventories, net                                   (635,589)          26,644
       Prepaid expenses                                      3,616           29,551
       Accounts payable                                    295,394          (22,775)
       Other current liabilities                           (60,940)         (57,184)
       Other noncurrent assets                              (9,774)          11,013
       Other noncurrent liabilities                         (9,727)         (69,717)
                                                       -----------      -----------
       Net cash used in operating activities              (531,480)        (600,733)

CASH FLOWS FROM INVESTING ACTIVITIES:
   Property and equipment additions                        (88,026)        (153,416)
   Change in noncurrent assets of discontinued
        operations                                               -          (84,624)
   Advances to unconsolidated affiliate                     18,203            5,017
                                                       -----------      -----------
        Net cash used in investing activities              (69,823)        (233,023)
                                                       -----------      -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Borrowings  under revolving line of credit              320,000          880,000
   Proceeds from sale of treasury stock                      6,326          101,351
   Purchase of treasury stock                                    -         (224,291)
                                                       -----------      -----------
        Net cash provided by financing activities          326,326          757,060
                                                       -----------      -----------
NET DECREASE IN CASH                                      (274,977)         (76,696)
CASH AT BEGINNING OF PERIOD                                352,895          119,967
                                                       -----------      -----------
CASH AT END OF PERIOD                                  $    77,918      $    43,271
                                                       ===========      ===========

SUPPLEMENTAL DISCLOSURES:
  Cash paid during the year for
     Interest                                          $    25,308      $    60,948
                                                       -----------      -----------
     Income Taxes                                      $    20,149      $    16,000
                                                       ===========      ===========
</TABLE>

            See Notes to Condensed Consolidated Financial Statements.


                                        4

<PAGE>   7



                           COHESANT TECHNOLOGIES INC.

              NOTES TO CONDENSED CONSOLIDATED 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 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 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 condensed
consolidated 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, 1999 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.




                                        5
<PAGE>   8

                           COHESANT TECHNOLOGIES INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


NOTE 4 - REVOLVING LINE OF CREDIT FACILITY

On May 1, 2000, the Company entered into an amendment to an existing revolving
line of credit agreement with a bank. This $3,500,000 credit facility is subject
to a borrowing base and accrues interest at the bank's prime lending rate (9.50%
as of May 31, 2000). 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, 2001. This agreement requires that the Company meet certain
covenants including financial ratios. As of May 31, 2000, the Company was in
compliance with the covenants and financial ratios. As of May 31, 2000, the
outstanding balance under this agreement was $1,020,000.


NOTE 5- 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. During the second
quarter of fiscal 2000 several employees exercised 4,875 stock options, which
were sold out of the Company's treasury stock.


NOTE 6- SEGMENT INFORMATION

The Company monitors its operations in two business segments: Equipment and
Parts and Coatings and Grouts. Certain corporate costs and income taxes are not
allocated to the business segments. Financial information for the Company's
business segments as of the second quarter and first six months of fiscal 2000
and 1999, respectively is as follows:

<TABLE>
<CAPTION>

Three Months Ended                     Equipment        Coatings      Discontinued
May 31, 2000                            & Parts         & Grouts       Operations        Corporate       Consolidated
------------                            -------         --------       ----------        ---------       ------------

<S>                                     <C>            <C>                <C>         <C>               <C>
Net Sales                               $3,571,530     $  695,292         $    -      $       -         $4,266,822
Depreciation and amortization:              51,702         23,180              -             16             74,898
Interest expense:                              353              -              -         19,713             20,066

Income from continuing operations
before taxes:                              431,480         48,364              -       (138,255)           341,589
Identifiable assets:                     6,873,285      1,680,641              -        381,863          8,935,789
Capital expenditures:                       19,612          6,255              -              -             25,867
</TABLE>

                                        6
<PAGE>   9

                           COHESANT TECHNOLOGIES INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

<TABLE>
<CAPTION>

Three Months Ended                            Equipment       Coatings      Discontinued
May 31, 1999                                   & Parts        & Grouts       Operations     Corporate     Consolidated
------------                                   -------        --------       ----------     ---------     ------------

<S>                                          <C>            <C>             <C>              <C>          <C>
Net Sales                                    $3,140,403     $  735,928      $       -        $     -      $3,876,331
Depreciation and amortization:                   47,554         20,705              -             16          68,275
Interest expense:                                   648              -              -         35,907          36,555
Income from continuing operations before
taxes:                                          364,894         62,151              -       (126,069)        300,976
Identifiable assets:                          6,123,164      1,828,143        155,861        408,554       8,515,722
Capital expenditures:                            75,905         11,142              -              -          87,047

<CAPTION>

Six Months Ended                              Equipment       Coatings      Discontinued
May 31, 2000                                   & Parts        & Grouts       Operations     Corporate     Consolidated
------------                                   -------        --------       ----------     ---------     ------------

<S>                                          <C>            <C>             <C>              <C>          <C>
Net Sales                                    $6,368,718     $1,386,837      $       -        $     -      $7,755,555
Depreciation and amortization:                  101,247         45,950              -             32         147,229

Interest expense:                                   805              -              -         32,138          32,943
Income from continuing operations before
taxes:                                          801,062         72,983              -       (279,168)        594,877
Identifiable assets:                          6,873,285      1,680,641              -        381,863       8,935,789
Capital expenditures:                            67,466         20,560              -              -          88,026

Six Months Ended                              Equipment       Coatings      Discontinued
May 31, 1999                                   & Parts        & Grouts       Operations     Corporate     Consolidated
------------                                   -------        --------       ----------     ---------     ------------

<S>                                          <C>            <C>             <C>              <C>          <C>
Net Sales                                    $5,809,260     $1,162,478      $       -        $     -      $6,971,738
Depreciation and amortization:                   92,074         41,795              -             32         133,901

Interest expense:                                 1,076              -              -         59,872          60,948
Income from continuing operations before
taxes:                                          718,911         44,991              -       (238,593)        525,309
Identifiable assets:                          6,123,164      1,828,143        155,861        408,554       8,515,722
Capital expenditures:                           134,235         19,181              -              -         153,416
</TABLE>

                                        7
<PAGE>   10


                           COHESANT TECHNOLOGIES INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

The following table presents percentage of total revenues by region.

<TABLE>
<CAPTION>
                          Three Months Ended  Three Months Ended  Six Months Ended   Six Months Ended
Region                       May 31, 2000       May 31, 1999        May 31, 2000       May 31, 1999
-------                      ------------       ------------        ------------       ------------
<S>                              <C>                 <C>                <C>                <C>
United States                     58%                 71%                61%                70%
Asia/Pacific Rim                  22                  10                 16                 10
Europe/Middle East                14                  14                 16                 16
Other                              6                   5                  7                  4
                                 ---                 ---                ---                ---
Total                            100%                100%               100%               100%
</TABLE>


NOTE 7- 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. The consideration received of
approximately $1,350,000 includes a $300,000 promissory note bearing 8% interest
and due in three years and $350,000, for a three-year non-compete agreement with
the buyer. The Company negotiated an early payment of the promissory note during
1998. Cash received of $250,000 approximated the carrying value of the note. The
non-compete agreement is being amortized to income over the three-year contract
period. In November 1999, the Company contributed the ACC 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 agreement, MLI has indemnified
the Company and has agreed to assume any environmental costs arising from or out
of the past, present or future condition of the site. As a measure of additional
protection, the Company obtained an additional environmental insurance policy.
Management believes the Company is adequately insured in the unlikely event of
being assessed a future liability. In connection with the contribution of the
ACC land and building to MLI, the carrying value of the real estate and the
direct costs associated therewith were

                                        8


<PAGE>   11

                           COHESANT TECHNOLOGIES INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


appropriately charged to discontinued operations in the fourth quarter of fiscal
1999. No related income tax benefit was provided.






































                                        9

<PAGE>   12

                           COHESANT TECHNOLOGIES INC.

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS


                    THREE MONTHS ENDED MAY 31, 2000 AND 1999

RESULTS OF OPERATIONS
---------------------

Net sales for the three months ended May 31, 2000 were $4,266,822 compared to
$3,876,331 for the same period of the prior year, an increase of $390,491 or
10.1%. Equipment and parts net sales increased $431,127. This increase was a
result of increased sales of polyurethane equipment and to a lesser extent
increased sales of fiberglass equipment, which was somewhat offset by decreased
sales to OEM accounts. Foreign equipment and parts net sales increased 57%,
whereas domestic equipment and parts net sales decreased 14%. The increase in
foreign sales was primarily led by an increase in sales to Asian/Pacific Rim and
to a lesser extent increased sales to South America and Europe/Middle East.
Specialty grout and epoxy products net sales decreased $40,636 or 5.5%.

The Company's gross margin increased to $1,781,046, or 41.7% of net sales, in
the current quarter from $1,723,284, or 44.5% of net sales, in the 1999 period.
This increase was due to the increased sales volume. The decrease in gross
margin percentage was a result of lower margins on domestic system sales at GCI.

Operating expenses for the three months ended May 31, 2000 were $1,503,124
compared to $1,423,334 for the same period of the prior year, an increase of
$79,790, or 5.6%. This increase was principally due to additional marketing,
research, development and engineering expenses at GCI. These increases are
reflective of higher personnel costs. Administrative expenses decreased slightly
due to lower personnel costs.

During the second quarter of 2000, other income, net of other expenses,
increased from the same period in the prior year by $62,641, due principally to
increased income derived from the unconsolidated affiliate and decreased
interest expense.


                     SIX MONTHS ENDED MAY 31, 2000 AND 1999

RESULTS OF OPERATIONS
---------------------

Net sales for the six months ended May 31, 2000 were $7,755,555 compared to
$6,971,738 for the same period of the prior year, an increase of $783,817 or
11.2%. Of this amount, $559,458, represented increased net sales of equipment
and parts. This increase was a result of increased



                                       10


<PAGE>   13

                           COHESANT TECHNOLOGIES INC.

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS

sales of polyurethane equipment and to a lesser extent increased sales of
fiberglass equipment, which was somewhat offset by decreased sales to OEM
accounts. Foreign equipment and parts net sales increased 43%, whereas domestic
equipment and parts net sales decreased 12%. The increase in foreign sales was
led by an increase in sales to the Asian/Pacific Rim and South America and to a
lesser extent Europe/Middle East. Specialty grout and epoxy products net sales
increased $224,359 or 19.3%. This increase was a result of orders from recently
signed Certified Applicators.

The Company's gross margin increased to $3,285,586, or 42.4% of net sales, in
the current period from $3,058,161, or 43.9% of net sales, in the 1999 period.
This increase was due to the increased sales volume. The slight decrease in
gross margin percentage was a result of product mix.

Operating expenses for the six months ended May 31, 2000 were $2,791,146
compared to $2,560,712 for the same period of the prior year, an increase of
$230,434, or 9.0%. This increase was principally due to additional marketing,
research, development and engineering expenses at GCI. The increased marketing
expenses are attributable to the increased attendance at tradeshows and higher
personnel costs. The increased research, development and engineering expenses
are primarily reflective of higher personnel costs. Administrative expenses
decreased slightly due to lower personnel costs.

During the six months ended May 31, 2000, other income, net of other expenses,
increased from the same period in the prior year by $72,577, due principally to
increased income derived from the unconsolidated affiliate and decreased
interest expense.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

The Company's primary sources of liquidity are cash provided by operations and
availability under the revolving line of credit. At May 31, 2000 the Company has
cash of $77,918, net working capital of $4,170,215 and $2,480,000 available
under the revolving line of credit.

On May 1, 2000, the Company entered into an amendment to an existing revolving
line of credit agreement with a bank. This $3,500,000 credit facility is subject
to a borrowing base and accrues interest at the bank's prime lending rate (9.50%
as of May 31, 2000). 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, 2001. This agreement requires that the Company meet certain
covenants including financial ratios. As of May 31, 2000 the Company was in
compliance with the covenants and financial ratios. As of May 31, 2000, the
outstanding balance under this


                                       11

<PAGE>   14

                           COHESANT TECHNOLOGIES INC.

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS


agreement was $1,020,000. As of May 31, 2000, the Company's working capital
increased to $4,170,215 from $3,799,660 at November 30, 1999.


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 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

               a)   The Company's annual meeting of stockholders was held on May
                    1, 2000.

               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
                    2001.

               c)   At the annual meeting, the Company's stockholders ratified
                    the appointment of Arthur Andersen LLP as auditors of the
                    Company for fiscal 2000. The holders of 2,238,378 shares of
                    Common Stock voted to ratify the appointment, the holders of
                    12,800 shares voted against the ratification, and the
                    holders of 327 shares abstained.

                           The following tabulation represents voting for the
                    Directors:

<TABLE>
<CAPTION>
                                                                        For                         Withheld Authority
                                                             ---------------------------         --------------------------

<S>                                                                  <C>                                  <C>
                           Morten A. Cohen                           2,238,205                            13,300
                           Dwight D. Goodman                         2,238,205                            13,300
                           Michael L.  Boeckman                      2,238,205                            13,300
                           Richard L. Immerman                       2,238,205                            13,300
                           Morris H. Wheeler                         2,238,205                            13,300
</TABLE>


          ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

               (a)     Exhibits

                  4.1  Amendment to Credit and Security Agreement, Date May 1,
                       2000 by and between Cohesant Technologies Inc. and Union
                       Planters Bank, N.A.

                  27   Financial Data Schedule

               (b)     Reports on Form 8-K - none





                                       13

<PAGE>   16

                                    SIGNATURE


         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 20, 2000


                                             COHESANT TECHNOLOGIES INC.


                                    BY:   /s/ Robert W. Pawlak
                                          ----------------------------
                                          Robert W. Pawlak
                                          Chief Financial Officer

                                       14




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