##### 



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, 2005 or  o
    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. 
  Delaware
    
    34-1775913(State or other jurisdiction of
    
    (I.R.S. EmployerIncorporation or organization)
    
    Identification No.)
 5845 West 82nd Street, Suite 102, Indianapolis, Indiana
    
    46278(Address of principal executive offices)
    
    (Zip Code)
  Issuers telephone number, including area code
    317-871-7611    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 o As of March 23, 2005, the Company has 2,692,540 shares of Common Stock, $.001 par value,
outstanding. Transitional Small Business
Disclosure Format (check one) YES o     NO x




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COHESANT TECHNOLOGIES INC. INDEX TABLE OF CONTENTS
    
    
    
    PAGEPART IItem 1.
    
    Financial InformationCohesant Technologies Inc. Condensed Consolidated
Balance Sheets as of February 28, 2005 and November 30, 2004
    
    
    1Cohesant Technologies Inc. Condensed Consolidated
Statements of Operations for the Three Months Ended
February 28, 2005 and February 29, 2004
    
    
    2Cohesant Technologies Inc. Condensed Consolidated
Statements of Cash Flows for the Three Months Ended
February 28, 2005 and February 29, 2004
    
    
    3Notes to Condensed Consolidated Financial Statements
    
    
    4Item 2.
    
    Managements Discussion and Analysis of Financial Condition
and Results of Operations
    
    
    9Item 3.
    
    Controls and Procedures
    
    
    12PART IIItem 2.
    
    Changes in Securities
    
    
    13Item 5.
    
    Other Information
    
    
    13Item 6.
    
    Exhibits and Reports on Form 8-K
    
    
    13Signatures




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##### 



PART I 
 ITEM 1. FINANCIAL INFORMATION COHESANT TECHNOLOGIES INC. 
 CONDENSED CONSOLIDATED BALANCE SHEET February 28, 2005
    
    
    November 30, 2004(Unaudited)ASSETS:Cash and cash equivalents
    
    $
    4,540,841
    
    
    $
    5,036,582Accounts and note receivable, net of allowance for doubtful
accounts of $308,735 and $302,000, respectively.
    
    
    3,429,160
    
    
    
    3,297,305Inventory
    
    
    3,488,067
    
    
    
    3,367,947Prepaid expenses and other
    
    
    316,369
    
    
    
    272,032Deferred tax assets, net
    
    
    210,000
    
    
    
    210,000Total Current Assets
    
    
    11,984,437
    
    
    
    12,183,866Property, plant and equipment, net
    
    
    536,478
    
    
    
    520,866Patents and other intangibles, net
    
    
    123,478
    
    
    
    125,296Goodwill
    
    
    840,254
    
    
    
    840,254Other noncurrent assets
    
    
    1,815
    
    
    
    1,815Total Assets
    
    $
    13,486,462
    
    
    $
    13,672,097LIABILITIES AND SHAREHOLDERS EQUITY:Accounts payable
    
    $
    1,246,805
    
    
    $
    983,798Accrued salaries, benefits and commissions
    
    
    141,161
    
    
    
    786,713Accrued taxes
    
    
    386,509
    
    
    
    240,860Other current liabilities
    
    
    172,847
    
    
    
    544,124Total Current Liabilities
    
    
    1,947,322
    
    
    
    2,555,495Deferred tax liability
    
    
    228,200
    
    
    
    228,200Total Liabilities
    
    
    2,175,522
    
    
    
    2,738,695Commitments and ContingenciesShareholders Equity:Common stock ($.001 par value, 10,000,000 shares authorized
and 2,641,021 and 2,613,965 shares issued, respectively)
    
    
    2,641
    
    
    
    2,614Additional paid-in capital
    
    
    6,498,650
    
    
    
    6,313,774Retained earnings
    
    
    4,809,649
    
    
    
    4,572,014Total Shareholders Equity
    
    
    11,310,940
    
    
    
    10,888,402Total Liabilities and Shareholders Equity
    
    $
    13,486,462
    
    
    $
    13,672,097
 The accompanying notes are an integral part of these Condensed Consolidated Financial Statements. 1




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COHESANT TECHNOLOGIES INC. 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited) For the Three Months EndedFebruary 28, 2005
    
    
    February 29, 2004NET SALES
    
    $
    4,260,799
    
    
    $
    4,235,450COST OF SALES
    
    
    2,234,955
    
    
    
    2,153,624Gross profit
    
    
    2,025,844
    
    
    
    2,081,826RESEARCH, DEVELOPMENT AND
ENGINEERING EXPENSES
    
    
    230,818
    
    
    
    248,275SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES
    
    
    1,438,643
    
    
    
    1,387,630TOTAL OPERATING EXPENSES
    
    
    1,669,461
    
    
    
    1,635,905Income from operations
    
    
    356,383
    
    
    
    445,921OTHER INCOME:Interest income
    
    
    21,948
    
    
    
    4,892Other income, net
    
    
    4,953
    
    
    
    8,942INCOME BEFORE TAXES
    
    
    383,284
    
    
    
    459,755INCOME TAX PROVISION
    
    
    (145,649
    )
    
    
    (171,255
    )NET INCOME
    
    $
    237,635
    
    
    $
    288,500BASIC AND DILUTED EARNINGS PER
COMMON SHARE (Note 3)
    
    $
    0.09
    
    
    $
    0.11AVERAGE SHARES OF COMMON STOCK
OUTSTANDING:BASIC
    
    
    2,624,798
    
    
    
    2,581,894DILUTED
    
    
    2,735,263
    
    
    
    2,666,572
 The accompanying notes are an integral part of these Condensed Consolidated Financial Statements. 2




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COHESANT TECHNOLOGIES INC. 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited) For the Three Months EndedFebruary 28, 2005
    
    
    February 29, 2004CASH FLOWS PROVIDED BY (USED IN)
OPERATING ACTIVITIES:Net income
    
    $
    237,635
    
    
    $
    288,500Adjustments to reconcile net income to net cash
provided by (used in) operating activities -
Depreciation and amortization
    
    
    54,233
    
    
    
    59,146Non-cash compensation
    
    
    46,187
    
    
    
    6,000Provision for doubtful accounts
    
    
    6,735
    
    
    
    6,735Net change in assets and liabilities-Accounts and notes receivable
    
    
    (138,590
    )
    
    
    267,972Inventories
    
    
    (121,171
    )
    
    
    (124,029
    )Prepaid expenses and other
    
    
    (44,337
    )
    
    
    (7,519
    )Accounts payable
    
    
    263,007
    
    
    
    (19,579
    )Other current liabilities
    
    
    (429,976
    )
    
    
    (276,544
    )Other noncurrent assets
    
    
    (4,832
    )
    
    
    (6,808
    )Net cash provided by (used in) operating activities
    
    
    (131,109
    )
    
    
    193,874CASH FLOWS USED IN INVESTING ACTIVITIES:Property and equipment additions
    
    
    (74,753
    )
    
    
    (16,123
    )Proceeds from sale of property & equipment
    
    
    9,580
    
    
    
    Net cash used in investing activities
    
    
    (65,173
    )
    
    
    (16,123
    )CASH FLOWS USED IN FINANCING
ACTIVITIES:Proceeds from exercise of stock options
    
    
    47,545
    
    
    
    4,975Cash dividends paid to stockholders
    
    
    (347,004
    )
    
    
    (645,341
    )Net cash used in financing activities
    
    
    (299,459
    )
    
    
    (640,366
    )NET DECREASE IN CASH
AND CASH EQUIVALENTS
    
    
    (495,741
    )
    
    
    (462,615
    )CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD
    
    
    5,036,582
    
    
    
    3,838,179CASH AND CASH EQUIVALENTS AT
END OF PERIOD
    
    $
    4,540,841
    
    
    $
    3,375,564
 The accompanying notes are an integral part of these Condensed Consolidated Financial Statements. 3




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COHESANT TECHNOLOGIES INC. 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited) Note 1  Background Cohesant Technologies Inc. and its subsidiaries (the Company or Cohesant) are engaged in the
design, development, manufacture and sale of specialized dispense equipment systems, replacement
parts and supplies used in the operation of the equipment and the design, development, manufacture
and sale of specialty coatings. The Companys direct, wholly owned subsidiaries, GlasCraft Inc. (GCI) and Raven Lining Systems
Inc. (Raven) sell their products through a network of independent distributors and Certified
Applicators in the United States and overseas. Industries served include construction,
transportation and marine. The Companys executive offices are located in Indianapolis, Indiana with its principal
manufacturing, warehouse and distribution facilities located in Indianapolis, Indiana and Tulsa,
Oklahoma. Note 2  Basis of Presentation The condensed consolidated interim financial statements included herein have been prepared by the
Company, without audit, pursuant to the rules and regulations of the Securities and Exchange
Commission for certain small business issuers. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with accounting principles
generally accepted in the United States have been condensed or omitted pursuant to such rules and
regulations. However, in the opinion of management of the Company, the condensed consolidated
interim financial statements include all adjustments necessary to present fairly the financial
information for such periods. These interim financial statements should be read in conjunction with the Companys financial
statements and the notes thereto included in the November 30, 2004 Annual Report to Shareholders on
Form 10-KSB. The consolidated financial statements include the accounts of the Company and its direct, wholly
owned subsidiaries, GCI and Raven. Intercompany accounts and transactions have been eliminated. Note 3  Earnings per Share Statement of Financial Accounting Standards (SFAS) No. 128, Earnings per Share, requires dual
presentation of basic and diluted earnings per share on the face of the statement of operations.
Basic earnings per share is computed by dividing net income available to common 4




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COHESANT TECHNOLOGIES INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited) shareholders by the weighted-average number of common shares outstanding for the period.
Restricted stock grants are not considered issued and outstanding until vested, but are included in
diluted earnings per share. Diluted earnings per share is computed based upon the weighted average
shares that would have been outstanding if all dilutive potential common shares would have been
converted into shares at the earliest date possible. In determining diluted earnings per share,
stock options were included in the calculation as their effect was dilutive. The following is a
reconciliation of the numerators and denominators used in computing earnings per share: Three Months EndedFebruary 28, 2005
    
    
    February 29, 2004Income available to common stockholders
    
    $
    237,635
    
    
    $
    288,500Basic earnings per share:Weighted-average number of common shares outstanding
    
    
    2,624,798
    
    
    
    2,581,894Basic earnings per share
    
    $
    0.09
    
    
    $
    0.11Diluted earnings per shareWeighted-average number of common shares outstanding
    
    
    2,624,798
    
    
    
    2,581,894Stock Options
    
    
    98,456
    
    
    
    84,678Restricted Stock
    
    
    12,009
    
    
    
    Diluted weighted-average number of common shares
outstanding
    
    
    2,735,263
    
    
    
    2,666,572Diluted earnings per share
    
    $
    0.09
    
    
    $
    0.11
 Note 4  Accounting for Stock-Based Compensation The Company accounts for its stock-based employee compensation plan under the intrinsic value
method in accordance with Accounting Principles Board Opinion No. 25, Accounting for Stock Issued
to Employees, (APB 25). The Company has adopted the disclosure-only provisions of FASB Statement
No. 123, Accounting for Stock-Based Compensation (FAS 123), as amended by FASB Statement No. 148,
Accounting for Stock-Based CompensationTransition and Disclosure. Had the company elected to adopt
the fair value recognition provisions of FAS 123, pro forma net income and earnings per share would
be as follows: 5




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COHESANT TECHNOLOGIES INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited) 3 Months EndedFebruary 28, 2005
    
    
    February 29,2004Net income, as reported
    
    $
    237,635
    
    
    $
    288,500Add: Stock-based employee
compensation expense included in
reported net income, net of
related tax effects
    
    
    28,636
    
    
    
    6,000Deduct: Total stock-based
employee compensation expense
determined under fair value based
method for all awards, net of
related tax effects
    
    
    (41,167
    )
    
    
    (20,592
    )Pro forma net income
    
    $
    225,104
    
    
    $
    273,908Earnings per share:Basicas reported
    
    $
    0.09
    
    
    $
    0.11Basicpro forma
    
    $
    0.09
    
    
    $
    0.11Dilutedas reported
    
    $
    0.09
    
    
    $
    0.11Dilutedpro forma
    
    $
    0.08
    
    
    $
    0.10
 On December 16, 2004, the FASB finalized SFAS No. 123R Share-Based Payment, which will be
effective for small business issuers at the beginning of the first interim or annual reporting
period after December 15, 2005. The new standard will require the Company to expense stock options
and the FASB believes the use of a binomial lattice model for option valuation is capable of more
fully reflecting certain characteristics of employee share options. The Company has begun a process
to analyze how the utilization of a binomial lattice model could impact the valuation of our
options. Note 5  Revolving Line of Credit On April 23, 2004, the Company renewed, through May 1, 2005, its $3,500,000 unsecured revolving
line of credit facility. This facility accrues interest at the banks prime lending rate. Among
other restrictions, the credit facility requires that the Company meet certain covenants including
financial ratios. The Company does not foresee any problems renewing this facility or obtaining an
equivalent facility from another lender. As of February 28, 2005, the Company was in compliance
with all covenants and did not have a balance outstanding under this facility. Note 6  Segment Information The Company monitors its operations in two business divisions: GCI and Raven. Certain corporate
costs are not allocated to the business segments. Financial information for the Companys business
segments as of and for the period ended February 28, 2005 and February 29, 2004 is as follows: 6




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COHESANT TECHNOLOGIES INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited) Three Months EndedFebruary 28, 2005
    
    
    
    
    
    GCI
    
    
    Raven
    
    
    Corporate
    
    
    ConsolidatedNet Sales
    
    
    
    
    
    $
    2,944,220
    
    
    $
    1,316,579
    
    
    $
    
    
    
    $
    4,260,799Depreciation and amortization:
    
    
    
    
    
    
    39,865
    
    
    
    12,057
    
    
    
    2,311
    
    
    
    54,233Net Income:
    
    
    
    
    
    
    297,951
    
    
    
    139,650
    
    
    
    (199,966
    )
    
    
    237,635Identifiable assets:
    
    
    
    
    
    
    5,978,708
    
    
    
    2,632,155
    
    
    
    4,875,599
    
    
    
    13,486,462Capital expenditures:
    
    
    
    
    
    
    72,479
    
    
    
    1,075
    
    
    
    1,199
    
    
    
    74,753
 Three Months EndedFebruary 29, 2004
    
    
    
    
    
    GCI
    
    
    Raven
    
    
    Corporate
    
    
    ConsolidatedNet Sales
    
    
    
    
    
    $
    2,790,814
    
    
    $
    1,444,636
    
    
    $
    
    
    
    $
    4,235,450Depreciation and amortization:
    
    
    
    
    
    
    44,516
    
    
    
    13,069
    
    
    
    1,561
    
    
    
    59,146Net Income:
    
    
    
    
    
    
    214,304
    
    
    
    212,427
    
    
    
    (138,231
    )
    
    
    288,500Identifiable assets:
    
    
    
    
    
    
    5,583,717
    
    
    
    2,395,816
    
    
    
    3,657,557
    
    
    
    11,637,090Capital expenditures:
    
    
    
    
    
    
    8,691
    
    
    
    7,432
    
    
    
    
    
    
    
    16,123
 The following table presents percentage of total revenues by region. Three Months Ended
    
    
    Three Months EndedRegion
    
    
    
    
    
    February 28, 2005
    
    
    February 29, 2004North America
    
    
    
    
    
    
    77
    %
    
    
    68
    %Europe/Middle East
    
    
    
    
    
    
    12
    
    
    
    14Asia/Pacific Rim
    
    
    
    
    
    
    9
    
    
    
    15Other
    
    
    
    
    
    
    2
    
    
    
    3Total
    
    
    
    
    
    
    100
    %
    
    
    100
    %
 Note 7Contingencies In November 1999, following the sale of certain assets of the Companys American
Chemical Company (ACC) subsidiary, ACC contributed its land and building to Marine Learning
Institute (MLI), a not-for-profit environmental educational organization. MLI agreed to indemnify
the Company to assume any costs arising from or out of the past, present or future environmental
condition of the site. Subsequent to the donation of the St. Louis property, the Missouri Attorney
Generals office raised questions regarding the status of the contributed land and advised the
affected parties that additional clean-up efforts were necessary. MLI advised both the Company and
the Missouri Attorney General that, in its opinion, no further clean-up efforts were necessary.
Management intends to seek indemnification from MLI for any further clean-up and legal costs. No
activity with respect to this matter has occurred in either fiscal year 2004 or to date in fiscal
year 2005. 7




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COHESANT TECHNOLOGIES INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited) The Company is a party to certain other legal matters arising in the ordinary course of
business. Management believes the ultimate disposition of these matters and the matter referred to
above will not have a material adverse effect on the Companys financial position or results of
operations. Note 8Shareholders Equity On December 13, 2004, the Compensation Committee of the Board of Directors approved the grant of
7,850 shares of Common Stock to an aggregate of 12 key employees, including three executive
officers. The grants were based on fiscal 2004 performance. The entire cost of these awards was
expensed in the fiscal 2004 period. The issuance was exempt from registration pursuant to section
4(2) of the Securities Act of 1933. 8




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COHESANT TECHNOLOGIES INC. 
  ITEM 2.
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS Results of Operations First quarter ended February 28, 2005 as compared to the same period in the prior year. Net sales for the three months ended February 29, 2005 were $4,260,799 compared to $4,235,450 for
the same period of the prior year, an increase of $25,349 or less than 1%. Net income was
$237,635, a $50,865 or 17.6% decrease compared to last year. Net sales of dispense equipment and spare parts at GCI increased $153,406 or 5.5%. This increase
was primarily attributable to increased sales of fiberglass dispense equipment and spare parts and
coatings dispense systems, which was partially offset by decreased sales of coatings and
polyurethane spare parts. North America dispense equipment and parts net sales increased 35.7%,
whereas international dispense equipment and parts net sales decreased 27.2%. The decrease in
international sales was primarily a result of decreased sales to two distributors in the
Asia/Pacific Rim. Specialty coatings net sales at Raven were $1,255,751 compared to $1,284,079 for the comparable
period in the prior year, a decrease of $28,328 or 2.2%. In addition, Raven had ancillary equipment
and parts sales of $60,828 compared to $160,557 for the comparable period last year. Typically,
Raven does not sell equipment unless new Certified Applicators needing equipment are added or
existing applicators decided to increase capacity by buying additional equipment. Sales of
specialty coatings and ancillary equipment continued to be negatively affected in December (and to
a lesser extent in January) by the inclement weather in key geographic areas which delayed many
construction projects and by exhausted municipal maintenance budgets at the end of 2004. However,
February specialty coatings sales showed signs of reversing this trend. The Companys gross margin decreased to $2,025,844, or 47.6% of net sales, in the 2005 period from
$2,081,826, or 49.2% of net sales, in the 2004 period. The gross margin dollar and percentage
decrease was primarily due to increased raw material costs on the Companys specialty coatings. Operating expenses for the three months ended February 28, 2005 were $1,669,461 compared to
$1,635,905 for the same period of the prior year, an increase of $33,556, or 2.1%. This increase
was primarily due to increased corporate administrative costs (higher personnel costs), which was
partially offset by decreased sales and marketing expenses at both GCI and Raven and decreased
research, development and engineering costs at GCI. Other income, net of other expenses increased $13,067. This increase was primarily attributable to
increased interest earned on cash balances. 9




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COHESANT TECHNOLOGIES INC. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIALCONDITION AND RESULTS OF OPERATIONS Liquidity and Capital Resources The Companys primary sources of liquidity are its cash reserves and availability under the
revolving line of credit. At February 28, 2005 the Company has cash and cash equivalents of
$4,540,841, net working capital of $10,037,115 and $3,500,000 available under the revolving line of
credit. As of February 28, 2005 cash used in operations was $131,109 compared to $193,874 cash provided by
operations in the comparable period last year. This decrease was due to seasonal variations in
certain current liabilities and an increase in days sales outstanding. Cash used in investing
activities increased to $65,173 in the current quarter from $16,123 in the quarter ended February
29, 2004. This increase was due to increased spending on property and equipment. Cash used in
financing activities was $299,459 in the current quarter compared to $640,366 in the prior year
period. This decrease was primarily due to the timing of dividends paid to shareholders. On April 23, 2004, the Company renewed, through May 1, 2005, its $3,500,000 unsecured revolving
line of credit facility. This facility accrues interest at the banks prime lending rate. Among
other restrictions, the credit facility requires that the Company meet certain covenants including
financial ratios. The Company does not foresee any problems renewing this facility or obtaining an
equivalent facility from another lender. As of February 28, 2005, the Company was in compliance
with all covenants and did not have a balance outstanding under this facility. The Company does not have any other significant commitments or guarantees, except for rental
commitments. The Company believes that its cash flow from operating activities, existing cash resources and
working capital coupled with its bank line will be adequate to meet its capital needs and dividend
provisions for the foreseeable future. Critical Accounting Policies and Estimates The Company has disclosed those accounting policies and estimates that it considers to be
significant in determining the amounts to be utilized for communicating its consolidated financial
position, results of operations and cash flows in the notes to its consolidated financial
statements. The preparation of financial statements in conformity with these principles requires management to
make estimates and assumptions that affect amounts reported in the financial statements and
accompanying notes. Management continually evaluates the information used to make such estimates
as its business and economic environment changes and has discussed these estimates with the Audit
Committee of the Board of Directors. Actual results are likely to differ from these
estimates, but management does not believe such differences will materially affect the Companys
financial position or results of operations. 10




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COHESANT TECHNOLOGIES INC. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS The following accounting policies represent the most critical based on managements analysis due
the impact on the Companys results of operations. Revenue Recognition.The Company recognizes revenue from sales upon shipment of goods at which time
title and risks of ownership transfer to the buyer. Accounts receivable.The Company evaluates the allowance for doubtful accounts on a periodic basis
and reviews any significant customers with delinquent balances to determine future collectability.
The determination includes a review of legal issues (such as bankruptcy status), past payment
history, current financial and credit reports, and the experience of the credit representative.
Allowances are established in the period in which the account is deemed uncollectable or
questionable collectability. The Company believes, based on past history and credit policies, that
the net accounts receivable are of good quality. Inventory.The Companys inventories are valued at the lower of cost or market. Reserves for
obsolescence are estimated and based on projected sales volume. Though management considers these
balances adequate and proper, changes in sales volumes due to unexpected economic conditions could
result in materially different amounts for this item. Based on a critical assessment of its accounting policies and the underlying judgments and
uncertainties affecting the application of those policies, management believes that the Companys
consolidated financial statements provide a meaningful and fair perspective of the Company. This
is not to suggest that other risk factors such as changes in economic conditions, changes in
material costs, and others could not adversely impact the Companys consolidated financial
position, results of operations and cash flows in future periods. Forward Looking Statements Certain statements contained in this report that are not historical facts are forward looking
statements that are subject to certain risks and uncertainties that could cause actual results to
differ materially from those set forth in the forward looking statement. These risks and
uncertainties include, but are not limited to, a slow-down in domestic and international markets
for plural component dispensing systems and a reduction in growth of markets for the Companys
epoxy coating systems. 11




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COHESANT TECHNOLOGIES INC. 
 ITEM 3. CONTROLS AND PROCEDURES Based on their evaluation as of a date within 90 days of the filing date of this Quarterly Report
on Form 10-QSB, the Companys principal executive officer and principal financial officer have
concluded that the Companys disclosure controls and procedures as defined in Rules 13a-14(c) and
15d-14(c) under the Securities Exchange Act of 1934 (the Exchange Act) are effective to ensure that
information required to be disclosed by the Company in reports that it files or submits under the
Exchange Act is recorded, processed, summarized and reported within the time periods specified in
Securities and Exchange Commission rules and forms. There were no significant changes in the Companys internal controls or in other factors that could
significantly affect these controls subsequent to the date of their evaluation and up to the filing
date of this Quarterly Report on Form 10-QSB. There were no significant deficiencies or material
weaknesses, and therefore there were no corrective actions taken. It should be noted that any system of controls, however well designed and operated, can provide
only reasonable, and not absolute, assurance that the objectives of the system are met. In
addition, the design of any control system is based in part upon certain assumptions about the
likelihood of future events. Because of these and other inherent limitations of control systems,
there can be no assurance that any design will succeed in achieving its stated goals under all
potential future conditions, regardless of how remote. 12




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COHESANT TECHNOLOGIES INC. 
 PART II 
 ITEM 2. CHANGES IN SECURITIES On December 13, 2004, the Compensation Committee of the Board of Directors approved the grant of
7,850 shares of Common Stock to an aggregate of 12 key employees, including three executive
officers. The grants were based on fiscal 2004 performance. The entire cost of these awards was
expensed in the fiscal 2004 period. The issuance was exempt from registration pursuant to section
4(2) of the Securities Act of 1933. 
 ITEM 5. OTHER INFORMATION In August 2004, an accident at a Tulsa wastewater treatment facility resulted in the death of an
employee of a utility contractor. An OSHA investigation following the accident also reviewed the
conduct of a Raven employee at the job site the day prior to the accident. The investigation also
reviewed Ravens safety programs and procedures. Although the utility contractor was a Certified
Applicator, no Raven employees were at the work site the day of the accident, nor were Raven
materials involved in the accident. OSHA concluded that there was no connection between Raven and
the accident. Following its investigation, OSHA revised its initial citation and reduced the fine
to $6,000. All violations found during the investigation have been abated. 
 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K  (a)
    Exhibit  31.1
    302 Certification of Chief Executive Officer31.2
    302 Certification of Chief Financial Officer32
    906 Certification of Chief Executive Officer and Chief Financial Officer  (b)
    Reports on Form 8-KAn 8-K was filed on December 16, 2004 to report earnings for the quarter and twelve
months ended November 30, 2004 (Items 2.02 and 9.01). 13




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SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned there unto duly authorized. Dated: March 24, 2005 COHESANT TECHNOLOGIES INC.By:
    /s/ Morris H. WheelerMorris H. WheelerPresident & Chief Executive Officer By:
    /s/ Robert W. PawlakRobert W. PawlakChief Financial Officer