Cohesant (NASDAQ:COHT)
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Cohesant Technologies Inc. (Nasdaq: COHT) today reported results for the
fourth quarter and fiscal year ended November 30, 2007.
For the quarter ending November 30, 2007, consolidated net sales
increased 6.9% to $7,392,596 from $6,914,425 realized in the fourth
quarter of fiscal 2006. This increase was a result of increased sales at
both the Rehabilitation division and GlasCraft of 23.7% and 12.7%,
respectively. This increase was partially offset by a 10.9% decrease in
sales at the Franchise and Licensing division. The Company had fourth
quarter consolidated net income of $14,445, which included $380,704 of
transaction costs associated with the proposed sale of its GlasCraft
business to Graco Inc. (NYSE:GGG)("Graco"), compared to $316,258 earned
in the comparable fiscal 2006 period. On a fully diluted per share
basis, net income was $0.00 (or break-even) in the fiscal 2007 fourth
quarter compared to $0.10 in the fiscal 2006 fourth quarter.
For the fiscal year ended November 30, 2007, consolidated net sales
increased 10.3% to $29,273,861 from $26,543,175 realized in the 2006
period. GlasCraft’s sales increased 20.9%.
This increase was partially offset by decreased sales at the
Rehabilitation division and the Franchise and Licensing division of 2.7%
and 3.8%, respectively. The Company had consolidated net income of
$470,582, which included $380,704 of costs associated with the proposed
sale of its GlasCraft business to Graco, compared to $1,577,157 earned
in the prior year period. On a fully diluted per share basis, net income
was $0.14 for fiscal 2007 compared to $0.48 last year.
Morris H. Wheeler, the Company’s President and
Chief Executive Officer, stated, “Besides the
outstanding performance at GlasCraft this year we had several other
significant accomplishments: 1) in early December the Company announced
the proposed sale of its GlasCraft business --which is expected to close
on or about February 27th and will result in a
payment of between $9.05 and $9.55 to each shareholder; 2) CuraFlo
Franchising was launched in mid-2007 and is anticipated to be a
significant growth vehicle in the future; 3) we refocused our
rehabilitation efforts to pipe lining work rather than repipe work and
grew our pipe lining sales by 68% in fiscal 2007; 4) CuraFlo Spincast
completed it’s first project in the 4th
quarter and we anticipate it to be a solid contributor in fiscal 2008.”
As previously announced, on December 3, 2007, the Company entered into a
definitive agreement pursuant to which Graco would acquire the Company’s
GlasCraft business. The acquisition will be accomplished through a
merger with the Company, immediately preceded by a spin off of all the
non-GlasCraft business operations (collectively, CIPAR) to the Company’s
stockholders. The total transaction value is $35 million including
indebtedness assumed by Graco at the closing and transaction expenses.
The transaction is subject to customary conditions including approval by
the Company’s stockholders.
Cohesant Technologies Inc., based in Indianapolis, Indiana is engaged in
the protection and renewal of drinking water distribution systems and
wastewater collection systems for municipal, industrial, commercial and
residential infrastructure, the design, development, manufacture and
sale of specialized dispense equipment systems, replacement parts and
supplies used in the operation of the equipment in the Composites,
Polyurethane Foam, Polyurea, and Specialty Coatings markets, and the
design, development, manufacture and sale of specialty coatings. The
Company markets its products under numerous trade names including;
AquataPoxy, CuraFlo, CuraPoxy, GlasCraft, Guardian, Probler and Raven.
Merger/Special Dividend/CIPAR Information
In connection with the proposed merger with Graco, the Company has filed
a definitive proxy/information statement with the SEC. Stockholders and
investors are advised to read the proxy/information statement because it
contains important information about the merger, the Company and CIPAR—the
spun-off businesses. Stockholders and investors may obtain a free copy
of the proxy/information statement and other documents filed by the
Company with the SEC at the SEC's web site at www.sec.gov.
Free copies of the proxy/information statement and the Company's other
filings with the SEC may be obtained from the Company at www.cohesant.com
by clicking on the "Investors" tab and then following the link to "SEC
Filings." Free copies of the Company's filings may be obtained by
directing a written request to 5845 W. 82nd St. Indianapolis, IN 46278,
Attention: Corporate Secretary or by telephone at 317-871-7611.
Participants in the Solicitation
The Company and its directors, executive officers and other members of
its management may be deemed to be soliciting proxies from the Company's
stockholders in favor of the merger. Investors and stockholders may
obtain more detailed information regarding the direct and indirect
interests in the merger of persons who may, under the rules of the SEC,
be considered participants in the solicitation of the Company's
stockholders in connection with the merger by reading the definitive
proxy/information statement regarding the merger, which will has been
filed with the SEC. Information about the Company's directors and
executive officers may be found in the Company's definitive proxy
statement filed with the SEC on May 4, 2007. These documents are
available free of charge at the SEC's web site at www.sec.gov
or by directing a request to the Company as described above.
[Table follows]
COHESANT TECHNOLOGIES INC.Summary Financial Data
(Unaudited)
Three Months Ended
November 30, 2007
Three Months Ended
November 30, 2006
Net sales
$ 7,392,596
$ 6,914,425
(Loss) income before income taxes
(69,804
)
511,827
Net income
$ 14,445
$ 316,258
Net income per share basic and diluted
$ 0.00
$ 0.10
Average number of commonshares outstanding:
Basic
3,331,662
3,190,145
Diluted
3,340,629
3,286,716
Twelve Months Ended
November 30, 2007
Twelve Months Ended
November 30, 2006
Net sales
$ 29,273,861
$ 26,543,175
Income before income taxes
703,310
2,545,536
Net income
$ 470,582
$ 1,577,157
Net income per share
Basic
$ 0.14
$ 0.50
Diluted
$ 0.14
$ 0.48
Average number of commonshares outstanding
Basic
3,297,050
3,148,986
Diluted
3,318,166
3,268,543
Except for the factual information contained herein, the matters set
forth in this press release, including statements identified by words
such as "expects" "anticipates" and similar expressions are
forward-looking statements within the meaning of the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995,
including Section 27A(i) of the "safe harbor" provisions of the
Securities Act of 1933 and Section 21E(i) of the Securities Exchange Act
of 1934. These forward-looking statements are made subject to
significant risks and uncertainties that could cause actual results to
differ materially from those stated. You should not place undue reliance
on these forward-looking statements, which speak only as of the date of
this press release. Cohesant undertakes any obligation to publicly
release any revisions to these forward looking statements to reflect
events or circumstances after the date of this press release or to
reflect the occurrence of unanticipated events.