SECURITIES AND EXCHANGE COMMISSION
Washington, D.C., 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended November 30, 2002 Commission File Number:1-9852
CHASE CORPORATION
(Exact name of registrant as specified in its charter)
Massachusetts | 11-1797126 | |
(State or other jurisdiction of | (I.R.S. Employer | |
incorporation of organization) | Identification No.) | |
26 Summer St. | ||
Bridgewater, Massachusetts | 02324 | |
(Address of principal executive offices) | (Zip Code) |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days.
Yes X |
No |
Common Shares Outstanding as of December 31, 2002 | 4,047,317 |
Part 1: FINANCIAL INFORMATION
CHASE CORPORATION
CONSOLIDATED BALANCE SHEET
ASSETS | November 30, |
August 31 |
2002 |
2002 |
|
(UNAUDITED) |
(AUDITED) |
|
CURRENT ASSETS | ||
Cash and cash equivalents | $305,946 |
$329,084 |
Trade receivables, less allowances | ||
for doubtful accounts of $321,110 | ||
and $288,177 respectively | 11,443,016 |
11,019,325 |
Note receivable from related party | 147,000 |
|
Inventories (Note B) | ||
Finished and in process | 4,709,167 |
4,536,453 |
Raw Materials | 4,917,949 |
4,981,086 |
9,627,116 |
9,517,539 |
|
Prepaid expenses & other current assets | 791,040 |
604,512 |
Deferred taxes | 74,961 |
137,888 |
TOTAL CURRENT ASSETS | 22,242,079 |
21,608,348 |
PROPERTY, PLANT AND EQUIPMENT | ||
Land and improvements | 1,096,704 |
1,096,704 |
Buildings | 7,729,459 |
7,480,873 |
Machinery & equipment | 21,722,232 |
21,992,666 |
Construction in Process | 996,088 |
855,100 |
31,544,483 |
31,425,343 |
|
Less allowance for depreciation | 16,758,739 |
16,293,137 |
14,785,744 |
15,132,206 |
|
OTHER ASSETS | ||
Excess of cost over net assets acquired less amortization of $1,922,089 | 8,581,731 |
8,581,731 |
Patents, agreements and trademarks | ||
less amortization of $1,011,062 and $986,739 | 629,662 |
653,985 |
Cash surrender value of life insurance net | 4,575,185 |
4,459,167 |
Deferred taxes | 664,723 |
655,279 |
Investment in joint venture | 1,259,595 |
1,324,595 |
Other | 889,518 |
889,518 |
16,600,414 |
16,564,275 |
|
$53,628,237 |
$53,304,829 |
|
======== |
======== |
LIABILITIES AND STOCKHOLDERS' EQUITY
November 30 |
August 31 |
|
2002 |
2002 |
|
(UNAUDITED) |
(AUDITED) |
|
CURRENT LIABILITIES | ||
Accounts payable | $5,096,278 |
$5,354,907 |
Notes payable | 1,473,029 |
1,524,324 |
Accrued expenses | 1,674,850 |
1,685,181 |
Accrued pension expense-current | 407,156 |
407,156 |
Income taxes | 1,321,707 |
866,332 |
Current portion of L.T. debt | 1,857,214 |
1,966,382 |
TOTAL CURRENT LIABILITIES | 11,830,234 |
11,804,282 |
LONG-TERM DEBT, less current portion | 5,680,426 |
6,780,834 |
Long-term deferred compensation obligation | 882,518 |
882,518 |
ACCRUED PENSION EXPENSE | 685,522 |
552,827 |
STOCKHOLDERS' EQUITY | ||
First Serial Preferred Stock, par value $1.00 a share authorized 100,000 shares; (issued-none) | ||
Common Stock. par value $.10 a share, Authorized 10,000,000 shares; issued and outstanding 5,135,901 shares at November 30, 2002, and 5,135,901 shares at Aug. 31, 2002 respectively. | 513,590 |
513,590 |
Additional paid-in capital | 4,268,405 |
4,243,787 |
Treasury Stock, 1,088,584 and 1,088,584 November 30, 2002, and August 31, 2002, respectively | (4,687,565) |
(4,687,565) |
Cum. G/(L) on currency translation | (214,288) |
(212,916) |
Retained earnings | 34,669,395 |
33,427,472 |
34,549,537 |
33,284,368 |
|
$53,628,237 |
$53,304,829 |
|
======== |
======== |
See accompanying notes to the consolidated financial statements and accountants' review report.
CHASE CORPORATION
STATEMENT OF CONSOLIDATED OPERATIONS
(UNAUDITED)
Three Months Ended |
||
November 30, |
November 30, |
|
2002 |
2001 |
|
Sales | $17,789,652 |
$15,152,173 |
Commissions and other income | 187,629 |
201,111 |
17,977,281 |
15,353,284 |
|
Cost and Expenses | ||
Cost of products sold(Note B) | 12,284,949 |
11,252,397 |
Sell, general and administrative expenses | 3,588,478 |
3,055,057 |
Bad debt expense | 41,251 |
12,505 |
Non-operating interest income | (32,126) |
(2) |
Interest expense | 94,906 |
122,096 |
15,977,458 |
14,442,053 |
|
Income before income taxes and minority interest and participations | 1,999,823 |
911,231 |
Income taxes | 692,900 |
284,800 |
Income before minority interest and participation | 1,306,923 |
626,431 |
Income from minority interest | (65,000) |
40,000 |
NET INCOME | $1,241,923 |
$666,431 |
======= |
======= |
|
Net income per share of Common Stock | ||
Basic | $0.307 |
$0.166 |
===== |
===== |
|
Fully Diluted | $0.300 |
$0.163 |
===== |
===== |
See accompanying notes to the consolidated financial statements and accountants' review report.
CHASE CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY(continue)
(UNAUDITED)
3 MONTH ENDED November 30, 2002 AND November 30, 2001
Common Stock | Additional |
||||
Shares |
Paid-In |
Treasury Stock |
|||
Issued |
Amount |
Capital |
Shares |
Amount |
|
Balance @ August 31, 2001 | 5,094,389 |
$509,439 |
$3,721,442 |
1,088,584 |
$(4,687,565) |
Currency Translation adjustment | |||||
Issue of 40,000 shares-Tapecoat | 40,000 | 4,000 | 424,000 | ||
Compensatory stock issuance | 24,624 |
||||
Net Income for 3 months | |||||
----------- |
--------- |
----------- |
---------- |
------------ |
|
Balance @ November 30,2001 | 5,134,389 |
513,439 |
4,170,066 |
1,088,584 |
(4,687,565) |
Currency Translation adjustment | |||||
Exercise of stock options | 1,512 |
151 |
(151) |
||
Compensatory stock issuance | 73,872 |
||||
Net Income for 9 months | |||||
Dividends paid in cash | |||||
$.36 a share on common stock | |||||
---------- |
--------- |
----------- |
---------- |
------------ |
|
Balance @ August 31, 2002 | 5,135,901 |
513,590 |
4,243,787 |
1,088,584 |
(4,687,565) |
Currency Translation adjustment | |||||
Compensatory stock issuance | 24,618 |
||||
Net Income for 3 months | |||||
---------- |
--------- |
----------- |
---------- |
------------- |
|
Balance @ November 30,2002 | 5,135,901 |
$513,590 |
$4,268,405 |
1,088,584 |
$(4,687,565) |
======= |
====== |
======= |
======= |
======== |
Cumm | ||||
Effect of | Total | |||
Retained |
Currency | Shareholders | Comprehensive | |
Earnings |
Translation |
Equity |
Income |
|
Balance @ August 31, 2001 | $30,406,446 |
$(213,002) |
$29,736,760 |
$4,361,354 |
======== |
||||
Currency Translation adjustment | (10,379) |
(10,379) |
$(10,379) |
|
Issue of 40,000 shares-Tapecoat | 428,000 |
|||
Compensatory stock issuance | 24,624 |
|||
Net Income for 3 months | 666,431 |
666,431 |
666,431 |
|
------------ |
---------- |
------------ |
------------ |
|
Balance @ November 30,2001 | 31,072,877 |
(223,381) |
30,845,436 |
656,052 |
====== |
||||
Currency Translation adjustment | 10,465 |
10,465 |
10,465 |
|
Exercise of stock options | -- |
|||
Compensatory stock issuance | 73,872 |
|||
Net Income for 9 months | 3,796,885 | 3,796,885 | 3,796,885 | |
Dividends paid in cash | -- |
|||
$.36 a share on common stock | (1,442,290) |
(1,442,290) |
||
------------ |
---------- |
------------ |
------------ |
|
Balance @ August 31, 2002 | 33,427,472 |
(212,916) |
33,284,368 |
3,807,350 |
======= |
||||
Currency Translation adjustment | (1,372) |
(1,372) |
(1,372) |
|
Compensatory stock issuance | 24,618 |
|||
Net Income for 3 months | 1,241,923 | 1,241,923 |
1,241,923 | |
------------- |
----------- |
------------ |
------------ |
|
Balance @ November 30,2002 | $34,669,395 |
$(214,288) |
$34,549,537 |
$1,240,551 |
======== |
======= |
======== |
======== |
See accompanying notes to the consolidated financial statements and accountants' review report.
CHASE CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
Three Months Ended |
||
November 30, 2002 |
November 30, 2001 |
|
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net Income | $1,241,923 |
$666,431 |
Adjmts. to reconcile net income to net cash provided by operating activities: | ||
Income from joint venture | 65,000 |
(40,000) |
Depreciation | 465,602 |
415,783 |
Amortization - patents | 24,323 |
24,322 |
Provision for losses on accounts receivable | 32,933 |
105,814 |
Stock issued for compensation | 24,618 |
24,624 |
Deferred taxes | 53,483 |
(8,000) |
Change in assets and liabilities | ||
Proceeds from notes receivable | 0 |
147,000 |
Trade receivables | (456,624) |
2,328,870 |
Inventories | (109,577) |
114,907 |
Prepaid. expenses & other current assets | (186,528) |
(606,545) |
Accounts payable | (258,629) |
(585,589) |
Accrued expenses | 122,364 |
(447,247) |
Income taxes payable | 455,375 |
(95,395) |
TOTAL ADJUSTMENTS |
232,340 |
1,378,544 |
NET CASH FROM OPERATIONS |
1,474,263 |
2,044,975 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Capital expenditures | (120,512) |
(1,813,173) |
Cash paid for investment | (116,738) |
|
Investment in trusteed assets | 0 |
(400) |
Investment in subsidiaries | 0 |
(3,500) |
Purchase of cash surrender value | (116,018) |
(164,461) |
(236,530) |
(2,098,272) |
|
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Increase in long-term debt | 1,700,000 |
2,497,783 |
Payments of principal on debt | (2,909,576 |
(2,358,655) |
Net borrowing under line-of-credit | (51,295) |
(52,210) |
(1,260,871) |
86,918 |
|
NET CHANGE IN CASH |
(23,138) |
33,621 |
CASH AT BEGINNING OF PERIOD | 329,084 |
49,283 |
CASH AT END OF PERIOD | $305,946 |
$82,904 |
====== | ===== | |
CASH PAID DURING PERIOD FOR: | ||
Income taxes | $(44,801) |
$457,295 |
Interest | $94,906 |
$122,096 |
Significant non-cash transactions; see note D
See accompanying notes to the consolidated financial statements and accountants' review report.
CHIEF EXECUTIVE OFFICER CERTIFICATION
I, Peter R. Chase, President and Chief Executive Officer of Chase Corporation, certify that:
I have reviewed this Annual Report on Form 10-K of Chase Corporation (the "Registrant");
Based on my knowledge, this Annual Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Annual Report;
Based on my knowledge, the financial statements, and other financial information included in this Annual Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this Annual Report;
The Registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and have;
a) designed such disclosure controls and procedures to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report is
being prepared.
b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; |
5. The Registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the Registrant's auditors and the audit committee of Registrant's board of directors (or persons performing the equivalent functions):
a) all significant deficiencies in the design or operation
of internal controls which could adversely affect the registrant's ability
to record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and |
6. The registrant's other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: January 14, 2002
/s/ Peter R. Chase
Peter R. Chase President & CEO |
CHIEF FINANCIAL OFFICER CERTIFICATION
I, Everett Chadwick, Treasurer and Chief Financial Officer of Chase Corporation, certify that:
I have reviewed this Annual Report on Form 10-K of Chase Corporation (the "Registrant");
Based on my knowledge, this Annual Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Annual Report;
Based on my knowledge, the financial statements, and other financial information included in this Annual Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this Annual Report;
The Registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and have;
a) designed such disclosure controls and procedures to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report is
being prepared.
b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; |
5. The Registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the Registrant's auditors and the audit committee of Registrant's board of directors (or persons performing the equivalent functions):
a) all significant deficiencies in the design or operation
of internal controls which could adversely affect the registrant's ability
to record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and |
6. The registrant's other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: January 14, 2002
/s/ Everett Chadwick
Everett Chadwick Treasurer & CFO |
CHASE CORPORATION | SECURITIES AND EXCHANGE COMMISSION |
NOTES TO CONSOLIDATED FINANCIAL STATEMENT
January 9, 2003
Note A - Basis of Presentation
The accompanying unaudited Consolidated Financial Statements have been prepared in accordance with the instructions to Form 10-Q and all adjustments (consisting of nonrecurring accruals) have been made which are, in the opinion of Management, necessary to a fair statement of the results for the interim periods reported. The financial statements of Chase Corporation include the activities of its divisions and its foreign sales subsidiary.
Note B - Inventories
Certain divisions used estimated gross profit rates to determine the cost of goods sold. No significant adjustments have resulted from reconciling with the interim physical inventories as a result of using this method.
Note C - Income per Share of Common Stock
Three Months Ended |
||
November 30, 2002 |
November 30, 2001 |
|
Income available to common shareholders | $1,241,925 |
$666,431 |
Weighted average common shares outstanding | 4,047,317 |
4,018,992 |
Basic earnings per share | 0.307 |
.166 |
Weighted average common shares outstanding | 4,047,317 |
4,018,992 |
Effect of options outstanding | 93,582 |
76,742 |
Common shares and share equivalents | 4,140,899 |
4,095,734 |
Diluted earnings per share | 0.300 |
.163 |
Note D - Acquisition of Assets
Chase Corporation (the "Company") has purchased certain operating assets of the Tapecoat Division of TC Manufacturing, Inc. from TC Manufacturing, Inc. The assets were purchased effective November 1, 2001.
The purchase price consisted of:Cash | $5,427,217 | |
Accounts Payable | 417,034 | |
Other Current Liabilities assumed | 868,728 | |
Common Stock issued, 40,000 shares | ||
at $10.70 per share | 428,000 | |
$7,140,979 |
Note E - Change in Accounting Method
In July 2001, the Financial Accounting Standards Board (FASB) issued FASB Statements Nos.141 and 142 (FAS 141 and FAS 142), Business Combinations and Goodwill and Other Intangible Assets. FAS 141 replaces APB 16 and eliminates pooling-of-interests accounting prospectively. It also provides guidance on purchase accounting related to the recognition of intangible assets and accounting for negative goodwill. FAS 142 changes the accounting for goodwill from an amortization method to an impairment-only approach. Under FAS 142, goodwill will be tested annually and whenever events or circumstances occur indicating that goodwill might be impaired.
FAS 141 and FAS 142 are effective for all business combinations completed after June 30, 2001. Upon adoption of FAS 142, amortization of goodwill recorded for business combinations consummated prior to July 1, 2001 will cease, and intangible assets acquired prior to July 1, 2001 that do not meet the criteria for recognition under FAS 141 will be reclassified to goodwill. Companies are required to adopt FAS 142 for fiscal years beginning after December 15, 2001, but early adoption is permitted. The Company adopted FAS 142 on September 1, 2001, the beginning of fiscal 2002. In connection with the adoption of FAS 142, the Company was required to perform a transitional goodwill impairment assessment. The Company tests impairment of its goodwill by comparing carrying values to discounted estimated future cash flows for each operating segment. As of February 28, 2002, the Company performed a transitional goodwill impairment assessment and no impairment to goodwill was indicated. The Company performed its annual goodwill impairment assessment, as of June 30, 2002, and no impairment to its goodwill was indicated. Amortization of Goodwill was $666,745 and $660,074 for the fiscal years 2001 and 2000 respectively.
Based on the evaluation of estimated
future cash flows no adjustment to goodwill has been made at this time.
Projected amortization of intangibles not included in goodwill for the
next 5 year period is:
Three Months Ended | ||
November 30, 2002 | November 30, 2001 | |
Net income as reported | 1,241,923 | 666,431 |
Amortization Expense related to goodwill | 0 | 0 |
Net income | 1,241,923 | 666,431 |
Note F - Review by Independent Public Accountant
The financial information included in this form has been reviewed by an independent public accountant in accordance with established professional standards and procedures. Based upon such review, no adjustments or additional disclosure were recommended.
Letter from the independent public accountant is included as a part of this report.
To the Board of Directors
Chase Corporation
Bridgewater, Massachusetts
We have reviewed the consolidated balance sheet of Chase Corporation and Subsidiaries as of November 30, 2002and the related consolidated statements of operations, stockholders equity, and cash flows for the periods of three months ended November 30, 2002 and November 30, 2001; in accordance with Statements on Standards for Accounting and Review Services issued by the American Institute of Certified Public Accountants. All information included in these financial statements is the representation of the management of Chase Corporation.
A review of interim financial information consists principally of obtaining an understanding of the system for the preparation of interim financial information, applying analytical proceduresto financial data, and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with U.S. generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of anymaterial modifications that should be made to the accompanying consolidated financial statements referred to above for them to be in conformity with accounting principles generally accepted in the United States of America.
We have previously audited, in accordance with U. S. generally accepted auditing standards, the consolidated balance sheet of Chase Corporation and Subsidiaries as of August 31, 2002, and the related statements of operations, stockholders' equity, and cash flows for the year then ended (not presented herein); and in our report datedNovember 25, 2002, we expressed an unqualified opinion on those financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of August 31, 2002, is fairly stated in all material respects in relation to the consolidated balance sheet from which it has been derived.
/S/ LIVINGSTON & HAYNES, P.C.
Wellesley, Massachusetts
January 13, 2003
Results of Operations
Net revenues during fiscal 2003 increased to $17,977,000, an increase of $2,624,000 or 17% when compared to the first quarter of fiscal 2002. While the result would indicate a marked improvement over the prior period, the Company continues to be negatively impacted by the general economic downturn. During the first quarter, $1,800,000 of the increase in revenue related to the Company's Tapecoat acquisition, concluded November 1, 2001. This year the Tapecoat division was included for the full quarter versus one month in fiscal 2002. The Specialized Manufacturing segment also had some improvement in certain key product areas which had previously been negatively impacted by the poor economy. The Company's Electronic Manufacturing Services (EMS) segment continues to be more adversely affected by the economic problems.
When comparing the first three months to that of the prior year the majority of the 14% decrease in revenue was associated with the slow economy.
For the first quarter ended: |
Sales |
Operating |
% |
|
November 30, 2002 |
Profit |
|||
Specialized Manufacturing |
$13,166 |
$2,708 |
20.6 |
|
Electronic Manufacturing Services |
$ 4,624 |
$ 256 |
5.5 |
|
$17,790 |
$1,964 |
16.7 |
||
Less: Common Costs |
964 |
|||
Income Before Tax and Minority Interest |
$2,000 |
|||
November 30, 2001 | ||||
Specialized Manufacturing |
$10,245 |
$1,661 |
16.2 |
|
Electronic Manufacturing Services |
$ 4,907 |
$ 43 |
0.9 |
|
$15,152 |
$1,704 |
11.2 |
||
Less: Common Costs |
793 |
|||
Income Before Tax and Minority Interest |
$ 911 |
|||
November 30, 2000 | ||||
Specialized Manufacturing |
$11,837 |
$2,556 |
21.6 |
|
Electronic Manufacturing Services |
$ 5,947 |
$ 703 |
11.8 |
|
$17,784 |
$3,259 |
18.3 |
||
Less: Common Costs |
1,083 |
|||
Income Before Tax and Minority Interest |
$2,176 |
|||
The cost of products sold increased $1,033,000 or 9% when compared to the first quarter of fiscal 2002. To a large extent this increase was volume related. As a percent of sales, the cost of products decreased by 5.3% to 69%. While we continue to be effected by some selling price erosion created by competitive pressures, a product mix change, increased volume and some benefit associated with low material costs helped to provide the Company improvement over the previous period.
When comparing fiscal 2002 versus 2001, the cost of products as a percent of sales had increased 5%. The increased costs were mostly associated with the reduction in sales somewhat created by the economic downturn that in turn also effected our product mix during last years first quarter. This also negated efficiencies previously gained through economies of scale related to the higher volumes.
Selling and administration expenses increased by $533,000 during the current year, however as a percent of sales remained the same. About $300,000 of the increase relates to the Tapecoat acquisition as of November 1, 2002 resulting in a full quarter of their selling and administrative costs. The Company has also invested in certain personnel that is believed to be required to support continued growth. Last year at this time the Company was emphasizing a focus on cost containment.Interest expense decreased to $95,000 during the first quarter as compared to $122,000 and $236,000 respectively against the prior like periods. The reductions relate both to the repayment of debt incurred for acquisitions and continued interest rate deductions. The Company continues to benefit from the low borrowing rates from its financial institutions.
The effective tax rate over the past three years is lower than the applicable
tax rates. However, while
the Company continues to
receive the benefit of solid export sales through its Chase Export
Corporation
subsidiary, it no longer is able to consolidate the losses for tax purposes
related to the Sunburst EMS acquisition.
A majority of the operating income improvement for the first three months of fiscal 2003 related to the strong improvement within our Specialized Manufacturing segment and the solid results from the Tapecoat division which participated for a full quarter. About $450,000 of the improvement relates to Tapecoat which was acquired November 1, 2001. While the Electronic Manufacturing Services (EMS) segment generated some improvement, that market remains slow with no signs of solid improvement during fiscal 2003. The cost structure was modified in an attempt to maximize profitability even with the lower sales. The Company remains concerned over the recovery of the economy but anticipates continued improvement during the year.
When comparing 2002 to 2001 the earning decline was the result of lower sales for products and services provided to the telecommunication market. During last years first quarter, the Company's more traditional markets continued to provide reasonable earnings during a difficult period.
The income (loss) from minority interest is associated with a 42% equity position
in the Stewart Group, Inc., Toronto, Canada. The business focus of this company
is the telecom market and continued market difficulty is anticipated during
fiscal 2003.
The ratio of current assets to current liabilities was 1.8 to 1 at the end of the first quarter of fiscal 2003 as compared to 1.9 to 1 at the prior year end.
Long-term debt decreased by $1,200,000 and total liabilities decreased by $942,000 when compared to the end of fiscal 2002. The debt reduction is associated with the improved earnings and the cash flow improvements related to the increased level of business..
The Company had $3,860,000 in available credit at November 30, 2002 under its credit arrangements with its banks and plans to utilize this means to help finance its interim needs during the year. Current financial resources and anticipated funds from operations are expected to be adequate to meet requirements for funds in the year ahead.
Recent Accounting Pronouncements
In July 2001, the Financial Accounting Standards Board (FASB) issued FASB Statements Nos.141 and 142 (FAS 141 and FAS 142), Business Combinations and Goodwill and Other Intangible Assets. FAS 141 replaces APB 16 and eliminates pooling-of-interests accounting prospectively. It also provides guidance on purchase accounting related to the recognition of intangible assets and accounting for negative goodwill. FAS 142 changes the accounting for goodwill from an amortization method to an impairment-only approach. Under FAS 142, goodwill will be tested annually and whenever events or circumstances occur indicating that goodwill might be impaired.
FAS 141 and FAS 142 are effective for all business combinations completed after June 30, 2001. Upon adoption of FAS 142, amortization of goodwill recorded for business combinations consummated prior to July 1, 2001 will cease, and intangible assets acquired prior to July 1, 2001 that do not meet the criteria for recognition under FAS 141 will be reclassified to goodwill. Companies are required to adopt FAS 142 for fiscal years beginning after December 15, 2001, but early adoption is permitted. The Company adopted FAS 142 on September 1, 2001, the beginning of fiscal 2002. In connection with the adoption of FAS 142, the Company was required to perform a transitional goodwill impairment assessment. The Company tests impairment of its goodwill by comparing carrying values to discounted estimated future cash flows for each operating segment. As of February 28, 2002, the Company performed a transitional goodwill impairment assessment and no impairment to goodwill was indicated. The Company performed its annual goodwill impairment assessment, as of June 30, 2002, and no impairment to its goodwill was indicated. Amortization of Goodwill was $666,745 and $660,074 for the fiscal years 2001 and 2000 respectively.
Forward-Looking Information
From time to time, the Company may publish, verbally or in written form, forward-looking statements relating to such matters as anticipated financial performance, business prospects, technological developments, new products, research and development activities and similar matters. In fact, this Form 10-Q (or any other periodic reporting documents required by the 1934 Act) may contain forward-looking statements reflecting the current views of the Company concerning potential future events or developments. The Private Securities Litigation Reform Act of 1995 (the "Act") provides a "safe harbor" for forward-looking statements. In order to comply with the terms of the "safe harbor," the Company cautions investors that any forward-looking statements made by the Company are not guarantees of future performance and that a variety of factors could cause the Company's actual results and experience to differ materially from the anticipated results or other expectations expressed in the Company's forward-looking statements. The risks and uncertainties which may affect the operations, performance, development and results of the Company's business include, but are not limited to, the following: uncertainties relating to economic conditions; uncertainties relating to government and regulatory policies; uncertainties relating to customer plans and commitments; the pricing and availability of equipment, materials and inventories; technological developments; performance issues with key suppliers and subcontractors; worldwide political stability and economic growth; regulatory uncertainties; delays in testing of new products; rapid technology changes and the highly competitive environment in which the Company operates. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made.
ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K
(A) Exhibits
Reg. S-K
Item 601
Subsection | Description of Exhibit | State | Page Number |
Pursuant to reg. S-K item 601
no exhibits are required.
(b) Reports on Form 8-K
No 8-K reports were filed during the three months ended November 30, 2002.
No financial statements were filed during the three months ended November 30, 2002.
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 thereunto duly authorized. |
CHASE CORPORATION |
/s/ Peter R. Chase |
Peter R. Chase, President & CEO |
Dated: January 15, 2003