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 February 28, 2003 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 January 31, 2003 | 4,047,317 |
Part 1: FINANCIAL INFORMATION
CHASE CORPORATION
CONSOLIDATED BALANCE SHEET
ASSETS |
Feb 28 |
Aug 31 |
2003 |
2002 |
|
(UNAUDITED) |
(AUDITED) |
|
CURRENT ASSETS | ||
Cash and cash equivalents | $745,173 |
$329,084 |
Trade receivables, less allowances | ||
for doubtful accounts of $470,775 | ||
and $2288,177 respectively |
10,665,749 |
11,019,325 |
Note receivable from related party | ||
Inventories (Note B) | ||
Finished and in process |
5,106,265 |
4,536,453 |
Raw Materials |
5,311,738 |
4,981,086 |
10,418,003 |
9,517,539 |
|
Prepaid expenses & other current assets |
871,116 |
604,512 |
Deferred taxes |
188,310 |
137,888 |
TOTAL CURRENT ASSETS |
22,888,351 |
21,608,348 |
PROPERTY, PLANT AND EQUIPMENT | ||
Land and improvements |
1,096,704 |
1,096,704 |
Buildings |
10,197,575 |
7,480,873 |
Machinery & equipment |
23,121,733 |
21,992,666 |
Construction in Process |
660,538 |
855,100 |
35,076,550 |
31,425,343 |
|
Less allowance for depreciation |
17,276,609 |
16,293,137 |
17,799,941 |
15,132,206 |
|
OTHER ASSETS | ||
Excess of cost over net assets acquired | 10,503,820 |
10,503,820 |
Less amortization | 1,922,089 |
1,922,089 |
8,581,731 |
8,581,731 |
|
Patents, agreements and trademarks | ||
less amortization of $1,035,384 for Feb 28, 2003 and August 31, 2002 |
605,340 |
653,985 |
Cash surrender value of life insurance net |
4,723,279 |
4,459,167 |
Deferred taxes |
775,808 |
655,279 |
Investment in joint venture |
1,249,595 |
1,324,595 |
Other |
957,398 |
889,518 |
16,893,151 |
16,564,275 |
|
$57,581,443 |
$53,304,829 |
|
======== |
======== |
LIABILITIES AND STOCKHOLDERS' EQUITY
Feb 28 |
Aug 31 |
|
2003 |
2002 |
|
(UNAUDITED) |
(AUDITED) |
|
CURRENT LIABILITIES | ||
Accounts payable | $4,655,375 |
$5,354,907 |
Notes payable |
1,467,309 |
1,524,324 |
Accrued expenses |
1,649,632 |
1,685,181 |
Accrued pension expense-current |
407,156 |
407,156 |
Income taxes |
1,921,066 |
866,332 |
Current portion of L.T. debt |
2,429,330 |
1,966,382 |
TOTAL CURRENT LIABILITIES |
12,529,868 |
11,804,282 |
LONG-TERM DEBT, less current portion |
8,846,527 |
6,780,834 |
Long-term deferred compensation obligation |
950,398 |
882,518 |
ACCRUED PENSION EXPENSE |
823,311 |
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 Feb 28, 2003, and 5,135,901 shares at Aug. 31, 2002 respectively. | 513,590 |
513,590 |
Additional paid-in capital |
4,293,011 |
4,243,787 |
Treasury Stock, 1,088,584 and 1,088,584 Feb 28, 2003, and Aug. 31, 2002, respectively | (4,687,565) |
(4,687,565) |
Cum. G/(L) on currency translation | (187,605) |
(212,916) |
Retained earnings |
34,499,908 |
33,427,472 |
34,431,339 |
33,284,368 |
|
$57,581,443 |
$53,304,829 |
|
======== |
======== |
See accompanying notes to the consolidated financial statements and accountants' review report.
CHASE CORPORATION
STATEMENT OF CONSOLIDATED OPERATIONS
(UNAUDITATED)
Six Months Ended |
Three Months Ended |
|||
Feb 28, |
Feb 28 |
Feb 28, |
Feb 28 |
|
2003 |
2002 |
2003 |
2002 |
|
Sales | $33,507,862 |
$31,999,373 |
$15,718,210 |
$16,847,200 |
Commissions and other income |
391,519 |
407,887 |
203,890 |
206,776 |
33,899,381 |
32,407,260 |
15,922,100 |
17,053,976 |
|
Cost and Expenses | ||||
Cost of products sold(Note B) |
23,410,952 |
23,870,015 |
11,126,003 |
12,617,618 |
Sell, general and admin expenses |
6,843,218 |
6,212,032 |
3,254,740 |
3,156,975 |
Bad debt expense |
91,085 |
61,427 |
49,834 |
48,922 |
Non-operating interest income | (49,467) | (178) | (17,341) | (176) |
Interest expense |
196,132 |
265,786 |
101,226 |
143,690 |
30,491,920 |
30,409,082 |
14,514,462 |
15,967,029 |
|
Income before income taxes and minority interest and participation |
3,407,461 |
1,998,178 |
1,407,638 |
1,086,947 |
Income taxes |
1.167,100 |
595,900 |
474,200 |
311,100 |
Income before minority interest and participation |
2,240,361 |
1,402,278 |
933,438 |
755,847 |
Income from minority interest |
(75,000) |
75,000 |
(10,000) |
35,000 |
NET INCOME | $2,165,361 |
$1,477,278 |
$923,438 |
$810,847 |
======= |
======= |
======= |
====== |
|
Net income per share of Common Stock | ||||
Basic | $0.535 |
$0.366 |
$0.228 |
$0.200 |
===== |
===== |
===== |
===== |
|
Fully Diluted | $0.522 |
$0.359 |
$0.222 |
$0.196 |
===== |
===== |
===== |
===== |
See accompanying notes to the consolidated financial statements and accountants' review report.
CHASE CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY(continued)
(UNAUDITED)
6 MONTH ENDED February 28, 2003 AND February 28, 2002
Common Stock | Additional |
||||
Shares |
Paid-In |
Treasury Stock |
|||
Issued |
Amount |
Capital |
Shares |
Amount |
|
Balance @ Aug 31, 2001 | 5,094,389 |
$509,439 |
$3,721,442 |
1,088,584 |
$(4,687,565) |
Currency Translation adjustment | |||||
Exercise of stock options |
1,512 |
151 |
(151) |
||
Issue of 40,000 shares-Tapecoat | 40,000 | 4,000 | 424,000 | ||
Compensatory stock issuance |
49,248 |
||||
Net Income for 6 months | |||||
Dividend paid in cash | |||||
$.36 a share on common stock | |||||
----------- |
--------- |
----------- |
---------- |
------------ |
|
Balance @ Feb 28, 2002 | 5,135,901 |
513,590 |
4,194,539 |
1,088,584 |
(4,687,565) |
Common Stock | Additional |
||||
Shares |
Paid-In |
Treasury Stock |
|||
Issued |
Amount |
Capital |
Shares |
Amount |
|
Balance @ Feb 28, 2002 | 5,135,901 |
513,590 |
4,194,539 |
1,088,584 |
(4,687,565) |
Currency Translation adjustment | |||||
Compensatory stock issuance |
49,248 |
||||
Net Income for 6 months | |||||
---------- |
--------- |
----------- |
---------- |
------------ |
|
Balance @ Aug 31, 2002 | 5,135,901 |
513,590 |
4,243,787 |
1,088,584 |
(4,687,565) |
Common Stock | Additional |
||||
Shares |
Paid-In |
Treasury Stock |
|||
Issued |
Amount |
Capital |
Shares |
Amount |
|
Balance @ Aug 31, 2002 | 5,135,901 |
513,590 |
4,243,787 |
1,088,584 |
(4,687,565) |
Currency Translation adjustment | |||||
Treasury Stock dividend | |||||
Exercise of stock options | |||||
Compensatory stock issuance |
49,224 |
||||
Net Income for 6 months | |||||
Dividends paid in cash | |||||
$.27 a share on common stock | |||||
---------- |
--------- |
----------- |
---------- |
------------- |
|
Balance @ Feb 28, 2003 | 5,135,901 |
$513,590 |
$4,293,011 |
1,088,584 |
$(4,687,565) |
======= |
====== |
======= |
======= |
======== |
Cumulative | ||||
Effect of | Total | |||
Retained |
Currency | Shareholders | Comprehensive | |
Earnings |
Translation |
Equity |
Income |
|
Balance @ Aug 31, 2001 | $30,406,446 |
$(213,002) |
$29,736,760 |
|
Currency Translation adjustment | (22,404) |
(22,404) |
$(22,404) |
|
Exercise of stock options | ||||
Issue of 40,000 shares-Tapecoat |
428,000 |
|||
Compensatory stock issuance |
49,248 |
|||
Net Income for 6 months |
1,477,278 |
1,477,278 |
1,477,278 |
|
Dividend paid in cash | ||||
$.36 a share on common stock | (1,442,290) |
(1,442,290) |
||
------------ |
---------- |
------------ |
------------ |
|
Balance @ Feb 28, 2002 |
30,441,434 |
(235,406) |
30,226,592 |
1,454,874 |
======= |
||||
Cumulative | ||||
Effect of | Total | |||
Retained |
Currency | Shareholders | Comprehensive | |
Earnings |
Translation |
Equity |
Income |
|
Balance @ Feb 28, 2002 |
30,441,434 |
(235,406) |
30,226,592 |
1,454,874 |
Currency Translation adjustment |
22,490 |
22,490 |
22,490 |
|
Compensatory stock issuance |
49,248 |
|||
Net Income for 6 months |
2,986,038 |
2,986,038 |
2,986,038 |
|
------------ |
---------- |
------------ |
------------ |
|
Balance @ Aug 31, 2002 | 33,427,472 |
(212,916) |
33,284,368 |
3,008,528 |
======= |
||||
Cumulative | ||||
Effect of | Total | |||
Retained |
Currency | Shareholders | Comprehensive | |
Earnings |
Translation |
Equity |
Income |
|
Balance @ Aug 31, 2002 | 33,427,472 |
(212,916) |
33,284,368 |
3,008,528 |
Currency Translation adjustment | 25,311 | 25,311 | 25,311 | |
Treasury Stock dividend | ||||
Exercise of stock options | ||||
Compensatory stock issuance | 49,224 | |||
Net Income for 6 months | 2,165,361 | 2,165,361 | 2,165,361 | 2,165,361 |
Dividends paid in cash | ||||
$.27 a share on common stock | (1,092,925) | (1,092,925) | ||
------------- |
----------- |
------------ |
------------ |
|
Balance @ Feb 28, 2003 | $34,499,908 |
$(187,605) |
$34,431,339 |
$2,190,672 |
======== |
======= |
======== |
======== |
|
See accompanying notes to the consolidated financial statements and accountants' review report.
CHASE CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
Six Months Ended |
||
Feb. 28, 2003 |
Feb. 28, 2002 |
|
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net Income | $2,165,361 |
$1,477,278 |
Adjmts. to reconcile net income to net cash provided by operating activities: | ||
Income from joint venture | 75,000 |
(75,000) |
Depreciation |
983,472 |
893,533 |
Amortization |
48,645 |
48,645 |
Provision for losses on accounts receivable |
182,598 |
86,285 |
Stock issued for compensation |
49,224 |
49,248 |
Deferred taxes | (170,951) |
(152,583) |
Change in assets and liabilities | ||
Proceeds from notes receivable |
0 |
147,000 |
Trade receivables |
170,978 |
1,939,651 |
Inventories |
(900,464) |
586,430 |
Prepaid. expenses & other current assets |
(266,604) |
(480,050) |
Accounts payable |
(699,532) |
168,449 |
Accrued expenses |
234,935 |
(436,741) |
Income taxes payable |
1,054,734 |
(513,897) |
Deferred compensation | 0 |
0 |
_________ | _________ | |
TOTAL ADJUSTMENTS |
762,035 |
2,260,970 |
NET CASH FROM OPERATIONS |
2,927,396 |
3,738,248 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Capital expenditures | (3,625,896) |
(2,389,468) |
Cash paid for investment |
0 |
(15,352) |
Investment in trusteed assets | 0 |
0 |
Investment in subsidiaries |
0 |
(3,500) |
Purchase of cash surrender value | (264,112) |
(393,502) |
Dividend received from joint venture | 0 |
0 |
_________ | _________ | |
(3,890,008) |
(2,801,822) |
|
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Increase in long-term debt |
7,600,000 |
6,797,783 |
Payments of principal on debt | (5,071,359) |
(6,030,898) |
Net borrowing under line-of-credit | (57,015) |
(61,184) |
Dividend paid | (1,092,925) |
(1,442,290) |
Reduction of cash paid for dividends | _________ | _________ |
(1,378,701) |
(736,589) |
|
NET CHANGE IN CASH |
416,089 |
199,837 |
CASH AT BEGINNING OF PERIOD |
329,084 |
49,283 |
_________ | _________ | |
CASH AT END OF PERIOD | $745,173 |
$249,120 |
====== | ====== | |
CASH PAID DURING PERIOD FOR: | ||
Income taxes | $53,699 |
$1,385,285 |
Interest | $196,132 |
$265,786 |
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: April 9, 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: April 9, 2002
/s/ Everett Chadwick
Everett Chadwick Treasurer & CFO |
CHASE CORPORATION | SECURITIES AND EXCHANGE COMMISSION |
NOTES TO CONSOLIDATED FINANCIAL STATEMENT
April 14, 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
Six Months Ended |
Three Months Ended |
|||
February 28, 2003 |
February 28, 2002 |
February 28, 2003 |
February 28, 2002 |
|
Income available to common shareholders | $2165,361 |
$1,477,278 |
$923,438 |
$810,847 |
Weighted average common shares outstanding | 4,047,317 |
4,032,984 |
4,047,317 |
4,047,132 |
Basic earnings per share | 0.535 |
0.366 |
0.228 |
0.200 |
Weighted average common shares outstanding | 4,047,317 |
4,032,984 |
4,047,317 |
4,047,132 |
Effect of options outstanding | 104,360 |
83,396 |
111,770 |
85,507 |
Common shares and share equivalents | 4,151,677 |
4,116,380 |
4,159,087 |
4,132,639 |
Diluted earnings per share | 0.522 |
0.359 |
0.222 |
0.196 |
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.
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 |
Six Months Ended | Three Months Ended | |||
February 28, | February 28, | February 28, | February 28, | |
2003 | 2002 | 2003 | 2002 | |
Net income as reported | 2,165,361 | 1,477,278 | 923,438 | 810,847 |
Amortization Expense related to goodwill | 0 | 0 | 0 | 0 |
Net income | 2,165,361 | 1,477,278 | 923,438 | 810,847 |
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 February 28, 2003 and the related statements of operations, stockholders equity, and cash flows for the three and six months periods then ended February 28, 2003 and February 28, 2002. These financial statements are the responsibility of the company's management.
We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit in accordance with 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 reviews, we are not aware of any material modifications that should be made to the 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 auditing standards generally accepted in the United States of America, the consolidated balance sheet of Chase Corporation and Subsidiaries as of August 31, 2002 and the related consolidated statements of income, retained earnings and cash flows for the year then ended (not presented herein); and in our report dated November 25, 2002, we expressed an unqualified opinion on those consolidated 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
April 4, 2003
Results of Operations
Net revenues increased 5% for the first six months of fiscal 2003 versus the same period last year; although second quarter revenues declined 7% when compared to the like period in fiscal 2002. The Company continues to be negatively impacted by the general economic downturn and which has now been further confused by the war and the uncertainties associated with this action. From a revenue analysis, most of the negative impact when comparing this fiscal year versus last year is associated with certain markets within our Electronic Manufacturing Services (EMS) segment. It is anticipated that these markets, predominantly electronic and telecommunications, will continue to be soft during the remainder of the year. However, the Company's diversification should allow us to continue to be able to manage our resources on a positive revenue base during this difficult period. The Company will also continue to look for potential investment opportunities that can benefit the Company in the future.
Sales and Operating Profit by Segment
($-000)
For the six months ended: | Sales |
Operating |
% |
|
Feb 28, 2003 | Profit |
|||
Specialized Manufacturing | $25,008 |
$4,842 |
19.4 |
|
Electronic Manufacturing Services | $ 8,500 |
$ 386 |
4.5 |
|
$33,508 |
$5,228 |
15.6 |
||
Less: Common Costs |
(1,820) |
_____ |
||
Income Before Tax and Minority Interest |
$3,408 |
10.2 |
||
Feb 28, 2002 | ||||
Specialized Manufacturing | $21,961 |
$3,420 |
15.6 |
|
Electronic Manufacturing Services | $10,038 |
$ 176 |
1.8 |
|
$31,999 |
$3,596 |
11.2 |
||
Less: Common Costs |
(1,598) |
_____ |
||
Income Before Tax and Minority Interest |
$1,998 |
6.2 |
||
Feb 28, 2001 | ||||
Specialized Manufacturing | $22,776 |
$4,642 |
20.4 |
|
Electronic Manufacturing Services | $11,746 |
$1,153 |
9.8 |
|
$34,522 |
$5,795 |
16.8 |
||
Less: Common Costs |
(2,055) |
_____ |
||
Income Before Tax and Minority Interest |
$3,740 |
10.8 |
||
The cost of products decreased by $1,492,000 during the current quarter when comparing it to the same quarter last year. When comparing the 6 month period this year verses the prior year there was a decrease of $459,000. For the first half, as a percent of sales, cost of products decreased to 69.9% from 74.6%. While we have had some selling price erosion during this period, we received the benefit of a change in product mix mostly associated with the lower sales within our Electronic Manufacturing Services segment. This EMS segment has a higher cost of materials than our more traditional products. The EMS sales were off $1,500,000 for the six month period. The Specialized Manufacturing segment also received benefits this year of having the Tapecoat division results included in the full six months versus only four month during fiscal 2002.
When comparing fiscal 2002 versus 2001, the cost of products decreased 7%. The Company's performance had been negatively impacted by the recession, which was somewhat offset from the benefits of our acquisition of Tapecoat concluded on November 1, 2001.
Interest expense decreased to $196,000 for the first six months of this year as compared to $266,000 and $470,000 for the periods of 2002 and 2001. The decreases relate to the repayment of debt incurred for acquisition and also the reduction of interest rates. The Company continues to receive the benefits from low borrowing rates from its financial institutions.
A majority of the operating income improvement of $1,400,000 for the first six months of fiscal 2003 relates to improvement within our Specialized Manufacturing segment. About $746,000 of the improvement relates to Tapecoat which was acquired November 1, 2001. Also, the Electronic Manufacturing Services (EMS) segment generated some improvement. That market continues to be difficult with no signs of solid improvement during fiscal 2003. The cost structure of EMS has been modified in an attempt to maximize profitability even with lower sales. The Company remains concerned over the recovery of the economy but anticipates continued improvement during the year.
When comparing 2002 to 2001, both of our segments were influenced by the general economic slow down and the impact of the World Trade Center attack. However, during the first six months of 2002, the Company's traditional markets continued to provide reasonable earnings during a difficult period.
The income (loss) from minority interest relates to a 42% equity position in the Stewart Group, Inc., Toronto, Canada. The business focus is the telecom market and continued market difficulty is anticipated during fiscal 2003.
Liquidity and Sources of Capital
The ratio of current assets to current liabilities was 1.9 to 1 at the end of the second quarter of fiscal 2003 and as of the end of fiscal 2002.
Long-term debt increased by $2,066,000 and total liabilities increased $2,838,000. The increases are associated with debt incurred to acquire Facile, Inc. The amount borrowed was $4,000,000 of which $3,200,000 would currently be considered long-term. The Company anticipates continued debt reduction as a result of improved earnings and cash flow improvements related to a stronger business environment.
The Company had $4,500,000 in available credit at February 28, 2003 under its credit arrangements with its primary bank 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. An interim evaluation of goodwill has been conducted based on the evaluation of estimated future cash flow and no adjustments to goodwill are required at this time. Therefore, no amortization of goodwill has been charged to administrative expense for the nine and three-month periods ended May 31, 2002. Administrative expense included amortization of goodwill totaling $495,404 and $165,228 respectively for the nine and three-month periods ended May 31, 2001. Amortization of goodwill booked to administrative expense totaled $491,724 and $163,908 respectively for the nine and three-month periods ended May 31, 2000.
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 Companys actual results and experience to differ materially from the anticipated results or other expectations expressed in the Companys forward-looking statements. The risks and uncertainties which may affect the operations, performance, development and results of the Companys 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.
(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
A report on Form 8-K was filed on February 25, 2003 relating to the purchase of certain assets.
No financial statements were filed during the three months ended February 28, 2003.
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: April 14, 2003