Attached files

file filename
EX-31.1 - EX-31.1 - CHASE CORPccf-20160531ex311fd2f08.htm
EX-32.2 - EX-32.2 - CHASE CORPccf-20160531ex322802d2e.htm
EX-32.1 - EX-32.1 - CHASE CORPccf-20160531ex321028d17.htm
EX-31.2 - EX-31.2 - CHASE CORPccf-20160531ex312e99b83.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the Quarterly Period Ended May 31, 2016

Commission File Number: 1-9852

 

CHASE CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

 

Massachusetts

 

11-1797126

(State or other jurisdiction of incorporation
of organization)

 

(I.R.S. Employer Identification No.)

 

26 Summer Street, Bridgewater, Massachusetts 02324

(Address of Principal Executive Offices, Including Zip Code)

 

(508) 819-4200

(Registrant’s Telephone Number, Including Area 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   NO 

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  YES   NO 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

 

 

Large accelerated filer

Accelerated filer

Non-accelerated filer (Do not check if a smaller reporting company)

Smaller reporting company

 

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  YES   NO 

The number of shares of Common Stock outstanding as of June 30, 2016 was 9,276,921.

 

 

 


 

CHASE CORPORATION

INDEX TO FORM 10-Q

 

For the Quarter Ended May 31, 2016

 

Part I - FINANCIAL INFORMATION

 

 

 

 

 

Item 1 – Unaudited Condensed Consolidated Financial Statements 

 

 

 

 

 

Condensed Consolidated Balance Sheets as of May 31, 2016 and August 31, 2015 

 

 

 

 

Condensed Consolidated Statements of Operations for the three and nine months ended May 31, 2016 and 2015 

 

 

 

 

Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended May 31, 2016 and 2015 

 

 

 

 

Condensed Consolidated Statement of Equity for the nine months ended May 31, 2016 

 

 

 

 

Condensed Consolidated Statements of Cash Flows for the nine months ended May 31, 2016 and 2015 

 

 

 

 

Notes to Condensed Consolidated Financial Statements 

 

 

 

 

Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations 

 

23 

 

 

 

Item 3 – Quantitative and Qualitative Disclosures About Market Risk 

 

35 

 

 

 

Item 4 – Controls and Procedures 

 

36 

 

 

 

Part II – OTHER INFORMATION 

 

 

 

 

 

Item 1 – Legal Proceedings 

 

36 

 

 

 

Item 1A – Risk Factors 

 

36 

 

 

 

Item 6 – Exhibits 

 

37 

 

 

 

SIGNATURES 

 

38 

 

 

 

2


 

Item 1 — Unaudited Condensed Consolidated Financial Statements

 

CHASE CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

 

In thousands, except share and per share amounts

 

 

 

 

 

 

 

 

 

 

 

May 31, 

 

August 31, 

 

 

 

2016

    

2015

 

ASSETS

 

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

 

Cash & cash equivalents

 

$

62,347

 

$

43,819

 

Accounts receivable, less allowance for doubtful accounts of $926 and $705

 

 

38,426

 

 

39,488

 

Inventories

 

 

26,605

 

 

29,476

 

Prepaid expenses and other current assets

 

 

2,812

 

 

2,174

 

Due from sale of business

 

 

457

 

 

 —

 

Assets held for sale

 

 

604

 

 

1,089

 

Deferred income taxes

 

 

2,255

 

 

2,255

 

Total current assets

 

 

133,506

 

 

118,301

 

 

 

 

 

 

 

 

 

Property, plant and equipment, net

 

 

37,028

 

 

40,921

 

 

 

 

 

 

 

 

 

Other Assets

 

 

 

 

 

 

 

Goodwill

 

 

43,899

 

 

44,123

 

Intangible assets, less accumulated amortization of $34,154 and $28,882

 

 

38,891

 

 

44,852

 

Cash surrender value of life insurance

 

 

7,135

 

 

7,133

 

Restricted investments

 

 

1,547

 

 

1,410

 

Funded pension plan

 

 

745

 

 

634

 

Deferred income taxes

 

 

385

 

 

390

 

Other assets

 

 

96

 

 

133

 

 

 

$

263,232

 

$

257,897

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

Current portion of long-term debt

 

$

8,400

 

$

8,400

 

Accounts payable

 

 

14,615

 

 

15,599

 

Accrued payroll and other compensation

 

 

4,493

 

 

6,286

 

Accrued expenses

 

 

3,900

 

 

4,448

 

Accrued income taxes

 

 

2,005

 

 

2,783

 

Total current liabilities

 

 

33,413

 

 

37,516

 

 

 

 

 

 

 

 

 

Long-term debt, less current portion

 

 

37,100

 

 

43,400

 

Deferred compensation

 

 

2,304

 

 

2,230

 

Accumulated pension obligation

 

 

13,150

 

 

12,901

 

Other liabilities

 

 

373

 

 

85

 

Accrued income taxes

 

 

1,368

 

 

1,249

 

Deferred income taxes

 

 

6,188

 

 

6,174

 

 

 

 

 

 

 

 

 

Commitments and Contingencies (Note 10)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity

 

 

 

 

 

 

 

First Serial Preferred Stock,  $1.00 par value: Authorized 100,000 shares; none issued

 

 

 

 

 

 

 

Common stock, $.10 par value: Authorized 20,000,000 shares; 9,267,633 shares at May 31, 2016 and 9,191,958 shares at August 31, 2015 issued and outstanding

 

 

927

 

 

919

 

Additional paid-in capital

 

 

14,989

 

 

14,296

 

Accumulated other comprehensive loss

 

 

(9,646)

 

 

(7,986)

 

Retained earnings

 

 

163,066

 

 

147,113

 

Total equity

 

 

169,336

 

 

154,342

 

Total liabilities and equity

 

$

263,232

 

$

257,897

 

 

See accompanying notes to the condensed consolidated financial statements

3


 

CHASE CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

In thousands, except share and per share amounts

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended May 31, 

 

 

Nine Months Ended May 31, 

 

 

 

    

2016

    

2015

 

 

2016

    

2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales

 

$

63,480

 

$

64,102

 

 

$

173,932

 

$

170,772

 

 

Royalties and commissions

 

 

756

 

 

796

 

 

 

2,706

 

 

2,363

 

 

 

 

 

64,236

 

 

64,898

 

 

 

176,638

 

 

173,135

 

 

Costs and Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of products and services sold

 

 

38,542

 

 

40,144

 

 

 

108,154

 

 

108,859

 

 

Selling, general and administrative expenses

 

 

11,770

 

 

12,125

 

 

 

33,506

 

 

34,260

 

 

Exit costs related to idle facility (Note 15)

 

 

662

 

 

 —

 

 

 

871

 

 

 —

 

 

Write-down of certain assets under construction (Note 8)

 

 

 —

 

 

 —

 

 

 

365

 

 

 —

 

 

Acquisition-related costs (Note 14)

 

 

 —

 

 

 —

 

 

 

 —

 

 

584

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

 

13,262

 

 

12,629

 

 

 

33,742

 

 

29,432

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(284)

 

 

(266)

 

 

 

(794)

 

 

(810)

 

 

Gain on sale of business  (Note 8)

 

 

 —

 

 

 —

 

 

 

1,031

 

 

 —

 

 

Other income (expense)

 

 

(512)

 

 

(500)

 

 

 

876

 

 

266

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income before income taxes

 

 

12,466

 

 

11,863

 

 

 

34,855

 

 

28,888

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income taxes

 

 

4,935

 

 

4,697

 

 

 

12,903

 

 

10,656

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

7,531

 

$

7,166

 

 

$

21,952

 

$

18,232

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Add: net income attributable to non-controlling interest

 

 

 —

 

 

 —

 

 

 

 —

 

 

(95)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to Chase Corporation

 

$

7,531

 

$

7,166

 

 

$

21,952

 

$

18,137

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income available to common shareholders, per common and common equivalent share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.81

 

$

0.78

 

 

$

2.38

 

$

1.98

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted

 

$

0.80

 

$

0.77

 

 

$

2.34

 

$

1.95

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

9,173,252

 

 

9,093,602

 

 

 

9,156,805

 

 

9,076,386

 

 

Diluted

 

 

9,311,798

 

 

9,245,953

 

 

 

9,287,809

 

 

9,216,731

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Annual cash dividends declared per share

 

 

 

 

 

 

 

 

$

0.65

 

$

0.60

 

 

 

See accompanying notes to the condensed consolidated financial statements

4


 

CHASE CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)

 

In thousands, except share and per share amounts

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended May 31, 

 

 

Nine Months Ended May 31, 

 

 

    

2016

    

2015

 

 

2016

    

2015

 

Net income

 

$

7,531

 

$

7,166

 

$

21,952

 

$

18,232

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net unrealized gain (loss) on restricted investments, net of tax

 

 

75

 

 

11

 

 

(24)

 

 

3

 

 

Change in funded status of pension plans, net of tax

 

 

94

 

 

224

 

 

281

 

 

443

 

 

Foreign currency translation adjustment

 

 

2,093

 

 

(274)

 

 

(1,917)

 

 

(3,183)

 

 

Total other comprehensive income (loss)

 

 

2,262

 

 

(39)

 

 

(1,660)

 

 

(2,737)

 

 

Comprehensive income

 

 

9,793

 

 

7,127

 

 

20,292

 

 

15,495

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive income attributable to non-controlling interest

 

 

 —

 

 

 —

 

 

 —

 

 

(95)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive income attributable to Chase Corporation

 

$

9,793

 

$

7,127

 

$

20,292

 

$

15,400

 

 

 

See accompanying notes to the condensed consolidated financial statements

 

 

5


 

CHASE CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF EQUITY

NINE MONTHS ENDED MAY 31, 2016

(UNAUDITED)

 

In thousands, except share and per share amounts

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

Accumulated Other

 

 

 

 

Total

 

 

 

Common Stock

 

Paid-In

 

Comprehensive

 

Retained

 

Stockholders'

 

 

    

Shares

    

Amount

    

Capital

    

Income (loss)

    

Earnings

    

Equity

 

Balance at August 31, 2015

 

9,191,958

 

$

919

 

$

14,296

 

$

(7,986)

 

$

147,113

 

$

154,342

 

Restricted stock grants, net of forfeitures

 

29,884

 

 

3

 

 

(3)

 

 

 

 

 

 

 

 

 -

 

Amortization of restricted stock grants

 

 

 

 

 

 

 

729

 

 

 

 

 

 

 

 

729

 

Amortization of stock option grants

 

 

 

 

 

 

 

212

 

 

 

 

 

 

 

 

212

 

Exercise of stock options

 

92,826

 

 

9

 

 

1,432

 

 

 

 

 

 

 

 

1,441

 

Common stock received for payment of stock option exercises

 

(24,758)

 

 

(2)

 

 

(1,315)

 

 

 

 

 

 

 

 

(1,317)

 

Excess tax benefit from stock based compensation

 

 

 

 

 

 

 

855

 

 

 

 

 

 

 

 

855

 

Common stock retained to pay taxes on common stock

 

(22,277)

 

 

(2)

 

 

(1,217)

 

 

 

 

 

 

 

 

(1,219)

 

Cash dividend paid, $0.65 per share

 

 

 

 

 

 

 

 

 

 

 

 

 

(5,999)

 

 

(5,999)

 

Change in funded status of pension plan, net of tax $153

 

 

 

 

 

 

 

 

 

 

281

 

 

 

 

 

281

 

Foreign currency translation adjustment

 

 

 

 

 

 

 

 

 

 

(1,917)

 

 

 

 

 

(1,917)

 

Net unrealized gain (loss) on restricted investments, net of tax $13

 

 

 

 

 

 

 

 

 

 

(24)

 

 

 

 

 

(24)

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

21,952

 

 

21,952

 

Balance at May 31, 2016

 

9,267,633

 

$

927

 

$

14,989

 

$

(9,646)

 

$

163,066

 

$

169,336

 

 

See accompanying notes to the condensed consolidated financial statements

 

 

6


 

CHASE CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

In thousands, except share and per share amounts

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended May 31, 

 

 

 

 

    

2016

    

2015

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

 

 

 

Net income

 

$

21,952

 

$

18,232

 

 

 

Adjustments to reconcile net income to net cash provided by operating activities

 

 

 

 

 

 

 

 

 

Loss on write-down of certain assets under construction

 

 

365

 

 

 —

 

 

 

Gain on sale of business

 

 

(1,031)

 

 

 —

 

 

 

Depreciation

 

 

4,282

 

 

4,238

 

 

 

Amortization

 

 

5,774

 

 

4,940

 

 

 

Cost of sale of inventory step-up

 

 

 —

 

 

65

 

 

 

Provision for allowance for doubtful accounts

 

 

235

 

 

193

 

 

 

Stock based compensation

 

 

941

 

 

819

 

 

 

Realized gain on restricted investments

 

 

(65)

 

 

(79)

 

 

 

Decrease in cash surrender value life insurance

 

 

135

 

 

135

 

 

 

Pension curtailment and settlement loss

 

 

 —

 

 

177

 

 

 

Excess tax expense from stock-based compensation

 

 

(855)

 

 

(730)

 

 

 

Deferred taxes

 

 

 —

 

 

(149)

 

 

 

Increase (decrease) from changes in assets and liabilities

 

 

 

 

 

 

 

 

 

Accounts receivable

 

 

306

 

 

(1,529)

 

 

 

Inventories

 

 

2,659

 

 

(1,295)

 

 

 

Prepaid expenses & other assets

 

 

(643)

 

 

(143)

 

 

 

Accounts payable

 

 

(1,045)

 

 

426

 

 

 

Accrued compensation and other expenses

 

 

(1,530)

 

 

(3,414)

 

 

 

Accrued income taxes

 

 

287

 

 

1,842

 

 

 

Deferred compensation

 

 

75

 

 

138

 

 

 

Net cash provided by operating activities

 

 

31,842

 

 

23,866

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

 

Purchases of property, plant and equipment

 

 

(1,377)

 

 

(1,954)

 

 

 

Retirements of (cost to acquire) intangible assets

 

 

13

 

 

(34)

 

 

 

Payments for acquisitions

 

 

 —

 

 

(33,285)

 

 

 

Net proceeds from sale of business

 

 

1,729

 

 

739

 

 

 

Increase in restricted investments

 

 

(109)

 

 

(110)

 

 

 

Payments for cash surrender value life insurance

 

 

(137)

 

 

(138)

 

 

 

Net cash provided by (used in) investing activities

 

 

119

 

 

(34,782)

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

 

Borrowings on debt

 

 

 —

 

 

2,000

 

 

 

Payments of principal on debt

 

 

(6,300)

 

 

(7,250)

 

 

 

Dividend paid

 

 

(5,999)

 

 

(5,477)

 

 

 

Proceeds from exercise of common stock options

 

 

124

 

 

392

 

 

 

Payments of taxes on stock options and restricted stock

 

 

(1,219)

 

 

(1,182)

 

 

 

Excess tax benefit from stock based compensation

 

 

855

 

 

730

 

 

 

Payment for acquisition of non-controlling interest

 

 

 —

 

 

(500)

 

 

 

Net cash used in financing activities

 

 

(12,539)

 

 

(11,287)

 

 

 

 

 

 

 

 

 

 

 

 

 

INCREASE (DECREASE) IN CASH & CASH EQUIVALENTS

 

 

19,422

 

 

(22,203)

 

 

 

Effect of foreign exchange rates on cash

 

 

(894)

 

 

(1,310)

 

 

 

CASH & CASH EQUIVALENTS, BEGINNING OF PERIOD

 

 

43,819

 

 

53,222

 

 

 

CASH & CASH EQUIVALENTS, END OF PERIOD

 

$

62,347

 

$

29,709

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-cash Investing and Financing Activities

 

 

 

 

 

 

 

Common stock received for payment of stock option exercises

 

$

1,317

 

$

1,767

 

 

 

Property, plant and equipment additions included in accounts payable

 

$

218

 

$

99

 

 

 

Deferred tax assets and liabilities acquired from non-controlling interest

 

$

 —

 

$

248

 

 

 

 

See accompanying notes to the condensed consolidated financial statements

 

7


 

Table of Contents

CHASE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

In thousands, except share and per share amounts

 

Note 1 - Basis of Presentation

 

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial reporting and instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Therefore, they do not include all information and footnote disclosure necessary for a complete presentation of Chase Corporation’s financial position, results of operations and cash flows, in conformity with generally accepted accounting principles.  Chase Corporation (the “Company,” “Chase,” “we,” or “us”) filed audited consolidated financial statements, which included all information and notes necessary for such complete presentation for the three years ended August 31, 2015, in conjunction with its 2015 Annual Report on Form 10-K. Certain immaterial reclassifications have been made to the prior year amounts to conform to the current year’s presentation.

 

The results of operations for the interim period ended May 31, 2016 are not necessarily indicative of the results to be expected for any future period or the entire fiscal year.  These interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended August 31, 2015, which are contained in the Company’s 2015 Annual Report on Form 10-K.

 

The accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting of normal recurring items) which are, in the opinion of management, necessary for a fair statement of the Company’s financial position as of May 31, 2016, the results of its operations, comprehensive income and cash flows for the interim periods ended May 31, 2016, and changes in equity for the interim period ended May 31, 2016.

 

The financial statements include the accounts of the Company and its wholly-owned subsidiaries.  All intercompany transactions and balances have been eliminated in consolidation.  The Company uses the US dollar as the reporting currency for financial reporting.  The financial position and results of operations of the Company’s UK-based operations are measured using the UK pound sterling as the functional currency. The financial position and results of operations of the Company’s operations based in France are measured using the euro as the functional currency.  The functional currency for all of our other operations is the US dollar. Foreign currency translation gains and losses are determined using current exchange rates for monetary items and historical exchange rates for other balance sheet items, and are recorded as a change in other comprehensive income.  Transaction gains and losses generated from the remeasurement of assets and liabilities denominated in currencies other than the functional currency of our foreign operations are included in other income / (expense) on the condensed consolidated statements of operations.

 

On January 30, 2015, the Company acquired two product lines from Henkel Corporation (the “Seller”) for a purchase price of $33,285, excluding any acquisition-related costs.  As part of this transaction, Chase acquired the Seller’s microspheres product line, sold under the Dualite® brand, located in Greenville, SC, and obtained exclusive distribution rights and intellectual property related to the Seller’s polyurethane dispersions product line, operating in the Elgin, IL location. We refer to these collectively as our specialty chemical intermediates product line. Under the agreement, Chase entered into a ten-year facility operating lease at the Seller’s Greenville, SC location.  The Seller will perform certain manufacturing and application services for Chase at the Seller’s Elgin, IL location for three years following the acquisition. The purchase was funded entirely with available cash on hand. Since the effective date for this acquisition, the financial results of the specialty chemical intermediates product line have been included in the Company's financial statements within the Company’s Industrial Materials operating segment. Purchase accounting was completed in the quarter ended May 31, 2015 (third quarter of fiscal 2015) with no material adjustments made to the initial amounts recorded at the end of the second quarter of fiscal 2015. See Note 14 to the Condensed Consolidated Financial Statements for additional information on the acquisition of the specialty chemical intermediates product line.

 

On October 31, 2014, the Company purchased the 50% non-controlling membership interest of NEPTCO JV LLC (the "JV") owned by its now-former joint venture partner, an otherwise unrelated party. Because of the Company's controlling financial interest, the JV's assets, liabilities and results of operations have been consolidated within the

8


 

Table of Contents

CHASE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

In thousands, except share and per share amounts

 

Company's consolidated financial statements since June 27, 2012, the date the Company acquired NEPTCO. The Company continues to fully consolidate the assets, liabilities and results of operations of the JV, but no longer records an offsetting amount for a non-controlling interest subsequent to October 31, 2014. The $95 recorded in the condensed consolidated statement of operations as net income attributable to non-controlling interest for the nine month period ended May 31, 2015, represents the now-former joint venture partner’s share of the results of operations of the JV for the period from September 1, 2014 through October 31, 2014.

 

Note 2 — Recent Accounting Standards

 

Recently Issued Accounting Pronouncements

 

In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers,” which will replace most of the existing revenue recognition guidance under US Generally Accepted Accounting Principles (“GAAP”). The core principle of the ASU is that an entity should recognize revenue for the transfer of goods or services equal to the amount that it expects to be entitled to receive for those goods or services. The ASU requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments. In March and April 2016, the FASB issued ASU 2016-08 “Principal versus Agent Considerations (Reporting Revenue Gross versus Net)” and ASU 2016-10 “Identifying Performance Obligations and Licensing,” both of which provide further clarification to be considered when implementing ASU 2014-09. The ASU will be effective for the Company beginning September 1, 2018 (fiscal 2019), including interim periods in its fiscal year 2019, and allows for either retrospective or modified retrospective methods of adoption. The Company is in the process of determining the method of adoption and assessing the impact of this ASU on the Company’s consolidated financial position, results of operations and cash flows.

 

In April 2015, the FASB issued ASU 2015-03, "Simplifying the Presentation of Debt Issuance Costs," which requires that debt issue costs related to a recognized debt liability be presented on the balance sheet as a direct deduction from the amount of the debt liability, consistent with debt discounts and premiums. Amortization of such costs is still reported as interest expense. ASU 2015-03 is effective for fiscal years, and interim periods therein, beginning after December 15, 2015 (fiscal year 2017 for the Company), but early adoption is allowed. In August 2015, the FASB issued ASU 2015-15, "Presentation and Subsequent Measurement of Debt Issue Costs Associated with Line-of-Credit Arrangements." ASU 2015-15 supplements the requirements of ASU 2015-03 by allowing an entity to defer and present debt issue costs related to a line of credit arrangement as an asset and subsequently amortize the deferred costs ratably over the term of the line of credit arrangement. The Company is currently evaluating the impact of the adoption of this accounting standard update on our consolidated financial position, results of operations and cash flows.

 

In July 2015, the FASB issued ASU No. 2015-11, “Inventory (Topic 330): Simplifying the Measurement of Inventory.” Under this accounting guidance, inventory will be measured at the lower of cost and net realizable value, and other options that currently exist for market value will be eliminated. ASU No. 2015-11 defines net realizable value as the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. No other changes were made to the current guidance on inventory measurement. This accounting guidance is effective for us in the first quarter of fiscal 2018. Early adoption is permitted. We are currently evaluating the impact of the adoption of this accounting standard update on our consolidated financial position, results of operations and cash flows.

 

In November 2015, the FASB issued ASU No. 2015-17, “Income Taxes – Balance Sheet Classification of Deferred Taxes.” The purpose of the standard is to simplify the presentation of deferred taxes on a classified balance sheet.  Under current GAAP, deferred income tax assets and liabilities are separated into current and noncurrent amounts in the balance sheet.  The amendments in ASU 2015-17 require that all deferred tax assets and liabilities be classified as noncurrent in the balance sheet.  The ASU will be effective for the Company beginning September 1, 2017 (fiscal 2018),

9


 

Table of Contents

CHASE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

In thousands, except share and per share amounts

 

including interim periods in its fiscal year 2018, but with early adoption permitted.  The Company does not expect the adoption of ASU 2015-17 to have a material impact on its financial statements or presentation.

 

In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842).” Under the new guidance, lessees will be required to recognize the following for all leases (with the exception of short-term leases) at the commencement date: (a) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (b) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term.  Changes were made to align lessor accounting with the lessee accounting model and ASU No. 2014-09, “Revenue from Contracts with Customers.”  The new lease guidance simplifies the accounting for sale and leaseback transactions primarily because lessees must recognize lease assets and lease liabilities. The ASU will be effective for the Company beginning September 1, 2019 (fiscal 2020). Early application is permitted for all public business entities upon issuance. Lessees must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative period presented. Lessees may not apply a full retrospective transition approach. We are currently evaluating the impact of the application of this accounting standard update on our consolidated financial position, results of operations and cash flows.

 

In March 2016, the FASB issued ASU No. 2016-09, “Compensation - Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting.” This ASU provides simplification in the accounting for share-based payment transactions including the accounting for income taxes, forfeitures, statutory tax withholding requirements and classification in the statement of cash flows. The effective date for adoption of this guidance would be our fiscal year beginning September 1, 2017 (fiscal 2018), but with early adoption allowed. We are currently evaluating the effect that this guidance will have on our consolidated financial statements.

 

Note 3 — Inventories

 

Inventories consist of the following as of May 31, 2016 and August 31, 2015:

 

 

 

 

 

 

 

 

 

 

 

    

May 31, 2016

    

August 31, 2015

 

    

Raw materials

 

$

13,074

 

$

12,937

 

 

Work in process

 

 

6,249

 

 

6,539

 

 

Finished goods

 

 

7,282

 

 

10,000

 

 

Total Inventories

 

$

26,605

 

$

29,476

 

 

 

10


 

Table of Contents

CHASE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

In thousands, except share and per share amounts

 

 

Note 4 — Net Income Per Share

 

The Company has unvested share-based payment awards with a right to receive non-forfeitable dividends which are considered participating securities under ASC Topic 260, “Earnings Per Share.”  The Company allocates earnings to participating securities and computes earnings per share using the two class method.  The determination of earnings per share under the two class method is as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended May 31, 

 

 

Nine Months Ended May 31, 

 

 

    

2016

    

2015

    

 

2016

    

2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic Earnings per Share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to Chase Corporation

 

$

7,531

 

$

7,166

 

 

$

21,952

 

$

18,137

 

Less: Allocated to participating securities

 

 

69

 

 

60

 

 

 

197

 

 

141

 

Net income available to common shareholders

 

$

7,462

 

$

7,106

 

 

$

21,755

 

$

17,996

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic weighted average shares outstanding

 

 

9,173,252

 

 

9,093,602

 

 

 

9,156,805

 

 

9,076,386

 

Net income per share - Basic

 

$

0.81

 

$

0.78

 

 

$

2.38

 

$

1.98

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted Earnings per Share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to Chase Corporation

 

$

7,531

 

$

7,166

 

 

$

21,952

 

$

18,137

 

Less: Allocated to participating securities

 

 

69

 

 

59

 

 

 

197

 

 

139

 

Net income available to common shareholders

 

$

7,462

 

$

7,107

 

 

$

21,755

 

$

17,998

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic weighted average shares outstanding

 

 

9,173,252

 

 

9,093,602

 

 

 

9,156,805

 

 

9,076,386

 

Additional dilutive common stock equivalents

 

 

138,546

 

 

152,351

 

 

 

131,004

 

 

140,345

 

Diluted weighted average shares outstanding

 

 

9,311,798

 

 

9,245,953

 

 

 

9,287,809

 

 

9,216,731

 

Net income per share - Diluted

 

$

0.80

 

$

0.77

 

 

$

2.34

 

$

1.95

 

 

For the three and nine months ended May 31, 2016, stock options to purchase 0 and 18,860 shares of common stock were outstanding but were not included in the calculation of diluted income per share because their inclusion would be anti-dilutive.  For the three and nine months ended May 31, 2015, stock options to purchase 15,169 and 22,750 shares of common stock were outstanding but were not included in the calculation of diluted income per share because their inclusion would be anti-dilutive.  Included in the calculation of dilutive common stock equivalents are the unvested portion of restricted stock and stock options.

 

11


 

Table of Contents

CHASE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

In thousands, except share and per share amounts

 

Note 5 — Stock-Based Compensation

 

In August 2014, the Board of Directors of the Company approved the fiscal year 2015 Long Term Incentive Plan (“2015 LTIP”) for the executive officers and other members of management.  The 2015 LTIP is an equity-based plan with a grant date of September 1, 2014 and contains a performance and service-based restricted stock grant of 6,993 shares in the aggregate, subject to adjustment, with a vesting date of August 31, 2017.  Based on the fiscal year 2015 financial results, 5,685 additional shares of restricted stock (total of 12,678 shares) were earned and granted subsequent to the end of fiscal year 2015 in accordance with the performance measurement criteria.  No further performance-based measurements apply to this award.  Compensation expense is being recognized on a ratable basis over the vesting period.

 

In August 2015, the Board of Directors of the Company approved the fiscal year 2016 Long Term Incentive Plan (“2016 LTIP”) for the executive officers and other members of management.  The 2016 LTIP is an equity-based plan with a grant date of September 1, 2015 and contains the following equity components:

 

Restricted Shares — (a) a performance and service-based restricted stock grant of 6,962 shares in the aggregate, subject to adjustment based on fiscal 2016 results, with a vesting date of August 31, 2018.  Compensation expense is recognized on a ratable basis over the vesting period based on quarterly probability assessments; (b) a time-based restricted stock grant of 7,683 shares in the aggregate, with a vesting date of August 31, 2018. Compensation expense is recognized on a ratable basis over the vesting period.

 

Stock options — options to purchase 21,275 shares of common stock in the aggregate with an exercise price of $39.50 per share.  The options will vest in three equal annual installments beginning on August 31, 2016 and ending on August 31, 2018. The options granted will expire on September 1, 2025. Compensation expense is recognized over the period of the award consistent with the vesting terms.

 

During the first quarter of fiscal 2016, an additional grant of 5,000 restricted shares was issued to a non-executive member of management with a vesting date of October 20, 2020. Compensation expense is recognized on a ratable basis over the vesting period.

 

In February 2016, as part of their standard compensation for board service, non-employee members of the Board of Directors received a total grant of 4,554 shares of restricted stock ($219 grant date value) for service for the period from January 31, 2016 through January 31, 2017.  The shares of restricted stock will vest at the conclusion of this service period.  Compensation expense is recognized on a ratable basis over the twelve month vesting period.

 

Note 6 — Segment Data & Foreign Operations

 

The Company is organized into two operating segments, an Industrial Materials segment and a Construction Materials segment.  The segments are distinguished by the nature of the products and how they are delivered to their respective markets.

 

The Industrial Materials segment includes specified products that are used in, or integrated into, another company’s product, with demand typically dependent upon general economic conditions. Industrial Materials products include insulating and conducting materials for wire and cable manufacturers, moisture protective coatings for electronics, laminated durable papers, laminates for the packaging and industrial laminate markets, pulling and detection tapes used in the installation, measurement and location of fiber optic cables and water and natural gas lines, cover tapes essential to delivering semiconductor components via tape and reel packaging, and composite materials and elements.  This segment also includes glass-based strength element products designed to allow fiber optic cables to withstand mechanical and environmental strain and stress and which we operated as a joint venture prior to October 31, 2014. Further, beginning January 30, 2015, the Industrial Materials segment includes microspheres, sold under the Dualite brand, and

12


 

Table of Contents

CHASE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

In thousands, except share and per share amounts

 

polyurethane dispersions, both obtained through acquisition, and included in the Company’s specialty chemical intermediates product line.

 

The Construction Materials segment is composed of typically project-oriented product offerings that are primarily sold and used as “Chase” branded products. Construction Materials products include protective coatings for pipeline applications, coating and lining systems for use in liquid storage and containment applications, adhesives and sealants used in architectural and building envelope waterproofing applications, high-performance polymeric asphalt additives, and expansion and control joint systems for use in the transportation and architectural markets. The following tables summarize information about the Company’s reportable segments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended May 31, 

 

 

Nine Months Ended May 31, 

 

 

 

    

2016

    

 

2015

 

 

2016

 

    

2015

    

 

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Industrial Materials

 

$

47,185

 

 

$

47,288

 

 

$

134,253

 

 

$

130,013

 

 

Construction Materials

 

 

17,051

 

 

 

17,610

 

 

 

42,385

 

 

 

43,122

 

 

Total

 

$

64,236

 

 

$