CHASE CORP - Quarter Report: 2012 November (Form 10-Q)

Table of Contents

 

 

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 November 30, 2012

 

Commission File Number: 1-9852

 

CHASE CORPORATION

(Exact name of registrant as specified in its charter)

 

 

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 x  NO o

 

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 x  NO o

 

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.

 

 

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

 

The number of shares of Common Stock outstanding as of December 31, 2012 was 9,065,853.

 

 

Table of Contents

 

CHASE CORPORATION

INDEX TO FORM 10-Q

 

For the Quarter Ended November 30, 2012

 

Part I - FINANCIAL INFORMATION
Item 1 — Unaudited Financial Statements
Consolidated Balance Sheets as of November 30, 2012 and August 31, 2012		3
Consolidated Statements of Operations for the three months ended November 30, 2012 and 2011		4
Consolidated Statements of Comprehensive Income for the three months ended November 30, 2012 and 2011		5
Consolidated Statement of Equity for the three months ended November 30, 2012		6
Consolidated Statements of Cash Flows for the three months ended November 30, 2012 and 2011		7
Notes to Consolidated Financial Statements		8
Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations		17
Item 3 — Quantitative and Qualitative Disclosures About Market Risk		24
Item 4 — Controls and Procedures		24
Part II — OTHER INFORMATION
Item 1 — Legal Proceedings		26
Item 1A — Risk Factors		26
Item 6 — Exhibits		26
SIGNATURES		27

 

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Part 1 — FINANCIAL INFORMATION

 

Item 1 — Unaudited Financial Statements

 

CHASE CORPORATION

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

 

In thousands, except share and per share amounts

 

		November 30,			August 31,
		2012			2012
ASSETS
Current Assets:
Cash & cash equivalents		$	15,373		$	15,180
Accounts receivable, less allowance for doubtful accounts of $668 and $817		30,974			31,621
Inventories		36,628			32,323
Prepaid expenses and other current assets		2,451			1,810
Deferred income taxes		2,821			2,855
Total current assets		88,247			83,789
Property, plant and equipment, net		48,522			49,279
Other Assets:
Goodwill		38,806			38,793
Intangible assets, less accumulated amortization of $14,162 and $12,847		35,350			36,363
Cash surrender value of life insurance		7,084			7,145
Restricted investments		921			874
Other assets		232			244
		$	219,162		$	216,487
LIABILITIES AND EQUITY
Current Liabilities:
Accounts payable		$	15,333		$	11,559
Accrued payroll and other compensation		2,460			5,219
Accrued expenses		5,312			6,005
Accrued income taxes		1,460			1,892
Dividends payable		3,626			—
Current portion of long-term debt		5,600			5,600
Total current liabilities		33,791			30,275
Long-term debt, less current portion		63,000			64,400
Deferred compensation		1,810			1,775
Accumulated pension obligation		7,507			7,702
Other liabilities		80			92
Deferred income taxes		12,597			12,598
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; 9,065,677 shares at November 30, 2012 and 9,001,582 shares at August 31, 2012 issued and outstanding		907			900
Additional paid-in capital		12,521			12,109
Accumulated other comprehensive loss		(4,568		)	(5,030		)
Retained earnings		90,060			90,146
Chase Corporation stockholders’ equity		98,920			98,125
Non-controlling interest related to NEPTCO joint venture		1,457			1,520
Total equity		100,377			99,645
Total liabilities and equity		$	219,162		$	216,487

 

See accompanying notes to the consolidated financial statements

 

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CHASE CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

 

In thousands, except share and per share amounts

 

		Three Months Ended November 30,
		2012			2011
Revenues
Sales		$	52,976		$	31,654
Royalties and commissions		424			476
		53,400			32,130
Costs and Expenses
Cost of products and services sold		37,271			21,999
Selling, general and administrative expenses		10,539			6,992
Operating income		5,590			3,139
Interest expense		(362		)	(36		)
Other income		69			477
Income before income taxes		5,297			3,580
Income taxes		1,820			1,253
Net income		$	3,477		$	2,327
Add: net loss attributable to non-controlling interest, net of tax of $34		63			—
Net income attributable to Chase Corporation		$	3,540		$	2,327
Net income available to common shareholders, per common and common equivalent share
Basic		$	0.39		$	0.26
Diluted		$	0.39		$	0.26
Weighted average shares outstanding
Basic		8,851,314			8,754,020
Diluted		8,927,970			8,761,058
Annual cash dividends declared per share		$	0.40		$	0.35

 

See accompanying notes to the consolidated financial statements

 

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CHASE CORPORATION

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(UNAUDITED)

 

Dollars in thousands

 

		Three Months Ended November 30,
		2012			2011
Net income		$	3,477		$	2,327
Other comprehensive income:
Net unrealized loss on restricted investments, net of tax		—			(2		)
Change in funded status of pension plans, net of tax		58			57
Foreign currency translation adjustment		404			(1,337		)
Total other comprehensive income (loss)		462			(1,282		)
Comprehensive income		3,939			1,045
Comprehensive loss attributable to non-controlling interest, net of tax		63			—
Comprehensive income attributable to Chase Corporation		$	4,002		$	1,045

 

See accompanying notes to the consolidated financial statements

 

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CHASE CORPORATION

CONSOLIDATED STATEMENT OF EQUITY

THREE MONTHS ENDED NOVEMBER 30, 2012

(UNAUDITED)

 

In thousands, except share and per share amounts

 

							Additional			Accumulated Other						Chase
		Common Stock					Paid-In			Comprehensive			Retained			Stockholders’			Non-conrolling			Total
		Shares		Amount			Capital			Income (loss)			Earnings			Equity			Interest			Equity
Balance at August 31, 2012		9,001,582		$	900		$	12,109		$	(5,030	)	$	90,146		$	98,125		$	1,520		$	99,645
Restricted stock grants, net of forfeitures		64,095		7			(7		)							—						—
Amortization of restricted stock grants							309									309						309
Amortization of stock option grants							110									110						110
Cash dividend accrued, $0.40 per share													(3,626		)	(3,626		)				(3,626		)
Change in funded status of pension plan, net of tax of $32										58						58						58
Foreign currency translation adjustment										404						404						404
Net income (loss)													3,540			3,540			(63		)	3,477
Balance at November 30, 2012		9,065,677		$	907		$	12,521		$	(4,568	)	$	90,060		$	98,920		$	1,457		$	100,377

 

See accompanying notes to the consolidated financial statements

 

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CHASE CORPORATION

CONSOLIDATED STATEMENT OF CASH FLOWS

(UNAUDITED)

 

Dollars in thousands

 

		Three Months Ended November 30,
		2012			2011
CASH FLOWS FROM OPERATING ACTIVITIES
Net income		$	3,477		$	2,327
Adjustments to reconcile net income to net cash provided by operating activities
Gain on sale of assets		(4		)	—
Depreciation		1,508			676
Amortization		1,217			571
Cost of sale of inventory step-up		564			—
Provision for allowance for doubtful accounts		(130		)	(2		)
Stock based compensation		419			498
Realized gain on restricted investments		(25		)	(3		)
Decrease (increase) in cash surrender value life insurance		82			(15		)
Pension curtailment and settlement loss		(352		)	—
Increase (decrease) from changes in assets and liabilities
Accounts receivable		839			769
Inventories		(4,818		)	(965		)
Prepaid expenses & other assets		(623		)	(837		)
Accounts payable		3,753			1,380
Accrued compensation and other expenses		(3,427		)	(2,682		)
Accrued income taxes		(399		)	(472		)
Deferred compensation		35			6
Net cash provided by operating activities		2,116			1,251
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property, plant and equipment		(544		)	(1,200		)
Cost to acquire intangible assets		(101		)	—
Contingent purchase price paid for acquisition		84			(87		)
Net proceeds from sale of fixed assets		11			3
Net contributions from restricted investments		(22		)	(19		)
Payments for cash surrender value life insurance		(24		)	(46		)
Net cash used in investing activities		(596		)	(1,349		)
CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings on long-term debt		—			4,315
Payments of principal on debt		(1,400		)	(6,165		)
Net cash used in financing activities		(1,400		)	(1,850		)
INCREASE (DECREASE) IN CASH & CASH EQUIVALENTS		120			(1,948		)
Effect of foreign exchange rates on cash		73			(261		)
CASH & CASH EQUIVALENTS, BEGINNING OF PERIOD		15,180			14,982
CASH & CASH EQUIVALENTS, END OF PERIOD		$	15,373		$	12,773
Non-cash Investing and Financing Activities
Property, plant & equipment additions included in accounts payable		$	157		$	369
Annual cash dividend declared		$	3,626		$	3,165
Gain on sale leaseback transaction		—			$	425

 

See accompanying notes to the consolidated financial statements

 

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CHASE CORPORATION

NOTES TO 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 presentation for the three years ended August 31, 2012 in conjunction with its 2012 Annual Report on Form 10-K.

 

The results of operations for the interim period ended November 30, 2012 are not necessarily indicative of the results to be expected for any future period or the entire fiscal year.  These interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended August 31, 2012, which are contained in the Company’s 2012 Annual Report on Form 10-K.

 

The accompanying unaudited 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 November 30, 2012, the results of operations, comprehensive income and cash flows for the interim periods ended November 30, 2012 and 2011, and changes in stockholders’ equity for the interim period ended November 30, 2012.

 

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 and the financial position and results of operations of the Company’s operations based in France are measured using the euro as the functional currency.  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.  Translation 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 (expense) / income on the consolidated statements of operations.

 

The Company has evaluated events and transactions subsequent to the balance sheet date.  Based on this evaluation, and other than the pension settlement loss as detailed in Note 11, the Company is not aware of any events or transactions that occurred subsequent to the balance sheet date but prior to filing that would require recognition or disclosure in its consolidated financial statements.

 

Note 2 — Recent Accounting Policies

 

Recently Issued Accounting Pronouncements

 

In July 2012, the Financial Accounting Standards Board (“FASB”) issued ASU 2012-02, “Testing Indefinite-Lived Intangible Assets for Impairment.” This ASU amends ASC 350, “Intangibles — Goodwill and Other” to allow entities an option to first assess qualitative factors to determine whether it

 

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CHASE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

In thousands, except share and per share amounts

 

is necessary to perform the quantitative impairment test. Under that option, an entity no longer would be required to calculate the fair value of the intangible asset unless the entity determines, based on that qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. The amendments in this ASU are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012, with early adoption permitted. The adoption of ASU 2012-02 will not have an impact on the Company’s consolidated financial position, results of operations or cash flows.

 

Note 3 — Inventories

 

Inventories consist of the following as of November 30, 2012 and August 31, 2012:

 

		November 30, 2012			August 31, 2012
Raw materials		$	14,853		$	12,388
Work in process		8,557			7,384
Finished goods		13,218			12,551
Total Inventories		$	36,628		$	32,323

 

Note 4 — Net Income Per Share

 

The Company has unvested share-based payment awards with a right to receive nonforfeitable 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 November 30,
		2012			2011
Basic Earnings per Share
Net income attributable to Chase Corporation		$	3,540		$	2,327
Less: Allocated to participating securities		77			74
Net income available to common shareholders		$	3,463		$	2,253
Basic weighted average shares outstanding		8,851,314			8,754,020
Net income per share - Basic		$	0.39		$	0.26
Diluted Earnings per Share
Net income attributable to Chase Corporation		$	3,540		$	2,327
Less: Allocated to participating securities		76			74
Net income available to common shareholders		$	3,464		$	2,253
Basic weighted average shares outstanding		8,851,314			8,754,020
Additional dilutive common stock equivalents		76,656			7,038
Diluted weighted average shares outstanding		8,927,970			8,761,058
Net income per share - Diluted		$	0.39		$	0.26

 

For the three months ended November 30, 2012 and 2011, stock options to purchase 0 and 408,002 shares of common stock, respectively, were outstanding, but were not included in the calculation of diluted net income per share because the options’ exercise prices were greater than the average market price of the

 

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CHASE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

In thousands, except share and per share amounts

 

common stock and thus would be anti-dilutive.  Included in the calculation of dilutive common stock equivalents are the unvested portion of restricted stock, restricted stock units and stock options.

 

Note 5 — Stock Based Compensation

 

In August 2011, the Board of Directors of the Company approved the fiscal year 2012 Long Term Incentive Plan (“2012 LTIP”) for the executive officers.  The fiscal 2012 LTIP is an equity based plan with a grant date of September 1, 2011 and contains a performance and service based restricted stock grant of 33,798 shares in the aggregate, subject to adjustment, with a vesting date of August 31, 2014.  Based on the fiscal year 2012 financial results, 33,798 additional shares of restricted stock (total of 67,596 shares) were earned and granted subsequent to the end of fiscal year 2012 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 October 2012, the Board of Directors of the Company approved the fiscal year 2013 Long Term Incentive Plan (“2013 LTIP”) for the executive officers and other members of management.  The 2013 LTIP is an equity based plan with a grant date of October 22, 2012 and contains the following equity components:

 

Restricted Shares — (a) performance and service based restricted stock grant of 11,861 shares in the aggregate, subject to adjustment, with a vesting date of August 31, 2015.  Compensation expense is being recognized on a ratable basis over the vesting period based on quarterly probability assessments; (b) time-based restricted stock grant of 16,505 and 1,931 shares in the aggregate, with vesting dates of August 31, 2015 and August 31, 2013, respectively.  Compensation expense is being recognized on a ratable basis over the vesting period.

 

Stock options — options to purchase 43,964 shares of common stock in the aggregate with an exercise price of $16.00 per share.  The options will vest in three equal annual allotments beginning on August 31, 2013 and ending on August 31, 2015. The options will expire on October 22, 2022.  Compensation expense is being recognized over the period of the award on an annual basis consistent with the vesting terms.

 

Note 6 — Segment Data and Foreign Operations

 

The Company is organized into two operating segments, an Industrial Materials segment and a Construction Materials segment.  The basis for this segmentation is distinguished by the nature of the products and how they are delivered to their respective markets.  The Industrial Materials segment reflects specified products that are used in or integrated into another company’s product with demand dependent upon general economic conditions.  Industrial Materials products include insulating and conducting materials for wire and cable manufacturers, moisture protective coatings for electronics and printing services, laminated durable papers, and flexible composites and laminates for the aerospace, packaging and industrial laminate markets.  Effective with its acquisition in fiscal 2012, the full listing of NEPTCO products is included in the Industrial Materials segment.  The Construction Materials segment reflects construction 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, high performance polymeric asphalt additives, and expansion and control joint systems for use in the transportation and architectural markets.

 

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CHASE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

In thousands, except share and per share amounts

 

The following tables summarize information about the Company’s reportable segments:

 

		Three Months Ended November 30,
		2012			2011
Revenues from external customers
Industrial Materials		$	39,850		$	19,486
Construction Materials		13,550			12,644
Total		$	53,400		$	32,130
Income before income taxes
Industrial Materials		$	5,530	(a)	$	3,754	(c)
Construction Materials		1,430		(b)	525
Total for reportable segments		6,960			4,279
Corporate and Common Costs		(1,663		)	(699		)(d)
Total		$	5,297		$	3,580

 

(a)         Includes $564 of costs of products sold related to inventory step up in fair value as part of the NEPTCO acquisition, $267 of pension related settlement costs due to the timing of lump sum distributions, and $150 of Randolph, MA plant closing expenses

(b)         Includes $85 of pension related settlement costs due to the timing of lump sum distributions

(c)          Includes $333 of Webster, MA and Randolph, MA plant closing expenses

(d)         Includes gain of $425 related to Evanston, IL sale leaseback transaction

 

The Company’s products are sold world-wide.  For the three months ended November 30, 2012 and 2011, sales from its operations located in the United Kingdom accounted for 8% and 16%, respectively, of total Company revenues. No other foreign geographic area accounted for more than 10% of consolidated revenues for the three months ended November 30, 2012 and 2011.

 

		November 30, 2012			August 31, 2012
Total assets
Industrial Materials		$	138,410		$	135,322
Construction Materials		52,554			53,509
Total for reportable segments		190,964			188,831
Corporate and Common Assets		28,198			27,656
Total		$	219,162		$	216,487

 

As of November 30, 2012 and August 31, 2012, the Company had long-lived assets (defined as tangible assets providing the Company with a future economic benefit beyond the current year or operating period, including buildings, equipment and leasehold improvements) of $4,515 and $4,488, respectively, located in the United Kingdom.  These balances exclude goodwill and intangibles of $11,520 and $11,652, as of November 30, 2012 and August 31, 2012, respectively.

 

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CHASE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

In thousands, except share and per share amounts

 

Note 7 — Goodwill and Other Intangibles

 

The changes in the carrying value of goodwill, by reportable segment, are as follows:

 

		Construction Materials			Industrial Materials			Consolidated
Balance at August 31, 2012		$	10,740		$	28,053		$	38,793
Acquisition of NEPTCO, Inc. - working capital settlement		—			(84		)	(84		)
Foreign currency translation adjustment		3			94			97
Balance at November 30, 2012		$	10,743		$	28,063		$	38,806

 

The Company’s goodwill is allocated by reporting unit driven by the respective business combinations that originally created the goodwill.  The Company has identified separate reporting units within each of its two reportable segments based on components that have similar economic characteristics.  These reporting units are used to evaluate the possible impairment of goodwill.  Goodwill impairment exists when the carrying amount of goodwill exceeds its implied fair value.  The Company evaluates the possible impairment of goodwill annually each fourth quarter and whenever events or circumstances indicate the carrying value of goodwill may not be recoverable.

 

Intangible assets subject to amortization consist of the following as of November 30, 2012 and August 31, 2012:

 

		Weighted-Average		Gross Carrying			Accumulated			Net Carrying
		Amortization Period		Value			Amortization			Value
November 30, 2012
Patents and agreements		12.1 years		$	2,954		$	2,186		$	768
Formulas		9.1 years		5,808			1,846			3,962
Trade names		5.7 years		6,373			1,290			5,083
Customer lists and relationships		10.2 years		34,377			8,840			25,537
				$	49,512		$	14,162		$	35,350
August 31, 2012
Patents and agreements		12.1 years		$	2,849		$	2,177		$	672
Formulas		9.1 years		5,791			1,683			4,108
Trade names		5.7 years		6,360			1,022			5,338
Customer lists and relationships		10.2 years		34,210			7,965			26,245
				$	49,210		$	12,847		$	36,363

 

Aggregate amortization expense related to intangible assets for the three months ended November 30, 2012 and 2011 was $1,217 and $571, respectively.  Estimated amortization expense for the remainder of fiscal year 2013 and for each of the five succeeding fiscal years is as follows:

 

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CHASE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

In thousands, except share and per share amounts

 

Years ending August 31,
2013 (remaining 9 months)		$	3,722
2014		4,920
2015		4,722
2016		4,660
2017		4,223
2018		3,992
		$	26,239

 

Note 8 — Acquisition of NEPTCO Incorporated

 

On June 27, 2012, Chase acquired 100% of the capital stock of NEPTCO Incorporated (“NEPTCO”), a private company based in Pawtucket, RI, whose core products are sold primarily into the broadband communications and electronics packaging industries.  NEPTCO operates three manufacturing facilities in the United States and one in China, as well as utilizing distribution facilities in Rotterdam, Netherlands and Mississauga, Ontario to assist in supply chain management.  As part of this transaction, the Company also acquired NEPTCO’s 50% ownership stake in a joint venture.

 

Supplemental Pro Forma Data (unaudited)

 

The following table presents the pro forma results of the Company for the three month period ended November 30, 2011, as though the NEPTCO acquisition occurred on September 1, 2011.  The actual revenues and expenses for this NEPTCO acquisition have been included in the consolidated statements of operations since June 27, 2012, the acquisition date, and have been included for the entire three month period ended November 30, 2012.  The pro forma results include adjustments for the estimated amortization of intangibles, estimated interest expense in connection with debt financing of the acquisition, and the income tax impact of the pro forma adjustments at the statutory rate of 38%. The following pro forma information is not necessarily indicative of the results of operations that would have been achieved if the acquisition had been effective on September 1, 2011.

 

		Three Months Ended
		November 30, 2011
Revenues		$	56,261
Net income attributable to Chase Corporation		$	2,540
Net income available to common shareholders, per common and common equivalent share
Basic earnings per share		$	0.28
Diluted earnings per share		$	0.28

 

Note 9 — Joint Venture

 

As part of the Company’s purchase of NEPTCO, it also acquired NEPTCO’s 50% ownership interest in its financially-controlled joint venture, NEPTCO JV LLC (“JV”). The JV was originally formed in 2003 by NEPTCO and a joint venture partner, an otherwise unrelated party (collectively, the “Members”), whereby each member’s fiber optic strength elements businesses were combined. This venture, which is 50% owned by each member, is managed and operated on a day-to-day basis by NEPTCO. The joint venture operates out of the Company’s Granite Falls, NC facility.

 

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CHASE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

In thousands, except share and per share amounts

 

The Company accounts for the joint venture partner’s non-controlling interest in the JV under ASC Topic 810 “Consolidations” (“ASC 810”).  Based on the criteria in ASC 810, the Company determined that the JV qualifies as a Variable Interest Entity (“VIE”).  Because of the Company’s controlling financial interest, the JV’s assets and liabilities and results of operations have been fully consolidated within the Company’s consolidated balance sheets and consolidated statements of operations since June 27, 2012, the NEPTCO acquisition date.  An offsetting amount equal to 50% of net assets and net loss of the JV has been recorded within the Company’s consolidated financial statements to the non-controlling interest, representing the joint venture partner’s 50% ownership interest and pro rata share in the net loss of the JV.

 

At November 30, 2012 and August 31, 2012, the following amounts were consolidated in the Company’s balance sheets related to the JV:

 

		November 30,			August 31,
		2012			2012
Assets
Cash		$	873		$	1,008
Accounts receivable, net		1,445			1,540
Inventories, net		1,826			2,394
Prepaid expenses and other assets		252			219
Property, plant and equipment, net		641			630
Intangible assets, net		662			655
Total assets		$	5,699		$	6,446
Liabilities and net assets
Accounts payable and accrued expenses		$	863		$	1,650
Due to Members		1,921			1,757
Total liabilities		$	2,784		$	3,407
Net assets		$	2,915		$	3,039
Non-controlling interest		$	1,457		$	1,520

 

Effective on the date of the JV’s inception, and for four years following the date on which the Members no longer own any membership interest in the JV, non-compete agreements exist between the Members. Each Member retains the right to tender an offer to buy the other Member’s share. Once an offer is tendered, the tendered Member has the option to either sell, or match the initial offer to purchase the tendering Member’s share.

 

Per the JV agreement, the JV is barred from issuing third party debt, other than customary accounts payable, resulting from its normal trade operations. The liabilities of the JV are not guaranteed by any portion of NEPTCO or the Company.

 

The JV agrees to purchase a minimum of 80% of its total glass fiber requirements from the other joint venture partner. Additionally, the JV agrees to purchase private-label products exclusively from an affiliate of the other joint venture partner; however, the JV is not subject to a minimum purchase requirement on private-label products. Purchases from the joint venture partner totaled $463 for the three month period ended November 30, 2012. The JV had amounts due to the other joint venture partner of $232 and $618 at November 30, 2012 and August 31, 2012, respectively.

 

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CHASE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

In thousands, except share and per share amounts

 

Note 10 — Commitments and Contingencies

 

The Company is one of over 100 defendants in a lawsuit pending in Ohio which alleges personal injury from exposure to asbestos contained in certain Chase products.  The case is captioned Marie Lou Scott, Executrix of the Estate of James T. Scott v. A-Best Products, et al., No. 312901 in the Court of Common Pleas for Cuyahoga County, Ohio.  The plaintiff in the case issued discovery requests to Chase in August 2005, to which Chase timely responded in September 2005.  The trial had initially been scheduled to begin on April 30, 2007.  However, that date had been postponed and no new trial date has been set.  As of November 30, 2012, there have been no new developments as this Ohio lawsuit has been inactive with respect to Chase.

 

The Company was named as one of the defendants in a complaint filed on June 25, 2009, in a lawsuit captioned Lois Jansen, Individually and as Special Administrator of the Estate of Thomas Jansen v. Beazer East, Inc., et al., No: 09-CV-6248 in the Milwaukee County (Wisconsin) Circuit Court.  The plaintiff sued a number of alleged manufacturers or distributors of asbestos-containing products, including Royston Laboratories (formerly an independent company and now owned by Chase Corporation), alleging that her husband died from workplace exposure.  The other defendants have either settled or had the complaint against them dismissed.  Chase has filed an answer to the claim denying the material allegations in the complaint.  The parties are currently engaged in discovery and motion practice.

 

In addition to the matters described above, the Company is involved from time to time in litigation incidental to the conduct of its business.  Although the Company does not expect that the outcome in any of these matters, individually or collectively, will have a material adverse effect on its financial condition, results of operations or cash flows, litigation is inherently unpredictable.  Therefore, judgments could be rendered or settlements entered, that could adversely affect the Company’s operating results or cash flows in a particular period.  The Company routinely assesses all of its litigation and threatened litigation as to the probability of ultimately incurring a liability, and records its best estimate of the ultimate loss in situations where the Company assesses the likelihood of loss as probable.

 

Note 11 - Pensions and Other Post Retirement Benefits

 

The components of net periodic benefit cost for the three months ended November 30, 2012 and 2011 are as follows:

 

		Three Months Ended November 30,
		2012			2011
Service cost		$	103		$	121
Interest cost		114			130
Expected return on plan assets		(149		)	(131		)
Amortization of prior service cost		6			18
Amortization of unrecognized loss		84			69
Curtailment loss		25			—
Settlement loss		327			—
Net periodic benefit cost		$	510		$	207

 

When funding is required, the Company’s policy is to contribute amounts that are deductible for federal income tax purposes.  As of November 30, 2012, the Company has made contributions of $600 in the

 

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CHASE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

In thousands, except share and per share amounts

 

current fiscal year to fund its obligations under its pension plan and will make the necessary contributions over the remainder of fiscal 2013 to ensure the qualified plan continues to be adequately funded given the current market conditions.

 

In December 2012, subsequent to the balance sheet date, the Company incurred additional expense, in the quarter ending February 28, 2013, related to pension settlements of approximately $650 due to lump sum distributions from the defined benefit pension plan. The timing of these lump sum distributions has caused an acceleration of expense into the current year.

 

Note 12 — Fair Value Measurements

 

The Company defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price).  The Company uses a three-tier fair value hierarchy, which classifies the inputs used in measuring fair values. These tiers include: Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

 

The Company endeavors to utilize the best available information in measuring fair value.  Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.  The financial assets classified as Level 1 as of November 30, 2012 and August 31, 2012 represent investments that are restricted for use in a nonqualified retirement savings plan for certain key employees and directors.

 

The following table sets forth the Company’s financial assets that were accounted for at fair value on a recurring basis as of November 30, 2012 and August 31, 2012:

 

							Fair value measurement category
		Fair value measurement date		Total			Quoted prices in active markets (Level 1)			Significant other observable inputs (Level 2)			Significant unobservable inputs (Level 3)
Assets:
Restricted investments		November 30, 2012		$	921		$	921		$	—		$	—
Restricted investments		August 31, 2012		$	874		$	874		$	—		$	—

 

The following table presents the fair value of the Company’s long-term debt as of November 30, 2012 and August 31, 2012, which is recorded at its carrying value:

 

							Fair value measurement category
		Fair value measurement date		Total			Quoted prices in active markets (Level 1)			Significant other observable inputs (Level 2)			Significant unobservable inputs (Level 3)
Liabilities:
Long-term debt		November 30, 2012		$	68,600		$	—		$	68,600		$	—
Long-term debt		August 31, 2012		$	70,000		$	—		$	70,000		$	—

 

The carrying value of the long-term debt approximates its fair value, as the monthly interest rate is set based on the movement of the underlying market rates.

 

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