UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR
15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended August 31, 2006
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 |
|
(I.R.S. Employer Identification No.) |
26 Summer Street, Bridgewater, Massachusetts 02324
(Address of Principal Executive Offices, Including Zip Code)
(508) 279-1789
(Registrants Telephone Number, Including Area Code)
Securities registered pursuant to section 12(b) of the Act:
Title of Each Class: |
|
|
|
Name of Each Exchange on Which Registered |
|
|
Common Stock |
|
American Stock Exchange |
||||
($0.10 Par Value) |
|
|
Securities registered pursuant to section 12(g) of the Act: None
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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
Indicate by checkmark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). YES o NO x
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 aggregate market value of the common stock held by non-affiliates of the registrant, as of February 28, 2006 (the last business day of the registrants second quarter of fiscal 2006), was approximately $36,975,000.
As of October 31, 2006, the Company had outstanding 3,972,904 shares of common stock, $.10 par value, which is its only class of common stock.
Documents Incorporated By Reference:
Portions of the registrants definitive proxy statement for the Annual Meeting of Shareholders, which is expected to be filed within 120 days after the registrants fiscal year ended August 31, 2006, are incorporated by reference into Part III hereof.
CHASE CORPORATION
INDEX TO ANNUAL REPORT ON FORM 10-K
For the Year Ended August 31, 2006
|
|
Page |
||
|
|
|
||
|
1 |
|
||
|
5 |
|
||
|
7 |
|
||
|
8 |
|
||
|
8 |
|
||
|
8 |
|
||
|
|
|
|
|
|
10 |
|
||
|
11 |
|
||
Managements Discussion and Analysis of Financial Condition and Results of Operations |
|
12 |
|
|
|
24 |
|
||
|
25 |
|
||
Changes in and Disagreements with Accountants on Accounting and Financial Disclosures |
|
59 |
|
|
|
59 |
|
||
|
59 |
|
||
|
|
|
|
|
|
60 |
|
||
|
60 |
|
||
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
|
60 |
|
|
|
60 |
|
||
|
60 |
|
||
|
|
|
|
|
|
61 |
|
||
|
64 |
|
Primary Operating Divisions and Facilities and Industry Segment
Chase Corporation (the Company or Chase) is a multi-divisional manufacturing company providing products to a wide variety of industries including wire and cable, construction and electronics. The Companys strategy is to maximize its core businesses while seeking future opportunities through selective acquisitions. The Company is organized into four major operating divisions. All operating divisions are part of the Companys Specialized Manufacturing segment with the exception of Chase EMS, which is part of the Companys Electronic Manufacturing Services segment. A summary of the Companys operating divisional structure as of August 31, 2006 is as follows:
Division |
|
|
|
Primary |
|
Background/History |
|
Key Products & Services |
SPECIALIZED MANUFACTURING SEGMENT |
|
|
||||||
Chase Coating & Laminating |
|
Randolph, MA |
|
This operating facility has been producing products for the wire and cable industry for more than 50 years. This was one of the Companys first operating facilities. |
|
Electrical cable insulation tapes and related products such as Chase BLH2OCK® , a water blocking compound sold to the wire and cable industry. Insulating and conducting materials for the manufacture of electrical and telephone wire and cable, electrical splicing, and terminating and repair tapes, which are marketed to wire and cable manufacturers and public utilities. Uses the brand name, Chase & Sons®. |
||
|
|
Webster, MA |
|
The Company began operating this facility, which manufactures tape and related products, in 1992. In December 2003, the Company acquired the assets of Paper Tyger, LLC (Paper Tyger). The Paper Tyger product lines are also manufactured at this facility. |
|
Manufacture tape and related products for the electronic and telecommunications industries using the brand name, Chase & Sons®. Paper Tyger® is a trademark for laminated durable papers sold to the envelope converting and commercial printing industries. The Companys Paper Tyger products are marketed under the names Paper Tyger, NaturalWhite and SuperWhite. |
1
|
Paterson, NJ |
|
In February 2003, Chase Facile, Inc. (Chase Facile®), a wholly-owned subsidiary of the Company, acquired certain assets of Facile, Inc. (Facile), located in Paterson, New Jersey. |
|
Flexible composites and laminates for the wire & cable, aerospace and industrial laminate markets including Insulfab®, an insulation material used in the aerospace industry. |
|
|
|
Taylorsville, NC |
|
In January 2004, the Company purchased certain manufacturing equipment and began manufacturing operations at this facility. |
|
Flexible packaging for industrial and retail use. Slit film for the building wire market and for telecommunication cable. This facility also produces laminated films for the flexible packaging industry |
Chase Specialty Coatings |
|
Pittsburgh, PA |
|
The HumiSeal business and product lines were acquired more than thirty five years ago. |
|
Protective conformal coating under the brand name HumiSeal®, moisture protective coatings sold to the electronics industry. |
|
|
Pittsburgh, PA |
|
The Royston business was acquired more than thirty years ago. Additionally in April 2005, the Company acquired certain assets of E-Poxy Engineered Materials whose product lines are now also manufactured in Pittsburgh. |
|
Protective pipe coating tapes and other protectants for valves, regulators, casings, joints, metals, concrete, and wood which are sold to oil companies, gas utilities, and pipeline companies. Rosphalt50®, an asphalt additive used predominantly on bridge decks for waterproofing protection. Bridge deck waterproofing systems, reflective cracking and waterproofing membranes, as well as high performance polymeric asphalt additives. |
Chase Specialty Coatings |
|
Evanston, IL |
|
In November 2001, the Company acquired substantially all of the assets of Tapecoat, a division of T.C. Manufacturing Inc. |
|
Manufacture protective coatings and tape products across several markets. |
|
|
Camberley, Surrey, England |
|
In October 2005, the Company acquired all of the capital stock of Concoat Holdings Ltd. and its subsidiaries. In 2006 Concoat was renamed Humiseal Europe. |
|
Concoat had been an agent, distributor and manufacturing licensee of Chase Corporations HumiSeal® product line for nearly 25 years |
2
NEQP |
|
Newburyport, MA |
|
In July 1999, the Company acquired Northeast Quality Products, Co. Inc., (NEQP). |
|
Specialty printer producing custom pressure sensitive labels. |
ELECTRONIC MANUFACTURING SERVICES SEGMENT |
|
|
||||
Chase EMS (also known as RWA) |
|
Winchester, MA |
|
In May 1999, the Company acquired RWA, Inc. (RWA). Effective in fiscal 2005, this division moved to Winchester, MA from Melrose, MA and is now doing business as Chase EMS. |
|
Assembly and turnkey contract manufacturing services including printed circuit board and electromechanical assembly services to the electronics industry operating principally in the United States. |
Acquisition of Capital Services
On September 1, 2006 (fiscal year 2007), Chase Corporation acquired all of the capital stock of Capital Services Joint Systems of Schenectady, New York (Capital Services) for approximately $1,800,000 subject to adjustments and holdbacks including balance sheet retentions, and retentions for warranty and indemnifications. The value of the holdbacks and retentions total approximately $110,000. The assets acquired by Chase Corporation include inventories, trade receivables, cash, and other current assets. The purchase agreement for this acquisition requires additional contingent payments to be made by the Company if certain revenue targets are met with respect to the Capital Services and E-poxy products over the four years ending August 31, 2010.
Capital Services is a leading manufacturer of waterproofing sealants, expansion joints and accessories for the transportation, industrial and architectural markets. This new acquisition joins Chases Royston and E-poxy Engineered Materials brands to form the Construction Products group of Chase Specialty Coatings.
International OperationsHumiseal Europe (formerly Concoat)
On October 14, 2005, Chase Corporation acquired all of the capital stock of Concoat Holdings Limited and its subsidiaries of Camberley, Surrey, England for approximately US $9,300,000 (using foreign exchange rates at the time of the transaction), subject to adjustments and holdbacks including balance sheet retentions, property retentions, and retentions for warranty and indemnifications and tax retentions. The outstanding balances of the holdbacks and retentions as of August 31, 2006 totaled approximately $446,000 and have been recorded in accrued expenses as of year end. The transaction did not include the equipment portion of the Concoat business known as Concoat Systems which was spun off prior to Chases acquisition. The assets acquired by Chase Corporation include inventories, trade receivables, cash, and other current assets.
Concoat had been an agent, distributor and manufacturing licensee of Chase Corporations HumiSeal product line for nearly 25 years. In fiscal 2006 this division was renamed Humiseal Europe. The Company believes that this acquisition will strengthen the HumiSeal/Concoat conformal coatings business and serve as a foundation for Chase Corporation in Europe.
3
Acquisition of E-Poxy Engineered Materials
In April 2005, the Company acquired the assets of E-Poxy Engineered Materials, LLC (E-Poxy), based in Albany, New York. The E-Poxy business specializes in expansion and control joint systems designed for roads, bridges, stadiums and airport runways. Its product lines also include specialty bonding agents, grouts, mortars, injection resins, secondary containment systems and protective coatings. The purchase price for this acquisition was $693,000 with additional contingent payments to be made by the Company if certain revenue targets are met with respect to E-Poxys products over the four years ending March 31, 2009. The E-Poxy products are being manufactured in the Companys Pittsburgh facility and are part of the Chase Specialty Coatings division.
The Companys principal products are protective coatings and tape products that are sold by Company salespeople and manufacturers representatives. In the Companys Specialized Manufacturing segment, these products consist of: (i) insulating and conducting materials for the manufacture of electrical and telephone wire and cable, electrical splicing, and terminating and repair tapes, which are marketed to wire and cable manufacturers ; (ii) protective pipe coating tapes and other protectants for valves, regulators, casings, joints, metals, concrete and wood, which are sold to oil companies, gas utilities and pipeline companies; (iii) protectants for highway bridge deck metal supported surfaces, which are sold to municipal transportation authorities; (iv) moisture protective coatings, which are sold to the electronics industry; (v) laminated, durable papers, which are produced and sold primarily to the envelope converting and commercial printing industries; (vi) flexible composites and laminates for the wire & cable, aerospace and industrial laminate markets and (vii) expansion and control joint systems designed for roads, bridges, stadiums and airport runways. In addition, the Companys Electronic Manufacturing Services segment provides circuit board assembly and contract manufacturing services to electronic goods manufacturers. There is some seasonality with the Companys product offerings sold into the construction market as increased demand is often experienced when temperatures are warmer (typically the Companys fourth fiscal quarter) with less demand occurring when temperatures are colder (typically the second fiscal quarter). The Companys business and the Company has introduced no new products or segments requiring an investment of a material amount of the Companys assets.
As of October 31, 2006, the Company employed approximately 362 people (including certain union employees). The Company believes that its relationship with its employees is good.
Backlog, Customers and Competition
As of October 31, 2006, the backlog of orders believed to be firm was approximately $12,691,000, of which $7,356,000 was related to the Companys Electronic Manufacturing Services segment. This compared with a total of $9,215,000 as of October 31, 2005 of which $4,411,000 was associated with the Companys Electronic Manufacturing Services segment. The backlog is not seasonal. During fiscal 2006, 2005 and 2004, no customer accounted for more than 10% of sales. No material portion of the Companys business is subject to renegotiation or termination of profits or contracts at the election of the government.
There are other companies that manufacture or sell products and services similar to those made and sold by the Company. Many of those companies are larger and have greater financial resources than the Company. The Company competes principally on the basis of technical performance, service reliability, quality and price.
4
The Company obtains raw materials from a wide variety of suppliers with alternative sources of all essential materials available within reasonable lead times.
Patents, Trademarks, Licenses, Franchises and Concessions
The Company owns the following trademarks: HumiSeal®, a trademark for moisture protective coatings sold to the electronics industry; Chase & Sons® and Chase Facile® , trademarks for barrier and insulating tapes sold to the wire and cable industry; Chase BLH2OCK®, a trademark for a water blocking compound sold to the wire and cable industry; Rosphalt50®, a trademark for an asphalt additive used predominantly on bridge decks for waterproofing protection; Insulfab®, a trademark for insulation material used in the aerospace industry; Paper Tyger®, a trademark for laminated durable papers sold to the envelope converting and commercial printing industries; and Eva-Pox® and Ceva®, trademarks for epoxy pastes/gels/mortars and elastomeric concrete used in the construction industry. The Company has no other material trademarks, licenses, franchises, or concessions. The Company holds various patents but believes that, at this time, they are not material to the success of the business.
Working Capital and Research and Development
There are no special practices followed by the Company relating to working capital. Approximately $1,900,000, $1,500,000, and $1,200,000 was spent for Company-sponsored research and development during fiscal 2006, 2005 and 2004, respectively. Research and development increased by $400,000 in fiscal 2006 compared to 2005 primarily due to increased expenses at the Companys Coating & Laminating division. This increase related to higher materials expense in developing new products for the Paper Tyger and Chase BLH2OCK product lines.
The Company maintains a website at www.chasecorp.com. The Company makes available, free of charge, on its website its Annual Report on Form 10-K, as soon as reasonably practicable after such report is electronically filed with the SEC. Additionally, the Companys Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports, filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, are available at the SECs website at www.sec.gov. Information contained on the Companys website is not part of, or incorporated by reference into, this Annual Report on Form 10-K.
Financial Information About Segments and Geographic Areas
Please see Notes 11 and 12 to the Companys Consolidated Financial Statements for financial information about the Companys industry segments and domestic and foreign operations for each of the last three fiscal years.
The following risk factors should be read carefully in connection with evaluating the Companys business and the forward-looking information contained in this Annual Report on Form 10-K. Any of the following risks could materially adversely affect the Companys business, operations, industry or financial position or its future financial performance. While the Company believes it has identified and discussed below the key risk factors affecting its business, there may be additional risks and uncertainties that are not presently known or that are not currently believed to be significant that may adversely affect its business, operations, industry, financial position and financial performance in the future.
5
The Company currently operates in a mature market where increases or decreases in market share could be significant.
The Companys sales and net income are largely dependent on recurring sales from a consistent and established customer base. Organic growth opportunities are minimal; however, the Company has and will continue to use strategic acquisitions as a means to build and grow the business. In this business environment, increases or decreases in market share could have a material effect on our business condition or results of operation. We face intense competition from a diverse range of competitors, including operating divisions of companies much larger and with far greater resources than the Company. If we are unable to maintain our market share, our business could suffer.
The Companys business strategy includes the pursuit of strategic acquisitions, which may not be successful if they happen at all.
From time to time, the Company engages in discussions with potential target companies concerning potential acquisitions. In executing its acquisition strategy, the Company may be unable to identify suitable acquisition candidates. In addition, the Company may face competition from other companies for acquisition candidates, making it more difficult to acquire suitable companies on favorable terms.
Even if the Company does identify a suitable acquisition target and is able to negotiate and close a transaction, the integration of an acquired business into the Companys operations involves numerous risks, including potential difficulties in integrating an acquired companys product line with the Companys own; the diversion of the Companys resources and managements attention from other business concerns; the potential loss of key employees; risks associated with entering a new geographical or product market; and the day-to-day management of a larger and more diverse combined company. The Company may not realize the synergies, operating efficiencies, market position or revenue growth it anticipates from acquisitions and its failure to effectively manage the above risks and other problems associated with acquisitions could have a material adverse effect on its business, growth prospects and financial performance.
Fluctuations in the supply and prices of raw materials may negatively impact the Companys financial results.
The Company obtains the raw materials needed to manufacture its products from a number of suppliers. Many of these raw materials are petroleum-based derivatives. Under normal market conditions, these materials are generally available on the open market and from a variety of producers. From time to time, however, the prices and availability of these raw materials fluctuate, which could impair our ability to procure necessary materials, or increase the cost of manufacturing our products. If the prices of raw materials increase, and the Company is unable to pass these increases on to its customers, the Company could experience reduced profit margins.
The Company is dependent on key personnel.
The Company depends significantly on its President and Chief Executive Officer, Peter R. Chase, and on other key employees. The loss of the services of any of these key employees could have a material impact on the Companys business and results of operations. In addition, the Companys acquisition strategy will require that it attract, motivate and retain additional skilled and experienced personnel. The inability to satisfy such requirements could have a negative impact on the Companys ability to remain competitive in the future.
6
The financial impact of implementing the internal control provisions of the Sarbanes-Oxley Act imposes significant costs on small businesses such as Chase.
Under Section 404 of the Sarbanes-Oxley Act of 2002, the Companys management will be required to conduct an evaluation of the effectiveness of the Companys internal control over financial reporting as of the end of each fiscal year and issue a report on the effectiveness of those controls in its annual report, once the transition rules are effective as to the Company. The Companys independent registered public accounting firm will need to attest to managements report. These costs will be greatest during the implementation phase of the project, which will last through at least August 2008. The Company expects ongoing compliance costs beyond the initial implementation to lessen; however, they will still be present in future fiscal years. Proposed SEC rules may, if finalized in their current form, extend the effective date of these regulations as they apply to the Company, or impose a graduated implementation schedule for smaller companies. Under currently applicable rules, the Company will need to fully comply with the internal control provisions of Section 404 of the Sarbanes-Oxley Act as of August 31, 2008.
The Company owns office and manufacturing properties and leases office and manufacturing space as outlined in the table below. All properties are used by the Companys Specialized Manufacturing segment except for Corporate and the Chase EMS division. The Chase EMS property is used by the Companys Electronic Manufacturing Services segment.
Location |
|
|
|
Square Feet |
|
|
|
Owned / Leased |
|
|
Bridgewater, MA |
|
5,200 |
|
Corporate |
|
Owned |
|
Corporate headquarters and executive office |
||
West Bridgewater, MA |
|
35,700 |
|
Corporate |
|
Owned |
|
Space leased to Sunburst under a 36-month lease agreement currently expiring December 2006 |
||
Randolph, MA |
|
77,500 |
|
Coating & Laminating |
|
Owned |
|
Manufacture of electrical protective coatings and tape products |
||
Webster, MA |
|
25,000 |
|
Coating & Laminating |
|
Owned |
|
Manufacture of tape and related products for the electronic and telecommunications industries |
||
Paterson, NJ |
|
40,000 |
|
Coating & Laminating |
|
Leased |
|
Manufacture of tape and related products for the electronic and telecommunications industries |
||
Taylorsville, NC |
|
50,000 |
|
Coating & Laminating |
|
Leased |
|
Manufacture of flexible packaging for industrial and retail use |
||
Cranston, RI |
|
500 |
|
Coating & Laminating |
|
Leased |
|
Head sales office for Coating & Laminating division |
||
Middlefield, CT |
|
625 |
|
Coating & Laminating |
|
Leased |
|
Support sales office for Paper Tyger product line |
||
Taunton, MA |
|
5,200 |
|
Chase Specialty Coatings |
|
Leased |
|
Research and development for Humiseal product line |
||
Pittsburgh, PA |
|
44,000 |
|
Chase Specialty Coatings |
|
Owned |
|
Manufacture and sale of protective coatings and tape products |
7
Evanston, IL |
|
100,000 |
|
Chase Specialty Coatings |
|
Owned |
|
Manufacture and sale of protective coatings and tape products |
Albany, NY |
|
10,000 |
|
Chase Specialty Coatings |
|
Leased |
|
Support sales office for E-Poxy product line |
Newburyport, MA |
|
15,000 |
|
Northeast Quality Products, Co, Inc. |
|
Leased |
|
Manufacture and sale of custom pressure-sensitive labels |
Winchester, MA |
|
25,000 |
|
Chase EMS |
|
Leased |
|
Manufacturing and sales for the Electronic Manufacturing Services segment |
Camberley, Surrey, England |
|
|
|
|
|
|
|
|
The above facilities range in age from new to about 100 years, are generally in good condition and, in the opinion of management, adequate and suitable for present operations. The Company also owns equipment and machinery that is in good repair and, in the opinion of management, adequate and suitable for present operations. The Company could significantly add to its capacity by increasing shift operations. Availability of machine hours through additional shifts would provide expansion of current product volume without significant additional capital investment.
From time to time, the Company is involved in litigation incidental to the conduct of its business. The Company is not party to any lawsuit or proceeding that, in managements opinion, is likely to seriously harm the Companys business, results of operations, financial conditions or cash flows.
The Company is one of over 100 defendants in a personal injury lawsuit, pending in Ohio, which alleges personal injury from exposure to asbestos contained in certain Chase products. 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 has since been postponed and no new trial date has been set. Since that time, the Ohio lawsuit has been inactive with respect to Chase. The Company had been a defendant in another personal injury lawsuit in Mississippi alleging injury from exposure to asbestos contained in certain Chase products. However, the Company was dismissed without prejudice from that lawsuit in June 2005.
ITEM 4SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of the Companys security holders during the fourth quarter of the Companys fiscal year ended August 31, 2006.
ITEM 4AEXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth information concerning the Companys sole Executive Officer as of August 31, 2006. Each officer of the Company is selected by the Companys Board of Directors and holds office until his successor is elected and qualified.
Name |
|
|
|
|
Age |
|
|
Offices Held and Business Experience during the Past Five Years. |
Peter R. Chase |
|
58 |
|
Chief Executive Officer of the Company since September 1993 and President of the Company since April 1992. |
8
On November 21, 2006 the Board of Directors of the Company, acting upon the recommendation of its Nominating and Governance Committee, appointed Peter R. Chase to the position of Chairman of the Board, effective February 5, 2007, the date of the Annual Meeting of Shareholders for fiscal year 2006. Mr. Chase will continue to serve as President and Chief Executive Officer.
In addition, continuing the management transition plan announced February 3, 2006, and upon the recommendation of its Compensation and Management development Committee the Board appointed three additional executive officers effective February 5, 2007. On such date:
Adam P. Chase will become the Companys Chief Operating Officer. Adam Chase, age 34, is currently the Companys Vice PresidentOperations since February 3, 2006. He served as VP & General Manager Chase Coating & Laminating Division since March 2003. Prior to that he was Corporate Controller from September 1998 through January 2004. Before joining Chase Corporation he was employed by Brown Brothers Harriman. Mr. Chase is the son of Peter R. Chase and the nephew of Mary Claire Chase. His new title will be Vice President and Chief Operating Officer.
Kenneth L. Dumas will become the Companys Treasurer and Chief Financial Officer. Mr. Dumas, age 35, has served as the Companys Director of Finance since February 2006, was named Corporate Controller in January 2004 and was Assistant Controller for the Company from his hire in April 2003. Prior to that time he was employed by PricewaterhouseCoopers as a Senior Manager in their Audit Practice. His new title will be Treasurer and Chief Financial Officer.
Terry Jones will become the Companys Chief Marketing Officer. Mr. Jones, age 45, is currently the Companys Vice President Marketing and Business Development, a position he has held since February 2006. Mr. Jones joined the Company in August 2002 as Vice President Specialty Coatings Division. Prior to joining Chase he was employed by Schenectady International, Inc. as General Manager EuropePolymer Division. His new title will be Vice President Business Development and Chief Marketing Officer.
9
ITEM 5MARKET FOR THE REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
The Companys common stock is traded on the American Stock Exchange (Symbol: CCF). The approximate number of common stock shareholders of record on October 31, 2006 was 1,260, and the closing price of Chase Corporations common stock was $21.99 per share as reported by the American Stock Exchange.
The following table sets forth the high and low sales prices for the Companys common stock as reported by the American Stock Exchange for each quarter in the fiscal years ended August 31, 2006 and 2005:
|
|
Fiscal 2006 |
|
Fiscal 2005 |
|
||||||||
|
|
High |
|
Low |
|
High |
|
Low |
|
||||
First Quarter |
|
$ |
15.01 |
|
$ |
14.06 |
|
$ |
16.80 |
|
$ |
15.36 |
|
Second Quarter |
|
15.55 |
|
14.10 |
|
17.25 |
|
15.55 |
|
||||
Third Quarter |
|
15.30 |
|
14.13 |
|
16.44 |
|
13.01 |
|
||||
Fourth Quarter |
|
16.94 |
|
14.40 |
|
14.50 |
|
13.70 |
|
||||
The Company paid a cash dividend per common share of $0.40, $0.35, and $0.35 for the years ended August 31, 2006, 2005 and 2004, respectively. The cash dividend for each fiscal year was paid subsequent to year end. Certain of the Companys borrowing facilities contain financial covenants which may have the effect of limiting the amount of dividends that the Company can pay.
The following table summarizes the Companys stock option plans as of August 31, 2006. Further details on the Companys stock option plans are discussed in the notes to the consolidated financial statements. The adoption of each of the Companys stock option plans was approved by its shareholders.
|
|
Number of shares of Chase |
|
Weighted average |
|
Number of shares of Chase |
|
|||||||
2001 Senior Management Stock Plan |
|
|
405,000 |
|
|
|
$ |
10.81 |
|
|
|
148,502 |
|
|
2001 Non-Employee Director Stock Plan |
|
|
42,820 |
|
|
|
11.77 |
|
|
|
5,000 |
|
|
|
Total |
|
|
447,820 |
|
|
|
$ |
10.90 |
|
|
|
153,502 |
|
|
10
ITEM 6SELECTED FINANCIAL DATA
The following selected financial data should be read in conjunction with Item 7Managements Discussion and Analysis of Financial Condition and Results of Operations and Item 8Financial Statements and Supplementary Data
|
|
Fiscal Years Ended August 31, |
|
|||||||||||||
|
|
2006 |
|
2005 |
|
2004 |
|
2003 |
|
2002 |
|
|||||
|
|
(in thousands, except per share amounts) |
|
|||||||||||||
Statement of Operations Data |
|
|
|
|
|
|
|
|
|
|
|
|||||
Revenues |
|
$ |
108,442 |
|
$ |
91,389 |
|
$ |
87,084 |
|
$ |
74,566 |
|
$ |
69,348 |
|
Income before minority interest |
|
6,114 |
|
4,849 |
|
5,101 |
|
5,318 |
|
4,343 |
|
|||||
Income (loss) from unconsolidated joint venture |
|
|
|
22 |
|
26 |
|
(60 |
) |
120 |
|
|||||
Loss on impairment of unconsolidated joint venture |
|
|
|
(83 |
) |
(500 |
) |
|
|
|
|
|||||
Net income |
|
6,114 |
|
4,788 |
|
4,627 |
|
5,258 |
|
4,463 |
|
|||||
Net income per common sharebasic |
|
$ |
1.57 |
|
$ |
1.27 |
|
$ |
1.22 |
|
$ |
1.30 |
|
$ |
1.10 |
|
Net income per common sharediluted |
|
$ |
1.53 |
|
$ |
1.22 |
|
$ |
1.16 |
|
$ |
1.25 |
|
$ |
1.08 |
|
Balance Sheet Data |
|
|
|
|
|
|
|
|
|
|
|
|||||
Total assets |
|
$ |
78,837 |
|
$ |
63,927 |
|
$ |
59,257 |
|
$ |
57,734 |
|
$ |
53,305 |
|
Long-term debt and capital leases |
|
10,288 |
|
9,569 |
|
8,343 |
|
6,005 |
|
6,781 |
|
|||||
Total stockholders equity |
|
46,074 |
|
38,840 |
|
36,980 |
|
37,609 |
|
33,284 |
|
|||||
Cash dividends per common share(1) |
|
$ |
0.40 |
|
$ |
0.35 |
|
$ |
0.35 |
|
$ |
0.31 |
|
$ |
0.27 |
|
(1) Single annual dividend payments declared and paid subsequent to fiscal year end.
Note: Information related to the Companys acquisitions and dispositions can be found in the Overview and Recent Developments sections of Item 7Managements Discussion and Analysis of Financial Condition and Results of Operations.
11
ITEM 7MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion provides an analysis of the Companys financial condition and results of operations and should be read in conjunction with the Consolidated Financial Statements and notes thereto included in Item 8 of this Annual Report on Form 10-K.
Selected Relationships within the Consolidated Statements of Operations
|
|
Years Ended August 31, |
|
|||||||
|
|
2006 |
|
2005 |
|
2004 |
|
|||
|
|
(dollars in thousands) |
|
|||||||
Revenue |
|
$ |
108,442 |
|
$ |
91,389 |
|
$ |
87,084 |
|
Net Income |
|
$ |
6,114 |
|
$ |
4,788 |
|
$ |
4,627 |
|
Increase (decrease) in revenue from prior year |
|
|
|
|
|
|
|
|||
Amount |
|
$ |
17,053 |
|
$ |
4,305 |
|
$ |
12,518 |
|
Percentage |
|
19 |
% |
5 |
% |
17 |
% |
|||
Increase (decrease) in net income from prior year |
|
|
|
|
|
|
|
|||
Amount |
|
$ |
1,326 |
|
$ |
161 |
|
$ |
(631 |
) |
Percentage |
|
28 |
% |
3 |
% |
(12 |
)% |
|||
Percentage of revenue: |
|
|
|
|
|
|
|
|||
Revenue |
|
100 |
% |
100 |
% |
100 |
% |
|||
Expenses: |
|
|
|
|
|
|
|
|||
Cost of products and services sold |
|
72 |
% |
72 |
% |
71 |
% |
|||
Selling, general and administrative expenses |
|
18 |
|
18 |
|
18 |
|
|||
Loss on impairment of goodwill |
|
0 |
|
0 |
|
1 |
|
|||
Other expenses |
|
1 |
|
1 |
|
0 |
|
|||
Income before income taxes and minority interest |
|
9 |
|
9 |
|
10 |
|
|||
Income taxes |
|
3 |
|
4 |
|
4 |
|
|||
Income before minority interest |
|
6 |
|
5 |
|
6 |
|
|||
Loss on impairment of unconsolidated joint venture |
|
0 |
|
0 |
|
1 |
|
|||
Net income |
|
6 |
% |
5 |
% |
5 |
% |
In April 2005 (fiscal year 2005), the Company acquired the assets of E-Poxy Engineered Materials, LLC (E-Poxy), based in Albany, New York. The E-Poxy business specializes in expansion and control joint systems designed for roads, bridges, stadiums and airport runways. The E-Poxy products are being manufactured in the Companys Pittsburgh facility and are part of the Chase Specialty Coatings division.
In October 2005 (fiscal 2006), Chase Corporation acquired all of the capital stock of Concoat Holdings Limited and its subsidiaries of Camberley, Surrey, England for approximately US $9,300,000 (using foreign exchange rates at the time of the transaction), subject to adjustments and holdbacks including balance sheet retentions, property retentions, and retentions for warranty and indemnifications and tax retentions. The outstanding balances of the holdbacks and retentions total approximately US $446,000 and have been recorded in accrued expenses as of August 31, 2006. The transaction did not include the equipment portion of the Concoat business known as Concoat Systems which was spun off prior to Chases acquisition.
Concoat (which was renamed Humiseal Europe in fiscal 2006) had been an agent, distributor and manufacturing licensee of Chase Corporations HumiSeal product line for nearly 25 years. The Company believes that this acquisition will strengthen the HumiSeal/Concoat conformal coatings business and serve as a foundation for Chase Corporation in Europe.
12
On September 1, 2006 (fiscal 2007), Chase Corporation acquired all of the capital stock of Capital Services Joint Systems of Schenectady, New York (Capital Services) for approximately $1,800,000 subject to adjustments and holdbacks including balance sheet retentions, and retentions for warranty and indemnifications. The value of the holdbacks and retentions total approximately $110,000. The purchase agreement for this acquisition requires additional contingent payments to be made by the Company if certain revenue targets are met with respect to the Capital Services and E-poxy products over the four years ending August 31, 2010.
The assets acquired by Chase Corporation include inventories, trade receivables, cash, and other current assets. Capital Services is a leading manufacturer of waterproofing sealants, expansion joints and accessories for the transportation, industrial and architectural markets. This new acquisition joins Chases Royston and E-poxy Engineered Materials brands to form the Construction Products group of Chase Specialty Coatings.
Strategic acquisitions, efficiency improvements and strong demand contributed to significant revenue and profit increases for the fiscal year 2006. Keen attention to the manufacturing cost structure of the business led to improvements in the profitability within the Companys Specialized Manufacturing segment in spite of the impact of raw material and energy cost increases. Where possible, sales price increases have been implemented and will partially alleviate the increased costs going forward. The Company anticipates that continued strong revenue growth, combined with a stabilization of oil prices will assist it in leveraging its fixed costs.
The Companys Electronic Manufacturing Services segment showed strong revenue growth in the second half of fiscal year 2006, with new customers brought on in the first half of the year contributing to the increased revenues. With the relocation to the new Winchester plant in March 2005, the Company is beginning to see positive results in the form of new customers and improved productivity related to equipment enhancements.
As in the past three years, the Company continues to identify and pursue efficiency enhancements to its manufacturing operations as a means of better positioning its businesses and maximizing resources.
The Company has two reportable segments summarized below:
Segment |
|
|
|
Divisions |
|
Manufacturing Focus and Products |
Specialized Manufacturing Segment |
|
· Chase Coating & Laminating · Chase Specialty Coatings · NEQP |
|
Produces protective coatings and tape products including insulating and conducting materials for wire and cable manufacturers, protective coatings for pipeline applications and moisture protective coatings for electronics and printing services, bridge deck waterproofing systems, reflective cracking and waterproofing membranes, as well as high performance polymeric asphalt additives . |
||
Electronic Manufacturing Services Segment |
|
· Chase EMS |
|
Provides assembly and turnkey contract manufacturing services including printed circuit board and electromechanical assembly services to the electronics industry operating principally in the United States. |
13
Chase Canada, the Companys manufacturing plant in Winnipeg, Canada was reorganized within the domestic operating facilities of the Companys Specialized Manufacturing segment in the fourth quarter of fiscal 2004. This reorganization of plant facilities was a result of the continued consolidation of Chase Canadas customer base, predominantly to the United States. For the fiscal year ended August 31, 2004, the Company incurred losses before income taxes of approximately $754,000 from its operations in Canada. Included in the fiscal year loss was approximately $300,000 in costs related to employee severance, stay bonuses, accelerated depreciation on certain manufacturing equipment, a one time termination fee related to the building lease commitment, realization of unrealized foreign currency translation adjustments and other shut down costs.
Revenues and Operating Profit by Segment are as follows (dollars in thousands)
|
|
|
|
Income Before |
|
|
|
||||||
|
|
|
|
Income Taxes and |
|
% of |
|
||||||
|
|
Revenue |
|
Minority Interest |
|
Revenue |
|
||||||
Fiscal 2006 |
|
|
|
|
|
|
|
|
|
|
|
||
Specialized Manufacturing |
|
$ |
95,418 |
|
|
$ |
14,960 |
(a) |
|
|
16 |
% |
|
Electronic Manufacturing Services |
|
13,024 |
|
|
1,072 |
|
|
|
8 |
|
|
||
|
|
$ |
108,442 |
|
|
16,032 |
|
|
|
15 |
|
|
|
Less corporate and common costs |
|
|
|
|
(7,068 |
)(b) |
|
|
|
|
|
||
Income before income taxes and minority interest |
|
|
|
|
$ |
8,964 |
|
|
|
|
|
|
|
Fiscal 2005 |
|
|
|
|
|
|
|
|
|
|
|
||
Specialized Manufacturing |
|
$ |
79,461 |
|
|
$ |
11,756 |
|
|
|
15 |
% |
|
Electronic Manufacturing Services |
|
11,928 |
|
|
1,188 |
|
|
|
10 |
|
|
||
|
|
$ |
91,389 |
|
|
12,944 |
|
|
|
14 |
|
|
|
Less corporate and common costs |
|
|
|
|
(5,260 |
)(c) |
|
|
|
|
|
||
Income before income taxes and minority interest |
|
|
|
|
$ |
7,684 |
|
|
|
|
|
|
|
Fiscal 2004 |
|
|
|
|
|
|
|
|
|
|
|
||
Specialized Manufacturing |
|
$ |
69,449 |
|
|
$ |
11,082 |
|
|
|
16 |
% |
|
Electronic Manufacturing Services |
|
17,635 |
|
|
2,065 |
(d) |
|
|
12 |
|
|
||
|
|
$ |
87,084 |
|
|
13,147 |
|
|
|
15 |
|
|
|
Less corporate and common costs |
|
|
|
|
(4,637 |
) |
|
|
|
|
|
||
Income before income taxes and minority interest |
|
|
|
|
$ |
8,510 |
|
|
|
|
|
|
(a) Includes loss on impairment of goodwill of $457,000.
(b) Includes stock compensation expense of $1,735,000 and net deferred compensation expense of $814,000.
(c) Includes legal settlement of $520,000 related to litigation with Tyco Adhesives.
(d) Includes loss on impairment of goodwill of $579,000.
Total Revenues
Total revenues for fiscal 2006 increased $17.0 million or 19% to $108.4 million from $91.4 million in the prior year. Revenues in the Companys Specialized Manufacturing segment were $95.4 million in fiscal 2006 compared to $79.5 million in fiscal 2005. The increase in revenues from the Companys Specialized Manufacturing segment in fiscal 2006 is primarily due to the following: (a) $1.1 million from the acquisition of the E-Poxy business which was acquired in fiscal 2005 and whose results were included for the full year in fiscal 2006 compared to 5 months in fiscal 2005 (b) $4.4 million
14
from the acquisition of Concoat in fiscal 2006, and (c) $1.3 million in increased sales of the Coating & Laminating divisions Chase BLH2OCK® product and wire and cable products which were a result of oil and gas companies increasing maintenance budgets, increased industrial power and power transmission projects and significant roadway infrastructure enhancement projects.
The increased revenues in Specialized Manufacturing were complemented by an increase in revenues from the Companys Electronic Manufacturing Services segment during the year. Revenues from the EMS segment increased $1.1 million or 9% to $13.0 million for the year ended August 31, 2006 compared to $11.9 million for fiscal 2005. This increase was primarily due to new customer orders and increased demand from existing customers as the softness in the assembly market seen in fiscal 2005 began to strengthen in the latter half of fiscal 2006 resulting in stronger demand for EMS services.
Royalty revenues in the Specialized Manufacturing segment increased $133,000 or 12% for the year ended August 31, 2006 compared to fiscal 2005. The increase for the year is primarily attributable to increased royalty rates to existing customers, offset by the loss of royalty revenue attributable to the Companys acquisition of Concoat, which was a source of royalty income before it was acquired by the Company in fiscal 2006.
Export sales from continuing domestic operations to unaffiliated third parties were $14.1 million, $12.3 million, and $9.0 million for the years ended August 31, 2006, 2005 and 2004, respectively. The increase in export sales in fiscal 2006 was primarily due to strong demand for the Companys product offerings to the wire and cable industry. The Company does not anticipate any material change to export sales during fiscal 2007.
Total revenues for fiscal 2005 increased $4.3 million or 5% to $91.4 million from $87.1 million in fiscal 2004. Revenues in the Companys Specialized Manufacturing segment were $79.4 million in fiscal 2005 compared to $69.4 million in fiscal 2004. The increase in revenues for the Companys Specialized Manufacturing segment was primarily due to the following: (a) the acquisition of the E-Poxy and Paper Tyger businesses; (b) increased sales of the Coating and Laminating divisions wire and cable product lines; (c) continued increased demand for Chase BLH2OCK®; (d) increased demand for HumiSeal® products. The Companys Electronic Manufacturing Services segment revenues decreased $5.7 million for fiscal 2005 compared to fiscal 2004. This segments revenues were negatively affected by the December 2003 sale of Sunburst Electronic Manufacturing Solutions, Inc., which accounted for $2.5 million in revenues in the first half of fiscal year 2004 (Sunburst revenues were included for only three months of fiscal year 2004 prior to being sold.) Royalty arrangements in the Specialized Manufacturing segment were relatively flat for fiscal 2005 compared to fiscal 2004.
Cost of Products and Services Sold
Cost of products and services sold increased $11.4 million or 17% to $77.6 million for the fiscal year ended August 31, 2006 compared to $66.2 million in fiscal 2005. As a percentage of revenues, cost of products and services sold remained flat at 72% in fiscal 2006 and 2005.
Cost of products and services sold in the Companys Specialized Manufacturing segment for the fiscal year ended August 31, 2006 were $66.6 million compared to $56.3 million in fiscal 2005. The majority of the dollar value increase was a result of increased revenues during 2006. As a percentage of revenues, cost of products and services sold in the Companys Specialized Manufacturing segment decreased to 70% in the year ended August 31, 2006, compared to 71% in the same period in fiscal 2005.
Managements continued focus on improving manufacturing efficiencies as well as continued emphasis on strategic purchases helped offset raw material cost increases on some of the Companys key product lines. The Company anticipates that continued strong revenue growth in the Specialized Manufacturing segment, combined with a stabilization of oil prices, will continue to assist it in leveraging its fixed costs.
15
Cost of products and services sold in the Companys Electronic Manufacturing Services segment were $11.0 million for the fiscal year ended August 31, 2006 compared to $9.9 million in fiscal 2005. The dollar value increase in cost of products and services sold is primarily attributable to increased revenues in fiscal 2006 coupled with an increase in fixed manufacturing costs attributable to the new Winchester plant as well as increases in raw material costs. As a percentage of revenues, cost of products and services sold in this segment increased slightly to 84% for fiscal 2006 compared to 83% for fiscal 2005.
In fiscal 2005, cost of products and services sold increased $4.5 million or 7% to $66.2 million compared to $61.7 million in the prior fiscal year. Cost of products and services sold in the Companys Specialized Manufacturing segment were $56.3 million in fiscal 2005 compared to $49.9 million in fiscal 2004. Cost of products and services sold in the Companys Electronic Manufacturing Services segment were $9.9 million in fiscal 2005 compared to $11.8 million in fiscal 2004. The majority of the dollar value increase in the Specialized Manufacturing segment was a direct result of increased revenues in fiscal 2005. As a percentage of revenues, cost of products and services sold increased to 72% in fiscal 2005 compared to 71% in fiscal 2004. This increase was primarily due to the following: (a) increased sales of lower margin products in the Companys Specialized Manufacturing segment; (b) increased raw material costs across some of the Companys key product lines; and (c) inclusion of a full twelve months of sales related to the Paper Tyger product line which have lower margins compared to some of the Companys other product lines. The dollar value decrease in the Electronic Manufacturing Services segment was a direct result of decreased revenues in fiscal 2005 compared to fiscal 2004.
Selling, General and Administrative Expenses
Selling, general and administrative expenses increased $1.5 million or 8% to $18.1 million during fiscal 2006 compared to $16.6 million in fiscal 2005. As a percentage of revenues, selling, general and administrative expenses were 17% for the year ended August 31, 2006 compared to 18% for the year ended August 31, 2005. The dollar increase in fiscal 2006 relates primarily to additional expenses associated with the Companys newly acquired Humiseal Europe operations; increased salary and benefit costs; health care costs; information technology and telecommunication costs; and higher public company expenses, including accounting and legal fees. The percentage decrease during fiscal 2006 compared to fiscal 2005 can be attributed to the Companys increased revenue base and ongoing efforts to leverage its fixed costs wherever possible. Additionally, in fiscal 2005, the Company spent approximately $300,000 in legal costs as part of its outstanding litigation and legal settlement with Tyco.
Selling, general and administrative expenses increased $747,000 or 5% to $16.6 million in fiscal 2005 compared to $15.9 million in fiscal 2004. As a percent of revenues, selling, general and administrative expenses remained flat in fiscal 2005 at 18%, unchanged from fiscal 2004. The dollar increase in fiscal 2005 relates primarily to salary and benefits, including health care costs; information technology and telecommunication costs; and higher public company expenses, including accounting and legal fees. The Company also had increased selling expenses related to its Paper Tyger and E-Poxy sales offices as well as a proportionate increase in commissions associated with the increased revenues in fiscal 2005.
Bad debt expense, net of recoveries, was steady at $167,000 in fiscal 2006 compared to $166,000 in fiscal 2005 and $397,000 in fiscal 2004. The decrease in 2005 was a result of managements strict adherence to credit policies and guidelines as well as continued focus and active management and maintenance of the accounts receivable function.
Stock Based Compensation
The Company recorded non-cash stock based compensation expense in the amount of $1,735,000 in fiscal 2006. This charge relates to the issuance of 98,250 shares of Company stock to
16
certain key members of management and 6,100 shares to members of the Board of Directors in recognition of services performed during fiscal years 2002 through 2005. The Company is also ratably recognizing expense for additional stock based compensation granted to members of the Board of Directors and key members of management. The Board of Directors stock based compensation is for services from February 2006 through January 2007. Stock based compensation for key members of management is based on the fiscal year 2006 results and is vesting over the period from February 2006 through August 31, 2008.
Deferred Compensation Expense
During the first quarter of fiscal 2006, the Company recorded a gain of $403,000 realized on the surrender of two split dollar life insurance policies in accordance with the terms of a November 2005 agreement between the Company and a former officers widow. In surrendering the policies, the Company received approximately $1,790,000 in cash in the quarter ended February 28, 2006 and has agreed to pay the former officers widow an annuity payment in the amount of $37,500 per quarter beginning October 31, 2005. The present value of the expected quarterly payments resulted in a deferred compensation charge of $1,217,000, which was recorded as an expense by the Company in the first quarter of fiscal 2006. Accordingly, the net expense of the surrender of the two life insurance polices was $814,000.
The $1,790,000 in additional cash provided the Company with increased flexibility in building its core businesses and looking for strategic acquisitions. Furthermore, by surrendering these two split dollar life insurance policies, the Company can cease making premium payments on these policies which are not currently tax deductible and will now receive a tax deduction on the quarterly annuity payments as they are made.
Legal Settlement
On June 14, 2005, the Company filed a stipulation of dismissal with prejudice resolving outstanding litigation with Tyco Adhesives arising out of Tycos allegations that the Company had improperly used Tyco trade secrets and confidential information. The Company had denied all liability and vigorously defended the case. While believing that it had meritorious defenses to Tycos claims, in a settlement agreement effective June 5, 2005, the Company and two of its former employees settled the matter prior to trial for a cash payment of $520,000 to avoid a prolonged and expensive trial. The settlement releases the Company as well as the two former employees for liability for all past actions. The Company also agreed not to use Tycos trade secrets and confidential information with respect to the pressure sensitive tape business in the future. The Company believes that this restriction will not interfere with planned future business activities.
Loss on Impairment of Goodwill
As discussed in the notes of the Companys consolidated financial statements, the Company concluded the carrying amount of goodwill for the Northeast Quality Products (NEQP) division was not fully recoverable and an impairment charge of $457,000 was recorded as of May 31, 2006. Goodwill related to NEQP, having a pre-impairment book value of $1,117,000, was written down to its fair value of $660,000.
In fiscal year 2004, the Company recorded a $579,000 charge related to the impairment of goodwill in connection with its sale of Sunburst. Goodwill related to Sunburst, having a pre-impairment book value of $1,412,000, was written down to its fair value of $833,000, which was realized upon the December 10, 2003 sale of Sunburst. The impairment was recorded in the Companys first fiscal quarter ended November 30, 2003 while the effective date of the sale of Sunburst was December 1, 2003.
17
Interest Expense
Interest expense was $1,018,000 in fiscal 2006 compared to $496,000 and $346,000 in fiscal 2005 and 2004, respectively. The increase in interest expense is a direct result of (a) increased debt due to the October 2005 acquisition of Concoat (b) increased debt from the April 2005 acquisition of E-Poxy and (c) rising interest rates over the past two years. The increase in interest expense was partially offset by the Companys ability to reduce overall debt balances through principal payments from operating cash flows. The Company anticipates interest expense in fiscal 2007 to be comparable to fiscal 2006 due in part to additional borrowings related to its acquisition of Capital Services in September 2006 offset by the Companys ability to pay down its debt through operating cash flows and receive the benefits from favorable borrowing rates from its financial institutions.
Other Income (Expense)
Other income increased $15,000 to $183,000 for the year ended August 31, 2006 compared to $168,000 in the prior year. Other income consists predominantly of monthly rental income of $11,900 on property (building and land) owned by the Company and leased to Sunburst Electronic Manufacturing Solutions, Inc. under a 36 month rental agreement entered into in conjunction with the Companys sale of Sunburst in December 2003. The fiscal year 2006 increase in other income consists primarily of bank interest earned by the Companys Humiseal Europe division.
Income Taxes
The effective tax rate for fiscal 2006 was 32.0% compared to 37.0% and 40.0% in fiscal 2005 and 2004, respectively. In all three years, the Company has received the benefit of strong export sales and foreign tax credits. In fiscal 2004, the sale of Sunburst created a capital loss carryforward for income tax purposes of approximately $1.3 million. This capital loss expires in 2008 and will be used to offset any capital gains generated by the Company in future periods. In November 2005, the Company concluded that it was more likely than not that the total deferred tax asset in the form of capital loss carryforwards of $1.7 million would be realized prior to its expiration in 2008 as a result of the anticipated sale of real property currently owned by the Company. Accordingly, the valuation allowance previously recorded against this deferred tax asset was reversed in fiscal 2006 resulting in a tax benefit of $635,000. As a result, the effective tax rate in fiscal year 2006 is 38% with a net effective rate after reversal of the valuation allowance of approximately 32% compared to 37% in fiscal year 2005.
Income (Loss) from Unconsolidated Joint Venture
The income (loss) from unconsolidated joint venture relates to a 42% equity position in the Stewart Group, Inc. (SGI), located in Toronto, Canada, and held by the Company until 2005. In fiscal 1995, the Company formed SGI as a joint venture with The Stewart Group, Ltd. of Canada, to produce various products for the fiber optic cable market. In accordance with the Companys accounting policies, the carrying value of this investment was reviewed periodically or whenever events or changes in circumstances indicated that the carrying value of the asset may not be recoverable and impairment may exist.
In fiscal year 2004, an impairment of $500,000 related to the Companys investment in SGI was recorded due to changes in SGIs projected future cash flows due to the expected future loss of a key customer. This impairment charge was determined based upon an updated understanding of SGIs businesses through discussions with SGIs majority shareholder as well as an analysis of SGIs projected future cash flows.
In May 2005, the Company recorded an impairment charge of $83,000 related to the Companys investment in SGI as discussed above.
In June 2005, the Company sold all of its remaining investment interest in SGI to the majority shareholder of SGI (SGL Holdings Ltd.) for $450,000 plus potential additional contingent consideration
18
as defined in the Share Purchase Agreement between the parties. Through August 31, 2006, the threshold required for additional consideration had not been met.
Net Income
Net income in fiscal 2006 increased $1.3 million or 28% to $6.1 million compared to $4.8 million in fiscal 2005. The increase in net income in the current year is primarily due to increased revenue growth in the Companys core product lines coupled with the Companys ability to leverage its fixed costs. These benefits were partially offset by the loss on impairment of goodwill from NEQP of $457,000, stock based compensation of $1,735,000 and deferred compensation expense of $814,000 as discussed previously. Additionally, the Company received the benefit of a lower effective tax rate for the year ended August 31, 2006 which is also discussed above.
Net income in fiscal 2005 increased 3% compared to fiscal year 2004. The increase in net income in the year ended August 31, 2005 is a direct result of three significant charges recorded in fiscal 2004: (a) the impairment of the Companys investment in unconsolidated joint venture, SGI, of $500,000 (b) the impairment of goodwill related to Sunburst of $579,000, and (c) the after tax losses of the Companys Canadian operations, which were approximately $498,000 in fiscal 2004, that did not recur in fiscal 2005, offset by the legal settlement and increased raw material costs and overall higher costs of products and services sold in fiscal 2005.
Liquidity and Sources of Capital
The Companys cash balance increased $1,569,000 to $2,416,000 at August 31, 2006 from $847,000 at August 31, 2005. Generally, the Company manages its borrowings and payments under its revolving line of credit in order to maintain a low cash balance. The higher cash balance at August 31, 2006 was primarily the result of the cash acquired as part of the Humiseal Europe acquisition as well as cash flow generated by this operation during the year. Management is currently reviewing the best use of cash in light of current tax guidelines.
Cash flow provided by operations was $10,348,000 for the year ended August 31, 2006 compared to $6,376,000 in the prior year. Cash provided by operations during fiscal year 2006 was primarily due to operating income offset by increased inventory and accounts receivable balances which were higher due to an increase in sales volume.
The ratio of current assets to current liabilities was 2.1 as of August 31, 2006 compared to 2.6 as of August 31, 2005. The decrease in the Companys current ratio is primarily attributable to increases in accounts payable, accrued expenses including accrued income taxes and current portion of long term debt which exceeded increases to cash, inventory and accounts receivable. The increase in accounts payable was primarily related to inventory purchases at the end of the year necessary for expected increases in orders in the first quarter of fiscal 2007. Income taxes payable was higher as a result of increased fourth quarter profit in fiscal 2006 compared to fiscal 2005. The current portion of long-term debt also had increased due to the borrowing related to the Concoat acquisition.
Cash flow used in investing activities of $8,752,000 was primarily due to purchases of property, plant and equipment and the acquisition of the Concoat business, offset by cash received from the settlement of cash surrender value life insurance policies.
Cash flow used in financing activities of $159,000 was primarily due to the new term loan used to fund the Companys acquisition of Concoat, offset by (a) payments made on the term loan and the Companys line of credit arrangement; (b) payments of minimum taxes on stock grants and stock options; and (c) payment of the annual dividend.
On October 17, 2005, the Company announced a cash dividend of $0.35 per share (totaling approximately $1,358,000) to shareholders of record on October 31, 2005 which was paid on December 5, 2005.
19
On October 16, 2006, the Company announced a cash dividend of $0.40 per share (totaling approximately $1,598,000) to shareholders of record on October 31, 2006 and payable on December 4, 2006.
The Company continues to have long-term unsecured credit available up to a maximum amount of $10 million at the banks base lending rate or, at the option of the Company, at the effective London Interbank Offered Rate (LIBOR) or Eurodollar rate plus 1.5 percent, or at the effective 30-day LIBOR rate plus 1.75 percent. The outstanding balance and weighted average interest rate of outstanding balances on this credit facility was $4.8 million and 6.84%, respectively, at August 31, 2006. The Company had $5.2 million in available credit at August 31, 2006 under this credit facility and plans to use this availability to help finance its cash needs in fiscal 2007. The outstanding balance on this long-term unsecured credit facility is included in scheduled principal payments at its maturity. On February 28, 2006, the Company executed an amendment to this credit facility, extending its maturity to March 31, 2009.
As of October 31, 2006, the Company had $6.9 million in available credit under this credit facility.
Under the terms of the Companys credit facility, the Company must comply with certain debt covenants related to (a) the ratio of total liabilities to tangible net worth and (b) the ratio of operating cash flow to debt service on a rolling twelve month basis. The Company was in compliance with its debt covenants as of August 31, 2006.
In addition to this primary credit facility, the Company borrowed $7.8 million from Citizens Bank of Massachusetts in October 2005 in order to fund its acquisition of Concoat Holdings Limited. This borrowing involved an unsecured, five year term note with interest payments due monthly and principal payments due quarterly. Interest is calculated at the applicable LIBOR rate plus a margin of 1.5% per annum. In addition to interest payments, which are due monthly, Chase Corporation must make quarterly payments of principal in the amount of $390,000 on each quarterly anniversary of the first interest payment date during the term of the note. The outstanding balance and weighted average interest rate of outstanding balances on this credit facility was $6.6 million and 6.90%, respectively, at August 31, 2006.
In September 2006 (fiscal 2007), the Company borrowed $1.8 million from Bank of America in order to fund its acquisition of Capital Services Joint Systems. This borrowing involved an unsecured, five year term note with interest payments due monthly and principal payments due quarterly. Interest is calculated at the applicable LIBOR rate plus a margin of 1.5% per annum. Interest payments are due on the first day of each month. In addition to monthly interest payments, Chase Corporation must make quarterly payments of principal in the amount of $112,500 on each quarterly anniversary of the first interest payment date during the term of the note. The loan is subject to certain debt covenants similar to the Companys credit facility as discussed above. Prepayment of the note is allowed at any time during the term of the loan.
To the extent that interest rates increase in future periods, the Company will assess the impact of these higher interest rates on the financial and cash flow projections of its potential acquisitions.
The Company does not have any significant off balance sheet arrangements.
The Company has no significant capital commitments in fiscal 2007 but plans on adding additional machinery and equipment as needed to increase capacity or to enhance operating efficiencies in its manufacturing plants. Additionally, the Company may consider the acquisitions of companies or other assets in fiscal 2007 which are complementary to its business. The Company believes that its existing resources, including its primary credit facility, together with cash generated from operations and additional bank borrowings, will be sufficient to fund its cash flow requirements through at least the next twelve months. However, there can be no assurances that such financing will be available at favorable terms, if at all.
20
The following table summarizes the Companys contractual cash obligations at August 31, 2006 and the effect such obligations are expected to have on its liquidity and cash flow in future periods. The table below does not reflect the long term debt under the five year Bank of America note related to the acquisition of Capital Services discussed above since it was entered into after the end of fiscal 2006.
Contractual Obligations |
|
|
|
Total |
|
Payments Due |
|
Payments Due |
|
Payments Due |
|
Payments |
|
|||||||||||
Long-term debt |
|
$ |
13,223,000 |
|
|
$ |
2,935,000 |
|
|
$ |
9,898,000 |
|
|
$ |
390,000 |
|
|
|
$ |
|
|
|
||
Operating leases |
|
1,918,000 |
|
|
529,000 |
|
|
889,000 |
|
|
180,000 |
|
|
|
320,000 |
|
|
|||||||
|
|
$ |
15,141,000 |
|
|
$ |
3,464,000 |
|
|
$ |
10,787,000 |
|
|
$ |
570,000 |
|
|
|
$ |
320,000 |
|
|
Recently Issued Accounting Standards
In September 2006, the FASB issued SFAS No. 158, Employers Accounting for Defined Benefit Pension and Other Postretirement Plans (FAS 158). FAS 158 requires employers to fully recognize the obligations associated with single-employer defined benefit pension, retiree healthcare and other postretirement plans in their financial statements. The provisions of FAS 158 are effective as of the end of the fiscal year ending August 31, 2007. The Company is currently evaluating the impact of the provisions of FAS 158.
In September 2006, the FASB issued Statement of Financial Accounting Standard (SFAS) No. 157, Fair Value Measurements (FAS 157). FAS 157 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements. The provisions of FAS 157 are effective for the fiscal year beginning September 1, 2008. The Company is currently evaluating the impact of the provisions of FAS 157.
In September 2006, the FASB issued Staff Accounting Bulletin (SAB) No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, which provides interpretive guidance on the consideration of the effects of prior year misstatements in quantifying current year misstatements for the purpose of a materiality assessment. We will be required to initially apply SAB No. 108 during fiscal year 2007. The Company is assessing the impact, if any, the adoption of SAB No. 108 will have on its financial position and results of operations.
In June 2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxesan Interpretation of FASB Statement No. 109 (FIN 48). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an entitys financial statements in accordance with FASB Statement No. 109, Accounting for Income Taxes. FIN 48 prescribes that a company should use a more-likely-than-not recognition threshold based on the technical merits of the tax position taken. Tax positions that meet the more-likely-than-not threshold should be measured in order to determine the tax benefit to be recognized in the financial statements. FIN 48 is effective for fiscal years beginning after December 15, 2006. The Company is currently evaluating the impact of FIN 48 on its results of operations, financial position and cash flows.
In May 2005, FASB issued FASB Interpretation No. 47, Accounting for Conditional Asset Retirement Obligationsan Interpretation of FASB Statement No. 143 (FIN 47). FIN 47 clarifies that the term conditional asset retirement obligations used in FASB Statement 143, Accounting for Asset Retirement Obligations, refers to a legal obligation to perform an asset retirement activity in which the timing and (or) method of settlement are conditional on a future event that may or may not be within the control of the entity. Accordingly, an entity is required to recognize a liability for the fair value of a conditional asset retirement obligation if the fair value of the liability can be reasonably estimated.
21
FIN 47 is effective for fiscal years ending after December 15, 2005. The adoption of FIN 47 has not had a material effect on the Companys results of operations, financial position or cash flows.
Critical Accounting Policies, Judgments, and Estimates
The U.S. Securities and Exchange Commission (SEC) requires companies to provide additional disclosure and commentary on their most critical accounting policies. The SEC has defined the most critical accounting policies as the ones that are most important to the portrayal of a companys financial condition and operating results, and require management to make its most significant estimates and judgments in the preparation of its consolidated financial statements. The Companys critical accounting policies are described below.
Accounts Receivable
The Company evaluates the collectibility of accounts receivable balances based on a combination of factors. In cases where the Company is aware of circumstances that may impair a specific customers ability to meet its financial obligations to it, a specific allowance against amounts due to the Company is recorded, and thereby reduces the net recognized receivable to the amount the Company reasonably believes will be collected. For all other customers, the Company recognizes allowances for doubtful accounts based on the length of time the receivables are past due, industry and geographic concentrations, the current business environment and its historical experience. If the financial condition of the Companys customers deteriorates or if economic conditions worsen, additional allowances may be required in the future, which could have an adverse impact on the future operating results of the Company.
Inventories
The Company values inventory at the lower of cost or market using the first-in, first-out (FIFO) method. Management assesses the recoverability of inventory based on types and levels of inventory held, forecasted demand and changes in technology. These assessments require management judgments and estimates, and valuation adjustments for excess and obsolete inventory may be recorded based on these assessments. The Company estimates excess and obsolescence exposures based upon assumptions about future demand, product transitions, and market conditions and records reserves to reduce inventories to their estimated net realizable value. The failure to accurately forecast demand may lead to additional excess and obsolete inventory and future charges.
Goodwill, Intangible Assets, and Other Long-Lived Assets
Long-lived assets consist of goodwill, identifiable intangible assets, trademarks, patents and agreements and property, plant, and equipment. Intangible assets and property, plant, and equipment, excluding goodwill, are amortized using the straight-line method over their estimated useful life. The Company reviews long-lived assets and all intangible assets for impairment whenever events or changes in circumstances indicate the carrying amount of such assets may not be recoverable. Goodwill is also reviewed at least annually for impairment. Factors which the Company considers important and that could trigger an impairment review include significant underperformance relative to expected historical or projected future operating results, and significant negative industry or economic trends. The Company determines whether an impairment has occurred based on gross expected future cash flows, and measures the amount of the impairment based on the related future discounted cash flows. The cash flow estimates used to determine impairment, if any, contain managements best estimates, using appropriate and customary assumptions and projections at the time. (See notes to consolidated financial statements.)
The estimates of expected cash flows require the Company to make significant judgments regarding future periods that are subject to some factors outside of the Companys control. Changes in
22
these estimates can result in significant revisions to the carrying value of these assets and may result in material charges to the results of operations.
Revenue Recognition
The Company recognizes revenue at the time of shipment which is typically when persuasive evidence of an arrangement exists, performance of its obligation is complete, its price to the buyer is fixed or determinable, and the Company is reasonably assured of collecting. If a loss is anticipated on any contract, a provision for the entire loss is made immediately. Revenue recognition involves judgments and assessments of expected returns, and the likelihood of nonpayment due to insolvent customers. The Company analyzes various factors, including a review of specific transactions, historical experience, creditworthiness of customers and current market and economic conditions in determining when to recognize revenue. Changes in judgments on these factors could impact the timing and amount of revenue recognized with a resulting impact on the timing and amount of associated income. Commissions are recognized when earned and confirmed on commission statements received from the manufacturers represented. Royalty revenue is recognized based on licensee production statements received from the authorized manufacturers. Billed shipping and handling fees are recorded as sales revenue with the associated costs recorded as costs of products and services sold.
The Company evaluates the need for a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized. The Company has considered future taxable income and ongoing prudent and feasible tax planning strategies in assessing the need for a valuation allowance. Should the Company determine that it would not be able to realize all or part of its net deferred tax asset in the future, an adjustment to the deferred tax asset would be charged to income in the period such determination was made.
Pension Benefits
The Company sponsors a non-contributory defined benefit pension plan (Pension Plan) covering substantially all employees of certain businesses of the Company. In calculating its retirement plan obligations and related expense, the Company makes various assumptions and estimates. These assumptions include discount rates, benefits earned, expected return on plan assets, mortality rates, and other factors. While management believes that the assumptions used are appropriate, differences in actual experience or changes in assumptions may affect the Companys pension obligations and future expense.
Inflation has not had a significant long-term impact on earnings. In the event of significant inflation, the Companys efforts to recover cost increases would be hampered as a result of the competitive nature of the industries in which it operates.
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-K (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
23
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 customer plans and commitments; the pricing and availability of equipment, materials and inventories; the impact of acquisitions on the Companys business and results of operations; technological developments; performance issues with suppliers and subcontractors; the ability of the Company to renew its existing credit facilities or to obtain new or additional financing as needed; economic growth; delays in testing of new products; rapid technology changes and the highly competitive environment in which the Company operates. These risks and uncertainties also include those risks outlined under Item 1A (Risk Factors) of this Annual Report on Form 10-K. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made.
ITEM 7AQUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company limits the amount of credit exposure to any one issuer. At August 31, 2006, other than the Companys restricted investments (which are restricted for use in a non qualified retirement savings plan for certain key employees and Directors), all of the Companys funds were in demand deposit accounts. If the Company places its funds in other than demand deposit accounts, it uses instruments that meet high credit quality standards such as money market funds, government securities, and commercial paper.
The Companys domestic operations have limited currency exposure since all invoices are denominated in U.S. dollars. With the addition of the Companys UK operations (Humiseal Europe, formerly Concoat) in fiscal 2006, the exposure to currency exchange fluctuation has increased. The Company is reviewing its policies and procedures to reduce this exposure while maintaining the benefit from this operation and sales to other European customers. Historically, the Company has maintained minimal cash balances outside the U.S. As of August 31, 2006, the Company had cash balances in the United Kingdom for its Humiseal Europe division denominated primarily in pounds sterling and equal to US $2,243,000. The Company expects to reduce this balance in fiscal 2007 by using the cash to pay down debt or for other strategic acquisitions.
The Company incurred a foreign currency translation gain in the year ended August 31, 2006 in the amount of $814,000 related to its Humiseal Europe division which is recorded in other comprehensive income (loss) within the Companys Statement of Stockholders Equity. The Company does not have or utilize any derivative financial instruments for speculative or trading purposes.
24
ITEM 8FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following Consolidated Financial Statements of Chase Corporation are filed as part of this Report on Form 10-K:
Index to Consolidated Financial Statements:
|
Page No. |
||
Report of Independent Registered Public Accounting FirmPricewaterhouseCoopers LLP |
|
26 |
|
|
27 |
|
|
|
28 |
|
|
|
29 |
|
|
|
30 |
|
|
|
31 |
|
25
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors of Chase Corporation:
In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, stockholders equity and cash flows present fairly, in all material respects, the financial position of Chase Corporation and its subsidiaries at August 31, 2006 and 2005, and the results of their operations and their cash flows for each of the three years in the period ended August 31, 2006 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
/s/ PRICEWATERHOUSECOOPERS LLP
November 17, 2006
26
CHASE CORPORATION
CONSOLIDATED BALANCE SHEETS
|
|
August 31, |
|
||||
|
|
2006 |
|
2005 |
|
||
ASSETS |
|
|
|
|
|
||
Current Assets: |
|
|
|
|
|
||
Cash |
|
$ |
2,416,097 |
|
$ |
847,001 |
|
Accounts receivable, less allowance for doubtful accounts of $512,317 and $345,709 |
|
15,573,669 |
|
12,816,464 |
|
||
Inventories |
|
16,627,393 |
|
13,889,339 |
|
||
Prepaid expenses and other current assets |
|
526,874 |
|
1,389,981 |
|
||
Deferred income taxes |
|
535,294 |
|
349,241 |
|
||
Total current assets |
|
35,679,327 |
|
29,292,026 |
|
||
Property, plant and equipment, net |
|
18,470,875 |
|
18,589,482 |
|
||
Other Assets |
|
|
|
|
|
||
Goodwill |
|
12,983,323 |
|
8,178,373 |
|
||
Intangible assets, less accumulated amortization of $2,116,873 and $1,414,680 |
|
6,093,678 |
|
1,351,959 |
|
||
Cash surrender value of life insurance |
|
4,074,619 |
|
4,907,590 |
|
||
Restricted investments |
|
1,355,005 |
|
1,325,457 |
|
||
Other assets |
|
180,270 |
|
282,466 |
|
||
|
|
$ |
78,837,097 |
|
$ |
63,927,353 |
|
LIABILITIES AND STOCKHOLDERS EQUITY |
|
|
|
|
|
||
Current Liabilities |
|
|
|
|
|
||
Accounts payable |
|
$ |
8,033,683 |
|
$ |
5,492,470 |
|
Accrued payroll and other compensation |
|
2,029,357 |
|
1,673,000 |
|
||
Accrued expensescurrent |
|
2,721,528 |
|
1,604,515 |
|
||
Accrued income taxes |
|
1,134,617 |
|
198,250 |
|
||
Accrued pension expensecurrent |
|
384,000 |
|
354,531 |
|
||
Current portion of long-term debt |
|
2,935,000 |
|
2,030,068 |
|
||
Total current liabilities |
|
17,238,185 |
|
11,352,834 |
|
||
Long-term debt, less current portion |
|
10,288,179 |
|
9,568,750 |
|
||
Deferred compensation |
|
2,271,903 |
|
1,325,457 |
|
||
Accrued pension expense |
|
830,838 |
|
2,343,397 |
|
||
Accrued expenses |
|
446,202 |
|
|
|
||
Deferred income taxes |
|
1,688,038 |
|
496,980 |
|
||
Commitments and Contingencies (Notes 6, 8 and 18) |
|
|
|
|
|
||
Stockholders Equity |
|
|
|
|
|
||
First Serial Preferred Stock, $1.00 par value: Authorized 100,000 shares; none issued |
|
|
|
|
|
||
Common stock, $.10 par value: Authorized 10,000,000 shares; 3,899,423 in 2006 and 3,818,665 in 2005 issued and outstanding |
|
389,942 |
|
381,866 |
|
||
Additional paid-in capital |
|
1,267,508 |
|
180,435 |
|
||
Accumulated other comprehensive income (loss) |
|
893,887 |
|
(489,043 |
) |
||
Retained earnings |
|
43,522,415 |
|
38,766,677 |
|
||
Total stockholders equity |
|
46,073,752 |
|
38,839,935 |
|
||
Total liabilities and stockholders equity |
|
$ |
78,837,097 |
|
$ |
63,927,353 |
|
See accompanying notes to the consolidated financial statements.
27
CHASE CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
|
|
Years Ended August 31, |
|
|||||||
|
|
2006 |
|
2005 |
|
2004 |
|
|||
Revenue |
|
|
|
|
|
|
|
|||
Sales |
|
$ |
107,160,497 |
|
$ |
90,240,719 |
|
$ |
85,887,635 |
|
Royalty and commissions |
|
1,281,868 |
|
1,148,492 |
|
1,196,009 |
|
|||
|
|
108,442,365 |
|
91,389,211 |
|
87,083,644 |
|
|||
Costs and Expenses |
|
|
|
|
|
|
|
|||
Cost of products and services sold |
|
77,608,493 |
|
66,223,612 |
|
61,748,527 |
|
|||
Selling, general and administrative expenses |
|
19,764,707 |
|
16,633,882 |
|
15,887,050 |
|
|||
Deferred compensation expense, net |
|
814,034 |
|
|
|
|
|
|||
Legal settlement |
|
|
|
520,000 |
|
|
|
|||
Loss on impairment of goodwill |
|
457,000 |
|
|
|
579,182 |
|
|||
Operating income |
|
9,798,131 |
|
8,011,717 |
|
8,868,885 |
|
|||
Interest expense |
|
(1,017,654 |
) |
(495,653 |
) |
(345,918 |
) |
|||
Other (expense)/income |
|
183,594 |
|
167,844 |
|
(13,316 |
) |
|||
Income before income taxes and minority interest |
|
8,964,071 |
|
7,683,908 |
|
8,509,651 |
|
|||
Income taxes |
|
2,850,082 |
|
2,834,913 |
|
3,408,200 |
|
|||
Income before minority interest |
|
6,113,989 |
|
4,848,995 |
|
5,101,451 |
|
|||
Loss on impairment of unconsolidated joint venture |
|
|
|
(83,218 |
) |
(500,000 |
) |
|||
Income from unconsolidated joint venture |
|
|
|
22,487 |
|
25,965 |
|
|||
Net income |
|
$ |
6,113,989 |
|
$ |
4,788,264 |
|
$ |
4,627,416 |
|
Net income per common and common equivalent share |
|
|
|
|
|
|
|
|||
Basic |
|
$ |
1.57 |
|
$ |
1.27 |
|
$ |
1.22 |
|
Diluted |
|
$ |
1.53 |
|
$ |
1.22 |
|
$ |
1.16 |
|
Weighted average shares outstanding |
|
|
|
|
|
|
|
|||
Basic |
|
3,885,166 |
|
3,782,267 |
|
3,787,023 |
|
|||
Diluted |
|
3,983,607 |
|
3,909,751 |
|
4,005,011 |
|
See accompanying notes to the consolidated financial statements.
28
CHASE CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
|
|
|
|
|
|
Additional |
|
|
|
|
|
Accumulated |
|
|
|
Total |
|
|
|
|||||||||||||
|
|
Common Stock |
|
Paid-In |
|
Treasury Stock |
|
Comprehensive |
|
Retained |
|
Stockholders |
|
Comprehensive |
|
|||||||||||||||||
|
|
Shares |
|
Amount |
|
Capital |
|
Shares |
|
Amount |
|
Income (loss) |
|
Earnings |
|
Equity |
|
Income |
|
|||||||||||||
Balance at August 31, 2003 |
|
5,135,901 |
|
513,590 |
|
$ |
4,342,224 |
|
1,088,584 |
|
$ |
(4,687,565 |
) |
|
$ |
(151,014 |
) |
|
$ |
37,592,263 |
|
|
$ |
37,609,498 |
|
|
|
|
|
|
||
Exercise of stock options |
|
207,038 |
|
20,704 |
|
1,409,683 |
|
|
|
|
|
|
|
|
|
|
|
|
1,430,387 |
|
|
|
|
|
|
|||||||
Stock based compensation |
|
|
|
|
|
98,426 |
|
|
|
|
|
|
|
|
|
|
|
|
98,426 |
|
|
|
|
|
|
|||||||
Tax benefit from exercise of stock options |
|
|
|
|
|
577,951 |
|
|
|
|
|
|
|
|
|
|
|
|
577,951 |
|
|
|
|
|
|
|||||||
Acquisition of common stock |
|
|
|
|
|
|
|
250,000 |
|
(3,255,125 |
) |
|
|
|
|
|
|
|
(3,255,125 |
) |
|
|
|
|
|
|||||||
Common stock received for sale of Sunburst |
|
|
|
|
|
|
|
230,406 |
|
(3,000,000 |
) |
|
|
|
|
|
|
|
(3,000,000 |
) |
|
|
|
|
|
|||||||
Cash dividend paid , $0.31 per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,254,841 |
) |
|
(1,254,841 |
) |
|
|
|
|
|
|||||||
Reclassification of treasury stock to common stock |
|
(1,568,990 |
) |
(156,899 |
) |
$ |
(6,428,284 |
) |
(1,568,990 |
) |
10,942,690 |
|
|
|
|
|
(4,357,507 |
) |
|
|
|
|
|
|
|
|
||||||
Currency translation adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
151,014 |
|
|
|
|
|
151,014 |
|
|
|
$ |
151,014 |
|
|
||||||
Unrealized loss on marketable securities |
|
|
|
|
|
|
|
|
|
|
|
|
(4,866 |
) |
|
|
|
|
(4,866 |
) |
|
|
(4,866 |
) |
|
|||||||
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,627,416 |
|
|
4,627,416 |
|
|
|
4,627,416 |
|
|
|||||||
Comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
4,773,564 |
|
|
||||||
Balance at August 31, 2004 |
|
3,773,949 |
|
$ |
377,395 |
|
$ |
|
|
|
|
$ |
|
|
|
$ |
(4,866 |
) |
|
$ |
36,607,331 |
|
|
$ |
36,979,860 |
|
|
|
|
|
|
|
Common stock received to pay stautory minimum withholding taxes on restricted stock |
|
(79,375 |
) |
(7,938 |
) |
|
|
|
|
|
|
|
|
|
|
(1,315,243 |
) |
|
(1,323,181 |
) |
|
|
|
|
|
|||||||
Exercise of stock options |
|
210,925 |
|
21,092 |
|
1,111,645 |
|
|
|
|
|
|
|
|
|
|
|
|
1,132,737 |
|
|
|
|
|
|
|||||||
Shares withheld to pay statutory minimum taxes |
|
(38,514 |
) |
(3,851 |
) |
(628,239 |
) |
|
|
|
|
|
|
|
|
|
|
|
(632,090 |
) |
|
|
|
|
|
|||||||
Tax benefit from exercise of stock options |
|
|
|
|
|
820,789 |
|
|
|
|
|
|
|
|
|
|
|
|
820,789 |
|
|
|
|
|
|
|||||||
Non deductible compensation related to Restricted Stock |
|
|
|
|
|
(336,296 |
) |
|
|
|
|
|
|
|
|
|
|
|
(336,296 |
) |
|
|
|
|
|
|||||||
Common stock received for payment of stock option exercise |
|
(48,320 |
) |
(4,832 |
) |
(787,464 |
) |
|
|
|
|
|
|
|
|
|
|
|
(792,296 |
) |
|
|
|
|
|
|||||||
Cash dividend paid , $0.35 per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,313,675 |
) |
|
(1,313,675 |
) |
|
|
|
|
|
|||||||
Unrealized gain on marketable securities, net of tax |
|
|
|
|
|
|
|
|
|
|
|
|
75,515 |
|
|
|
|
|
75,515 |
|
|
|
$ |
75,515 |
|
|
||||||
Increase in minimum pension liability, net of tax |
|
|
|
|
|
|
|
|
|
|
|
|
(559,692 |
) |
|
|
|
|
(559,692 |
) |
|
|
(559,692 |
) |
|
|||||||
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,788,264 |
|
|
4,788,264 |
|
|
|
4,788,264 |
|
|
|||||||
Comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
4,304,087 |
|
|
||||||
Balance at August 31, 2005 |
|
3,818,665 |
|
$ |
381,866 |
|
$ |
180,435 |
|
|
|
$ |
|
|
|
$ |
(489,043 |
) |
|
$ |
38,766,677 |
|
|
$ |
38,839,935 |
|
|
|
|
|
|
|
Management stock grant |
|
98,520 |
|
9,852 |
|
1,417,703 |
|
|
|
|
|
|
|
|
|
|
|
|
1,427,555 |
|
|
|
|
|
|
|||||||
Exercise of stock options |
|
26,072 |
|
2,607 |
|
271,150 |
|
|
|
|
|
|
|
|
|
|
|
|
273,757 |
|
|
|
|
|
|
|||||||
Tax benefit from exercise of stock options |
|
|
|
|
|
36,795 |
|
|
|
|
|
|
|
|
|
|
|
|
36,795 |
|
|
|
|
|
|
|||||||
Common stock received for payment of stock option exercise |
|
(11,697 |
) |
(1,170 |
) |
(171,356 |
) |
|
|
|
|
|
|
|
|
|
|
|
(172,526 |
) |
|
|
|
|
|
|||||||
Common stock received to pay stautory minimum withholding taxes on common stock |
|
(38,264 |
) |
(3,826 |
) |
(559,124 |
) |
|
|
|
|
|
|
|
|
|
|
|
(562,950 |
) |
|
|
|
|
|
|||||||
Board of Directors stock grant |
|
6,127 |
|
613 |
|
91,905 |
|
|
|
|
|
|
|
|
|
|
|
|
92,518 |
|
|
|
|
|
|
|||||||
Cash dividend paid , $0.35 per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,358,251 |
) |
|
(1,358,251 |
) |
|
|
|
|
|
|||||||
Foreign currency translation adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
813,901 |
|
|
|
|
|
813,901 |
|
|
|
$ |
813,901 |
|
|
||||||
Net unrealized loss on marketable securities, net of tax |
|
|
|
|
|
|
|
|
|
|
|
|
10,389 |
|
|
|
|
|
10,389 |
|
|
|
10,389 |
|
|
|||||||
Decrease in minimum pension liability, net of tax |
|
|
|
|
|
|
|
|
|
|
|
|
558,640 |
|
|
|
|
|
558,640 |
|
|
|
558,640 |
|
|
|||||||
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,113,989 |
|
|
6,113,989 |
|
|
|
6,113,989 |
|
|
|||||||
Comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
7,496,919 |
|
|
||||||
Balance at August 31, 2006 |
|
3,899,423 |
|
$ |
389,942 |
|
$ |
1,267,508 |
|
|
|
|
|
|
$ |
893,887 |
|
|
$ |
43,522,415 |
|
|
$ |
46,073,752 |
|
|
|
|
|
|
See accompanying notes to the consolidated financial statements.
29
CHASE CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOW
|
|
Years Ended August 31, |
|
|||||||
|
|
2006 |
|
2005 |
|
2004 |
|
|||
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
|
|
|
|
|
|||
Net income |
|
$ |
6,113,989 |
|
$ |
4,788,264 |
|
$ |
4,627,416 |
|
Adjustments to reconcile net
income to net cash provided by operating activities |
|
|
|
(22,487 |
) |
(25,965 |
) |
|||
Loss on impairment of unconsolidated joint venture |
|
|
|
83,218 |
|
500,000 |
|
|||
Loss on sale of equipment |
|
(600 |
) |
24,458 |
|
73,860 |
|
|||
Loss on impairment of goodwill |
|
457,000 |
|
|
|
579,182 |
|
|||
Gain on settlement of life insurance policies |
|
(404,833 |
) |
|
|
|
|
|||
Depreciation |
|
2,159,820 |
|
2,029,755 |
|
1,839,526 |
|
|||
Amortization |
|
702,193 |
|
178,716 |
|
149,145 |
|
|||
Provision for losses on trade receivables |
|
131,474 |
|
93,653 |
|
396,697 |
|
|||
Stock issued for compensation |
|
1,520,073 |
|
|
|
98,426 |
|
|||
Excess tax benefit from exercise of stock options |
|
(36,795 |
) |
820,789 |
|
577,951 |
|
|||
Deferred taxes |
|
(629,151 |
) |
(124,525 |
) |
571,883 |
|
|||
Increase (decrease) from changes in assets and liabilities |
|
|
|
|
|
|
|
|||
Accounts receivable |
|
(2,232,227 |
) |
(769,468 |
) |
(1,107,604 |
) |
|||
Inventories |
|
(2,559,232 |
) |
(1,516,552 |
) |
(3,334,127 |
) |
|||
Prepaid expenses & other assets |
|
1,156,100 |
|
(357,385 |
) |
(499,978 |
) |
|||
Accounts payable |
|
1,649,827 |
|
(182,229 |
) |
525,266 |
|
|||
Accrued expenses |
|
240,909 |
|
1,226,680 |
|
1,142,020 |
|
|||
Income taxes payable |
|
1,132,089 |
|
|
|
(781,413 |
) |
|||
Deferred compensation |
|
946,446 |
|
102,746 |
|
185,593 |
|
|||
Net cash provided by operating activities |
|
10,347,872 |
|
6,375,633 |
|
5,517,878 |
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES |
|
|
|
|
|
|
|
|||
Purchases of property, plant and equipment |
|
(1,786,427 |
) |
(3,127,657 |
) |
(3,190,691 |
) |
|||
Purchases of intangible assets |
|
3,275 |
|
|
|
(212,135 |
) |
|||
Payments for acquisitions, net of cash acquired |
|
(8,023,507 |
) |
(693,000 |
) |
(702,125 |
) |
|||
Contingent purchase price for acquisition |
|
(165,683 |
) |
(106,886 |
) |
|
|
|||
Proceeds from sale of equipment |
|
600 |
|
7,500 |
|
15,000 |
|
|||
Investment in restricted investments, net of withdrawals |
|
(19,159 |
) |
(27,231 |
) |
(185,593 |
) |
|||
Proceeds from settlement of CSV life insurance policies |
|
1,787,540 |
|
|
|
|
|
|||
Return of capital of minority interests |
|
|
|
|
|
84,998 |
|
|||
Distributions from investment in minority interests |
|
1,575 |
|
135,034 |
|
|
|
|||
Proceeds from sale of investment in minority interest |
|
|
|
150,000 |
|
|
|
|||
(Increase) decrease in net cash surrender value of life insurance, net |
|
(549,736 |
) |
(779,696 |
) |
651,417 |
|
|||
Net cash used in investing activities |
|
(8,751,522 |
) |
(4,441,936 |
) |
(3,539,129 |
) |
|||
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
|
|
|
|
|||
Borrowings on long-term debt |
|
31,985,683 |
|
25,225,173 |
|
23,945,142 |
|
|||
Payments of principal on debt |
|
(30,361,322 |
) |
(24,789,176 |
) |
(21,008,907 |
) |
|||
Net payments under line-of-credit |
|
|
|
|
|
(596,155 |
) |
|||
Dividend paid |
|
(1,358,251 |
) |
(1,313,675 |
) |
(1,254,841 |
) |
|||
Proceeds from exercise of common stock options |
|
101,231 |
|
340,441 |
|
1,430,387 |
|
|||
Payments of statutory minimum taxes on stock options and restricted stock |
|
(562,950 |
) |
(1,955,271 |
) |
|
|
|||
Excess tax benefit from exercise of stock options |
|
36,795 |
|
|
|
|
|
|||
Repurchase of common stock |
|
|
|
|
|
(3,255,125 |
) |
|||
Net cash used in financing activities |
|
(158,814 |
) |
(2,492,508 |
) |
(739,499 |
) |
|||
INCREASE (DECREASE) IN CASH |
|
1,437,536 |
|
(558,811 |
) |
1,239,250 |
|
|||
Effect of foreign exchange rates on cash |
|
131,560 |
|
|
|
|
|
|||
CASH, BEGINNING OF PERIOD |
|
847,001 |
|
1,405,812 |
|
166,562 |
|
|||
CASH, END OF PERIOD |
|
$ |
2,416,097 |
|
$ |
847,001 |
|
$ |
1,405,812 |
|
See accompanying notes to the consolidated financial statements.
30
CHASE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1Summary of Significant Accounting Policies
The principal accounting policies of Chase Corporation (the Company) and its subsidiaries are as follows:
Products and Markets
The Companys principal products are protective coatings and tape products that are sold in national and international markets. These products consist of: (i) insulating and conducting materials for the manufacture of electrical and telephone wire and cable, and electrical splicing, terminating and repair tapes, which are marketed to wire and cable manufacturers and public utilities; (ii) protective pipe coating tapes and other protectants for valves, regulators, casings, joints, metals, concrete, and wood, which are sold to oil companies, gas utilities and pipeline companies; (iii) protectants for highway bridge deck metal supported surfaces, which are sold to municipal transportation authorities; (iv) moisture protective coatings, which are sold to the electronics industry; (v) laminated, durable papers which are produced and sold primarily to the envelope converting and commercial printing industries and (vi) expansion and control joint systems designed for roads, bridges, stadiums and airport runways. The Companys Electronics Manufacturing Services segment provides assembly and contract manufacturing services to the electronics industry.
Basis of Presentation
The financial statements include the accounts of the Company and its wholly-owned subsidiaries. Investments in unconsolidated companies which are at least 20% owned are carried under the equity method since acquisition or investment. All intercompany transactions and balances have been eliminated in consolidation. The Company uses the U.S. dollar as the functional currency for financial reporting.
Certain amounts reported in prior years have been reclassified to be consistent with the current year presentation. These reclassifications had no effect on the Companys financial position or results of operations.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents
Cash and cash equivalents consist primarily of demand deposits. The Company considers all highly liquid debt instruments purchased with a maturity of three months or less from acquisition date to be cash equivalents. As of August 31, 2006, the Company had cash balances in the United Kingdom for its Humiseal Europe (formerly Concoat) division denominated primarily in pounds sterling and equal to US $2,243,000.
31
CHASE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Accounts Receivable
The Company evaluates the collectibility of accounts receivable balances based on a combination of factors. In cases where the Company is aware of circumstances that may impair a specific customers ability to meet its financial obligations to it, a specific allowance against amounts due to the Company is recorded, and thereby reduces the net recognized receivable to the amount the Company reasonably believes will be collected. For all other customers, the Company recognizes allowances for doubtful accounts based on the length of time the receivables are past due, industry and geographic concentrations, the current business environment and its historical experience. Receivables are written off against these reserves in the period they are determined to be uncollectible.
Inventories
Inventories are stated at the lower of cost or market. Cost is determined using standard costs, which approximates the first-in, first-out (FIFO) method. The Company estimates excess and obsolescence exposures based upon assumptions about future demand, product transitions, and market conditions and records reserves to reduce inventories to their net realizable value based on the results of these evaluations.
Goodwill
The Company accounts for goodwill in accordance with Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets. The Company evaluates the possible impairment of goodwill annually each fourth quarter, and whenever events or circumstances indicate the carrying value of the goodwill may not be recoverable. The Company evaluates the potential impairment of goodwill by comparing the fair value of the reporting unit to its carrying value, including goodwill. If the fair value is less than the carrying value, the Company measures the amount of such impairment by comparing the implied fair value of the goodwill to its carrying value.
Intangible Assets
Intangible assets consist of patents, agreements, formulas, trade names, customer relationships and trademarks. The Company capitalizes costs related to patent applications and technology agreements. The costs of these assets are amortized using the straight-line method over the lesser of the useful life of the asset or its statutory life. Capitalized costs are periodically reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.
Property, Plant and Equipment
Property, plant and equipment are stated at cost and depreciated using the straight-line method over the assets estimated useful lives. Expenditures for maintenance repairs and minor renewals are charged to expense as incurred. Betterments and major renewals are capitalized. Upon retirement or other disposition of assets, related allowances for depreciation and amortization are eliminated from the accounts and any resulting gain or loss is included in the determination of income or loss. The estimated useful lives of property, plant and equipment are as follows:
Buildings |
|
20 to 39 years |
|
Machinery and equipment |
|
3 to 10 years |
|
Leasehold improvements are depreciated over the lesser of the useful life or the term of the lease.
32
CHASE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Investment in Joint Venture
From time to time, the Company makes investments in closely held companies. These investments are recorded on the equity method, to the extent the Company owns less than 50% of the entity, reflecting the Companys original investment and a proportional interest in the net operations of these companies since no public quotations exist for these investments. The carrying values of these investments are periodically reviewed for impairment based upon estimated fair market values. (See Note 14)
Restricted Investments and Deferred Compensation
The Company has a non-qualified deferred savings plan which covers its Board of Directors and selected employees. Participants may elect to defer a portion of their compensation for payment in a future tax year. The plan is funded by trusteed assets that are restricted to the payment of deferred compensation or satisfaction of the Companys general creditors. The Companys restricted investments and corresponding deferred compensation liability under the plan were $1,355,005 and $1,325,457 at August 31, 2006 and 2005, respectively. The Company accounts for the restricted investments as available for sale by recording unrealized gains or losses in stockholders equity.
Revenue Recognition
The Company recognizes revenue at the time of shipment, which is typically when persuasive evidence of an arrangement exists, performance of its obligation is complete, its price to the buyer is fixed or determinable, and the Company is reasonably assured of collecting. If a loss is anticipated on any contract, a provision for the entire loss is made immediately. Revenue recognition involves judgments and assessments of expected returns, and the likelihood of nonpayment due to insolvent customers. The Company analyzes various factors, including a review of specific transactions, historical experience, creditworthiness of customers and current market and economic conditions in determining when to recognize revenue. Changes in judgments on these factors could impact the timing and amount of revenue recognized with a resulting impact on the timing and amount of associated income.
Commissions are recognized based on commission statements received from the manufacturers represented. Royalty revenue is recognized based on licensee production statements received from the authorized manufacturers. Billed shipping and handling fees are recorded as sales revenue with the associated costs recorded as costs of products and services sold.
Research and Product Development Costs
Research and product development costs are expensed as incurred and include primarily engineering salaries, overhead and materials used in connection with research and development projects. Research and development expense amounted to approximately $1,900,000, $1,500,000 and $1,200,000 for the years ended August 31, 2006, 2005 and 2004, respectively.
Pension Plan
The projected unit credit method is utilized for measuring net periodic pension cost over the employees service life.
33
CHASE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Stock Based Compensation
The Company grants stock options to its employees and directors. Such grants are for a fixed number of shares with an exercise price equal to the fair value of the shares at the date of the grant. In December 2004, the Financial Accounting Standards Board (FASB) issued Statement 123 (revised 2004), Share-Based Payment (SFAS 123(R)), which is effective for the Company as of September 1, 2005. The Company has elected the modified prospective approach, as allowed under SFAS 123(R). The adoption of this statement had no impact on the Companys balance sheet or results of operations since all outstanding stock options were fully vested prior to the date the Company adopted SFAS 123(R). Prior to August 31, 2005, the Company accounted for these plans under the recognition and measurement provisions of Accounting Principals Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees, and related Interpretations, as permitted by Financial Accounting Standards Board (FASB) Statement No. 123, Accounting for Stock-Based Compensation. No stock-based employee compensation cost was recognized for employee options granted in the Consolidated Statements of Operations for the years ended August 31, 2005 and 2004, as all options granted under those plans have an exercise price equal to the market value of the underlying common stock on the date of grant.
At a meeting of the Directors of Chase Corporation held on October 17, 2005, the Board authorized a grant of 98,250 shares of common stock to key employees for the achievement of long term results in fiscal years 2002 through 2005. The Compensation and Management Development Committee recommended the award in conjunction with advice from an independent compensation consultant. The grant of common stock was made from the 2001 Senior Management Stock plan. The fair value of the award (based on the market price of the Companys stock on the date of grant) was $1,427,555 and was recorded as an expense in the quarter ending November 30, 2005.
On November 21, 2005, the Companys 2005 Incentive Plan (the Plan) was approved and adopted by the Board of Directors, subject to the approval of the shareholders of the Company. The Companys shareholders approved the plan on February 3, 2006. The Plan permits the grant of stock options, deferred stock, stock payments or other awards to employees, participating officers, directors, consultants and advisors that are linked directly to increases in shareholder value. The aggregate number of shares available under the Plan is 500,000. Additional shares may become available in connection with share splits, share dividends or similar transactions.
At a meeting of the Board of Directors of Chase Corporation held on February 3, 2006, the Compensation and Management Development Committee authorized a grant of 6,127 shares of common stock to members of the Board. These share grants represent compensation for service on the Companys Board of Directors for fiscal years 2002 through 2005. The Compensation and Management Development Committee recommended the award in conjunction with advice from an independent compensation consultant.
Prior to the adoption of SFAS 123(R), the Company applied SFAS 123, amended by SFAS No. 148, Accounting for Stock-Based Compensation - Transition and Disclosure (SFAS 148), which allowed companies to apply the existing accounting rules under APB 25 and related interpretations. In general, as the exercise price of options granted under these plans was equal to the market price of the underlying common stock on the grant date, no share-based employee compensation cost was recognized in its net income. As required by SFAS 148 prior to the adoption of SFAS 123(R), the Company provided pro forma net income and pro forma net income per common share disclosures for share-based awards, as if the fair-value-based method defined in SFAS 123 had been applied.
34
CHASE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following table illustrates the pro forma effect on net income and net income per common share as if the Company had applied the fair value recognition provisions of SFAS 123 to stock-based compensation for periods prior to the Companys adoption of SFAS 123(R):
|
|
Years Ended August 31, |
|
||||
|
|
2005 |
|
2004 |
|
||
Net income, as reported |
|
$ |
4,788,264 |
|
$ |
4,627,416 |
|
Add: Stock based compensation recorded, net of tax |
|
|
|
59,056 |
|
||
Less: Total stock-based compensation costs determined under the fair value based method, net of tax |
|
(617,732 |
) |
(927,357 |
) |
||
Net income, pro forma |
|
$ |
4,170,532 |
|
$ |
3,759,115 |
|
Net income per shareas reported |
|
|
|
|
|
||
Basic |
|
$ |
1.27 |
|
$ |
1.22 |
|
Diluted |
|
$ |
1.22 |
|
$ |
1.16 |
|
Net income per sharepro forma |
|
|
|
|
|
||
Basic |
|
$ |
1.10 |
|
$ |
0.99 |
|
Diluted |
|
$ |
1.07 |
|
$ |
0.94 |
|
The fair value of each option granted was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions for the year ended August 31, 2005. There were no options granted during the fiscal years ending August 31, 2006 and 2004.
|
|
2005 |
|
Expected Dividend yield |
|
3.0 |
% |
Expected life |
|
5 years |
|
Expected volatility |
|
125.0 |
% |
Risk-free interest rate |
|
4.0 |
% |
Translation of Foreign Currency
The financial position and results of operations of the Companys HumiSeal Europe division (previously Concoat) were measured using the British Sterling as the functional currency. Revenues and expenses of the division have been translated at average exchange rates. Assets and liabilities have been translated at the year-end exchange rate. Translation gains and losses are being deferred as a separate component of shareholders equity.
Income Taxes
The Company accounts for income taxes under the asset and liability method. Under this method, a deferred tax asset or liability is determined based upon the differences between the financial statement and tax bases of assets and liabilities as measured by the enacted tax rates that will be in effect when these differences reverse. Tax credits are recorded as a reduction in income taxes. Valuation allowances are provided if, based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.
35
CHASE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Net Income Per Share
Basic net income per share is computed using the weighted average number of common shares outstanding during the period. Diluted net income per share is computed using the weighted average number of common and diluted common equivalent shares outstanding during the period. Dilutive common equivalent shares consist of stock options and restricted stock.
Employee equity share options, nonvested shares, and similar equity instruments granted by the Company are treated as potential common shares outstanding in computing diluted earnings per share. Diluted shares outstanding include the dilutive effect of in-the-money options which is calculated based on the average share price for each fiscal period using the treasury stock method. Under the treasury stock method, the amount the employee must pay for exercising stock options, the amount of compensation cost for future service that the Company has not yet recognized, and the amount of tax benefits that would be recorded in additional paid-in capital when the award becomes deductible are assumed to be used to repurchase shares.
Comprehensive Income
Comprehensive income is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources, including foreign currency translation adjustments, unrealized gains and losses on marketable securities and increase in minimum pension liability.
Segments
The Company operates in two business segments, a Specialized Manufacturing segment consisting of protective coatings and tapes and an Electronic Manufacturing Services segment. Specialized Manufacturing products include insulating and conducting materials for wire and cable manufacturers, protective coatings for pipeline applications and moisture protective coatings for electronics and printing services. Electronic Manufacturing Services include printed circuit board and electromechanical assembly services for electronics industry.
Recently Issued Accounting Standards
In September 2006, the FASB issued SFAS No. 158, Employers Accounting for Defined Benefit Pension and Other Postretirement Plans (FAS 158). FAS 158 requires employers to fully recognize the obligations associated with single-employer defined benefit pension, retiree healthcare and other postretirement plans in their financial statements. The provisions of FAS 158 are effective as of the end of the fiscal year ending August 31, 2007. The Company is currently evaluating the impact of the provisions of FAS 158.
In September 2006, the FASB issued Statement of Financial Accounting Standard (SFAS) No. 157, Fair Value Measurements (FAS 157). FAS 157 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements. The provisions of FAS 157 are effective for the fiscal year beginning September 1, 2008. The Company is currently evaluating the impact of the provisions of FAS 157.
In September 2006, the FASB issued Staff Accounting Bulletin (SAB) No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, which provides interpretive guidance on the consideration of the effects of prior year
36
CHASE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
misstatements in quantifying current year misstatements for the purpose of a materiality assessment. The Company will be required to initially apply SAB No. 108 during fiscal year 2007. The Company is assessing the impact, if any, the adoption of SAB No. 108 will have on its financial position and results of operations.
In June 2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxesan Interpretation of FASB Statement No. 109 (FIN 48). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an entitys financial statements in accordance with FASB Statement No. 109, Accounting for Income Taxes. FIN 48 prescribes that a company should use a more-likely-than-not recognition threshold based on the technical merits of the tax position taken. Tax positions that meet the more-likely-than-not threshold should be measured in order to determine the tax benefit to be recognized in the financial statements. FIN 48 is effective for fiscal years beginning after December 15, 2006. The Company is currently evaluating the impact of FIN 48 on its results of operations, financial position and cash flows.
In May 2005, FASB issued FASB Interpretation No. 47, Accounting for Conditional Asset Retirement Obligationsan Interpretation of FASB Statement No. 143 (FIN 47). FIN 47 clarifies that the term conditional asset retirement obligations used in FASB Statement 143, Accounting for Asset Retirement Obligations, refers to a legal obligation to perform an asset retirement activity in which the timing and (or) method of settlement are conditional on a future event that may or may not be within the control of the entity. Accordingly, an entity is required to recognize a liability for the fair value of a conditional asset retirement obligation if the fair value of the liability can be reasonably estimated. FIN 47 is effective for fiscal years ending after December 15, 2005. The adoption of FIN 47 has not had a material effect on the Companys results of operations, financial position or cash flows.
Inventories consist of the following as of August 31, 2006 and 2005:
|
|
2006 |
|
2005 |
|
||
Raw materials |
|
$ |
8,840,258 |
|
$ |
7,193,428 |
|
Finished and in process |
|
7,787,135 |
|
6,695,911 |
|
||
Total Inventories |
|
$ |
16,627,393 |
|
$ |
13,889,339 |
|
37
CHASE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 3Property, Plant and Equipment
Property, plant and equipment consist of the following as of August 31, 2006 and 2005:
|
|
2006 |
|
2005 |
|
||
Property, Plant and Equipment |
|
|
|
|
|
||
Land and improvements |
|
$ |
971,323 |
|
$ |
971,323 |
|
Buildings |
|
7,757,627 |
|
7,679,614 |
|
||
Machinery and equipment |
|
28,855,187 |
|
26,367,741 |
|
||
Leasehold improvements |
|
1,770,529 |
|
1,680,526 |
|
||
Construction in progress |
|
688,439 |
|
1,302,688 |
|
||
|
|
40,043,105 |
|
38,001,892 |
|
||
Accumulated depreciation |
|
(21,572,230 |
) |
(19,412,410 |
) |
||
Property, plant and equipment, net |
|
$ |
18,470,875 |
|
$ |
18,589,482 |
|
Note 4Goodwill and Intangible Assets
The Company has two reporting units with goodwill, the Specialized Manufacturing unit and the Electronic Manufacturing Services unit. These reporting units are also reportable segments (see Note 11). The purchase price allocation for the Companys acquisition of Concoat Holdings Limited was completed during the quarter ended May 31, 2006 (see Note 15).
The changes in the carrying value of goodwill, by reporting unit, are as follows:
|
|
Specialized |
|
Electronic |
|
Consolidated |
|
|||||||
Balance at August 31, 2004 |
|
|
$ |
1,933,983 |
|
|
|
$ |
5,998,888 |
|
|
$ |
7,932,871 |
|
Acquisition of Paper Tygeradditional earnout |
|
|
106,886 |
|
|
|
|
|
|
106,886 |
|
|||
Acquisition of E-poxy Engineered Materials |
|
|
138,616 |
|
|
|
|
|
|
138,616 |
|
|||
Balance at August 31, 2005 |
|
|
2,179,485 |
|
|
|
5,998,888 |
|
|
8,178,373 |
|
|||
Acquisition of Paper Tygeradditional earnout |
|
|
53,486 |
|
|
|
|
|
|
53,486 |
|
|||
Acquisition of E-poxy Engineered Materialsadditional earnout |
|
|
112,197 |
|
|
|
|
|
|
112,197 |
|
|||
Acquisition of Concoat Ltd. |
|
|
4,831,113 |
|
|
|
|
|
|
4,831,113 |
|
|||
FX translation adjustment |
|
|
265,154 |
|
|
|
|
|
|
265,154 |
|
|||
Loss on impairment of NEQP |
|
|
(457,000 |
) |
|
|
|
|
|
(457,000 |
) |
|||
Balance at August 31, 2006 |
|
|
$ |
6,984,435 |
|
|
|
$ |
5,998,888 |
|
|
$ |
12,983,323 |
|
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.
In the quarter ended May 31, 2006 based on the year to date operating results and the completion of the 2007 budget, management determined that the carrying value of goodwill associated with the Companys Northeast Quality Products (NEQP) division may not be recoverable. Accordingly, the Company completed a goodwill impairment test on this reporting unit. Based on the present value of future cash flows utilizing projected results for the balance of fiscal year 2006 and projections for future
38
CHASE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
years based on the fiscal year 2007 budgeting process, the impairment test on this reporting unit yielded results that would not support the current book value of the goodwill associated with this division. As a result, the Company concluded the carrying amount of goodwill for the NEQP division was not fully recoverable and an impairment charge of $457,000 was recorded as of May 31, 2006. Goodwill related to NEQP, having a pre-impairment book value of $1,117,000, was written down to its fair value of $660,000 in accordance with generally accepted accounting principles (GAAP).
Intangible assets subject to amortization consist of the following at August 31, 2006 and 2005:
|
|
Weighted-Average |
|
Gross Carrying |
|
Accumulated |
|
Net Carrying |
|
||||||||
|
|
Amortization Period |
|
Value |
|
Amortization |
|
Value |
|
||||||||
August 31, 2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Patents and agreements |
|
|
13.5 years |
|
|
|
2,024,038 |
|
|
|
1,461,213 |
|
|
|
562,825 |
|
|
Formulas |
|
|
9.1 years |
|
|
|
1,093,485 |
|
|
|
128,091 |
|
|
|
965,394 |
|
|
Trade names |
|
|
4.1 years |
|
|
|
188,294 |
|
|
|
56,730 |
|
|
|
131,564 |
|
|
Customer lists and relationships |
|
|
10.9 years |
|
|
|
4,884,259 |
|
|
|
470,839 |
|
|
|
4,413,420 |
|
|
August 31, 2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Patents and agreements |
|
|
14.4 years |
|
|
|
1,841,244 |
|
|
|
1,324,735 |
|
|
|
516,509 |
|
|
Formulas |
|
|
15.0 years |
|
|
|
281,280 |
|
|
|
7,813 |
|
|
|
273,467 |
|
|
Trade names |
|
|
3.0 years |
|
|
|
80,000 |
|
|
|
11,111 |
|
|
|
68,889 |
|
|
Customer lists and relationships |
|
|
10.0 years |
|
|
|
552,500 |
|
|
|
71,021 |
|
|
|
481,479 |
|
|
In addition to the intangible assets summarized above, the Company also has corporate trademarks with an indefinite life and a carrying value of $20,475 and $11,615 as of August 31, 2006 and 2005, respectively.
Aggregate amortization expense related to intangible assets for the years ended August 31, 2006, 2005 and 2004 was $702,193, $178,716 and $149,145, respectively. Estimated amortization expense for each of the five succeeding fiscal years is as follows:
Years ending August 31, |
|
|
|
|
|
|
2007 |
|
$ |
785,036 |
|
||
2008 |
|
773,923 |
|
|||
2009 |
|
733,686 |
|
|||
2010 |
|
664,472 |
|
|||
2011 |
|
611,409 |
|
|||
|
|
$ |
3,568,527 |
|
39
CHASE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 5Cash Surrender Value of Life Insurance
The Company recognizes cash surrender value of life insurance policies, net of loans of $5,000 at August 31, 2006 and 2005, secured by the policies, with the following carriers at August 31, 2006 and 2005.
|
|
2006 |
|
2005 |
|
||
John Hancock |
|
$ |
1,877,354 |
|
$ |
1,525,578 |
|
Manufacturers Life Insurance Company |
|
708,787 |
|
1,220,346 |
|
||
Sun Life Assurance Company of Canada |
|
|
|
782,968 |
|
||
Metropolitan Life Insurance |
|
1,408,947 |
|
1,299,168 |
|
||
Other life insurance carriers |
|
79,531 |
|
79,530 |
|
||
|
|
$ |
4,074,619 |
|
$ |
4,907,590 |
|
Subject to periodic review, the Company intends to maintain these policies through the lives or retirement of the insureds.
Note 6Long-Term Debt and Notes Payable to Bank
Long-term debt consists of the following at August 31, 2006 and 2005:
|
|
2006 |
|
2005 |
|
||
Note payable to bank at the LIBOR rate plus 1.5% (weighted average rates of 6.84% and 4.90% at August 31, 2006 and 2005, respectively) |
|
$ |
4,774,429 |
|
$ |
7,100,000 |
|
Equipment note with monthly payments of $6,308 with interest at 6.92% collateralized by manufacturing equipment. (balance paid off in March 2006) |
|
|
|
55,068 |
|
||
Term note payable to bank in 20 quarterly payments of $200,000
through September 2008 with interest at the Eurodollar rate plus 1.5% (6.76%
and 4.83% at August 31, 2006 and 2005, |
|
1,100,000 |
|
1,900,000 |
|
||
Term note payable to bank in 16 quarterly payments of $150,000 through December 2007 with interest at Eurodollar rate plus 1.5%. (4.83% at August 31, 2005; balance paid off in April 2006) |
|
|
|
1,250,000 |
|
||
Term note payable to bank in 16 quarterly payments of $143,750 through January 2008 with interest at Eurodollar rate plus 1.5%. (6.90% and 5.06% at August 31, 2006 and 2005, respectively) |
|
718,750 |
|
1,293,750 |
|
||
Term note payable to bank in 20 quarterly payments of $390,000 through October 2010 with interest payable monthly at LIBOR rate plus 1.5%. (6.90% at August 31, 2006) |
|
6,630,000 |
|
|
|
||
|
|
13,223,179 |
|
11,598,818 |
|
||
Less portion payable within one year classified as current |
|
(2,935,000 |
) |
(2,030,068 |
) |
||
Long-term debt, less current portion |
|
$ |
10,288,179 |
|
$ |
9,568,750 |
|
As summarized as the first item in the table above, the Company has long-term unsecured credit available up to a maximum amount of $10,000,000 at the banks base lending rate or, at the option of
40
CHASE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
the Company, the effective London Interbank Offered Rate (LIBOR), plus 1.5 percent, or the effective 30 day LIBOR rate plus 1.75 percent. The unused available long-term credit amounted to $5,225,571 and $2,900,000 at August 31, 2006 and 2005, respectively. This long-term unsecured credit facility will become payable at its maturity (March 2009) although the Company expects that it will continue to be renewed.
Under the terms of the Companys credit facility agreement, the Company must comply with certain debt covenants related to (a) the ratio of total liabilities to tangible net worth and (b) the ratio of operating cash flow to debt service on a rolling twelve month basis. The Company was in compliance with its debt covenants as of August 31, 2006 and 2005.
The book value of the Companys outstanding debt approximates its fair value as of August 31, 2006 and 2005.
As of August 31, 2006, future minimum principal payments on long-term debt for the next five years and thereafter are as follows:
Year ending August 31, |
|
|
|
|
|
|
2007 |
|
$ |
2,935,000 |
|
||
2008 |
|
2,003,750 |
|
|||
2009 |
|
6,334,429 |
|
|||
2010 |
|
1,560,000 |
|
|||
2011 |
|
390,000 |
|
|||
Thereafter |
|
|
|
|||
Total long-term debt |
|
$ |
13,223,179 |
|
The provision (benefit) for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before income taxes. The sources and tax effects of the differences, for the years ended August 31, 2006, 2005 and 2004 are as follows:
|
|
Year Ended August 31, |
|
|||||||
|
|
2006 |
|
2005 |
|
2004 |
|
|||
Federal income taxes at applicable statutory rates |
|
$ |
3,047,784 |
|
$ |
2,612,529 |
|
$ |
2,893,281 |
|
Adjustments resulting from the tax effect of: |
|
|
|
|
|
|
|
|||
State and local taxes net of federal tax effect |
|
235,299 |
|
216,010 |
|
292,241 |
|
|||
Officers life insurance premiums paid, net of increase in cash surrender value |
|
(38,600 |
) |
22,685 |
|
11,676 |
|
|||
Change in valuation allowance |
|
(569,008 |
) |
|
|
|
|
|||
Excessive compensationIRC Sec 162m |
|
210,256 |
|
|
|
|
|
|||
Adjustment to tax reserve |
|
(78,341 |
) |
|
|
|
|
|||
Goodwill impairment |
|
|
|
|
|
196,922 |
|
|||
Foreign tax rate differential |
|
(58,188 |
) |
|
|
|
|
|||
Foreign tax credits |
|
(181,915 |
) |
|
|
(66,656 |
) |
|||
Domestic production deduction |
|
(89,121 |
) |
|
|
|
|
|||
Other |
|
371,916 |
|
(16,311 |
) |
80,736 |
|
|||
Income tax provision |
|
$ |
2,850,082 |
|
$ |
2,834,913 |
|
$ |
3,408,200 |
|
41
CHASE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following table summarizes the tax effect of temporary differences on the Companys income tax provision:
|
|
Year Ended August 31, |
|
|||||||
|
|
2006 |
|
2005 |
|
2004 |
|
|||
Current income tax provision |
|
$ |
3,817,663 |
|
$ |
2,703,309 |
|
$ |
2,836,317 |
|
Deferred provision (benefit): |
|
|
|
|
|
|
|
|||
Pension expense |
|
55,232 |
|
(167,153 |
) |
(106,059 |
) |
|||
Depreciation and amortization |
|
547,127 |
|
419,383 |
|
645,970 |
|
|||
Allowance for doubtful accounts |
|
(63,245 |
) |
(45,062 |
) |
37,189 |
|
|||
Deferred compensation |
|
(416,211 |
) |
(39,002 |
) |
(107,084 |
) |
|||
Reserves |
|
(193,683 |
) |
(93,501 |
) |
(24,077 |
) |
|||
Capital loss carryforward |
|
(635,280 |
) |
|
|
|
|
|||
Restricted stock grant |
|
(81,433 |
) |
|
|
|
|
|||
Foreign taxes net of unrepatriated earnings |
|
(82,963 |
) |
|
|
(66,656 |
) |
|||
Foreign amortization |
|
(141,152 |
) |
|
|
|
|
|||
Other accrued expenses |
|
44,027 |
|
56,939 |
|
192,600 |
|
|||
Total deferred income tax provision |
|
(967,581 |
) |
131,604 |
|
571,883 |
|
|||
Total income tax provision |
|
$ |
2,850,082 |
|
$ |
2,834,913 |
|
$ |
3,408,200 |
|
The consolidated deferred tax assets (liabilities) of the Company as of August 31, 2006 and 2005 are as follows:
|
|
2006 |
|
2005 |
|
||
Current deferred tax assets (liabilities) |
|
|
|
|
|
||
Reserve for bad debt |
|
$ |
194,476 |
|
$ |
131,231 |
|
Inventories |
|
411,693 |
|
218,010 |
|
||
Prepaid liabilities |
|
(70,875 |
) |
|
|
||
Total net current deferred tax assets |
|
535,294 |
|
349,241 |
|
||
Non-current deferred tax assets (liabilities) |
|
|
|
|
|
||
Pension accrual |
|
461,153 |
|
516,385 |
|
||
Deferred compensation |
|
919,354 |
|
503,143 |
|
||
Depreciation and amortization |
|
(2,329,481 |
) |
(1,782,354 |
) |
||
Restricted stock grants |
|
81,433 |
|
|
|
||
Minimum pension liability |
|
666 |
|
373,128 |
|
||
Capital loss carryforwards |
|
635,280 |
|
635,280 |
|
||
Foreign taxes net of unrepatriated earnings |
|
82,963 |
|
|
|
||
Foreign intangibles |
|
(1,367,848 |
) |
|
|
||
Other |
|
(171,558 |
) |
(107,282 |
) |
||
Total non-current deferred tax assets (liabilities) before valuation allowance |
|
(1,688,038 |
) |
138,300 |
|
||
Valuation allowance |
|
|
|
(635,280 |
) |
||
Total net non-current deferred tax assets (liabilities) |
|
(1,688,038 |
) |
(496,980 |
) |
||
|
|
$ |
(1,152,744 |
) |
$ |
(147,739 |
) |
In fiscal 2004, the sale of Sunburst created a capital loss carryforward for income tax purposes of approximately $1.3 million. This capital loss expires in 2008 and will be used to offset any capital gains generated by the Company in future periods. In November 2005, the Company concluded that it was more likely than not that the deferred tax assets in the form of capital loss carryforwards of $1.7 million
42
CHASE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
would be realized prior to its expiration in 2008 as a result of the anticipated sale of real property currently owned by the Company. Accordingly, the valuation allowance previously recorded against this deferred tax asset was reversed in fiscal 2006 resulting in a tax benefit of $635,000.
The following is a schedule for the next five years of future minimum rental payments required under operating leases that have initial or remaining noncancellable lease terms in excess of one year as of August 31, 2006.
Year ending August 31, |
|
|
|
|
|
|
2007 |
|
$ |
529,323 |
|
||
2008 |
|
383,452 |
|
|||
2009 |
|
327,237 |
|
|||
2010 |
|
177,662 |
|
|||
2011 |
|
90,120 |
|
|||
2012 and thereafter |
|
410,121 |
|
|||
Total future minimum lease payments |
|
$ |
1,917,915 |
|
Total rental expense for all operating leases amounted to approximately $608,000, $531,000 and $435,000 for the years ended August 31, 2006, 2005 and 2004, respectively.
Note 9Benefits and Pension Plans
401(K) Plan
The Company has a deferred compensation plan adopted pursuant to Section 401(k) of the Internal Revenue Code of 1986. Any qualified employee who has attained age 21 and has been employed by the Company for at least six months may contribute a portion of his or her salary to the plan and the Company will match 50% of such contribution up to an amount equal to three percent of such employees yearly salary. The Companys contribution expense was $259,000, $247,000, and $224,000 for the years ended August 31, 2006, 2005 and 2004, respectively.
Non-Qualified Deferred Savings Plan
The Company has a non-qualified deferred savings plan covering directors and a separate plan covering selected employees. Participants may elect to defer a portion of their compensation for future payment. The plans are funded by trusteed assets that are restricted to the payment of deferred compensation or satisfaction of the Companys general creditors. The Companys liability under the plan was $1,355,005 and $1,325,457 at August 31, 2006 and 2005, respectively.
Pension Plans
The Company has non-contributory defined benefit pension plans covering substantially all employees of certain businesses of the Company. Net periodic pension cost was $860,976, $845,759 and $684,442 for the fiscal years ended August 31, 2006, 2005 and 2004, respectively. The Company has a funded, qualified plan and an unfunded supplemental retirement plan designed to maintain benefits for all employees at the plan formula level. The plans provide for pension benefits determined by a participants years of service and final average compensation. The qualified plan assets consist of separate pooled investment accounts with a trust company. The measurement date for the plans is August 31, 2006.
43
CHASE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The details of the Companys pension plans for the years ended August 31, 2006, 2005 and 2004 are as follows:
|
|
Year Ended August 31, |
|
|||||||
|
|
2006 |
|
2005 |
|
2004 |
|
|||
Change in benefit obligation |
|
|
|
|
|
|
|
|||
Projected benefit obligation at beginning of year |
|
$ |
9,343,028 |
|
$ |
7,821,828 |
|
$ |
7,203,987 |
|
Service cost |
|
483,578 |
|
341,174 |
|
372,292 |
|
|||
Interest cost |
|
484,662 |
|
501,377 |
|
574,860 |
|
|||
Amendments |
|
|
|
|
|
|
|
|||
Actuarial (gain)/loss |
|
(1,312,343 |
) |
2,057,906 |
|
273,512 |
|
|||
Benefits paid |
|
(532,919 |
) |
(1,379,257 |
) |
(602,823 |
) |
|||
Projected benefit obligation at end of year |
|
8,466,006 |
|
9,343,028 |
|
7,821,828 |
|
|||
Change in plan assets |
|
|
|
|
|
|
|
|||
Fair value of plan assets at beginning of year |
|
4,095,962 |
|
4,430,321 |
|
4,177,546 |
|
|||
Actual return on plan assets |
|
348,411 |
|
653,389 |
|
308,242 |
|
|||
Employer contribution |
|
1,413,000 |
|
391,509 |
|
547,356 |
|
|||
Benefits paid |
|
(532,919 |
) |
(1,379,257 |
) |
(602,823 |
) |
|||
Fair value of plan assets at end of year |
|
5,324,454 |
|
4,095,962 |
|
4,430,321 |
|
|||
Funded status |
|
(3,141,552 |
) |
(5,247,066 |
) |
(3,391,507 |
) |
|||
Unrecognized net actuarial (gain)/loss |
|
1,430,321 |
|
2,895,829 |
|
1,406,538 |
|
|||
Unrecognized prior service cost |
|
498,147 |
|
586,129 |
|
674,111 |
|
|||
(Accrued) benefit cost |
|
$ |
(1,213,084 |
) |
$ |
(1,765,108 |
) |
$ |
(1,310,858 |
) |
Weighted average assumptions as of August 31, |
|
|
|
|
|
|
|
|||
Discount rate |
|
6.0 |
% |
5.3 |
% |
6.5 |
% |
|||
Expected return on assets |
|
8.5 |
% |
8.5 |
% |
9.3 |
% |
|||
Rate of compensation increase |
|
3.5 |
% |
3.5 |
% |
4.0 |
% |
|||
Components of net periodic benefit cost |
|
|
|
|
|
|
|
|||
Service cost |
|
483,578 |
|
$ |
341,174 |
|
$ |
372,292 |
|
|
Interest cost |
|
484,662 |
|
501,377 |
|
574,860 |
|
|||
Expected return on plan assets |
|
(338,691 |
) |
(410,346 |
) |
(401,742 |
) |
|||
Amortization of prior service cost |
|
87,982 |
|
87,982 |
|
92,471 |
|
|||
Recognized net (gain)/loss |
|
143,445 |
|
64,828 |
|
46,561 |
|
|||
Settlement (gain)/loss |
|
|
|
260,744 |
|
|
|
|||
Net periodic benefit cost |
|
$ |
860,976 |
|
$ |
845,759 |
|
$ |
684,442 |
|
Actuarial present value of benefit obligation and funded status |
|
|
|
|
|
|
|
|||
Accumulated benefit obligations |
|
$ |
6,863,413 |
|
$ |
7,380,019 |
|
$ |
5,796,168 |
|
Projected benefit obligations |
|
8,466,006 |
|
9,343,028 |
|
7,821,828 |
|
|||
Plan assets at fair value |
|
5,324,454 |
|
4,095,962 |
|
4,430,321 |
|
|||
Funded status |
|
$ |
(3,141,552 |
) |
$ |
(5,247,066 |
) |
$ |
(3,391,507 |
) |
Unrecognized net (gain)/loss |
|
1,430,321 |
|
2,895,829 |
|
1,406,538 |
|
|||
Unrecognized prior service cost |
|
498,147 |
|
586,129 |
|
674,111 |
|
|||
(Accrued) pension expense |
|
$ |
(1,213,084 |
) |
$ |
(1,765,108 |
) |
$ |
(1,310,858 |
) |
44
CHASE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Amounts recognized in the Balance Sheets as of August 31, 2006 and 2005 are as follows:
|
|
2006 |
|
2005 |
|
||
Accrued benefit liability |
|
$ |
(1,580,772 |
) |
$ |
(3,284,057 |
) |
Intangible asset |
|
365,934 |
|
586,129 |
|
||
Accumulated other comprehensive income |
|
1,754 |
|
932,820 |
|
||
(Accrued) benefit cost |
|
$ |
(1,213,084 |
) |
$ |
(1,765,108 |
) |
Weighted-average assumptions used to determine benefit obligations at August 31, 2006 and 2005 are as follows:
|
|
2006 |
|
2005 |
|
Discount rate |
|
6.00 |
% |
5.25 |
% |
Rate of compensation increase |
|
3.50 |
% |
3.50 |
% |
Weighted-average assumptions used to determine net periodic benefit cost for the years ended August 31, 2006 and 2005 are as follows:
|
|
2006 |
|
2005 |
|
Discount rate |
|
5.25 |
% |
6.50 |
% |
Expected long-term return on plan assets |
|
8.50 |
% |
9.25 |
% |
Rate of compensation increase |
|
3.50 |
% |
4.00 |
% |
Plan Assets
The defined benefit plan for Chase employees has the following target allocation and weighted-average asset allocations as of August 31, 2006 and 2005
|
|
Target |
|
Percentage of Plan Assets as of August 31, |
|
||||||||||||||
Asset Category |
|
|
|
Allocation |
|
2006 |
|
2005 |
|
2004 |
|
||||||||
Equity securities |
|
|
60 |
% |
|
|
51 |
% |
|
|
59 |
% |
|
|
59 |
% |
|
||
Debt securities |
|
|
30 |
% |
|
|
40 |
% |
|
|
32 |
% |
|
|
41 |
% |
|
||
Real estate |
|
|
10 |
% |
|
|
9 |
% |
|
|
9 |
% |
|
|
0 |
% |
|
||
Other |
|
|
0 |
% |
|
|
0 |
% |
|
|
0 |
% |
|
|
0 |
% |
|
||
Total |
|
|
100 |
% |
|
|
100 |
% |
|
|
100 |
% |
|
|
100 |
% |
|
||
The investment policy for the Pension Plan for Employees of Chase Corporation is based on ERISA standards for prudent investing. The goal is to maximize returns while limiting volatility. The Plan assets are invested in a diversified mix of United States equity and fixed income securities. Asset manager performance is reviewed at least annually and benchmarked against the peer universe for the given investment style. The Companys expected return for the Pension Plan is 8.5%. To determine the expected long-term rate of return on the assets for the Pension Plan, the Company considered the historical and expected return on the plan assets, as well as the current and expected allocation of the plan assets.
45
CHASE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Estimated Future Benefit Payments
The following pension benefit payments (which include expected future service) are expected to be paid in each of the following fiscal years:
Year ending August 31, |
|
|
|
Pension Benefits |
|
|||
2007 |
|
|
$ |
1,029,880 |
|
|
||
2008 |
|
|
29,347 |
|
|
|||
2009 |
|
|
33,969 |
|
|
|||
2010 |
|
|
828,831 |
|
|
|||
2011 |
|
|
484,583 |
|
|
|||
2012 - 2016 |
|
|
$ |
4,612,757 |
|
|
The Company contributed $1,413,000 in the current fiscal year to fund its obligations under the pension plan. The Company expects to contribute $384,000 to the qualified plan in the fiscal year ended August 31, 2007.
Prior service cost arose from the amendment of the plans benefit schedules to comply with the Tax Reform Act of 1986 (TRA) and adoption of the unfunded supplemental pension plan.
Deferred Compensation
Life insurance is provided under split dollar life insurance agreements whereby the Company will recover the premiums paid from the proceeds of the policies. The Company recognizes an offset to expense for the growth in the cash surrender value of the policies.
Note 10Stockholders Equity
At a meeting of the Directors of Chase Corporation held on October 17, 2005, the Board authorized a grant of 98,250 shares of common stock to key employees for the achievement of long term results in fiscal years 2002 through 2005. The Compensation and Management Development Committee recommended the award in conjunction with advice from an independent compensation consultant. The fair value of the award (based on the market price of the Companys stock on the date of grant) was $1,427,555 and was recorded as an expense in the quarter ending November 30, 2005.
The grant of common stock was made from the 2001 Senior Management Stock Plan and included 57,419 shares to Peter Chase, President, CEO and Director of the Company and 19,807 shares to Everett Chadwick, former Vice PresidentFinance, Treasurer and Chief Financial Officer of Chase Corporation.
On November 21, 2005, the Companys 2005 Incentive Plan (the 2005 Plan) was approved and adopted by the Board of Directors, subject to the approval of the shareholders of the Company. The Companys shareholders approved the plan on February 3, 2006. The Plan permits the grant of stock options, deferred stock, stock payments or other awards to employees, participating officers, directors, consultants and advisors that are linked directly to increases in shareholder value. The aggregate number of shares available under the 2005 Plan is 500,000. Additional shares may become available in connection with share splits, share dividends or similar transactions.
At a meeting of the Board of Directors of Chase Corporation held on February 3, 2006, the Compensation and Management Development Committee authorized a grant of 6,127 shares of common stock to members of the Board. These share grants represent compensation for service on
46
CHASE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
the Companys Board of Directors for fiscal years 2002 through 2005. The Compensation and Management Development Committee recommended the award in conjunction with advice from an independent compensation consultant.
The number of shares granted to each Director was based on his or her time served on the Board of Directors. The grant of common stock was made from the Chase Corporation 2005 Incentive Plan. The fair value of the award (based on the market price of the Companys stock on the date of grant) was $92,518 and was recorded as an expense in the quarter ending February 28, 2006. Additionally, the Compensation and Management Development Committee approved a restricted stock grant of 8,361 shares of common stock to members of the Board of Directors for service for the period February 2006 through January 2007. Theses restricted shares will be granted at the conclusion of this service period. The Company is amortizing this expense over the twelve month period beginning February 2006 to January 2007.
On February 3, 2006 the Board of Directors of Chase Corporation approved a performance and service based restricted stock grant of approximately 41,317 shares to key members of management based on the fiscal year 2006 results. These restricted shares will vest over the period February 2006 through August 31, 2008. The actual shares will not be issued until the final fiscal year 2006 results are determined. Compensation expense will be taken over the vesting period on a ratable basis.
As of December 31, 2006, the unamortized expense related to the stock based compensation for key members of management and the Board of Directors as described above, is $528,000.
1995 Stock Option Plan
Effective July 18, 1995, the Company adopted, and the stockholders subsequently approved, a stock award plan (the 1995 Plan) which permits the issuance of common stock options to selected employees. The 1995 Plans reserves 450,000 shares of common stock for grant.
Under the terms of the 1995 Plan, options granted may be either nonqualified or incentive stock options and the exercise price may not be less than the fair market value of a share at the date of grant. The board of directors approved issuance of 450,000 options. Options granted under the 1995 Plan generally vest over a period ranging from four to ten years and expire after ten years. Options are no longer being granted under the 1995 Plan.
Restricted Stock Agreement
The Board of Directors granted 250,000 shares of restricted common stock to the Companys President and CEO, Mr. Peter R. Chase. The fair market value of the Companys common stock was $3.375 on the date of grant (July 18, 1995). Compensation expense of approximately $98,000 per year was being recognized over the vesting period (nine years) of the restricted stock grant. Other than the restrictions which limit the sale and transfer of these shares, Mr. Chase is entitled to all the rights of a shareholder.
Under the terms of the original Stock Agreement, Mr. Chase was granted an aggregate of 250,000 shares of restricted stock (the Shares) that vested on September 6, 2004. The Stock Agreement granted the Company a right of first refusal with respect to any proposed sale or transfer of the Shares by Mr. Chase after the vesting date. In addition, the original Stock Agreement had granted Mr. Chase the right to put to the Company all or part of the Shares during the 180-day period after the vesting date and during each 90-day period after the first, second, and third anniversaries of the vesting date. The purchase price for the put option was calculated based upon the average trading price of the
47
CHASE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Companys common stock over the 60-day period beginning 30 days prior to the exercise of the put option and ending 30 days after such exercise.
On August 31, 2004, the Board of Directors and, separately, the Audit Committee of the Company approved the amendment of the Stock Agreement between the Company and Mr. Chase to eliminate the put option and to include a provision that permits Mr. Chase the right to tender a portion of the Shares (valued at fair market value on the vesting date) to the Company to satisfy the minimum tax withholding obligations of the Company with respect to the vesting of the Shares. Furthermore, the Company has agreed to waive its right of first refusal with respect to any sale or transfer of the Shares by Mr. Chase within six months after the vesting date. The Companys minimum tax withholding obligation for Mr. Chase upon the vesting of the shares was equal to approximately 31.5% of the fair market value of the shares on the vesting date.
Mr. Chase tendered 79,375 shares of the restricted stock on September 6, 2004 in order to satisfy the minimum tax withholding obligations of the Company with respect to the vesting of the Shares.
2001 Senior Management Stock Plan and 2001 Non-Employee Director Stock Option Plan
Effective October 9, 2002, the Company adopted, and the stockholders subsequently approved, the 2001 Senior Management Stock Plan and the 2001 Non-Employee Director Stock Option Plan (the 2001 Plans). The 2001 Plans reserve 750,000 and 90,000 shares of the Companys common stock for grants related to the Senior Management Stock Plan and Non-Employee Director Stock Option Plan, respectively.
Under the terms of the Senior Management Stock Plan, equity awards may be granted in the form of incentive stock options, non-qualified stock options and restricted stock. Options granted under the Non-Employee Director Stock Option Plan will be issued as non-qualified stock options. Options granted under the 2001 Plans generally vest over a period ranging from three to five years and expire after ten years.
The following table summarizes information about stock options outstanding as of August 31, 2006:
|
|
Options Outstanding |
|
Options Exercisable |
|
||||||||||||||||||||||||||||||
Range of |
|
|
|
Number |
|
Weighted Avg. |
|
Weighted |
|
Aggregate |
|
Number |
|
Weighted |
|
Aggregate |
|
||||||||||||||||||
$10.50-11.55 |
|
|
437,820 |
|
|
|
5.3 years |
|
|
|
$ |
10.79 |
|
|
|
$ |
2,608,879 |
|
|
|
437,820 |
|
|
|
$ |
10.79 |
|
|
|
$ |
2,608,879 |
|
|
||
$15.93 |
|
|
10,000 |
|
|
|
1.2 years |
|
|
|
15.93 |
|
|
|
8,200 |
|
|
|
10,000 |
|
|
|
15.93 |
|
|
|
8,200 |
|
|
||||||
|
|
|
447,820 |
|
|
|
5.2 years |
|
|
|
$ |
10.90 |
|
|
|
$ |
2,617,079 |
|
|
|
447,820 |
|
|
|
$ |
10.90 |
|
|
|
$ |
2,617,079 |
|
|
||
The total fair value of shares vested at year end based upon the closing price of $16.75 per share on August 31, 2006 is $7,500,985. All options outstanding are vested at year end.
48
CHASE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
A summary of the transactions of the Companys stock option plans for the years ended August 31, 2006, 2005 and 2004 is presented below:
|
|
Non Employee |
|
Weighted |
|
Officers and |
|
Weighted |
|
||||||||||
Outstanding at August 31, 2003 |
|
|
95,000 |
|
|
|
$ |
10.26 |
|
|
|
846,855 |
|
|
|
$ |
8.58 |
|
|
Granted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Exercised |
|
|
(25,000 |
) |
|
|
9.60 |
|
|
|
(182,038 |
) |
|
|
6.54 |
|
|
||
Forfeited or cancelled |
|
|
(10,000 |
) |
|
|
10.50 |
|
|
|
(50,000 |
) |
|
|
11.58 |
|
|
||
Outstanding at August 31, 2004 |
|
|
60,000 |
|
|
|
10.50 |
|
|
|
614,817 |
|
|
|
8.94 |
|
|
||
Granted |
|
|
10,000 |
|
|
|
15.93 |
|
|
|
|
|
|
|
|
|
|
||
Exercised |
|
|
(27,180 |
) |
|
|
10.50 |
|
|
|
(183,745 |
) |
|
|
4.61 |
|
|
||
Forfeited or cancelled |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Options exercisable at August 31, 2005 |
|
|
42,820 |
|
|
|
11.77 |
|
|
|
431,072 |
|
|
|
10.79 |
|
|
||
Granted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Exercised |
|
|
|
|
|
|
|
|
|
|
(26,072 |
) |
|
|
10.50 |
|
|
||
Forfeited or cancelled |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Options outstanding at August 31, 2006 |
|
|
42,820 |
|
|
|
$ |
11.77 |
|
|
|
405,000 |
|
|
|
$ |
10.81 |
|
|
Options exercisable at August 31, 2006 |
|
|
42,820 |
|
|
|
$ |
11.77 |
|
|
|
405,000 |
|
|
|
$ |
10.81 |
|
|
The weighted average grant date fair value of options granted in the year ended August 31, 2005 was $13.56 per share. There were no options granted in the years ended August 31, 2006 and 2004. All stock option plans have been approved by the Companys stockholders.
The total pretax intrinsic value of stock options exercised during fiscal 2006 was $115,740.
Excluding the common stock currently reserved for issuance upon exercise of the 447,820 outstanding options as summarized in the table above, there are 647,375 shares of common stock available for future issuance under the Companys equity compensation plans.
Valuation and Expense Information under SFAS 123(R)
On September 1, 2005 the Company adopted Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment, (SFAS 123(R)) which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors including employee stock options and employee stock purchases related to the Employee Stock Purchase Plan (employee stock purchases) based on estimated fair values. SFAS 123(R) supersedes the Companys previous accounting under Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (APB 25) beginning in fiscal 2006. In March 2005, the Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin No. 107 (SAB 107) relating to SFAS 123(R). The Company has applied the provisions of SAB 107 in its adoption of SFAS 123(R). The Company has calculated the historical windfall tax pool using the short cut method as described in SFAS 123(R).
The Company adopted SFAS 123(R) using the modified prospective transition method, which requires the application of the accounting standard as of September 1, 2005, the first day of the Companys fiscal year 2006. The Companys Consolidated Financial Statement for fiscal 2006 reflects the impact of SFAS 123(R). In accordance with the modified prospective transition method, the Companys Consolidated Financial Statements for prior fiscal years have not been restated to reflect,
49
CHASE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
and do not include, the impact of SFAS 123(R). Stock-based compensation expense recognized under SFAS 123(R) for fiscal 2006 was $1,734,595, which consisted of stock-based compensation expense related to restricted stock grants. There was no stock-based compensation expense related to employee stock options and employee stock purchases recognized during fiscal 2005. Stock based compensation expense was $98,426 in fiscal 2004.
Treasury Stock
On July 1, 2004, the Massachusetts Business Corporation Act (MBCA) became effective and eliminated treasury shares. Under the MBCA, shares repurchased by Massachusetts corporations constitute authorized but unissued shares. As a result, all of the Companys former treasury shares were converted to unissued shares and have been accounted for as a reduction of common stock (at par value) and additional paid-in-capital. To the extent additional paid-in-capital was zero at the time of the shares being repurchased, it is accounted for as a reduction in retained earnings. As of August 31, 2005, common stock, additional paid-in-capital and retained earnings had been reduced by $156,899 $6,428,284 and $4,357,507, respectively.
Note 11Segment Data
The Company operates in two business segments, a Specialized Manufacturing segment and an Electronic Manufacturing Services segment. Specialized Manufacturing products include insulating and conducting materials for wire and cable manufacturers, protective coatings for pipeline applications and moisture protective coatings for electronics and printing services. Electronic Manufacturing Services include printed circuit board and electro-mechanical assembly services for the electronics industry. The Company evaluates segment performance based upon income before income taxes and minority interest.
The following table summarizes information about the Companys segments:
|
|
Years Ended August 31, |
|
|||||||
|
|
2006 |
|
2005 |
|
2004 |
|
|||
Revenues from external customers |
|
|
|
|
|
|
|
|||
Specialized Manufacturing |
|
$ |
95,418,300 |
|
$ |
79,460,876 |
|
$ |
69,448,718 |
|
Electronic Manufacturing Services |
|
13,024,065 |
|
11,928,335 |
|
17,634,926 |
|
|||
Total |
|
$ |
108,442,365 |
|
$ |
91,389,211 |
|
$ |
87,083,644 |
|
Income before income taxes and minority interest |
|
|
|
|
|
|
|
|||
Specialized Manufacturing |
|
$ |
14,960,493 |
(a) |
$ |
11,755,537 |
|
$ |
11,082,398 |
|
Electronic Manufacturing Services |
|
1,071,900 |
|
1,187,679 |
|
2,065,031 |
(d) |
|||
Total for reportable segments |
|
16,032,393 |
|
12,943,216 |
|
13,147,429 |
|
|||
Corporate and Common Costs |
|
7,068,322 |
(b) |
(5,259,308 |
)(c) |
(4,637,778 |
) |
|||
Total |
|
$ |
8,964,071 |
|
$ |
7,683,908 |
|
$ |
8,509,651 |
|
(a) Includes loss on impairment of goodwill of $457,000.
(b) Includes stock compensation expense of $1,735,000 and net deferred compensation expense of $814,000.
(c) Includes legal settlement of $520,000 related to litigation with Tyco Adhesives
50
CHASE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(d) Includes loss on impairment of goodwill of $579,000.
|
|
As of August 31, |
|
||||
|
|
2006 |
|
2005 |
|
||
Total assets |
|
|
|
|
|
||
Specialized Manufacturing |
|
$ |
54,261,266 |
|
$ |
40,003,408 |
|
Electronic Manufacturing Services |
|
12,098,862 |
|
11,187,005 |
|
||
Total for reportable segments |
|
66,360,128 |
|
51,190,413 |
|
||
Corporate and Common Assets |
|
12,476,969 |
|
12,736,940 |
|
||
Total |
|
$ |
78,837,097 |
|
$ |
63,927,353 |
|
Note 12Export Sales and Foreign Operations
Export sales from continuing domestic operations to unaffiliated third parties were $14,100,000, $12,321,000, and $8,964,000 for the years ended August 31, 2006, 2005 and 2004, respectively. The Companys products are sold world-wide with no foreign geographic area accounting for more than 10% of revenues from continuing operations. The Company does not anticipate any material change to export sales during fiscal 2007.
During fiscal 2006, 2005 and 2004, no one customer accounted for sales in excess of 10%.
51
CHASE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 13Supplemental Cash Flow Data
Supplemental cash flow information for the years ended August 31, 2006, 2005 and 2004 is as follows:
|
|
2006 |
|
2005 |
|
2004 |
|
|||
Income taxes paid |
|
$ |
2,895,639 |
|
$ |
1,356,870 |
|
$ |
3,769,272 |
|
Interest paid |
|
$ |
1,021,559 |
|
$ |
388,333 |
|
$ |
322,520 |
|
Non-cash Investing and Financing Activities |
|
|
|
|
|
|
|
|||
Accrued contingent payments related to Concoat acquisition |
|
$ |
446,202 |
|
|
|
|
|
||
Common stock received for payment of stock option exercises |
|
$ |
172,526 |
|
$ |
792,296 |
|
$ |
|
|
Note receivable related to sale of SGI |
|
|
|
300,000 |
|
|
|
|||
Acquisition of Concoat (Now HumiSeal Europe) |
|
|
|
|
|
|
|
|||
Current Assets (net of cash acquired) |
|
$ |
1,045,214 |
|
|
|
|
|
||
Property and equipment |
|
254,786 |
|
|
|
|
|
|||
Intangible Assets |
|
5,030,000 |
|
|
|
|
|
|||
Goodwill |
|
3,196,957 |
|
|
|
|
|
|||
Accounts payable and accrued liabilities |
|
(911,345 |
) |
|
|
|
|
|||
Cash provided through operating cash and increase in long-term debt |
|
$ |
(8,615,612 |
) |
|
|
|
|
||
Acquisition of E-Poxy |
|
|
|
|
|
|
|
|||
Current Assets |
|
|
|
$ |
282,311 |
|
|
|
||
Property and equipment |
|
|
|
35,000 |
|
|
|
|||
Intangible Assets |
|
|
|
553,780 |
|
|
|
|||
Goodwill |
|
|
|
138,615 |
|
|
|
|||
Accounts payable and accrued liabilities |
|
|
|
(293,148 |
) |
|
|
|||
Acquisition Costs |
|
|
|
(23,558 |
) |
|
|
|||
Cash provided through operating cash and increase in long-term debt |
|
|
|
$ |
(693,000 |
) |
|
|
||
Acquisition of Paper Tyger |
|
|
|
|
|
|
|
|||
Current assets |
|
|
|
|
|
$ |
262,629 |
|
||
Intangible assets |
|
|
|
|
|
360,000 |
|
|||
Goodwill |
|
|
|
|
|
763,265 |
|
|||
Accounts payable |
|
|
|
|
|
(672,281 |
) |
|||
Acquisition costs |
|
|
|
|
|
(11,488 |
) |
|||
Cash provided through operating cash and increase in long-term debt |
|
|
|
|
|
$ |
(702,125 |
) |
||
Sale of Sunburst Electronic Manufacturing Solutions, Inc. subsidiary |
|
|
|
|
|
|
|
|||
Accounts receivables |
|
|
|
|
|
$ |
(1,053,983 |
) |
||
Inventories |
|
|
|
|
|
(1,964,793 |
) |
|||
Property, plant and equipment |
|
|
|
|
|
(1,237,127 |
) |
|||
Accounts payable and accrued expenses |
|
|
|
|
|
1,070,709 |
|
|||
Notes payable and line of credit |
|
|
|
|
|
1,018,137 |
|
|||
Elimination of goodwill associated with Sunburst |
|
|
|
|
|
(832,943 |
) |
|||
Consideration received in the form of 230,406 shares of Chase Corporation common stock |
|
|
|
|
|
$ |
3,000,000 |
|
52
CHASE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 14Investment in Joint Venture
In fiscal 1995, the Company formed a joint venture, The Stewart Group, Inc. (SGI), with The Stewart Group, Ltd. of Canada, to produce various products for the fiber optic cable market. Chase Corporation owned a 42% interest in the joint venture as of August 31, 2004. On June 21, 2005, the Company sold its 42% investment interest in SGI to the majority shareholder of SGI (SGL Holdings Ltd.) for $450,000 plus additional contingent consideration as defined in the Share Purchase Agreement between the parties. The Company will receive additional cash consideration from SGL Holdings Ltd. based on the net income of SGI for the years ended September 30, 2006 and 2007. There were no additional contingent payments received in fiscal 2006. The Company will record additional income in the future to the extent that contingent consideration is paid to it under the Share Purchase Agreement.
As part of the agreement to sell its 42% investment interest in SGI, the Company received a $150,000 payment at closing while the remaining $300,000 will be paid in $100,000 increments (with accrued interest at an annual rate of 4%) on September 30, 2005, 2006 and 2007 as part of a Promissory Note entered into by the Company and SGL Holdings Ltd. The note receivable in the amount of $300,000 is reflected in the Companys balance sheet as of August 31, 2005. The Company received the first and second $100,000 payments on time.
In accordance with the Companys accounting policies, the carrying value of this investment is reviewed periodically or whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable and impairment may exist. In May 2005, the Company recorded an impairment charge of $83,218 related to its investment in SGI to properly write down this investment to its fair market value of $450,000. This impairment charge had no impact on operating cash flow or income from operations.
Note 15Acquisitions
Paper Tyger
In December 2003, the Company acquired the assets of Paper Tyger, LLC (Paper Tyger), headquartered in Middlefield, Connecticut. The Paper Tyger business manufactures and markets laminated, durable papers produced with patented technology. Paper Tygers products, marketed under the names Paper Tyger, NaturalWhite and SuperWhite, are sold primarily to the envelope converting and commercial printing industries. Chase Corporation currently performs laminating services for Paper Tyger at its facility in Webster, Massachusetts. The total initial purchase price for this acquisition was $702,125 with additional contingent payments to be made by the Company annually for the following three years, if certain revenue and product margin targets are met with respect to the Paper Tyger products over each of the four years ending November 30, 2007. The additional contingent payments will be recorded as goodwill in accordance with SFAS 141. In the year ended August 31, 2005, the Company made the first of four contingent payments related to this acquisition. The amount of the payment was $106,886 and was calculated based on the results of Paper Tyger for the year ending November 30, 2004. The contingent payment calculated based on the results of Paper Tyger for the year ended November 30, 2005 was $53,486 and is included in accrued expenses at August 31, 2006.
The primary reason for the Companys purchase of the Paper Tyger business was due to (a) synergies between the manufacturing of Paper Tyger products and the manufacturing process for the Companys existing Coating & Laminating products and (b) the benefit that the Companys sales and marketing team and research and development capabilities will have on enhancing future growth
53
CHASE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
of the Paper Tyger business. The effective date for this acquisition for accounting purposes was December 1, 2003 and the results of Paper Tyger have been included in the Companys financial results since then. The purchase price was funded through operating cash and borrowings under the Companys credit facility.
All assets, including goodwill, acquired as part of Paper Tyger are included in the Specialized Manufacturing segment.
E-Poxy Engineered Materials
In April 2005, the Company acquired the assets of E-Poxy Engineered Materials, LLC (E-Poxy), based in Albany, New York. The E-Poxy business specializes in expansion and control joint systems designed for roads, bridges, stadiums and airport runways. Its product lines also include specialty bonding agents, grouts, mortars, injection resins, secondary containment systems and protective coatings.
E-Poxy has been linked together with the Companys Royston manufacturing operations (located in Pittsburgh, PA) as a manufacturer of bridge deck waterproofing systems, reflective cracking and waterproofing membranes, as well as high performance polymeric asphalt additive for the wearing course in demanding bridge, ramp, high traffic intersections, airport runways, and motor speedways designs. E-Poxy, like Royston, is part of the Chase Specialty Coatings division, a leader in the manufacture and sale of Anti-Corrosion Materials focused on the following key markets: (a) architectural, bridge, tunnel and dam coatings; (b) gas, oil and water pipeline coating and (c) electronic coatings.
The total initial purchase price for this acquisition was $693,000 with additional contingent payments to be made by the Company annually if certain revenue targets are met with respect to the E-Poxy products over each of the four years ending March 31, 2009. In the year ended August 31, 2006, the Company made the first contingent payment related to this acquisition. The amount of the payment was $112,197 and was calculated based on the revenues of E-Poxy products for the year ending March 31, 2006.
The effective date for this acquisition was April 1, 2005 and the results of E-Poxy have been included in the Companys financial results since then. The purchase price was funded through operating cash and borrowings under the Companys credit facility.
All assets, including goodwill, acquired as part of E-Poxy are included in the Specialized Manufacturing segment. Identifiable intangible assets purchased with this transaction are being amortized as follows: (a) trade secretsover 15 years; (b) customer lists/relationshipsover 10 years; and (c) trademarks/trade namesover 3 years. Goodwill associated with this acquisition totaling $250,812 is being deducted for income tax purposes over 15 years.
Concoat Holdings Limited
In October 2005, the Company acquired all of the capital stock of Concoat Holdings Limited (Concoat), based in Camberley, Surrey, England for approximately $8,616,000 (using foreign exchange rates at the time of the transaction, inclusive of acquisition related costs and adjustments and holdbacks, net of cash acquired). The adjustments and holdbacks include balance sheet retentions, property retentions, and retentions for warranty and indemnifications and tax retentions. The outstanding balances of the holdbacks and retentions as of August 31, 2006 totaled approximately $446,000 and have been recorded in non-current accrued expenses as of year end.
54
CHASE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The Concoat business had been an agent, distributor and manufacturing licensee of the Companys Humiseal® product line for nearly 25 years. Concoat has been incorporated into the Companys Specialized Manufacturing segment as a manufacturer of the Humiseal product line as well as providing valuable research and development expertise to further enhance the Companys conformal coatings business and serve as a foundation for the Company in Europe.
The effective date for this acquisition was October 14, 2005 and the results of Concoats operations have been included in the Companys financial statements since then. The purchase price was primarily funded through a loan from Citizens Bank of Massachusetts with the balance funded through operating cash and borrowings under the Companys credit facility (See Note 6).
The allocation of the purchase price, including direct costs of the acquisition was based on the fair values of the acquired assets and liabilities assumed as follows:
Current assets, net of cash acquired |
|
$ |
1,045,214 |
|
Property and equipment |
|
254,786 |
|
|
Intangible assets |
|
5,030,000 |
|
|
Goodwill |
|
3,196,957 |
|
|
Accounts payable and accrued expenses |
|
(911,345 |
) |
|
Total purchase price |
|
$ |
8,615,612 |
|
All assets, including goodwill, acquired as part of Concoat are included in the Specialized Manufacturing segment. Identifiable intangible assets purchased with this transaction are as follows:
Intangible Asset |
|
|
|
Amount |
|
Useful life |
|
|||
Patents and agreements |
|
$ |
180,000 |
|
|
5 years |
|
|
||
Formulas |
|
750,000 |
|
|
7 years |
|
|
|||
Trade names |
|
100,000 |
|
|
5 years |
|
|
|||
Customer lists and relationships |
|
4,000,000 |
|
|
11 years |
|
|
|||
Total Concoat intangible assets |
|
$ |
5,030,000 |
|
|
|
|
|
Effective May 2006, Concoat was renamed Humiseal Europe.
All acquisitions have been accounted for as purchase transactions and the operations of the acquired entity or assets are included in consolidated operations from the effective date.
Capital Services
On September 1, 2006, Chase Corporation acquired all of the capital stock of Capital Services Joint Systems of Schenectady, New York (Capital Services) for approximately $1,800,000 subject to adjustments and holdbacks including balance sheet retentions, and retentions for warranty and indemnifications. The value of the holdbacks and retentions total approximately $110,000. The assets acquired by the Company include inventories, trade receivables, cash, and other current assets.
Capital Services is a leading manufacturer of waterproofing sealants, expansion joints and accessories for the transportation, industrial and architectural markets. This new acquisition joins Chases Royston and E-poxy Engineered Materials brands to form the Construction Products group of Chase Specialty Coatings.
55
CHASE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 16Related Party Transaction
In December 2003, the Company sold its Sunburst Electronics Manufacturing Solutions, Inc. subsidiary (Sunburst). Sunburst is located in West Bridgewater, MA and was sold to the Edward L. Chase Revocable Trust (the Trust) in exchange for 230,406 shares of Chase common stock, valued at $3,000,000 at the time of the transaction, that were held by the Trust. The Trust is the Companys largest single shareholder. Andrew Chase, President of Sunburst, is the son of Edward L. Chase (deceased), the brother of Peter R. Chase (President and CEO of the Company) and a Trustee of the Trust.
The terms and conditions of the transactions between Chase and the Trust, including, without limitation, the purchase price for Sunburst, were determined through arms-length negotiations between Chase and the Trust. The transaction was reviewed and approved by an independent committee of the Chase Board of Directors following receipt of a valuation and fairness opinion completed by an independent third party valuation firm.
Additionally, a voting agreement dated December 26, 2002 between Chase and the Trust was amended and extended through 2013 in exchange for consideration of $200,000 paid by Chase to the Trust. Pursuant to the voting agreement, the Trustees have agreed to vote for the nominees for director of the Company, as approved from time to time by the Companys Nominating Committee, through the annual meeting in January 2013. The voting agreement requires that a designated representative of the Trust be elected a director of the Company. The voting agreement has been capitalized as an intangible asset and is being amortized over its ten year useful life.
The sale of Sunburst resulted in a charge of $579,182, recorded in the first quarter of fiscal 2004, representing the write down of the book value of the Sunburst business to its market value as required by generally accepted accounting principles.
Chase and Sunburst also entered into an agreement whereby Chase is leasing the building and land currently being occupied by Sunburst to Sunburst, for a term of thirty-six months at a base rent of $11,900 per month, which approximates fair value. The lease is set to expire on December 1, 2006 but it is anticipated that it will be extended for an additional thirty-six months with a base rent of $14,875 per month.
Note 17Net Income Per Share
Net income per share is calculated as follows:
|
|
Years Ended August 31, |
|
|||||||
|
|
2006 |
|
2005 |
|
2004 |
|
|||
Net income |
|
$ |
6,113,989 |
|
$ |
4,788,264 |
|
$ |
4,627,416 |
|
Weighted average common shares outstanding |
|
3,885,166 |
|
3,782,267 |
|
3,787,023 |
|
|||
Additional dilutive common stock equivalents |
|
98,441 |
|
127,484 |
|
217,988 |
|
|||
Diluted shares outstanding |
|
3,983,607 |
|
3,909,751 |
|
4,005,011 |
|
|||
Net income per shareBasic |
|
$ |
1.57 |
|
$ |
1.27 |
|
$ |
1.22 |
|
Net income per shareDiluted |
|
$ |
1.53 |
|
$ |
1.22 |
|
$ |
1.16 |
|
For the years ended August 31, 2006, 2005 and 2004, stock options to purchase 0, 10,000, and 0 shares of common stock, respectively, were outstanding but were not included in the calculation of diluted income per share because the options exercise prices were greater than the average market
56
CHASE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
price of the common stock and thus would be anti-dilutive. Included in the calculation of dilutive common stock equivalents are the unvested portion of restricted common stock grants.
Note 18Contingencies
From time to time, the Company is involved in litigation incidental to the conduct of its business. The Company is not party to any lawsuit or proceeding that, in managements opinion, is likely to seriously harm the Companys business, results of operations, financial conditions or cash flows.
The Company is one of over 100 defendants in a personal injury lawsuit, pending in Ohio, which alleges personal injury from exposure to asbestos contained in certain Chase products. 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 has since been postponed and no new trial date has been set. Since that time, the Ohio lawsuit has been inactive with respect to Chase. The Company had been a defendant in another personal injury lawsuit in Mississippi alleging injury from exposure to asbestos contained in certain Chase products. However, the Company was dismissed without prejudice from that lawsuit in June 2005.
Note 19Selected Quarterly Financial Data (Unaudited)
The following table presents unaudited quarterly operating results for each of the Companys quarters in years ended August 31, 2006 and 2005.
|
|
Fiscal Year 2006 Quarters |
|
|||||||||||||
|
|
First |
|
Second |
|
Third |
|
Fourth |
|
Year |
|
|||||
Net Sales |
|
$ |
24,630,254 |
|
$ |
24,133,339 |
|
$ |
27,592,791 |
|
$ |
30,804,113 |
|
$ |
107,160,497 |
|
Gross Profit on Sales |
|
7,109,552 |
|
6,190,870 |
|
7,371,831 |
|
8,879,751 |
|
29,552,004 |
|
|||||
Net Income |
|
1,017,898 |
|
953,681 |
|
1,369,874 |
|
2,772,536 |
|
6,113,989 |
|
|||||
Net income per sharebasic |
|
$ |
0.26 |
|
$ |
0.25 |
|
$ |
0.35 |
|
$ |
0.71 |
|
$ |
1.57 |
|
Net income per sharediluted |
|
$ |
0.26 |
|
$ |
0.24 |
|
$ |
0.34 |
|
$ |
0.69 |
|
$ |
1.53 |
|
|
|
Fiscal Year 2005 Quarters |
|
|||||||||||||
|
|
First |
|
Second |
|
Third |
|
Fourth |
|
Year |
|
|||||
Net Sales |
|
$ |
22,144,479 |
|
$ |
19,610,779 |
|
$ |
23,203,143 |
|
$ |
25,282,318 |
|
$ |
90,240,719 |
|
Gross Profit on Sales |
|
6,279,470 |
|
4,416,718 |
|
5,979,580 |
|
7,341,339 |
|
24,017,107 |
|
|||||
Net Income |
|
1,437,340 |
|
313,081 |
|
1,026,838 |
|
2,011,005 |
|
4,788,264 |
|
|||||
Net income per sharebasic |
|
$ |
0.39 |
|
$ |
0.08 |
|
$ |
0.27 |
|
$ |
0.53 |
|
$ |
1.27 |
|
Net income per sharediluted |
|
$ |
0.37 |
|
$ |
0.08 |
|
$ |
0.26 |
|
$ |
0.52 |
|
$ |
1.22 |
|
57
CHASE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 20Valuation and Qualifying Accounts
The following table sets forth activity in the Companys accounts receivable reserve:
Year ended |
|
|
|
Balance at |
|
Charges to |
|
Deductions to |
|
Balance at |
|
||||||||||||
August 31, 2006 |
|
|
$ |
345,709 |
|
|
|
$ |
166,608 |
|
|
|
$ |
|
|
|
|
$ |
512,317 |
|
|
||
August 31, 2005 |
|
|
$ |
227,056 |
|
|
|
$ |
164,596 |
|
|
|
$ |
(45,943 |
) |
|
|
$ |
345,709 |
|
|
||
August 31, 2004 |
|
|
$ |
324,627 |
|
|
|
$ |
396,697 |
|
|
|
$ |
(494,268 |
) |
|
|
$ |
227,056 |
|
|
The following table sets forth activity in the Companys income tax valuation allowance:
Year ended |
|
|
|
Balance at |
|
Charges to |
|
Deductions to |
|
Balance at |
|
||||||||||||
August 31, 2006 |
|
|
$ |
635,280 |
|
|
|
$ |
|
|
|
|
$ |
(635,280 |
) |
|
|
$ |
|
|
|
||
August 31, 2005 |
|
|
$ |
870,685 |
|
|
|
$ |
|
|
|
|
$ |
(235,405 |
) |
|
|
$ |
635,280 |
|
|
||
August 31, 2004 |
|
|
$ |
|
|
|
|
$ |
870,685 |
|
|
|
$ |
|
|
|
|
$ |
870,685 |
|
|
58
ITEM 9CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES
There were no changes in or disagreements with accountants on accounting or financial disclosure during fiscal year 2006.
ITEM 9ACONTROLS AND PROCEDURES
Evaluation of disclosure controls and procedures
Our management evaluated, under the supervision and with the participation of our principal executive and financial officer, the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K. Based on this evaluation, our principal executive and financial officer has concluded that our disclosure controls and procedures were effective to ensure that information we are required to disclose in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.
Changes in internal control over financial reporting
There was no change in our internal control over financial reporting that occurred during the fourth fiscal quarter of the fiscal year covered by this Annual Report on Form 10-K that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
On November 21, 2006, the Board of Directors of the Company, acting upon the recommendation of its Compensation and Management Development Committee, appointed three current officers of the Company to executive officer positions, each to assume his duties as of the date of the Companys Annual Meeting of Shareholders for fiscal year 2006 scheduled for February 5, 2007. Adam Chase will become the Companys Chief Operating Officer. Kenneth Dumas will become the Companys Treasurer and Chief Financial Officer. Terry Jones will become the Companys Chief Marketing Officer. See Item 4AExecutive Officers of the Registrant in this Annual Report for a description of the business backgrounds and certain other relationships of the officers.
59
ITEM 10DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information with respect to Directors of the Company, information with respect to compliance with the reporting obligations under Section 16(a) of the Exchange Act, and information concerning the Companys code of ethics applicable to senior management is incorporated by reference from the information contained in the Definitive Proxy Statement for the Annual Meeting of Stockholders, which is expected to be filed within 120 days after the Companys fiscal year ended August 31, 2006. Information regarding the Companys sole executive officer found in the section captioned Executive Officers of the Registrant in Item 4A of Part I hereof is also incorporated by reference into this Item 10.
ITEM 11EXECUTIVE COMPENSATION
The information required by Item 11 of Form 10-K is incorporated by reference from the information contained in the Definitive Proxy Statement for the Annual Meeting of Stockholders, which is expected to be filed within 120 days after the Companys fiscal year ended August 31, 2006.
ITEM 12SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The Information required by Item 12 of Form 10-K is incorporated by reference from the information contained in the Definitive Proxy Statement for the Annual Meeting of Stockholders, which is expected to be filed within 120 days after the Companys fiscal year ended August 31, 2006.
ITEM 13CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Information required by Item 13 of Form 10-K is incorporated by reference from the information contained in the Definitive Proxy Statement for the Annual Meeting of Stockholders, which is expected to be filed within 120 days after the Companys fiscal year ended August 31, 2006.
ITEM 14PRINCIPAL ACCOUNTANT FEES AND SERVICES
The Information required by Item 14 of Form 10-K is incorporated by reference from the information contained in the Definitive Proxy Statement for the Annual Meeting of Stockholders, which is expected to be filed within 120 days after the Companys fiscal year ended August 31, 2006.
60
ITEM 15EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
Financial Statements and Schedules:
The financial statements are set forth under Item 8 of this Annual Report on Form 10-K. Financial statement schedules have been omitted since they are either not required, not applicable, or the information is otherwise included.
Exhibit |
|
|
Number |
|
Description |
3.1 |
|
Articles of Organization (incorporated by reference from Exhibit 3.1 to the Companys Annual Report on Form 10-K for the fiscal year ended August 31, 2004, filed on November 24, 2004 (the 2004 Form 10-K)). |
3.2 |
|
By-Laws (incorporated by reference from Exhibit 3.2 to the Companys 2004 Form 10-K). |
10.1 |
|
Stock Purchase Agreement by and among The Edward L. Chase Revocable Trust and Chase Corporation dated December 10, 2003 (incorporated by reference from Exhibit 10.1 to the Companys current report on Form 8-K filed December 29, 2003). |
10.2 |
|
Voting Agreement between the Trustees of The Edward L. Chase Revocable Trust and the Company dated December 26, 2002 (incorporated by reference from Exhibit 10.30 to the Companys 2004 Form 10-K). |
10.3 |
|
Voting Agreement Amendment between the Trustees of The Edward L. Chase Revocable Trust and the Company dated December 10, 2003 (incorporated by reference from Exhibit 10.2 to the Companys current report on Form 8-K filed December 29, 2003). |
10.4 |
|
Lease Agreement between Sunburst and the Company dated December 1, 2003 (incorporated by reference from Exhibit 10.3 to the Companys current report on Form 8-K filed December 29, 2003). |
10.5 |
|
Amended and Restated Stock Agreement dated as of August 31, 2004, between the Company and Peter R. Chase (incorporated by reference to Exhibit 10 to the Companys current report on Form 8-K filed on September 2, 2004).* |
10.6 |
|
Chase Corporation Amended and Restated Employees Supplemental Pension and Savings Plan effective January 1, 2005 (incorporated by reference from Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q filed on July 17, 2006).* |
10.7 |
|
Chase Corporation Deferred Payment Plans Trust Agreement for Supplemental Pension and Savings Plan dated January 1, 1994 (incorporated by reference from Exhibit 10.38 to the Companys 2004 Form 10-K).* |
10.8 |
|
Chase Corporation Directors Supplemental Savings Plan dated June 30, 1997 (incorporated by reference from Exhibit 10.40 to the Companys 2004 Form 10-K).* |
10.9 |
|
Severance Agreement between the Company and Peter R. Chase dated July 10, 2006 (incorporated by reference from Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q filed on July 17, 2006).* |
10.10 |
|
Chase Corporation Non-Qualified Stock Option Grant to Peter R. Chase dated July 18, 1995 (incorporated by reference from Exhibit 10.42 to the Companys 2004 Form 10-K).* |
10.11 |
|
Chase Corporation 2001 Senior Management Stock Plan (incorporated by reference from Exhibit 10.44 to the Companys 2004 Form 10-K).* |
10.12 |
|
Form of award issued under Chase Corporation 2001 Senior Management Stock Plan (incorporated by reference from Exhibit 10.45 to the Companys 2004 Form 10-K).* |
10.13 |
|
Chase Corporation 2001 Non-Employee Director Stock Option Plan (incorporated by reference from Exhibit 10.46 to the Companys 2004 Form 10-K).* |
61
10.14 |
|
Form of award issued under Chase Corporation 2001 Non-Employee Director Stock Option Plan (incorporated by reference from Exhibit 10.47 to the Companys 2004 Form 10-K).* |
10.15 |
|
Executive Management Incentive Compensation Plan (incorporated by reference from Exhibit 10.48 to the Companys 2004 Form 10-K).* |
10.16 |
|
First Amended and Restated Loan Agreement between Chase Corporation and Fleet National Bank dated October 31, 2001 including First through Sixth Amendments to Amended and Restated Loan Agreement Plan (incorporated by reference from Exhibit 10.49 to the Companys 2004 Form 10-K). |
10.17 |
|
Amended and Restated Revolving Credit Note between Chase Corporation and Fleet National Bank dated October 31, 2001 (incorporated by reference from Exhibit 10.50 to the Companys 2004 Form 10-K). |
10.18 |
|
First Amendment, dated December 16, 2003, to Amended and Restated Revolving Credit Note between Chase Corporation and Fleet National Bank dated October 31, 2001 (incorporated by reference from Exhibit 10.51 to the Companys 2004 Form 10-K). |
10.19 |
|
Term Note Payable between Chase Corporation and Citizens Bank of Massachusetts dated January 8, 2004 (incorporated by reference from Exhibit 10.56 to the Companys 2004 Form 10-K). |
10.20 |
|
Chase Corporation 1995 Stock Option Plan (incorporated by reference from Exhibit 10.59 to the Companys 2004 Form 10-K).* |
10.21 |
|
Pension Plan for Employees of Chase Corporation, as amended July 1, 1995 (incorporated by reference from Exhibit 10.61 to the Companys 2004 Form 10-K).* |
10.22 |
|
Life Insurance Reimbursement Agreement between Chase Corporation and Peter R. Chase dated January 10, 2005 (incorporated by reference from Exhibit 10.1 to the Companys current report on form 8-K filed January 14, 2005).* |
10.23 |
|
Split Dollar Agreement between Chase Corporation and Peter R. Chase dated January 10, 2005 (incorporated by reference from Exhibit 10.2 to the Companys current report on Form 8-K filed January 14, 2005).* |
10.24 |
|
Split Dollar Endorsement dated January 10, 2005 (incorporated by reference from Exhibit 10.3 to the Companys current report on Form 8-K filed January 14, 2005).* |
10.25 |
|
Seventh Amendment, dated February 1, 2005, to the Amended and Restated Loan Agreement between Chase Corporation and Fleet National Bank (incorporated by reference from Exhibit 10.4 to the Companys Quarterly Report on Form 10-Q for the period ended February 28, 2005). |
10.26 |
|
Second Amendment, dated February 1, 2005, to the Amended and Restated Revolving Credit Note between Chase Corporation and Fleet National Bank (incorporated by reference from Exhibit 10.5 to the Companys Quarterly Report on Form 10-Q for the period ended February 28, 2005). |
10.27 |
|
Sales and Purchase Agreement dated October 14, 2005, among Chase and Sons Limited and the registered share owners of Concoat Holdings Limited (incorporated by reference from Exhibit 10.33 to the Companys Annual Report on Form 10-K filed on November 23, 2005 (the 2005 Form 10-K)). |
10.28 |
|
Term Note Payable between Chase Corporation and Citizens Bank of Massachusetts dated October 12, 2005 (incorporated by reference from Exhibit 10.34 to the Companys 2005 Form 10-K). |
62
10.29 |
|
Eighth Amendment, dated October 12, 2005, to the Amended and Restated Loan Agreement between Chase Corporation and Bank of America, N.A., successor by merger to Fleet National Bank (incorporated by reference from Exhibit 10.35 to the Companys 2005 Form 10-K). |
10.30 |
|
2005 Incentive Plan of Chase Corporation (incorporated by reference from Exhibit 10.1 to the Companys Form 8-K filed February 9, 2006).* |
14 |
|
Chase Corporation Code of Ethics (incorporated by reference from Exhibit 14 to the Companys 2004 Form 10-K) |
21 |
|
Subsidiaries of the Registrant |
23.1 |
|
Consent of Independent Registered Public Accounting FirmPricewaterhouseCoopers LLP |
31.1 |
|
Certification of principal executive and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
32.1 |
|
Certification of principal executive and principal financial officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
* Identifies management plan or compensatory plan or arrangement.
63
Pursuant to the requirements of Section 13 or 15(d) 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 |
||
|
By: |
/s/ PETER R. CHASE |
|
|
Peter R. Chase, President and |
|
|
Chief Executive Officer |
|
|
November 21, 2006 |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature |
|
|
|
Title |
|
|
|
Date |
|
|
/s/ PETER R. CHASE |
|
President, Chief Executive Officer and Director |
|
November 21, 2006 |
||||||
Peter R. Chase |
|
(Principal executive officer, principal financial officer and principal accounting officer) |
|
|
||||||
/s/ MARY CLAIRE CHASE |
|
Director |
|
November 21, 2006 |
||||||
Mary Claire Chase |
|
|
|
|
||||||
/s/ WILLIAM H. DYKSTRA |
|
Director |
|
November 21, 2006 |
||||||
William H. Dykstra |
|
|
|
|
||||||
/s/ J. BROOKS FENNO |
|
Director |
|
November 21, 2006 |
||||||
J. Brooks Fenno |
|
|
|
|
||||||
/s/ LEWIS P. GACK |
|
Director |
|
November 21, 2006 |
||||||
Lewis P. Gack |
|
|
|
|
||||||
/s/ GEORGE M. HUGHES |
|
Director |
|
November 21, 2006 |
||||||
George M. Hughes |
|
|
|
|
||||||
/s/ RONALD LEVY |
|
Director |
|
November 21, 2006 |
||||||
Ronald Levy |
|
|
|
|
64