UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the Quarterly Period Ended May 31, 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 organization)

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

 

26 Summer Street, Bridgewater, Massachusetts 02324

(Address of Principal Executive Offices, Including Zip Code)

 

(508) 279-1789

(Registrant’s Telephone Number, Including Area Code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. YES x   NO o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Large accelerated filer o             Accelerated filer o             Non-accelerated filer 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 number of shares of Common Stock outstanding as of June 30, 2006 was 3,896,135.

 




CHASE CORPORATION
INDEX TO FORM 10-Q

For the Quarter Ended May 31, 2006

Part I — FINANCIAL INFORMATION

 

 

 

 

 

Item 1 — Unaudited Financial Statements

 

 

 

 

 

Consolidated Balance Sheets as of May 31, 2006 and August 31, 2005

 

 

 

 

 

Consolidated Statements of Operations for the three and nine months ended May 31, 2006 and 2005

 

 

 

 

 

Consolidated Statement of Stockholders’ Equity for the nine months ended May 31, 2006

 

 

 

 

 

Consolidated Statements of Cash Flows for the nine months ended May 31, 2006 and 2005

 

 

 

 

 

Notes to Consolidated Financial Statements

 

 

 

 

 

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

 

 

 

 

 

Item 3 — Quantitative and Qualitative Disclosures About Market Risk

 

 

 

 

 

Item 4 — Controls and Procedures

 

 

 

 

 

Part II — OTHER INFORMATION

 

 

 

 

 

Item 1 — Legal Proceedings

 

 

 

 

 

Item 5 — Other Information

 

 

 

 

 

Item 6 — Exhibits

 

 

 

2




Part 1 — FINANCIAL INFORMATION

Item 1 — Unaudited Financial Statements

CHASE CORPORATION
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)

 

 

May 31, 2006

 

August 31, 2005

 

ASSETS

 

 

 

 

 

Current Assets:

 

 

 

 

 

Cash

 

$

1,861,337

 

$

847,001

 

Accounts receivable, less allowance for doubtful accounts of $564,872 and $345,709

 

14,985,300

 

12,816,464

 

Inventories

 

16,590,694

 

13,889,339

 

Prepaid expenses and other current assets

 

746,956

 

1,389,981

 

Deferred income taxes

 

349,241

 

349,241

 

Total current assets

 

34,533,528

 

29,292,026

 

 

 

 

 

 

 

Property, plant and equipment, net

 

18,738,819

 

18,589,482

 

 

 

 

 

 

 

Other Assets

 

 

 

 

 

Goodwill

 

10,918,330

 

8,178,373

 

Intangible assets, less accumulated amortization of $1,905,293 and $1,414,680

 

5,900,206

 

1,351,959

 

Cash surrender value of life insurance

 

3,653,215

 

4,907,590

 

Investment in joint venture

 

78,222

 

79,797

 

Restricted investments

 

1,361,828

 

1,325,457

 

Other assets

 

230,321

 

202,669

 

 

 

$

75,414,469

 

$

63,927,353

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

Current Liabilities

 

 

 

 

 

Accounts payable

 

$

7,084,695

 

$

5,492,470

 

Accrued payroll and other compensation

 

1,680,299

 

1,673,000

 

Accrued expenses

 

2,814,038

 

1,802,765

 

Accrued pension expense - current

 

982,000

 

354,531

 

Current portion of long-term debt

 

2,949,413

 

2,030,068

 

Total current liabilities

 

15,510,445

 

11,352,834

 

 

 

 

 

 

 

Long-term debt, less current portion

 

13,778,711

 

9,568,750

 

Deferred compensation

 

2,316,226

 

1,325,457

 

Accrued pension expense

 

1,803,990

 

2,343,397

 

Deferred income taxes

 

 

496,980

 

 

 

 

 

 

 

Commitments and Contingencies (Note 8)

 

 

 

 

 

 

 

 

 

 

 

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; 3,896,135 in 2006 and 3,818,665 in 2005 issued and outstanding

 

389,613

 

381,866

 

Additional paid-in capital

 

1,299,279

 

180,435

 

Accumulated other comprehensive loss

 

(433,675

)

(489,043

)

Retained earnings

 

40,749,880

 

38,766,677

 

Total stockholders’ equity

 

42,005,097

 

38,839,935

 

Total liabilities and stockholders’ equity

 

$

75,414,469

 

$

63,927,353

 

 

See accompanying notes to the consolidated financial statements

3




CHASE CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED )

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

May 31, 2006

 

May 31, 2005

 

May 31, 2006

 

May 31, 2005

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

 

 

 

 

 

 

 

 

Sales

 

$

27,592,791

 

$

23,203,143

 

$

76,356,384

 

$

64,958,401

 

Royalty and commissions

 

420,806

 

347,747

 

847,074

 

846,581

 

 

 

28,013,597

 

23,550,890

 

77,203,458

 

65,804,982

 

Costs and Expenses

 

 

 

 

 

 

 

 

 

Cost of products and services sold

 

20,220,960

 

17,223,563

 

55,684,131

 

48,282,633

 

Selling, general and administrative expenses

 

4,706,814

 

4,012,028

 

13,513,543

 

12,312,175

 

Stock based compensation expense

 

122,584

 

 

1,642,657

 

 

Loss on impairment of goodwill

 

457,000

 

 

457,000

 

 

Deferred compensation expense, net

 

 

 

814,034

 

 

Legal settlement

 

 

520,000

 

 

520,000

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

2,506,239

 

1,795,299

 

5,092,093

 

4,690,174

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

(270,575

)

(136,917

)

(760,847

)

(344,044

)

Misc. (expense)/income

 

48,090

 

43,287

 

137,551

 

120,173

 

 

 

 

 

 

 

 

 

 

 

Income before income taxes and minority interest

 

2,283,754

 

1,701,669

 

4,468,797

 

4,466,303

 

 

 

 

 

 

 

 

 

 

 

Income taxes

 

913,880

 

591,613

 

1,127,344

 

1,628,313

 

 

 

 

 

 

 

 

 

 

 

Income before minority interest

 

1,369,874

 

1,110,056

 

3,341,453

 

2,837,990

 

 

 

 

 

 

 

 

 

 

 

Loss on impairment of unconsolidated joint venture

 

 

(83,218

)

 

(83,218

)

Income from unconsolidated joint venture

 

 

 

 

22,487

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

1,369,874

 

$

1,026,838

 

$

3,341,453

 

$

2,777,259

 

 

 

 

 

 

 

 

 

 

 

Net income per common and common equivalent share

 

 

 

 

 

 

 

 

 

Basic

 

$

0.35

 

$

0.27

 

$

0.86

 

$

0.74

 

Diluted

 

$

0.34

 

$

0.26

 

$

0.84

 

$

0.71

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding

 

 

 

 

 

 

 

 

 

Basic

 

3,896,135

 

3,821,098

 

3,877,125

 

3,775,142

 

Diluted

 

3,984,997

 

3,918,003

 

3,967,063

 

3,918,862

 

 

See accompanying notes to the consolidated financial statements

4




CHASE CORPORATION
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
NINE MONTHS ENDED MAY 31, 2006
(UNAUDITED)

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

Other

 

 

 

Total

 

 

 

 

 

Common Stock

 

Paid-In

 

Comprehensive

 

Retained

 

Stockholders

 

Comprehensive

 

 

 

Shares

 

Amount

 

Capital

 

Income (loss)

 

Earnings

 

Equity

 

Income

 

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

 

23,339

 

2,334

 

242,726

 

 

 

 

 

245,060

 

 

 

Common stock received for payment of stock option exercise

 

(11,697

)

(1,170

)

(171,356

)

 

 

 

 

(172,526

)

 

 

Common stock received to pay statutory minimum withholding taxes on common stock

 

(38,819

)

(3,882

)

(559,068

)

 

 

 

 

(562,950

)

 

 

Board of Directors stock grant

 

6,127

 

613

 

91,905

 

 

 

 

 

92,518

 

 

 

Tax benefit from exercise of stock options

 

 

 

 

 

96,934

 

 

 

 

 

96,934

 

 

 

Cash dividend paid, $0.35 per share

 

 

 

 

 

 

 

 

 

(1,358,250

)

(1,358,250

)

 

 

Foreign currency translation adjustment

 

 

 

 

 

 

 

66,039

 

 

 

66,039

 

66,039

 

Net realized gain on marketable securities, net of tax

 

 

 

 

 

 

 

(10,671

)

 

 

(10,671

)

(10,671

)

Net income

 

 

 

 

 

 

 

 

 

3,341,453

 

3,341,453

 

3,341,453

 

Comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

$

3,396,821

 

Balance at May 31, 2006

 

3,896,135

 

$

389,613

 

$

1,299,279

 

$

(433,675

)

$

40,749,880

 

$

42,005,097

 

 

 

 

See accompanying notes to the consolidated financial statements

5




CHASE CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

 

 

Nine Months Ended

 

 

 

May 31, 2006

 

May 31, 2005

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

Net income

 

$

3,341,453

 

$

2,777,259

 

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

 

 

 

 

 

Income/(loss) from unconsolidated joint venture

 

 

(22,487

)

Loss on impairment of unconsolidated joint venture

 

 

83,218

 

(Gain)loss on sale of equipment

 

(600

)

24,458

 

Loss on impairment of goodwill

 

457,000

 

 

Gain on settlement of life insurance policies

 

(404,833

)

 

Depreciation

 

1,607,461

 

1,554,222

 

Amortization

 

490,613

 

114,146

 

Provision for losses on trade receivables

 

201,596

 

49,895

 

Stock issued for compensation

 

1,520,073

 

 

Tax benefit from exercise of stock options

 

 

799,811

 

Deferred taxes

 

(496,980

)

 

Increase (decrease) from changes in assets and liabilities

 

 

 

 

 

Accounts receivable

 

(1,655,012

)

(1,306,021

)

Inventories

 

(2,502,795

)

(1,229,321

)

Prepaid expenses & other assets

 

660,637

 

(19,165

)

Accounts payable

 

683,272

 

1,073,317

 

Accrued expenses

 

789,175

 

(318,447

)

Income taxes payable

 

(42,064

)

 

Deferred compensation

 

990,769

 

89,849

 

Net cash provided by operating activities

 

5,639,765

 

3,670,734

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

Purchases of property, plant and equipment

 

(1,502,012

)

(2,541,317

)

Payments for acquisitions, net of cash acquired

 

(8,169,410

)

(693,000

)

Contingent purchase price for acquisition

 

 

(106,886

)

Proceeds from sale of equipment

 

600

 

7,500

 

Withdrawals from/(investment in) restricted investments

 

(36,371

)

(3,000

)

Distributions from investment in minority interests

 

1,575

 

123,419

 

Proceeds from settlement of CSV life insurance policies

 

1,787,540

 

 

Increase in net cash surrender value of life insurance

 

(128,332

)

(386,968

)

Net cash used in investing activities

 

(8,046,410

)

(3,600,252

)

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

Borrowings on long-term debt

 

27,578,027

 

20,790,131

 

Payments of principal on debt

 

(22,483,854

)

(19,226,378

)

Payments of statutory minimum taxes on stock grant and stock options

 

(562,950

)

(1,937,511

)

Dividends paid

 

(1,358,250

)

(1,313,675

)

Proceeds from exercise of common stock options

 

72,534

 

290,042

 

Tax benefit from exercise of stock options

 

96,934

 

 

Net cash provided by (used in) financing activities

 

3,342,441

 

(1,397,391

)

 

 

 

 

 

 

INCREASE (DECREASE) IN CASH

 

935,796

 

(1,326,909

)

Effect of foreign exchange rates on cash

 

78,540

 

 

CASH, BEGINNING OF PERIOD

 

847,001

 

1,405,812

 

CASH, END OF PERIOD

 

$

1,861,337

 

$

78,903

 

See note 13 for supplemental cash flow information including non-cash financing and investing activities

See accompanying notes to the consolidated financial statements

6




CHASE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Note 1 — Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial reporting and instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Therefore they do not include all information and footnote disclosure necessary for a complete presentation of Chase Corporation’s financial position, results of operations and cash flows, in conformity with generally accepted accounting principles. Chase Corporation (“Chase” or the “Company”) filed audited financial statements which included all information and notes necessary for such presentation for the three years ended August 31, 2005 in conjunction with the Company’s 2005 Annual Report on Form 10-K.

The accompanying unaudited consolidated financial statements contain all adjustments (consisting of normal recurring items) which are, in the opinion of management, necessary for a fair presentation of the Company’s financial position as of May 31, 2006, the results of operations and cash flows for the interim periods ended May 31, 2006 and 2005, and changes in stockholders’ equity for the interim period ended May 31, 2006.

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. Foreign currency translation gain/ (loss) is determined using current exchange rates for monetary items and historical exchange rates for other balance sheet items.

Certain amounts reported in prior years have been reclassified to be consistent with the current year presentation. These reclassifications had no effect on the Company’s financial position or results of operations.

The results of operations for the interim period ended May 31, 2006 are not necessarily indicative of the results to be expected for any future period or the entire fiscal year. These interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended August 31, 2005, which are contained in the Company’s 2005 Annual Report on Form  10-K.

Note 2 — Inventories

Inventories consist of the following as of May 31, 2006 and August 31, 2005:

 

 

May 31, 2006

 

August 31, 2005

 

Raw materials

 

$

8,428,961

 

$

7,193,428

 

Finished and in process

 

8,161,733

 

6,695,911

 

Total Inventories

 

$

16,590,694

 

$

13,889,339

 

 

7




CHASE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Note 3 — Net Income Per Share

Net income per share is calculated as follows:

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

May 31, 2006

 

May 31, 2005

 

May 31, 2006

 

May 31, 2005

 

Net income

 

$

1,369,874

 

$

1,026,838

 

$

3,341,453

 

$

2,777,259

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding

 

3,896,135

 

3,821,098

 

3,877,125

 

3,775,142

 

Additional dilutive common stock equivalents

 

88,862

 

96,905

 

89,938

 

143,720

 

Diluted shares outstanding

 

3,984,997

 

3,918,003

 

3,967,063

 

3,918,862

 

 

 

 

 

 

 

 

 

 

 

Net income per share - Basic

 

$

0.35

 

$

0.27

 

$

0.86

 

$

0.74

 

Net income per share - Diluted

 

$

0.34

 

$

0.26

 

$

0.84

 

$

0.71

 

 

Note 4 — 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 Company’s balance sheet or results of operations since all outstanding stock options were fully vested prior to the date the Company adopted SFAS 123(R). Beginning September 1, 2005 the Company is accounting for all share based grants (including stock option issuances) under the provisions of SFAS 123(R).

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 Company’s 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 Company’s 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 Company’s 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 Company’s 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.

8




CHASE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

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 Company’s 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 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. The 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 stock grant of approximately 41,317 shares to key members of management based on the fiscal year 2006 results. These 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 May 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 $628,000.

The following table illustrates the pro forma effect on net income and net income per share if the Company had applied the fair value recognition provisions of SFAS 123 and SFAS 148 to stock-based employee compensation for periods prior to the Company’s adoption of SFAS 123(R):

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

May 31, 2005

 

May 31, 2005

 

 

 

 

 

 

 

Net income, as reported

 

$

1,026,838

 

$

2,777,259

 

Less: Total stock-based compensation costs determined under the fair value based method, net of tax

 

(642,326

)

(1,029,554

)

 

 

 

 

 

 

Net income, pro forma

 

$

384,512

 

$

1,747,705

 

 

 

 

 

 

 

Net income per share - as reported

 

 

 

 

 

Basic

 

$

0.27

 

$

0.74

 

Diluted

 

$

0.26

 

$

0.71

 

 

 

 

 

 

 

Net income per share - pro forma

 

 

 

 

 

Basic

 

$

0.10

 

$

0.46

 

Diluted

 

$

0.10

 

$

0.45

 

 

Stock option activity under all of the Company’s stock plans since August 31, 2005 is summarized as follows:

 

Number
Outstanding

 

Weighted Average
Exercise Price

 

Options exercisable at August 31, 2005

 

473,892

 

$

10.88

 

Granted

 

 

 

Exercised

 

(23,339

)

10.50

 

Forfeited or cancelled

 

 

 

Options exercisable at May 31, 2006

 

450,553

 

$

10.90

 

 

9




CHASE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

The following table summarizes information about stock options outstanding at May 31, 2006:

 

 

Options Outstanding

 

 

Range of Exercise Prices

 

 

Number
Outstanding

 

Weighted Avg.
Remaining
Contractual Life

 

Weighted
Average
Exercise Price

 

 

 

 

 

 

 

 

 

$10.50-11.55

 

440,553

 

5.3 years

 

$

10.79

 

$15.93

 

10,000

 

5.0 years

 

15.93

 

 

 

450,553

 

5.2 years

 

$

10.90

 

 

All stock options were granted with an exercise price equal to or greater than the market price of the underlying stock on the date of the grant.

There were no option grants during the first nine months of fiscal year 2006. The fair value of each option granted in fiscal year 2005 was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions for fiscal year 2005 .   The expected volatility for fiscal year 2005 was based on the historical volatility of the Company’s stock.

 

 

2005

 

Expected dividend yield

 

3.0%

 

Expected life

 

5 years

 

Expected volatility

 

125.0%

 

Risk-free interest rate

 

4.0%

 

 

For the nine months ended May 31, 2006, the amount of cash received by the Company from the exercise of stock options (exclusive of stock received for payment of stock option exercises) was $73,000 with a total tax benefit realized of $97,000. Also, in accordance with SFAS No. 123(R), the proceeds received and related tax benefits have been reported as net cash provided by financing activities.

Note 5 — Segment Information

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 electro-mechanical assembly services for the electronics industry. The Company evaluates segment performance based upon income before income taxes and minority interest.

10




CHASE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

The following table summarizes information about the Company’s reportable segments:

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

May 31, 2006

 

May 31, 2005

 

May 31, 2006

 

May 31, 2005

 

Revenues from external customers

 

 

 

 

 

 

 

 

 

Specialized Manufacturing

 

$

24,666,852

 

$

20,754,820

 

$

68,071,219

 

$

56,956,811

 

Electronic Manufacturing Services

 

3,346,745

 

2,796,070

 

9,132,239

 

8,848,171

 

Total

 

$

28,013,597

 

$

23,550,890

 

$

77,203,458

 

$

65,804,982

 

 

 

 

 

 

 

 

 

 

 

Income before income taxes and minority interest

 

 

 

 

 

 

 

 

 

Specialized Manufacturing

 

$

3,293,855

(d)

$

3,065,126

 

$

9,746,534

(d)

$

7,688,290

 

Electronic Manufacturing Services

 

257,344

 

167,580

 

670,167

 

794,532

 

Total for reportable segments

 

3,551,199

 

3,232,706

 

10,416,701

 

8,482,822

 

Corporate and Common Costs

 

(1,267,445

)(a)

(1,531,037

)(c)

(5,947,904

)(b)

(4,016,519

)(c)

Total

 

$

2,283,754

 

$

1,701,669

 

$

4,468,797

 

$

4,466,303

 


(a) Includes stock based compensation expense of $122,584 for the three months ended May 31, 2006.

(b) Includes deferred compensation expense, net, of $814,034 and stock based compensation expense of $1,642,657 for the nine months ended May 31, 2006. (See note 4)

(c) Includes legal settlement of $520,000.

(d) Includes loss on impairment of goodwill of $457,000. (See note 6)

 

 

May 31, 2006

 

August 31, 2005

 

Total assets

 

 

 

 

 

Specialized Manufacturing

 

$

51,684,463

 

$

40,003,408

 

Electronic Manufacturing Services

 

12,250,387

 

11,187,005

 

Total for reportable segments

 

63,934,850

 

51,190,413

 

Corporate and Common Assets

 

11,479,619

 

12,736,940

 

Total

 

$

75,414,469

 

$

63,927,353

 

 

Note 6 — Goodwill and Other Intangibles

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 5).   The purchase price allocation for the Company’s acquisition of Concoat Holdings Limited was completed during the quarter ended May 31, 2006 (see Note 7).

11




CHASE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

The changes in the carrying value of goodwill, by reporting unit, are as follows :

 

 

Specialized
Manufacturing

 

Electronic
Manufacturing
Services

 

Consolidated

 

Balance at August 31, 2005

 

$

2,179,485

 

$

5,998,888

 

$

8,178,373

 

Acquisition of Concoat Ltd.

 

3,196,957

 

 

3,196,957

 

Loss on impairment

 

(457,000

)

 

(457,000

)

Balance at May 31, 2006

 

$

4,919,442

 

$

5,998,888

 

$

10,918,330

 

 

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 Company’s 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 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 May 31, 2006 and August 31, 2005:

 

 

Weighted-Average

 

Gross Carrying

 

Accumulated

 

Net Carrying

 

 

 

Amortization Period

 

Value

 

Amortization

 

Value

 

May 31, 2006

 

 

 

 

 

 

 

 

 

Patents and agreements

 

13.6 years

 

2,021,244

 

1,583,109

 

438,135

 

Formulas

 

9.2 years

 

1,031,280

 

88,842

 

942,438

 

Trade names

 

4.1 years

 

180,000

 

43,612

 

136,388

 

Customer lists and relationships

 

10.9 years

 

4,552,500

 

189,730

 

4,362,770

 

 

 

 

 

 

 

 

 

 

 

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 May 31, 2006 and August 31, 2005, respectively.

12




CHASE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Amortization expense related to intangible assets for the nine months ended May 31, 2006 and 2005 was $490,613 and $114,146, respectively. Estimated amortization expense for the remainder of fiscal year 2006 and for each of the five succeeding fiscal years is as follows:

Years ending August 31,

 

 

 

2006 (remaining three months)

 

$

185,487

 

2007

 

741,948

 

2008

 

730,837

 

2009

 

715,284

 

2010

 

715,284

 

2011

 

666,284

 

 

 

$

3,755,124

 

 

Note 7 — Acquisitions

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 total approximately $442,000 and have been recorded in accrued expenses as of May 31, 2006.

The Concoat business had been an agent, distributor and manufacturing licensee of the Company’s Humiseal® product line for nearly 25 years. Concoat will be incorporated into the Company’s Specialized Manufacturing segment as a manufacturer of the Humiseal product line as well as providing valuable research and development expertise to further enhance the Company’s 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 Concoat’s operations have been included in the Company’s 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 Company’s credit facility (See Note 9).

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

 

 

13




CHASE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

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.

Note 8 — Commitments and Contingencies

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 management’s opinion, is likely to materially harm the Company’s 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 Chase products. The plaintiff in the case issued discovery requests to Chase in August 2005, to which Chase timely responded in September 2005. The case was inactive with respect to Chase until recently, when the claim against Chase placed on the active docket. The Court has set a trial date of April 30, 2007. The Company had been a defendant in another personal injury lawsuit in Mississippi alleging injury from exposure to asbestos contained in Chase products. However, the Company was dismissed without prejudice from that lawsuit in June 2005.

Note 9 — Long Term Debt

The Company borrowed $7,800,000 from Citizens Bank of Massachusetts in October 2005 in order to fund the acquisition of Concoat. 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. At May 31, 2006, the effective interest rate on this note was 6.53%. 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 $390,000 on each quarterly anniversary of the first interest payment date during the term of the note. Prepayment of the note is allowed at any time during the term of the loan.

14




CHASE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Note 10 — Pensions and Other Post Retirement Benefits

The components of net periodic benefit cost for the three and nine month periods ended May 31, 2006 and 2005, respectively, are as follows:

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

May 31, 2006

 

May 31, 2005

 

May 31, 2006

 

May 31, 2005

 

Service cost

 

$

118,263

 

$

85,293

 

$

354,789

 

$

255,881

 

Interest cost

 

121,661

 

125,345

 

364,983

 

376,033

 

Expected return on plan assets

 

(85,475

)

(102,586

)

(256,425

)

(307,760

)

Amortization of prior service cost

 

21,996

 

21,995

 

65,988

 

65,987

 

Amortization of unrecognized loss

 

35,861

 

16,207

 

107,583

 

48,621

 

Actuarial settlement adjustment

 

 

50,000

 

 

50,000

 

Net periodic benefit cost

 

$

212,306

 

$

196,254

 

$

636,918

 

$

488,762

 

 

As of May 31, 2006 the Company has contributed $546,000 in the current fiscal year to fund its obligations under the pension plan. This amount equals the total planned contributions for fiscal year 2006. The Company plans to contribute an additional $982,000 to fund pension plan obligations in the first quarter of fiscal year 2007.

Note 11 — Deferred Compensation

During the nine months ended May 31, 2006, the Company recorded a gain of $403,000 realized on the surrender of two split dollar life insurance policies per the terms of a November 2005 agreement between the Company and a former officer’s 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 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.

Note 12 — Income Taxes

In November 2005, the Company concluded that it was more likely than not that the deferred tax asset in the form of a capital loss carryforward 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 resulting in a tax benefit of $669,000. The gain on the sale of this property will be recorded for both financial reporting and tax purposes in the period in which title is transferred from the Company to the buyer of the property. The anticipated effective tax rate in fiscal year 2006 is 40% with a net effective rate after reversal of the valuation allowance of approximately 31% compared to 37% in fiscal year 2005.

15




CHASE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Note 13 — Supplemental Cash Flow Data

Supplemental cash flow information for the nine months ended May 31, 2006 and 2005, respectively, are as follows:

 

Nine Months Ended

 

 

 

May 31, 2006

 

May 31, 2005

 

 

 

 

 

 

 

Accrued contingent payments related to acquisition of Concoat

 

$

446,202

 

$

 

Common stock received for payment of stock option exercises

 

 

774,186

 

 

Note 14 — Recent Accounting Pronouncements

In May 2005, the FASB issued SFAS No. 154, “Accounting Changes and Error Corrections - a replacement of APB Opinion No. 20 and SFAS No. 3,” which requires retrospective application to prior periods’ financial statements of changes in accounting principle, unless it is impracticable to do so. When it is impracticable to determine the effect on all prior periods, this statement requires that the new principle be applied to the earliest period practicable. This statement carries forward without changing the guidance in APB Opinion No. 20 for reporting the correction of an error in previously issued financial statements and a change in accounting estimates. SFAS No. 154 shall be effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. However, early adoption is permitted. The adoption of SFAS No. 154 will not have a material impact on the Company’s financial statements.

 

16




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

The following discussion provides an analysis of the Company’s financial condition and results of operations and should be read in conjunction with the Consolidated Financial Statements and notes thereto included in Item 1 of Part I of this Quarterly Report on Form 10-Q and the Company’s Annual Report on Form 10-K filed for the fiscal year ended August 31, 2005.

Recent Developments

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 $8,668,000 (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, retentions for warranty and indemnifications and tax retentions. The value of the holdbacks and retentions totaled approximately US $1,352,000. The balance sheet retentions relate to a 90 day review of the aged balances of the trade receivables and inventories, tax retentions relate to possible tax liabilities that may be incurred after the closing date, property retentions concern repairs and/or possible structural issues related to a Concoat Holdings Limited facility and the warranty/indemnification retention is intended to cover estimated claims and/or liabilities related to Concoat Holdings Limited products. Claims related to the retentions must be made on or before 18 months from the acquisition date. Monies not used for retention claims must be paid in full to the sellers’ representatives not more than 10 calendar days following 18 months from the acquisition date. The transaction did not include the equipment portion of the Concoat business known as Concoat Systems which was spun off prior to Chase’s acquisition. The assets acquired by Chase Corporation include inventories, trade receivables, cash, and other current assets.

During the nine months ended May 31, 2006, the Company paid approximately $910,000 to the sellers’ representatives as payment of the holdbacks related to the balance sheet retentions (as discussed above) per the terms of the agreement.

Concoat had been an agent, distributor and manufacturing licensee of Chase Corporation’s 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.

Overview

Overall performance in the first nine months of fiscal year 2006 continues to show significant revenue and profit increases as a result of strategic acquisitions, efficiency improvements and keen attention to the manufacturing cost structure of the business. Revenue for the Specialized Manufacturing segment achieved significant increases over the same period last year, providing a solid basis for continued optimism as the Company enters its final quarter of fiscal 2006. Since a substantial portion of the Company’s raw materials are petroleum based, the rising price of oil translates directly to increased raw material costs. Profitability continues to be impacted by these raw material cost increases; however, price increases introduced to customers will partially alleviate the increased costs going forward. During the remainder of the fiscal year, management expects additional pressure on profit margins as raw material and energy cost increases outpace the Company’s ability to raise prices putting more pressure on productivity improvements. Continued strong revenue growth will assist in the Company’s ability to leverage its fixed costs.

The Chase Electronic Manufacturing Services segment demonstrated improvement in both revenues and profitability in the quarter, reflecting the Company’s continued focus on maximizing new business

17




opportunities coupled with broadening existing customer projects and offerings. With the move to the new Winchester plant adding growth capacity and capabilities, Chase EMS has positioned itself to fulfill existing contracts and continue to focus on generating new opportunities which will have a positive impact on both top and bottom line growth. Additionally, new customers brought on board in the first half of the year began to generate revenue for this division in the latter part of the Company’s second quarter and contributed solid performance in the third quarter ended May 31, 2006.

The financial impact of implementing the internal control provisions of the Sarbanes-Oxley Act imposes significant costs on small businesses such as Chase. These costs will be greatest during the implementation phase of the project, which will last through August 2007. Ongoing compliance costs beyond the initial implementation will lessen; however, they will still be present in fiscal years beyond 2007. Under current SEC regulations, Chase must comply with the internal control provisions of Section 404 of the Sarbanes-Oxley Act as of August 31, 2007, although the SEC has indicated its intention to postpone the compliance deadline for a further year.

T he 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

·   Northeast Quality Products, Inc. (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 and custom pressure sensitive labels.

 

 

 

 

 

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.

 

18




Results of Operations

Revenues and Operating Profit by Segment are as follows (dollars in thousands)

 

 

 

 

Income Before

 

 

 

 

 

 

 

Income Taxes and

 

% of

 

 

 

Revenue

 

Minority Interest

 

Revenue

 

Three Months Ended May 31, 2006

 

 

 

 

 

 

 

Specialized Manufacturing

 

$

24,667

 

$

3,294

 

13

%

Electronic Manufacturing Services

 

3,347

 

257

 

8

 

 

 

$

28,014

 

3,551

 

13

 

Less corporate and common costs

 

 

 

(1,267

)(a)

 

 

Income before income taxes and minority interest

 

 

 

$

2,284

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended May 31, 2005

 

 

 

 

 

 

 

Specialized Manufacturing

 

$

20,755

 

$

3,065

 

15

%

Electronic Manufacturing Services

 

2,796

 

168

 

6

 

 

 

$

23,551

 

3,233

 

14

 

Less corporate and common costs

 

 

 

(1,531

)(b)

 

 

Income before income taxes and minority interest

 

 

 

$

1,702

 

 

 


(a) Includes stock based compensation expense of $122,584 for the three months ended May 31, 2006

(b) Includes legal settlement of $520,000

Total Revenues

Total revenues increased $4,463,000 or 19% to $28,014,000 for the quarter ended May 31, 2006 compared to revenues of $23,551,000 for the same period in fiscal 2005. Total revenues increased $11,398,000 or 17% to $77,203,000 for the fiscal year to date period ended May 31, 2006 compared to $65,805,000 for the same period in fiscal 2005. The increase in revenues for both the quarter and year to date periods from the Company’s Specialized Manufacturing segment is primarily due to the following: (a) the acquisitions of the E-Poxy and Concoat businesses, offset by a slight revenue decrease in roadway additives, contributed additional revenues of $1,162,000 and $3,623,000 for the quarter and nine months ended May 31, 2006, respectively; and (b) increased sales of the Coating & Laminating division’s Chase BLH2OCK® product and wire and cable product lines due to oil and gas companies increasing maintenance budgets, increased industrial power and power transmission projects and significant roadway infrastructure enhancement projects contributed additional revenue of $2,724,000 and $6,379,000 for the quarter and nine months ended May 31, 2006, respectively.

19




The increased revenues in Specialized Manufacturing were complemented by a significant increase in revenues from the Company’s Electronic Manufacturing Services segment during the quarter. Revenues from the EMS segment increased $551,000 or 20% to $3,347,000 for the quarter ended May 31, 2006 compared to $2,796,000 in the same period in fiscal 2005. This increase was primarily due to new customer order activity combined with existing customers taking delivery of products previously included as part of the Company’s backlog. Revenues from the EMS segment for the fiscal year to date period ended May 31, 2006 increased $284,000 or 3% to $9,132,000 compared to revenues of $8,848,000 for the same period in fiscal 2005 due to new customer orders and increased demand from existing customers.

Royalty revenues in the Specialized Manufacturing segment increased $73,000 or 21% for the quarter ended May 31, 2006 compared to the same period in fiscal 2005. Total royalties remained consistent for the fiscal year to date period ended May 31, 2006 compared to the same period in fiscal 2005. The increase for the quarter is primarily attributable to increased royalty rates to existing customers, offset by the loss of royalty revenue primarily attributable to the Company’s acquisition of Concoat, which was previously a source of royalty income prior to its acquisition by the Company.

Cost of Products and Services Sold

Cost of products and services sold increased $2,997,000 or 17% to $20,221,000 in the quarter ended May 31, 2006 compared to $17,224,000 in the same period in fiscal 2005.  Cost of products and services sold increased $7,401,000 or 15% to $55,684,000 for the fiscal year to date period ended May 31, 2006 compared to $48,283,000 in the same period in fiscal 2005. As a percentage of revenues, cost of products and services sold decreased to 72% in the current quarter and fiscal year to date periods compared to 73% in the same periods in fiscal 2005.

Cost of products and services sold in the Company’s Specialized Manufacturing segment were $17,389,000 in the quarter ended May 31, 2006 compared to $14,810,000 in the same period in fiscal 2005. Cost of products and services sold in the Company’s Specialized Manufacturing segment for the fiscal year to date period ended May 31, 2006 were $47,978,000 compared to $40,838,000 in the same period in fiscal 2005. The majority of the dollar value increase was a result of increased revenues during the first nine months of fiscal 2006. As a percentage of revenues, cost of products and services sold in the Company’s Specialized Manufacturing segment remained stable at 70% in the quarter ended May 31, 2006, compared to the same period in fiscal 2005.  As a percentage of revenues, cost of products and services sold in the Company’s Specialized Manufacturing segment decreased to 70% in the nine months ended May 31, 2006, compared to 71% in the same period in fiscal 2005.

Management’s continued focus on improving manufacturing efficiencies as well as continued emphasis on strategic purchases helped offset raw material cost increases on some of the Company’s key product lines. Continued strong revenue growth in the Specialized Manufacturing segment will continue to assist the Company’s ability to leverage its fixed costs.

Cost of products and services sold in the Company’s Electronic Manufacturing Services segment were $2,832,000 in the quarter ended May 31, 2006 compared to $2,414,000 in the same period in fiscal 2005. Cost of products and services sold in the Company’s Electronic Manufacturing Services segment for the fiscal year to date period ended May 31, 2006 were $7,706,000 compared to $7,445,000 in the same period in fiscal 2005. The dollar value increase in cost of products and services sold is primarily attributable to increased revenues for the first nine months of fiscal 2006 coupled with an increase in fixed manufacturing costs attributable to the new plant. As a percentage of revenues, cost of products and services sold in this segment decreased to 85% for the quarter ended May 31, 2006 compared to 86% for the same period in fiscal 2005. As a percentage of revenues, cost of products and services sold in the Company’s Electronic Manufacturing segment remained steady at 84% for the fiscal year to date period compared to the same period in fiscal 2005.

20




Selling, General and Administrative Expenses

Selling, general and administrative expenses increased $695,000 or 17% to $4,707,000 in the quarter ended May 31, 2006 compared to $4,012,000 in the same period in fiscal 2005. Selling, general and administrative expenses increased $1,201,000 or 10% to $13,513,000 for the fiscal year to date period ended May 31, 2006 compared to $12,312,000 in the same period in fiscal 2005. As a percent of revenues, selling, general and administrative expenses were 17% and 18% for the quarter ended and fiscal year to date period ended May 31, 2006, respectively, compared to 17% and 19% in the same periods in fiscal 2005. The dollar increase in both the fiscal 2006 quarter and fiscal year to date relates primarily to additional selling, general and administrative expenses related to the Company’s acquisition of Concoat; 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 the first nine months of fiscal 2006 compared to the same periods in fiscal 2005 can be attributed to the Company’s increased revenue base and ongoing efforts to leverage its fixed costs wherever possible.

Stock Based Compensation

The Company recorded non-cash stock based compensation expense in the amount of $1,643,000 in the nine months ended May 31, 2006. This charge relates to the issuance of 98,250 shares of Company stock to 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. Additionally, the Company is ratably recognizing expense for additional stock based compensation to be 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 will be based on the final fiscal year 2006 results and will vest 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 officer’s 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 officer’s 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 payments as they are made.

Loss on Impairment of Goodwill

In the current quarter, 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.

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Interest Expense

Interest expense increased $134,000 or 98% to $271,000 in the quarter ended May 31, 2006 compared to $137,000 in the same period in fiscal 2005. Interest expense increased $417,000 or 121% to $761,000 for the fiscal year to date period ended May 31, 2006 compared to $344,000 in the same period in fiscal 2005. The increase in interest expense is a direct result of (a) increased debt due to the October 2005 acquisition of Concoat and (b) rising interest rates over the past eighteen months. The increase in debt due to the Concoat acquisition was offset by the Company’s ability to reduce existing debt balances through principal payments from operating cash flow.  The Company expects to continue to pay down its debt through operating cash flow in fiscal 2006 and receive the benefits from favorable borrowing rates from its financial institutions.

Other Income (Expense)

Other income increased $5,000 to $48,000 in the quarter ended May 31, 2006 compared to $43,000 in the same period in fiscal 2005. Other income increased $17,000 to $138,000 for the fiscal year to date period ended May 31, 2006 compared to $120,000 in the same period in fiscal 2005. 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 Company’s sale of Sunburst in December 2003. The quarterly and fiscal year to date increase in other income consists primarily of bank interest earned by the Company’s Concoat division.

Income Taxes

In November 2005, the Company concluded that is was more likely than not that the deferred tax asset in the form of a capital loss carryforward 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 the previous fiscal quarter resulting in a tax benefit of $669,000. The gain on the sale of this property will be recorded for both financial reporting and tax purposes in the period in which title is transferred from the Company to the buyer of the property. The anticipated effective tax rate in fiscal year 2006 is 40% with a net effective rate after reversal of the valuation allowance of approximately 31% compared to 37% in fiscal year 2005.

Income Before Minority Interest

Income before minority interest increased $260,000 or 23% to $1,370,000 in the quarter ended May 31, 2006 compared to $1,110,000 in the same period in fiscal 2005. Income before minority interest increased $503,000 or 18% to $3,341,000 for the fiscal year to date period ended May 31, 2006 compared to $2,838,000 in the same period in fiscal 2005. The increase in both the quarter and year to date periods is primarily attributable to increased profitability from the Company’s core product lines in the Specialized Manufacturing Segment due to increased sales in both the Chase Coating and Laminating and Specialty Coatings divisions.

Net Income

Net income increased $343,000 or 33% to $1,370,000 in the quarter ended May 31, 2006 compared to $1,027,000 in the same period in fiscal 2005. Net income increased $564,000 or 20% to $3,341,000 for the fiscal year to date period ended May 31, 2006 compared to $2,777,000 in the same fiscal period in 2005.  The increase in net income for both the quarter and year to date periods is primarily due to increased revenue growth in the Company’s core product lines coupled with the Company’s ability to leverage its fixed costs. Additionally, the Company received the benefit of a lower effective tax rate for the nine months ended May 31, 2006 as discussed above.

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Liquidity and Sources of Capital

The Company’s cash balance increased $1,014,000 to $1,861,000 at May 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 May 31, 2006 was primarily the result of the timing of cash collections that had not yet been used by the Company to pay down its revolving line of credit prior to the quarter end in addition to the cash acquired as part of the Concoat acquisition.

Cash flow provided by operations was $5,640,000 for the nine months ended May 31, 2006 compared to $2,870,923 in the prior year period. Cash provided by operations during the first nine months of 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 2.2 as of May 31, 2006 compared to 2.6 as of August 31, 2005. The decrease in the Company’s current ratio is primarily attributable to increases in accounts payable, accrued expenses including accrued pension expense and current portion of long term debt which exceeded increases to cash, inventory and accounts receivable.

Cash flow used in investing activities of $8,046,000 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 provided by financing activities of $3,342,000 was primarily due to the new term loan used to fund the Company’s acquisition of Concoat, offset by (a) payments made on the term loan and the Company’s line of credit arrangement; (b) payments of minimum taxes on stock grant and stock options; and (c) payment of the annual dividend.

The Company continues to have long-term unsecured credit available up to a maximum amount of $10 million at the bank’s 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 $6.9 million and 6.61%, respectively, at May 31, 2006. The Company had $3.1 million in available credit at May 31, 2006 under this credit facility and plans to use this availability to help finance its cash needs in fiscal 2006. 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 June 30, 2006, the Company had $3.6 million in available credit under this credit facility.

Under the terms of the Company’s 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 May 31, 2006.

In addition to this primary credit facility, the Company borrowed $7,800,000 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. Interest payments are due on the first day of each month. In addition to monthly interest

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payments, 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 loan is subject to certain debt covenants similar to the Company’s 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.

On October 17, 2005, the Company announced a cash dividend of $0.35 per share (totaling $1,358,000) to shareholders of record on October 31, 2005 which was paid on December 5, 2005.

The Company does not have any significant off balance sheet arrangements.

The Company currently has no significant capital commitments but plans to add 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 2006 that are complementary to its business. The Company believes that its existing resources, including its 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.

Recently Issued Accounting Standards

In May 2005, the FASB issued SFAS No. 154, “Accounting Changes and Error Corrections - a replacement of APB Opinion No. 20 and SFAS No. 3,” which requires retrospective application to prior periods’ financial statements of changes in accounting principle, unless it is impracticable to do so. When it is impracticable to determine the effect on all prior periods, this statement requires that the new principle be applied to the earliest period practicable. This statement carries forward without changing the guidance in APB Opinion No. 20 for reporting the correction of an error in previously issued financial statements and a change in accounting estimates. SFAS No. 154 shall be effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. However, early adoption is permitted. The adoption of SFAS No. 154 will not have a material impact on the Company’s financial statements.

Forward Looking Information

The part of this Quarterly Report on Form 10-Q captioned “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contains certain forward-looking statements, which involve risks and uncertainties. These statements are based on current expectations, estimates and projections about the industries in which we operate, management’s beliefs and assumptions made by management. Readers should refer to the discussions under “Forward Looking Information” and “Risk Factors” contained in the Company’s Annual Report on Form 10-K for the year ended August 31, 2005 concerning certain factors that could cause the Company’s actual results to differ materially from the results anticipated in such forward-looking statements. These discussions are hereby incorporated by reference into this Quarterly Report.

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Item 3 — Quantitative and Qualitative Disclosures about Market Risk

The Company faces limited exposure to financial market risks, including adverse movements in foreign currency exchange rates and changes in interest rates. These exposures may change over time as business practices evolve and could have a material adverse impact on the Company’s financial results.

The Company limits the amount of credit exposure to any one issuer. At May 31, 2006, other than the Company’s restricted investments (which are restricted for use in a non qualified retirement savings plan for certain key employees and Directors), all of the Company’s 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 Company has very limited currency exposure since all invoices are denominated in U.S. dollars except for invoices from the Company’s UK operations (Concoat) to European customers. Historically, the Company has maintained minimal cash balances outside the U.S. As of May 31, 2006, the Company had cash balances in the United Kingdom for its Concoat division denominated primarily in pounds sterling and equal to US $1,579,000.

On May 19, 2005, the Company entered into a forward currency hedge denominated in British pounds sterling in anticipation of its pending acquisition of Concoat Holdings Limited, based in the United Kingdom. The forward contract, entered into with the Company’s primary bank, called for the Company to purchase £1,875,000 in US dollars at an exchange rate equal to 1.855 and to purchase an additional £1,875,000 in US dollars at an exchange rate equal to the lesser of 1.855 or the spot rate on the initial settlement date, which was 1.765. The forward contract was to initially settle on June 30, 2005 (the “initial settlement date”) but was extended several times through October 12, 2005 at which time the contract was settled in conjunction with the Company’s acquisition of Concoat on October 14, 2005. The Company did not elect hedge accounting for this transaction under SFAS 133.  Upon the final settlement date, the impact of this foreign currency contract was included in the total purchase price of the Company’s acquisition of Concoat. This transaction had no impact on the Company’s statement of operations.

The Company incurred a foreign currency translation gain in the nine months ended May 31, 2006 in the amount of $66,000 related to its Concoat division which is recorded in other comprehensive income (loss) within the Company’s Statement of Stockholders’ Equity. The Company does not have or utilize any derivative financial instruments for speculative or trading purposes.

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Item 4 — Controls and Procedures

Evaluation of disclosure controls and procedures

Our management evaluated, under the supervision and with the participation of our Chief Executive Officer (who currently acts as both our principal executive officer and our principal financial officer), the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our Chief Executive 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 period covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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Part II — OTHER INFORMATION

Item 1 — Legal Proceedings

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 management’s opinion, is likely to materially harm the Company’s 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 Chase products. The plaintiff in the case issued discovery requests to Chase in August 2005, to which Chase timely responded in September 2005. The case was inactive with respect to Chase until recently, when the claim against Chase placed on the active docket. The Court has set a trial date of April 30, 2007. The Company had been a defendant in another personal injury lawsuit in Mississippi alleging injury from exposure to asbestos contained in Chase products. However, the Company was dismissed without prejudice from that lawsuit in June 2005.

Item 5 — Other Information

On July 10, 2006, the Board of Directors approved an agreement superseding the Change in Control and Severance Agreement for the Chief Executive Officer of the Company dated November 2, 1998. The new agreement provides for severance payments and continued benefits for two years in the event of a termination without cause and also in the case of a resignation by the CEO for “Good Reason” in connection with a change in control. The agreement has also been updated to comply with the requirements of the Internal Revenue Code Section 409A. This agreement which is attached as exhibit 10.1 was signed on July 11, 2006.

On July 14, 2006 the Amended and Restated Employees’ Supplemental Pension and Savings Plan was approved. The Plan (attached as Exhibit 10.2) has been amended and restated to comply with recent changes in the law, including Section 409A of the Internal Revenue Code of 1986.

Item 6 — Exhibits

Exhibit
Number

 

Description

10.1

 

Severance agreement between Chase Corporation and its Chief Executive Officer

 

 

 

10.2

 

Amended and Restated Employees’ Supplemental Pension and Savings Plan.

 

 

 

31.1

 

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

 

32.1

 

Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

Chase Corporation

 

 

 

 

 

 

 

 

 

 

Dated: July 14, 2006

 

By:

 

/s/ Peter R. Chase

 

 

 

 

Peter R. Chase, President and

 

 

 

 

Chief Executive Officer (Principal Executive

 

 

 

 

Officer & Principal Financial Officer)

 

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Exhibit 10.1

SEVERANCE AGREEMENT

This Agreement dated as of July 10, 2006 is by and between Chase Corporation, a Massachusetts corporation (the “Company”), and Peter Chase, (the “Executive”),

WHEREAS, the Executive is the President and Chief Executive Officer of the Company; and

WHEREAS, the Company has determined that it is desirable, to induce the Executive to remain in the employ of the Company and also to place him in a position to act in the best interests of the Company and its stockholders in the event of a proposal for transfer of control of the Company, to provide certain severance benefits to the Executive if his employment with the Company terminates under the circumstances described below.

NOW, THEREFORE, the Company and the Executive hereby agree as follows:

1.             Definitions . For purposes of this Agreement only, the following definitions shall apply:

(a)           “Cause” for termination of the Executive’s employment by the Company shall mean and be limited to:

(i)            deliberate dishonesty by the Executive in connection with his employment;

(ii)           willful and prolonged absence from work (other than as a result of illness or incapacity) in circumstances that constitute a substantial abdication of the Executive’s responsibilities to the Company after written notice thereof has been given by the Board of Directors of the Company to the Executive;

(iii)          material violation of any code of conduct or standard of ethics of the Company applicable to the Executive; or

(iv)          the Executive’s conviction of, or pleading of guilty or nolo contendere to, a felony.

For purposes of this definition, no act or failure to act on the Executive’s part shall be deemed “willful” unless done or omitted to be done by the Executive not in good faith and without reasonable belief that his action or omission was in the best interests of the Company.




(b)           “Change in Control” means the occurrence of any of the following events:

(i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company becomes the “beneficial owner” (as defined  in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 45% or more of the combined voting power of the Company’s then outstanding securities;

(ii) during any period of twenty-four (24) consecutive months (not including any period prior to the date of this Agreement), individuals who at the beginning of such period constitute the Board and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in subparagraphs (i), (ii) or (iii)) whose election by the Board or nomination for election by the Board or by the stockholders of the Company was approved by a vote of at least a majority of the directors then still in office who either were directors at the beginning of such period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or

(iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than (i) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 50% of the combined voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation or (ii) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no “person” (as hereinabove defined) acquires 45% or more of the combined voting power of the Company’s then outstanding securities; or

(iv) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets.

(c)           “Disability” means such physical or mental incapacity as to make the Executive unable to perform the essential functions of his employment duties for a period of at least six months with or without reasonable accommodation. If any question shall arise as to whether during any period the Executive is so disabled as to be unable to perform the essential functions of his employment duties with or without reasonable accommodation, the Executive may, and at the request of the Company shall, submit to the Company a certification in reasonable detail by a physician selected by the Company to whom the Executive or the Executive’s guardian has no reasonable objection as to whether the Executive is so disabled or how long such disability is expected to continue, and such certification shall for the purposes of this Agreement be conclusive of the issue. The Executive shall cooperate with any reasonable request of the physician in connection with such certification. If such question shall arise and the Executive

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shall fail to submit such certification, the Company’s determination of such issue shall be binding on the Executive.

(d)           “Good Reason” means shall mean, in connection with a Change in Control, of any that the Executive has determined in good faith:

(i)            his existing annual base salary, bonus and/or other short-term incentives have been reduced, eliminated or restricted by the Company;

(ii)           the Company has failed to continue in effect any health, welfare, retirement, vacation and other fringe benefit plans of the Company in which the Executive participated at the time of the Change in Control (or plans providing substantially equivalent benefits) other than as a result of the normal expiration of any such plan in accordance with its terms as in effect at the time of the Change in Control, or the Company shall have taken or failed to take any action which would adversely affect the Executive’s continued participation in or the benefits receivable by the Executive under any such plan as in effect at the time of the Change in Control;

(iii)          the Company has failed to assign to him on a consistent basis executive duties performable at the location at which he worked before the Change in Control which are commensurate with the level of executive duties performed by him immediately prior to such Change in Control;

(iv)          the Executive is prevented by the Company from continuing to fulfill his responsibilities at a level commensurate with that prior to the Change in Control; or

(iv)          the Company shall have failed to obtain, at the Executive’s request, an assent to the Company’s performance of its obligations under this Agreement from any person that succeeds or has the practical ability to control (either immediately or with the passage of time), directly or indirectly, the Company’s business.

2.             Termination of Employment  Without Cause .  If the Executive’s employment with the Company is terminated at any time without Cause (and other than by reason of death, Disability or retirement) the Executive shall receive the benefits set forth in Section 4 hereof.

3.             Change in Control . Notwithstanding Section 2 of this Agreement, this Section 3 shall apply if, within twenty-four (24) months immediately following a Change in Control, the Executive’s employment is terminated by the Company without Cause (and other than by reason of death, Disability or retirement) or the Executive terminates his employment with the Company for Good Reason, the Executive shall be entitled to the benefits set forth in Section 4 hereof.

4. (a)       Payment of his base salary, in accordance with the Company’s regular payroll practices, for a two-year period commencing on his termination date, such salary to be paid at a rate equal, on an annualized basis, to the greater of his annual base salary in effect immediately prior to the Change in Control or his annual base salary in effect immediately prior to the termination of employment, provided, however, (i) no such payments shall be made until the earlier of (A) six months and one day following the termination date or (B) the earliest date as of which such payments may begin without penalty pursuant to Section 409A(a)(2) of the U.S.

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Internal Revenue Code of 1986 (the “Code”) and (ii) all such payments that are deferred pursuant to clause (i) shall be paid in the aggregate on the first day that such payments may be made pursuant to clause (i). For purposes of this subsection, the term “base salary” shall include shall include bonuses which shall be computed by averaging the last two annual bonuses (annualizing bonuses with respect to a partial year), if  any;

(b)           continued participation in  benefits in effect for Executive as of the date of termination, subject to the terms and conditions of the respective plans and applicable law, for a period of  one year following the termination date; provided that, to the extent that the Company’s plans, programs and arrangements do not permit such continuation of the Executive’s participation following his termination, the Company shall provide the Executive with an amount which is sufficient for him to purchase equivalent benefits, such amount to be paid quarterly in advance; provided, further, however, that if the Executive becomes employed by another employer and is eligible to receive medical or other welfare benefits under another employer-provided plan, the Executive’s entitlement to participate in the Company’s medical or other welfare benefit plans or to receive such alternate payments shall, to the extent such medical or welfare benefits are offered by the other employer, cease as of the date the Executive is eligible to participate in such plans, and the Executive shall notify the Company of his eligibility under such other plans.

(d)           reasonable costs of an out-placement service used by the Executive for a period not to exceed  one year following termination of employment.

5.             Death, Disability or Retirement. If the Executive’s employment is terminated by reason of death, Disability or retirement, the Executive shall not be entitled to receive any benefits under this Agreement pursuant to Sections 2 or 3 but may be entitled to certain death, disability or retirement benefits offered by the Company pursuant to its employee benefit plans and other agreements between the Executive and the Company.

6.             Automobile . Upon termination of the Executive’s employment for any reason, he shall have the right to purchase any automobile supplied to him by the Company, immediately prior to the Change in Control, or any automobile substituted therefore with his approval, at its depreciated cost as shown on the books of the Company.

7.             Taxes .

(a)           All payments to be made to the Executive under this Agreement will be subject to any required withholding of federal, state and local income and employment taxes.

(b)           Notwithstanding anything in this Agreement to the contrary, if any of the payments provided for in this Agreement, together with any other payments which the Executive has the right to receive from the Company, would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended), the payments pursuant to this Agreement shall be reduced (reducing first the payments under subparagraph 3(a) to the largest amount as will result in no portion of such payments being subject to the excise tax imposed by Section 4999 of the Code.

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8.             No Duty to Mitigate . In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and, except as contemplated by Section 4(b) hereof, any benefits payable to the Executive hereunder shall not be subject to reduction for any compensation received from other employment.

9.             Successors and Assigns .

(a)           This Agreement is personal to the Executive and is not assignable by the Executive, other than by will or the laws of descent and distribution, without the prior written consent of the Company.

(b)           This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.

(c)           The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “Company” shall mean the Company as defined above and any successor to its business and/or assets that assumes and agrees to perform this Agreement.

10.           No Right to Continued Employment . Nothing contained in this Agreement shall be considered a contract of employment or construed as giving the Executive any right to be retained in the employ of the Company. Nothing in this Agreement shall otherwise restrict in any way the rights of the Company to terminate the Executive at any time and for any reason, with or without cause.

11.           Miscellaneous .

(a)           Applicable Law . This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without giving effect to the conflict of laws principles thereof.

(b)           Amendment; Waiver . This Agreement may not be modified or amended in any manner except by a written agreement executed by the parties hereto or their respective successors and legal representatives. The waiver by either party of compliance with any provision of this Agreement by the other party shall not operate or be construed as waiver of any other provision of this Agreement, or of any subsequent breach by such party or a provision of this Agreement.

(c)           Entire Understanding . This Agreement constitutes the entire understanding and agreement between the parties hereto with regard to the compensation and benefits payable to the Executive in the circumstances described herein, superseding all prior understandings and agreements, whether oral or written, including the Change in Control Severance Agreement dated November 2, 1998 between the Company and the Executive, which has been terminated and is no longer in effect.

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(d)           Fees and Expenses . The Company agrees to pay as incurred and within 30 days after submission of supporting documentation, to the full extent permitted by law, all legal fees and related expenses the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement) following a Change in Control.

(e)           Notices . All notices and other communications hereunder shall be in writing and shall be delivered by hand delivery, by a reputable overnight courier service, or by registered or certified mail, return receipt requested, postage prepaid, in each case addressed as follows:

If to the Company:

Chase Corporation
26 Summer Street
Bridgewater, MA 02324

Attention: General Counsel

If to the Executive:

Peter R. Chase
305 Grange Park
Bridgewater, MA 02324

or to such other address as either party shall have furnished to the other in writing in accordance herewith. Any notice or communication shall be deemed to be delivered upon the date of hand delivery, one day following delivery to an overnight courier service, or three days following mailing by registered or certified mail.

(f)            Headings . The headings of paragraphs herein are included solely for convenience of reference and shall not control the meaning of interpretations of any of the provisions of this Agreement.

(g)           Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

(h)           Counterparts . This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and each of which shall be deemed an original.

6




IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer and the Executive has executed this Agreement as of the date first written above.

 

CHASE CORPORATION

 

PETER R. CHASE

 

 

 

By: /s/ George Hughes

 

/s/ Peter R. Chase

Secretary

 

 

 

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Exhibit 10.2

 

CHASE CORPORATION

AMENDED AND RESTATED

EMPLOYEES’ SUPPLEMENTAL PENSION AND SAVINGS PLAN

Effective January 1, 2005

 




TABLE OF CONTENTS

ARTICLE I

 

NAME, PURPOSE AND EFFECTIVE DATE

 

1

 

 

 

 

 

1.01   Name and Purpose

 

1

1.02   Effective Date

 

1

 

 

 

ARTICLE II

 

DEFINITIONS

 

1

 

 

 

 

 

2.01   Board

 

1

2.02   Code

 

1

2.03   Compensation

 

1

2.04   Effective Date

 

1

2.05   Employee

 

2

2.06   Employer

 

2

2.07   Participant

 

2

2.08   Plan Administrator

 

2

2.09   Plan

 

2

2.10   Pension Plan

 

2

2.11   Savings Plan

 

2

2.12   Supplemental Pension Plan Benefit

 

2

2.13   Supplemental Savings Plan Benefit

 

2

 

 

 

 

 

ARTICLE III

 

ELIGIBILITY

 

2

 

 

 

 

 

3.01   Participation

 

2

 

 

 

 

 

ARTICLE IV

 

SUPPLEMENTAL PENSION PLAN BENEFITS

 

2

 

 

 

 

 

4.01   Amount of Supplemental Pension Plan Benefits

 

3

4.02   Distributions Of Supplemental Pension Plan Benefit

 

3

4.03   Commencement Of Payment Of Supplemental Pension Plan Benefit

 

3

4.04   Death Benefit

 

3

 

 

 

 

 

ARTICLE V

 

SUPPLEMENTAL SAVINGS PLAN BENEFITS

 

4

 

 

 

 

 

5.01   Supplemental Savings Plan Contributions

 

4

5.02   Distributions Of Supplemental Savings Plan Benefits

 

5

5.03   Commencement Of Payment Of Supplemental Savings Plan Benefits

 

5

5.04   Death Benefit

 

5

 

 

 

 

 

ARTICLE VI

 

VESTING

 

5

 

 

 

 

 

6.01   Vesting

 

5

 

 

 

 

 

ARTICLE VII

 

FUNDING

 

5

 

 

 

 

 

7.01   Funding

 

6

 

 

 

 

 

 

i




 

ARTICLE VIII

 

ADMINISTRATION

 

6

 

 

 

 

 

8.01   Duties of the Plan Administrator

 

6

8.02   Finality of Decisions

 

6

 

 

 

 

 

ARTICLE IX

 

MISCELLANEOUS

 

6

 

 

 

 

 

9.01   Non-Guarantee Of Employment

 

6

9.02   Rights Under Plan

 

7

9.03   Amendments/Termination

 

7

9.04   Nonassignability

 

7

9.05   Entire Agreement; Successors

 

7

9.06   Successor Company

 

7

9.07   Governing Law

 

7

 

ii




ARTICLE I
NAME, PURPOSE AND EFFECTIVE DATE

1.01        Name and Purpose

The amended and restated supplemental pension and savings plan set forth herein shall be known as the Chase Corporation Employees’ Supplemental Pension and Savings Plan (the “Plan”). The Plan is established, and shall be maintained, solely for the purpose of providing supplemental pension and savings plan benefits which are not provided under the Pension Plan for Employees of Chase Corporation and the Chase Corporation Deferred Salary Savings Plan for certain Participants. The Plan is unfunded and maintained primarily for the purpose of providing deferred compensation for certain Participants who are highly compensated employees. The Plan has been amended and restated to comply with recent changes in the law, including Section 409A of the Internal Revenue Code of 1986.

1.02        Effective Date

This amended and restated Plan shall be effective as of January 1, 2005. This Plan shall apply to Participants who retire or terminate their employment with the Employer after January 1, 2005.

ARTICLE II
DEFINITIONS

When used herein, the following terms defined hereinafter shall have the following meanings unless a different meaning is clearly required by the context of the Plan:

2.01                         “Board” means the Board of Directors of the Employer.

2.02                         “Code” means the Internal Revenue Code of 1986, as amended from time to time. Reference to a specific provision of the Code shall include such provision, any valid regulation or ruling promulgated thereunder, and any provision of future law that amends, supplements, or supersedes such provision.

2.03                         “Compensation” means the total compensation (including overtime, commissions and bonuses) payable to an Employee by the Employer and reportable to the federal government for income tax purposes on Form W-2, or any form prescribed by the Internal Revenue Service to take its place. Compensation shall also include disability payments and such amounts as shall be contributed pursuant to the Employee’s elections pursuant to Section 401(k) of the Code, and amounts treated as employer contributions pursuant to the Employee’s elections under Section 125 of the Code. Compensation shall not include any severance or salary continuation payments.

2.04                         “Effective Date” means January 1, 2005;  The initial Effective Date was January 1, 1994.




 

2.05                         “Employee” means any person employed by the Employer.

2.06                         “Employer” means Chase Corporation and any subsidiary and/or affiliated corporation which has adopted this Plan.

2.07                         “Participant” means an Employee who has been named a Participant in this Plan in the manner set forth in Article III.

2.08                         “Plan Administrator” means Chase Corporation, or its duly authorized representative.

2.09                         “Plan” means Chase Corporation Employees’ Supplemental Pension and Savings Plan.

2.10                         “Pension Plan” means the Pension Plan for Employees of Chase Corporation, as in effect on January 1, 2005 or as amended thereafter from time to time.

2.11                         “Savings Plan” means the Chase Corporation Deferred Salary Savings Plan, as in effect on January 1, 2005 or as amended thereafter from time to time.

2.12                         “Supplemental Pension Plan Benefit” means the benefit payable under Article IV of the Plan.

2.13                         “Supplemental Savings Plan Benefit” means the benefit payable under Article V of the Plan.

ARTICLE III
ELIGIBILITY

3.01        Participation

Any Employee shall become a Participant in the Plan provided:

(a)                                   he has satisfied the eligibility requirements for participation under the Pension Plan and/or the Savings Plan;

(b)                                  his Compensation exceeds or exceeded $200,000 indexed pursuant to Section 401(a)(17) of the Code ($220,000 for 2006); and

(c)                                   the Board, acting upon the recommendation of the Compensation Committee, authorizes his participation in the Plan.

In order to make contributions or have contributions made on his behalf under Article V,  an Employee who becomes a Participant must make an election to defer compensation in the manner provided under Article V.

2




 

ARTICLE IV
SUPPLEMENTAL PENSION PLAN BENEFITS

4.01        Amount of Supplemental Pension Plan Benefits

A Participant shall be entitled to a benefit under the provisions of this Article if his benefit determined under the provisions of the Pension Plan is less than such benefit would have been if (a) the definition of compensation under the Pension Plan included compensation in excess of Section 401(a)(17) of the Code and/or (b) the limits under Section 415 of the Code did not apply.

If a Participant’s benefit from the Pension Plan is reduced as a result of either or both of the conditions described in the preceding paragraph, the benefit to which the Participant shall be entitled under the Plan shall be determined as follows:

(i)                                      The benefit actually payable to the Participant on or after his normal retirement age under the terms of the Pension Plan shall be calculated.

(ii)                                   The benefit which would have been payable under the terms of the Pension Plan if the definition of compensation under the Pension Plan included compensation in excess of Section 401(a)(17) of the Code and if the limits under Section 415 of the Code did not apply shall be calculated.

(iii)                                The result of step (i) shall be subtracted from the result of step (ii), and the difference, if any, shall be the benefit payable to the Participant.

4.02        Distributions Of Supplemental Pension Plan Benefit

All payments of benefits to Participants and/or their designated beneficiaries under this Article IV shall be made in a lump sum or in installments over a period not to exceed ten (10) years, as elected by the Participant. The Participant shall make a distribution election by written notice to the Company at the time the Participant becomes a Participant in the Plan. If the Participant fails to make a timely election, the benefits shall be paid in a single lump sum distribution.

4.03        Commencement Of Payment Of Supplemental Pension Plan Benefit

Distribution of the Supplemental Pension Plan Benefits shall commence not later than the end of the year in which the Participant has separated from service with the Employer, including retirement. Any reductions for the commencement of benefits prior to the Participant’s normal retirement age under the Pension Plan shall also apply to the payment of benefits under this Article.

4.04        Death Benefit

If a Participant’s service providing relationship with the Company terminates by reason of his death or if he dies after he is no longer in a service providing relationship with the Company but prior to the distribution to him of all amounts payable to him under the Plan, the amounts that would otherwise be distributable to him, if living, shall be distributed to his designated beneficiary or beneficiaries and any reference to a Participant in Paragraph 4.01, above, shall be deemed to include a reference to his

3




designated beneficiary or beneficiaries. All beneficiary designations shall be made in such form and manner as from time to time may be prescribed by the Company. A Participant from time to time may revoke or change any beneficiary designation on file with the Company. If there is no effective beneficiary designation on file with the Company at the time of Participant’s death, distribution of amounts otherwise payable to the deceased Participant under this Plan shall be made to his Estate. If a beneficiary designated by a Participant to receive his benefit shall survive the Participant but die before receiving all distributions hereunder, the balance thereof shall be paid to such deceased beneficiary’s Estate, unless the deceased Participant’s beneficiary designation provides otherwise.

ARTICLE V
SUPPLEMENTAL SAVINGS PLAN BENEFITS

5.01        Supplemental Savings Plan Contributions

(a)                                   If a Participant’s contributions under the Savings Plan are limited as a result of the limits under Section 401(a)(17) of the Code, such Participant may participate hereunder by electing, prior to the calendar year in which the election shall become effective, to defer a portion of his Compensation equal to the excess of (i) over (ii), where:

(i)                                      is the amount which the Participant would have contributed under the Savings Plan if the definition of compensation under the Savings Plan included Compensation in excess of Section 401 (a)(17) of the Code;

(ii)                                   is the amount actually contributed by the Participant under the Savings Plan.

The amount of Compensation deferred by the Participant pursuant to this paragraph (a) shall be credited to an account established for the Participant under this Plan (his “Supplemental Employee Contribution Account”).

(b)                                  If a Participant’s contributions under the Savings Plan are limited by the restrictions of Section 401(a)(17) of the Code, and the Participant thereby makes Supplemental Employee Contributions pursuant to paragraph (a) above, the Employer shall credit to an account established for the Participant under this Plan (his “Supplemental Company Contribution Account”), an amount equal to the Employer matching: contribution which would have been made pursuant to the Savings Plan if the Participant’s Supplemental Employee Contributions had been made pursuant to the Savings Plan.

The Participant’s Supplemental Employee Contribution Account and/or Supplemental Company Contribution Account shall be adjusted at the end of each calendar quarter to reflect a rate of return determined as if such accounts were invested at a rate which is one percent (1%) higher than the prime interest rate as reported by the Wall Street Journal at the beginning of the quarter.

4




 

Notwithstanding the foregoing, a Participant shall have 30 days from the date upon which he is informed by the Employer that he is eligible to participate in the Plan to file an election with the Employer to defer amounts for any Plan Year. Except as otherwise provided in the Plan, a Participant’s election to defer any amounts pursuant to the Plan shall be irrevocable when made and accepted by the Employer and shall not be subject to modification or amendment in any manner thereafter during the Plan Year.

5.02        Distributions Of Supplemental Savings Plan Benefits

All payments of benefits to Participants and/or their designated beneficiaries under this Article V shall be made in a lump sum.

5.03        Commencement Of Payment Of Supplemental Savings Plan Benefits

Distribution of the Supplemental Savings Plan Benefits shall commence not later than the end of the year in which the Participant has separated from service with the Employer, including retirement.

5.04        Death Benefit

If a Participant’s service providing relationship with the Company terminates by reason of his death or if he dies after he is no longer in a service providing relationship with the Company but prior to the distribution to him of all amounts payable to him under the Plan, the amounts that would otherwise be distributable to him, if living, shall be distributed to his designated beneficiary or beneficiaries and any reference to a Participant in Paragraph 4.01, above, shall be deemed to include a reference to his designated beneficiary or beneficiaries. All beneficiary designations shall be made in such form and manner as from time to time may be prescribed by the Company. A Participant from time to time may revoke or change any beneficiary designation on file with the Company. If there is no effective beneficiary designation on file with the Company at the time of Participant’s death, distribution of amounts otherwise payable to the deceased Participant under this Plan shall be made to his Estate. If a beneficiary designated by a Participant to receive his benefit shall survive the Participant but die before receiving all distributions hereunder, the balance thereof shall be paid to such deceased beneficiary’s Estate, unless the deceased Participant’s beneficiary designation provides otherwise.

ARTICLE VI
VESTING

6.01        Vesting

A Participant shall be vested in his Supplemental Pension Plan benefit, if any, in accordance with the vesting provisions of the Pension Plan. A Participant shall be fully vested at all times in his Supplemental Savings Plan benefits.

5




 

ARTICLE VII
FUNDING

7.01        Funding

There is no fund associated with this Plan. The Employer shall be required to make payments only as benefits become due and payable. No person shall have any right, other than the right of an unsecured general creditor, against the Employer with respect to the benefits payable hereunder, or which may be payable hereunder, to any Participant, surviving spouse or beneficiary hereunder. If the Employer, acting in its sole discretion, establishes a reserve or other fund associated with this Plan, no person shall have any right to or interest in any specific amount or asset of such reserve or fund by reason of amounts which may be payable to such person under this Plan, nor shall such person have any right to receive any payment under this Plan except as and to the extent expressly provided in this Plan. The assets in any such reserve or fund shall be subject to the control of the Employer, and need not be used to pay benefits hereunder.

ARTICLE VIII
ADMINISTRATION

8.01        Duties of the Plan Administrator

The Plan shall be administered by the Plan Administrator in accordance with its terms and purposes. The Plan Administrator shall determine the amount and manner of payment of the benefits due to or on behalf of each Participant from the Plan and shall cause them to be paid by the Employer accordingly.

8.02        Finality of Decisions

The Plan Administrator is expressly granted, without intending any limitation, the discretion to construe the terms of the Plan and to determine eligibility for benefits hereunder. The decisions made by and the actions taken by the Plan Administrator in the administration of the Plan shall be final and conclusive on all persons, and neither the Plan Administrator nor the Employer shall be subject to individual liability with respect to the Plan.

ARTICLE IX
MISCELLANEOUS

9.01        Non-Guarantee Of Employment

Nothing contained in this Plan shall be construed as a contract of employment between the Employer and any Participant, or as a right of any such Participant to be continued in the employment of the Employer, or as a limitation on the right of the Employer to deal with any Participant, as to their hiring, discharge, layoff, compensation, and all other conditions of employment in all respects as though this Plan did not exist.

6




 

9.02        Rights Under Plan

Nothing in this Plan shall be construed to limit, broaden, restrict, or grant any right to a Participant, surviving spouse or any beneficiary thereof under the Pension Plan or Savings Plan (“Qualified Plans”), nor to grant any additional rights to any such person under the Qualified Plans, nor in any way to limit, modify, repeal or otherwise affect the Employer’s right to amend or modify the Qualified Plans.

9.03        Amendments/Termination

The Employer reserves the right to make from time to time amendments to or terminate this Plan by vote duly adopted by the Board of Directors, provided that no such amendment or termination shall reduce any benefits earned under the terms of this Plan prior to the dale of termination or amendment.

9.04        Nonassignability

The benefits payable under this Plan shall not be subject to alienation, assignment, garnishment, execution or levy of any kind and any attempt to cause any benefits to he so subjected shall not be recognized, except to the extent required by applicable law.

9.05        Entire Agreement; Successors

This Plan, including any subsequently adopted amendments, shall constitute the entire agreement or contract between the Employer and any Participant regarding the Plan.

There are no covenants, promises, agreements, conditions or understandings, either oral or written, between the Employer and any Participant relating to the subject matter hereof, other than those set forth in this Plan. This Plan and any amendment shall be binding on the parties hereto and their respective heirs, administrators, trustees, successors and assigns, and on all designated beneficiaries of the Participant.

9.06        Successor Company

In the event of the dissolution, merger, consolidation or reorganization of the Employer, provision may be made by which a successor to all or a major portion of the Employer’s property or business shall continue this Plan, and the successor shall have all of the powers, duties and responsibilities of the Employer under this Plan.

9.07        Governing Law

This Plan shall be construed and enforced in accordance with, and governed by, the Laws of The Commonwealth of Massachusetts.

7




 

IN WITNESS WHEREOF, Chase Corporation has caused this instrument to be executed in its name and on its behalf this 14 th  day of July, 2006.

CHASE CORPORATION

 

 

 

/s/ Peter R. Chase

 

Peter R. Chase

President & Chief Executive Officer

 

8



Exhibit 31.1

CERTIFICATION

I, Peter R. Chase, certify that:

1.                I have reviewed this Quarterly Report on Form 10-Q of Chase Corporation;

2.                Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.                Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.                The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a)                                    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)                                   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

c)                                    Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.   The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)                                    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)                                   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  July 14, 2006

 

/s/ Peter R. Chase

 

 

Peter R. Chase, President and

 

 

Chief Executive Officer (Principal Executive

 

 

Officer & Principal Financial Officer)

 



Exhibit 32.1

CERTIFICATION
PURSUANT TO
18 U.S.C. 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned officer of Chase Corporation (the “Company”) hereby certifies that the Company’s Quarterly Report on Form 10-Q for the period ended May 31, 2006 (the “Report”), as filed with the Securities and Exchange Commission on the date hereof, fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended, and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. This certificate is furnished solely pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Date:  July 14, 2006

/s/ Peter R. Chase
Peter R. Chase, President and
Chief Executive Officer
(Principal Executive Officer & Principal
Financial Officer)