Chase Corporation
Annual Report 2011

Plain-text annual report

At Chase Corporation we make a material difference by manufacturing protective materials that are used in a wide variety of applications where long lasting protection is critical to a product’s success and is a material part of enhancing a product’s value to its user. M a k i n g a m a t e r i a l d i f f e r e n c e M a k i n g a m a t e r i a l d i f f e r e n c e Executive Offices: Bethany House 26 Summer Street Bridgewater, MA 02324 Tel: 508.819.4200 Fax: 508.697.6419 www.chasecorp.com NYSE Amex: CCF ANNUAL REPORT2011Adam P. Chase President & Chief Operating Officer Peter R. Chase Chairman & Chief Executive Officer Kenneth L. Dumas Chief Financial Officer & Treasurer Chase Corporation reported fiscal 2011 revenue of $123.0 million, a 3.6% increase over fiscal 2010. Income from continuing operations, net of taxes increased 1.9% to $10.9 million. Global markets continued to experience turmoil and the Company had to be more focused than ever to meet the familiar challenges of the past several years, and the new competitive situations that seemed to arise daily. In the face of all this our results reflect the strength of Chase’s business model, which is grounded in attention to our core businesses, a sharp eye on costs and the ability to take advantage of market opportunities. I am Chase Corporation is a leading manufacturer of protective materials for high reliability applications throughout the world. Chase products are utilized in a wide range of applications fortunate to be surrounded by talented managers and dedicated employees. including corrosion prevention, insulation and fire resistant materials, and electronic shielding. Key initiatives in fiscal 2011 centered on continuing to rebuild operations, tailoring management resources to fully leverage our resources, and evaluating potential acquisitions that will strengthen our global position. While we did not announce new acquisitions, I am pleased with the progress made on the operations side and with additions to our global management team. In fiscal 2011 operations at our Webster, Massachusetts plant were shifted to our new facility in Oxford, Massachusetts. We will also be transferring manufacturing to Oxford from our Randolph, Massachusetts plant over the next year. Global growth means more complex businesses, which require top-notch management talent to ensure that company-wide strategic plans are implemented efficiently. Our investments in people in fiscal 2011 have brought together a terrific team of experienced, creative managers to lead this critical area of the Company. As we expand, opportunities for new products that satisfy customer needs present themselves. This will be an important strategy going forward and one that we believe will deliver ongoing shareholder value. Our approach will combine our technology rich resources and an innovative spirit to bring a steady stream of exciting products and applications to market. Highlights Overall, our Industrial Materials and Construction Materials businesses did well, but results within each segment were mixed. Industrial Materials • Demand for power distribution cables in the energy market was good and consistent through the year. • Communications products were negatively affected by increased raw material costs, which remained volatile throughout the year - a trend we see continuing into fiscal 2012. • HumiSeal®, the world’s leading electronic coatings brand, had a positive year overall but demand in some key markets, especially consumer appliances and automotive softened in response to the global recession. Construction Materials • CIM Industries, which was acquired in fiscal 2010 has integrated well and has strengthened our position in high performance industrial coatings and lining products for water and wastewater systems. • Pipeline tape product sales were steady but were held back somewhat by a temporary production slow down in our UK plant. • U.S. government spending on infrastructure projects tapered off and resulted in lower revenue and earnings. • Demand for private label products was down significantly. Fiscal 2012 Looking ahead, we do not anticipate any significant short-term improvements in the economy. As always, we will plan for the challenges and remain ready to take advantage of opportunities when they emerge. An important part of our success is the support of all Chase employees and you, our shareholders. Sincerely, Peter R. Chase Chairman and Chief Executive Officer Since its founding in 1946, Chase has grown to become a successful, carefully managed, multi-divisional company with a global customer base. The Company operates seven plants throughout North America and two in the United Kingdom. Today, Chase continues to focus its expansion efforts on its core strength in specialty chemicals and coatings technology. Chase Corporation Board of direCtors (Rear - left to right) Ronald Levy, Thomas Wroe, Jr., Adam P. Chase, J. Brooks Fenno (Front - left to right) Mary Claire Chase, Lewis P. Gack, Peter R. Chase, George M. Hughes UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended August 31, 2011 Commission File Number: 1-9852 CHASE CORPORATION (Exact name of registrant as specified in its charter) Massachusetts (State or other jurisdiction of incorporation of organization) 11-1797126 (I.R.S. Employer Identification No.) 26 Summer Street, Bridgewater, Massachusetts 02324 (Address of Principal Executive Offices, Including Zip Code) (508) 819-4200 (Registrant’s Telephone Number, Including Area Code) Securities registered pursuant to section 12(b) of the Act: Title of Each Class: Common Stock ($0.10 Par Value) Name of Each Exchange on Which Registered NYSE Amex Securities registered pursuant to section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer (as defined in Rule 405 of the Securities Act). YES (cid:1) NO (cid:2) Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. YES (cid:1) NO (cid:2) 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 (cid:2) NO (cid:1) Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES (cid:1) NO (cid:1) Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. (cid:1) Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of ‘‘large accelerated filer’’, ‘‘accelerated filer’’ and ‘‘smaller reporting company’’ in Rule 12b-2 of the Exchange Act. Large accelerated filer (cid:1) Smaller reporting company (cid:1) Accelerated filer (cid:2) Non-accelerated filer (cid:1) (Do not check if a smaller reporting company) Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES (cid:1) NO (cid:2) The aggregate market value of the common stock held by non-affiliates of the registrant, as of February 28, 2011 (the last business day of the registrant’s second quarter of fiscal 2011), was approximately $103,932,655. As of October 31, 2011, the Company had outstanding 8,953,584 shares of common stock, $.10 par value, which is its only class of common stock. Documents Incorporated By Reference: Portions of the registrant’s definitive proxy statement for the Annual Meeting of Shareholders, which is expected to be filed within 120 days after the registrant’s fiscal year ended August 31, 2011, are incorporated by reference into Part III hereof. CHASE CORPORATION INDEX TO ANNUAL REPORT ON FORM 10-K For the Year Ended August 31, 2011 PART I Item 1 Item 1A Item 1B Item 2 Item 3 Item 4 Item 4A PART II Item 5 Item 6 Item 7 Item 7A Item 8 Item 9 Item 9A Item 9B PART III Item 10 Item 11 Item 12 Item 13 Item 14 PART IV Item 15 Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . [Removed and Reserved] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Executive Officers of the Registrant Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Management’s Discussion and Analysis of Financial Condition and Results of Operations . . . . . . Quantitative and Qualitative Disclosures About Market Risk . . . . . . . . . . . . . . . . . . . . . . . . . . Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Changes in and Disagreements with Accountants on Accounting and Financial Disclosure . . . . . . Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Directors, Executive Officers and Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Certain Relationships and Related Transactions, and Director Independence . . . . . . . . . . . . . . . Principal Accountant Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Exhibits and Financial Statement Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Page No. 3 7 10 11 12 12 12 13 14 15 27 28 66 66 66 67 67 67 67 67 68 71 2 ITEM 1—BUSINESS Primary Operating Divisions and Facilities and Industry Segment PART I Chase Corporation (the ‘‘Company,’’ ‘‘Chase,’’ ‘‘we,’’ or ‘‘us’’) is a leading manufacturer of protective materials for high reliability applications. Our strategy is to maximize the performance of our core businesses and brands while seeking future opportunities through strategic acquisitions. In the fourth quarter of our 2011 fiscal year, we reorganized into two operating segments, an Industrial Materials segment and a Construction Materials segment. The basis for our segmentation is distinguished by the nature of the products we manufacture and how they are delivered to their respective markets. The Industrial Materials segment represents our specified products which are used in or integrated into another company’s product with demand dependent upon general economic conditions. The Construction Materials segment reflects our construction project oriented product offerings which are primarily sold and used as ‘‘Chase’’ branded products in final form. Our manufacturing facilities are distinct to their respective segments with the exception of our Pittsburgh, PA facility which produces products related to both operating segments. A summary of our operating structure as of August 31, 2011 is as follows: INDUSTRIAL MATERIALS SEGMENT Key Products & Services Electrical cable insulation tapes using the brand name Chase & Sons(cid:3) and related products such as Chase BLH2OCK(cid:3), a water blocking compound sold to the wire and cable industry. Insulating and conducting materials for the manufacture of electrical and telephone wire and cable, electrical splicing, and terminating and repair tapes, which are marketed to wire and cable manufacturers and public utilities. Primary Manufacturing Location Randolph, MA Specialty tapes and related products for the electronic and telecommunications industries using the brand name Chase & Sons(cid:3). Oxford, MA PaperTyger(cid:3) is a trademark for laminated durable papers sold to the envelope converting and commercial printing industries. Background/History This was one of our first operating facilities and has been producing products for the wire and cable industry for more than fifty years. In October 2011, we announced the planned closing of this manufacturing facility effective December 1, 2012. The manufacturing of products produced in this facility will be transitioned to our other facilities over the course of a 15 month transition period. In August 2011, we moved our manufacturing processes that had been previously conducted at our Webster, MA facility to this location. In December 2003, we acquired the assets of PaperTyger, LLC (‘‘PaperTyger’’). The PaperTyger product lines are also manufactured at this facility. 3 Key Products & Services Flexible packaging for industrial and retail use. Slit film for the building wire market and for telecommunication cable. Flexible composites and laminates for the wire & cable, aerospace and industrial laminate markets including Insulfab(cid:3), an insulation material used in the aerospace industry. Primary Manufacturing Location Taylorsville, NC Protective conformal coatings under the brand name HumiSeal(cid:3), moisture protective electronic coatings sold to the electronics industry. Pittsburgh, PA Protective conformal coatings under the brand name HumiSeal(cid:3), moisture protective electronic coatings sold to the electronics industry. Camberley, Surrey, England HumiSeal Europe SARL operates a sales/technical service office and warehouse near Paris. This business works closely with the HumiSeal operation in Camberley, Surrey, England allowing direct sales and service to the French market. Primary Manufacturing Location Pittsburgh, PA CONSTRUCTION MATERIALS SEGMENT Key Products & Services Protective pipe coating tapes and other protectants for valves, regulators, casings, joints, metals, concrete, and wood which are sold under the brand name Royston(cid:3), to oil companies, gas utilities, and pipeline companies. Rosphalt50(cid:3) is a polymer additive that provides long term cost effective solutions in many applications such as waterproofing of approaches and bridges, ramps, race tracks, airports and specialty road applications. Waterproofing sealants, expansion joints and accessories for the transportation, industrial and architectural markets. 4 Background/History In January 2004, we purchased certain manufacturing equipment and began operations at this facility. In March 2009, we moved the majority of our manufacturing processes that had been conducted at our Paterson, NJ facility to this location. The HumiSeal business and product lines were acquired in the early 1970’s. In October 2005, we acquired all of the capital stock of Concoat Holdings Ltd. and its subsidiaries. In 2006 Concoat was renamed HumiSeal Europe. In March 2007, we expanded our international presence with the formation of HumiSeal Europe SARL in France. In conjunction with establishing the new company, certain assets were acquired from Metronelec SARL, a former distributor of HumiSeal products. Background/History The Royston business was acquired in the early 1970’s. In April 2005, we acquired certain assets of E-Poxy Engineered Materials. Additionally, in September 2006, we acquired all of the capital stock of Capital Services Joint Systems. Both of these acquisitions were combined to form the Expansion Joints product line which is now manufactured in Pittsburgh. Key Products & Services Manufacturer of technologically advanced products, including the brand Tapecoat(cid:3), for demanding anti-corrosion applications in the gas, oil and marine pipeline market segments, as well as tapes and membranes for roofing and other construction related applications. Primary Manufacturing Location Evanston, IL Specialized manufacturer of high performance coating and lining systems used worldwide in the liquid storage and containment applications. Houston, TX Rye, East Sussex, England Manufacturer of waterproofing and corrosion protection systems for oil, gas and water pipelines and a supplier to Europe, the Middle East and Southeast Asia. This facility joins Chase’s North American based Tapecoat(cid:3) and Royston(cid:3) brands to broaden the protective coatings product line and better address increasing global demand. The ServiWrap product line complements the portfolio of our pipeline protection tapes, coatings and accessories and will extend our global customer base. Background/History In November 2001, we acquired substantially all of the assets of Tapecoat, a division of T.C. Manufacturing Inc. In September 2009, we acquired all of the outstanding capital stock of C.I.M. Industries Inc. (‘‘CIM’’). In September 2007, we purchased certain product lines and a related manufacturing facility in Rye, East Sussex, England through our wholly owned subsidiary, Chase Protective Coatings Ltd. In December 2009, we acquired the full range of ServiWrap(cid:3) pipeline protection products (‘‘ServiWrap’’) from Grace Construction Products Limited, a UK based unit of W.R. Grace & Co. Other Business Developments Announced closing of Randolph, MA manufacturing facility On October 5, 2011, we announced to our employees the planned closing of our Randolph, MA manufacturing facility effective December 1, 2012. This is in line with our ongoing efforts to consolidate our manufacturing plants and streamline our existing processes. The manufacturing of products produced in the Randolph, MA facility will be transitioned to our other facilities over the course of a 15 month transition period. We estimate total pre-tax charges of approximately $700,000 associated with these facility closing activities which will be recognized over the course of the transition period. Of this amount, severance and other employee related costs are estimated to be $550,000. We expect the transition to be substantially completed and the majority of these cash expenditures to be incurred in the first quarter of fiscal 2013. Products and Markets Our principal products are specialty tapes, laminates, sealants and coatings that are sold by our salespeople, manufacturers’ representatives and distributors. In our Industrial Materials segment, these products consist of: (i) insulating and conducting materials for the manufacture of electrical and telephone wire and cable, electrical splicing, and terminating and repair tapes, which are marketed to wire and cable manufacturers; (ii) moisture protective coatings, which are sold to the electronics industry including circuitry used in automobiles and home appliances; (iii) laminated durable papers, including laminated paper with an inner security barrier used in personal and mail-stream privacy protection, which are sold primarily to the envelope converting and commercial printing industries; and (iv) flexible composites and laminates for the wire & cable, aerospace, packaging and industrial laminate markets. 5 In our Construction Materials segment, these products consist of: (i) protective pipe coating tapes and other protectants for valves, regulators, casings, joints, metals, concrete and wood, which are sold to oil companies, gas utilities and pipeline companies; (ii) protectants for highway bridge deck metal supported surfaces, which are sold to municipal transportation authorities; (iii) fluid applied coating and lining systems for use in the water and wastewater industry; and (iv) expansion and control joint systems designed for roads, bridges, stadiums and airport runways. There is some seasonality with our product offerings sold into the construction market as increased demand is often experienced when temperatures are warmer (April through October) with less demand occurring when temperatures are colder (typically our second fiscal quarter). We did not introduce any new products or segments requiring an investment of a material amount of our assets during fiscal year 2011. Employees As of October 31, 2011, we employed approximately 324 people (including union employees). We consider our employee relations to be good. In the U.S., we offer our employees a wide array of company-paid benefits, which we believe are competitive relative to others in our industry. In our operations outside the U.S., we offer benefits that may vary from those offered to our U.S. employees due to customary local practices and statutory requirements. Backlog, Customers and Competition As of October 31, 2011, the backlog of customer orders believed to be firm was approximately $9,599,000. This compared with a total of $11,451,000 as of October 31, 2010. The decrease in backlog over the prior year amount is primarily due to an overall decrease in order activity across our pipeline and construction product lines. The backlog of orders has some seasonality due to the construction season. During fiscal 2011, 2010 and 2009, no customer accounted for more than 10% of sales. No material portion of our business is subject to renegotiation or termination of profits or contracts at the election of the United States Federal Government. There are other companies that manufacture or sell products and services similar to those made and sold by us. Many of those companies are larger and have greater financial resources than we have. We compete principally on the basis of technical performance, service reliability, quality and price. Raw Materials We obtain raw materials from a wide variety of suppliers with alternative sources of most essential materials available within reasonable lead times. Patents, Trademarks, Licenses, Franchises and Concessions We own the following trademarks that we believe are of material importance to our business: Chase Corporation(cid:3), C-Spray (Logo), a trademark used in conjunction with most of the Company’s business segment and product line marketing material and communications; HumiSeal(cid:3), a trademark for moisture protective coatings sold to the electronics industry; Chase & Sons(cid:3) and Chase Facile(cid:3), trademarks for barrier and insulating tapes sold to the wire and cable industry; Chase BLH2OCK(cid:3), a trademark for a water blocking compound sold to the wire and cable industry; Rosphalt50(cid:3), a trademark for an asphalt additive used predominantly on bridge decks for waterproofing protection; Insulfab(cid:3), a trademark for insulation material used in the aerospace industry; PaperTyger(cid:3), a trademark for laminated durable papers sold to the envelope converting and commercial printing industries; Tapecoat(cid:3), a trademark for corrosion preventative surface coatings and primers; Royston(cid:3), a trademark for corrosion inhibiting coating composition for use on pipes; Eva-Pox(cid:3) and Ceva(cid:3), trademarks for epoxy pastes/gels/mortars and elastomeric concrete used in the construction industry; CIM(cid:3) trademarks for fluid applied coating and lining systems used in the water and wastewater industry; and ServiWrap(cid:3) trademarks for pipeline protection tapes, coatings and accessories. We do not have any other material trademarks, licenses, franchises, or concessions. While we do hold various patents, at this time, we do not believe that they are material to the success of our business. 6 Working Capital We fund our business operations through a combination of available cash and cash equivalents, short-term investments and cash flows generated from operations. In addition, our revolving credit facility is available for additional working capital needs or investment opportunities. Research and Development Approximately $2,452,000, $1,748,000 and $1,632,000 was spent for Company-sponsored research and development during fiscal 2011, 2010 and 2009, respectively. Research and development increased by $704,000 in fiscal 2011 primarily due to our continued product development efforts that are directed towards seizing new business opportunities for our established product lines. Available Information Chase maintains a website at http://www.chasecorp.com. Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to such reports filed or furnished pursuant to section 13(a) or 15(d) of the Securities Exchange Act of 1934, as well as section 16 reports on Form 3, 4, or 5, are available free of charge on this site as soon as is reasonably practicable after they are filed or furnished with the SEC. Our Financial Code of Ethics and the charters for the Audit Committee, the Nominating and Governance Committee and the Compensation and Management Development Committee of our Board of Directors are also available on our Internet site. The Code of Ethics and charters are also available in print to any shareholder upon request. Requests for such documents should be directed to Paula Myers, Shareholder and Investor Relations Department, at 26 Summer Street, Bridgewater, Massachusetts 02324. Our Internet site and the information contained on it or connected to it are not part of or incorporated by reference into this Form 10-K. Our filings with the SEC are also available on the SEC’s website at http://www.sec.gov. Financial Information About Segment and Geographic Areas Please see Notes 11 and 12 to the Company’s Consolidated Financial Statements for financial information about the Company’s operating segments and domestic and foreign operations for each of the last three fiscal years. ITEM 1A—RISK FACTORS The following risk factors should be read carefully in connection with evaluating our business and the forward- looking information contained in this Annual Report on Form 10-K. We feel that any of the following risks could materially adversely affect our business, operations, industry, financial position or our future financial performance. While we believe that we have identified and discussed below the key risk factors affecting our business, there may be additional risks and uncertainties that are not presently known or that are not currently believed to be significant that may adversely affect our business, operations, industry, financial position and financial performance in the future. We currently operate in mature markets where increases or decreases in market share could be significant. Our sales and net income are largely dependent on recurring sales from a consistent and well established customer base. Organic growth opportunities are minimal; however, we have used and will continue to use strategic acquisitions as a means to build and grow the business. In this business environment, increases or decreases in market share could have a material effect on our business condition or results of operation. We face intense competition from a diverse range of competitors, including operating divisions of companies much larger and with far greater resources than we have. If we are unable to maintain our market share, our business could suffer. Our business strategy includes the pursuit of strategic acquisitions, which may not be successful if they happen at all. From time to time, we engage in discussions with potential target companies concerning potential acquisitions. In executing our acquisition strategy, we may be unable to identify suitable acquisition candidates. In addition, we 7 may face competition from other companies for acquisition candidates, making it more difficult to acquire suitable companies on favorable terms. Even if we do identify a suitable acquisition target and are able to negotiate and close a transaction, the integration of an acquired business into our operations involves numerous risks, including potential difficulties in integrating an acquired company’s product line with ours; the diversion of our resources and management’s attention from other business concerns; the potential loss of key employees; limitations imposed by antitrust or merger control laws in the United States or other jurisdictions; risks associated with entering a new geographical or product market; and the day-to-day management of a larger and more diverse combined company. We may not realize the synergies, operating efficiencies, market position or revenue growth we anticipate from acquisitions and our failure to effectively manage the above risks and other problems associated with acquisitions could have a material adverse effect on our business, growth prospects and financial performance. General economic factors, domestically and internationally, may adversely affect our financial performance through increased raw material costs or other expenses and by making access to capital more difficult. The cumulative effect of higher interest rates, energy costs, inflation, levels of unemployment, healthcare costs, unsettled financial markets, and other economic factors could adversely affect our financial condition by increasing our manufacturing costs and other expenses at the same time that our customers may be scaling back demand for our products. Prices of certain commodity products, including oil and petroleum-based products, are historically volatile and are subject to fluctuations arising from changes in domestic and international supply and demand, labor costs, competition, weather events, market speculation, government regulations and periodic delays in delivery. Rapid and significant changes in commodity prices may affect our sales and profit margins. These factors can also increase our merchandise costs and/or selling, general and administrative expenses, and otherwise adversely affect our operations and results. Recent turmoil in the credit markets may limit our ability to access debt capital for use in acquisitions or other purposes on advantageous terms or at all. If we are unable to manage our expenses in response to general economic conditions and margin pressures, or if we are unable to obtain capital for strategic acquisitions or other needs, then our results of operations would be negatively affected. Fluctuations in the supply and prices of raw materials may negatively impact our financial results. We obtain raw materials needed to manufacture our products from a number of suppliers. Many of these raw materials are petroleum-based derivatives. Under normal market conditions, these materials are generally available on the open market and from a variety of producers. From time to time, however, the prices and availability of these raw materials fluctuate, which could impair our ability to procure necessary materials, or increase the cost of manufacturing our products. If the prices of raw materials increase, and we are unable to pass these increases on to our customers, we could experience reduced profit margins. If our products fail to perform as expected, or if we experience product recalls, we could incur significant and unexpected costs and lose existing and future business. Our products are complex and could have defects or errors presently unknown to us, which may give rise to claims against us, diminish our brands or divert our resources from other purposes. Despite testing, new and existing products could contain defects and errors and may in the future contain manufacturing or design defects, errors or performance problems when first introduced, or even after these products have been used by our customers for a period of time. These problems could result in expensive and time-consuming design modifications or warranty charges, changes to our manufacturing processes, product recalls, significant increases in our maintenance costs, or exposure to liability for damages, any of which may result in substantial and unexpected expenditures, require significant management attention, damage our reputation and customer relationships, and adversely affect our business, our operating results and our cash flow. We are dependent on key personnel. We depend significantly on our executive officers including Chairman and Chief Executive Officer, Peter R. Chase, and on other key employees. The loss of the services of any of these key employees could have a material impact on our business and results of operations. In addition, our acquisition strategy will require that we attract, motivate and retain additional skilled and experienced personnel. The inability to satisfy such requirements could have a negative impact on our ability to remain competitive in the future. 8 If we cannot successfully manage the unique challenges presented by international markets, we may not be successful in expanding our international operations. Our strategy includes expansion of our operations in existing and new international markets by selective acquisitions and strategic alliances. Our ability to successfully execute our strategy in international markets is affected by many of the same operational risks we face in expanding our U.S. operations. In addition, our international expansion may be adversely affected by our ability to identify and gain access to local suppliers as well as by local laws and customs, legal and regulatory constraints, political and economic conditions and currency regulations of the countries or regions in which we currently operate or intend to operate in the future. Risks inherent in our international operations also include, among others, the costs and difficulties of managing international operations, adverse tax consequences and greater difficulty in enforcing intellectual property rights. Additionally, foreign currency exchange rates and fluctuations may have an impact on future costs or on future cash flows from our international operations. Our results of operations could be adversely affected by uncertain economic and political conditions and the effects of these conditions on our customers’ businesses and levels of business activity. Global economic and political conditions can affect the businesses of our customers and the markets they serve. A severe or prolonged economic downturn or a negative or uncertain political climate could adversely affect the levels of business activity of our customers and the industries they serve, including the automotive, aerospace, housing, construction, pipeline, energy, transportation infrastructure and electronics industries. This may reduce demand for our products or depress pricing of those products, either of which may have a material adverse effect on our results of operations. Changes in global economic conditions could also shift demand to products for which we do not have competitive advantages, and this could negatively affect the amount of business that we are able to obtain. In addition, if we are unable to successfully anticipate changing economic and political conditions, we may be unable to effectively plan for and respond to those changes and our business could be negatively affected. Financial market performance may have a material adverse effect on our pension plan assets and require additional funding requirements. Significant and sustained declines in the financial markets may have a material adverse effect on the fair market value of our pension plan assets. While these pension plan assets are considered non-financial assets since they are not carried on our balance sheet, the fair market valuation of these assets could impact our funding requirements, funded status or net periodic pension cost. Any significant and sustained declines in the fair market value of these pension assets could require us to increase our funding requirements which would have an impact on our cash flow, and could also lead to additional pension expense. We may experience difficulties in the redesign and consolidation of our manufacturing facilities which could impact shipments to customers, product quality, and our ability to realize cost savings. We currently have several ongoing projects to streamline our manufacturing operations, which include the redesign and consolidation of certain manufacturing facilities. We anticipate a reduction of overhead costs as a result of these projects, to the extent that we can effectively leverage assets, personnel, and operating processes in the transition of production between manufacturing facilities. However, uncertainty is inherent within the facility redesign and consolidation process, and unforeseen circumstances could offset the anticipated benefits, disrupt service to customers, and impact product quality. Failure of an operating or information system or a compromise of security with respect to an operating or information system or portable electronic device could adversely affect our results of operations and financial condition or the effectiveness of our internal controls over operations and financial reporting. We are highly dependent on automated systems to record and process our daily transactions and certain other components of our financial statements. We could experience either a failure of one or more of these systems, or a compromise of our security due to technical system flaws, data input or record-keeping errors, or tampering or manipulation of our systems by employees or unauthorized third parties. Information security risks also exist with respect to the use of portable electronic devices, such as laptops and smartphones, which are particularly vulnerable to loss and theft. We may also be subject to disruptions of any of these systems arising from events that are wholly or partially beyond our control (for example, natural disasters, acts of terrorism, epidemics, computer 9 viruses, and electrical/telecommunications outages). All of these risks are also applicable wherever we rely on outside vendors to provide services. Operating system failures, disruptions, or the compromise of security with respect to operating systems or portable electronic devices could subject us to liability claims, harm our reputation, interrupt our operations, or adversely affect our internal control over financial reporting, business, results from operations, financial condition or cash flow. Changes in accounting standards and subjective assumptions, estimates and judgments by management related to complex accounting matters could significantly affect our financial results. Generally accepted accounting principles and related accounting pronouncements, implementation guidelines and interpretations with regard to a wide range of matters that are relevant to our business, such as revenue recognition, asset impairment, inventories, pensions valuation and tax matters, are highly complex and involve many subjective assumptions, estimates and judgments. Changes in these rules or their interpretation or changes in underlying assumptions, estimates, or judgments could significantly change our reported or expected financial performance or financial condition. ITEM 1B—UNRESOLVED STAFF COMMENTS Not applicable 10 ITEM 2—PROPERTIES We own and lease office and manufacturing properties as outlined in the table below. Location Bridgewater, MA Westwood, MA Randolph, MA (a) Webster, MA (b) Oxford, MA Square Feet Owned/ Leased Principal Use 5,200 Owned Corporate headquarters and executive office 20,200 Leased Global Operations Center including research and development, sales and administrative services 77,500 Owned Manufacture of electrical protective coatings and tape products 25,000 Owned Recently vacated and currently being held for potential lease or sale 73,600 Owned Manufacture of tape and related products for the electronic and telecommunications industries, as well as laminated durable papers Paterson, NJ 40,000 Owned/ We own the building and lease the land from the landowner. Currently, the building is being leased to a tenant and the land is being Leased sub-leased. Taylorsville, NC 50,000 Leased Manufacture of flexible packaging for industrial and retail use, as well as tape and related products for the electronic and telecommunications industries Taylorsville, NC Cranston, RI Pittsburgh, PA 2,500 Leased Storage warehouse 500 Leased Sales office 44,000 Owned Manufacture and sale of protective coatings and tape products O’Hara Township, PA 109,000 Owned Manufacture and sale of protective coatings, expansion joints and accessories Evanston, IL (c) Peterborough, NH Houston, TX 100,000 Leased Manufacture and sale of protective coatings and tape products 8,800 Leased Sales and administrative facility 45,000 Owned Manufacture of coating and lining systems for use in liquid storage and containment applications. Camberley, Surrey, England 6,700 Leased Manufacture and sales of protective electronic coatings Winnersh, Berkshire, England (d) 18,800 Leased Under renovation for future manufacture and sales of protective electronic coatings Rye, East Sussex, England 36,600 Owned Manufacture and sales of protective coatings and tape products Paris, France 1,350 Leased Sales/technical service office and warehouse allowing direct sales and service to the French market (a) (b) (c) (d) In October 2011, we announced our intention to close our Randolph, MA facility effective December 1, 2012. The manufacturing of products produced in the Randolph, MA facility will be transitioned to our other facilities over the course of a 15 month transition period. In August 2011, we ceased manufacturing operations at our Webster, MA manufacturing facility and have transitioned production of this facility’s products to our Oxford, MA manufacturing facility. In June 2009, we entered into a sale leaseback transaction whereby we sold our real property (land and building) located in Evanston, IL. We have agreed to provide financing to the purchaser, and the purchaser has agreed to lease the property back to us for a term of 49 months ending July 2013. The term coincides with the period over which the financing will be repaid to us. In December 2010, we entered into a lease in Winnersh, Berkshire, England and we are working to renovate this property into a modern manufacturing and sales facility. We are planning to transition the manufacture and sales of protective electronic coatings from our Camberley, Surrey, England facility over to this new facility by December 2011. The above facilities range in age from new to about 100 years, are generally in good condition and, in the opinion of management, adequate and suitable for present operations. We also own equipment and machinery that is in good repair and, in the opinion of management, adequate and suitable for present operations. We could 11 significantly add to our capacity by increasing shift operations. Availability of machine hours through additional shifts would provide expansion of current product volume without significant additional capital investment. ITEM 3—LEGAL PROCEEDINGS We are one of over 100 defendants in a lawsuit pending in Ohio which alleges personal injury from exposure to asbestos contained in certain Chase products. The case is captioned Marie Lou Scott, Executrix of the Estate of James T. Scott v. A-Best Products, et al., No. 312901 in the Court of Common Pleas for Cuyahoga County, Ohio. The plaintiff in the case issued discovery requests to us in August 2005, to which we timely responded in September 2005. The trial had initially been scheduled to begin on April 30, 2007. However, that date had been postponed and no new trial date has been set. As of October 2011, there have been no new developments as this Ohio lawsuit has been inactive with respect to us. We were named as one of the defendants in a complaint filed on June 25, 2009, in a lawsuit captioned Lois Jansen, Individually and as Special Administrator of the Estate of Thomas Jansen v. Beazer East, Inc., et al., No: 09-CV-6248 in the Milwaukee County (Wisconsin) Circuit Court. The plaintiff alleges that her husband suffered and died from malignant mesothelioma resulting from exposure to asbestos in his workplace. The plaintiff has sued seven alleged manufacturers or distributors of asbestos-containing products, including Royston Laboratories (formerly an independent company and now a division of Chase Corporation). We have filed an answer to the claim denying the material allegations in the complaint. The parties are currently engaged in discovery. In addition to the matters described above, we are involved from time to time in litigation incidental to the conduct of our business. Although we do not expect that the outcome in any of these matters, individually or collectively, will have a material adverse effect on our financial condition or results of operations, litigation is inherently unpredictable. Therefore, judgments could be rendered or settlements entered, that could adversely affect our operating results or cash flows in a particular period. We routinely assess all of our litigation and threatened litigation as to the probability of ultimately incurring a liability, and record our best estimate of the ultimate loss in situations where we assess the likelihood of loss as probable. ITEM 4—[REMOVED AND RESERVED] ITEM 4A—EXECUTIVE OFFICERS OF THE REGISTRANT The following table sets forth information concerning our Executive Officers as of August 31, 2011. Each of our Executive Officers is selected by our Board of Directors and holds office until his successor is elected and qualified. Name Peter R. Chase . . . . . . . . Age 63 Offices Held and Business Experience during the Past Five Years Chairman of the Board of the Company since February 2007, and Chief Executive Officer of the Company since September 1993. Adam P. Chase . . . . . . . . 39 Kenneth L. Dumas . . . . . . 40 President of the Company since January 2008, Chief Operating Officer of the Company since February 2007, Vice President Operations February 2006 through February 2007, and Vice President Chase Coating & Laminating Division March 2003 through February 2007. Adam Chase is the son of Peter Chase. Chief Financial Officer and Treasurer of the Company since February 2007, Director of Finance February 2006 through January 2007, and Corporate Controller January 2004 through January 2007. 12 PART II ITEM 5—MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our common stock is traded on the NYSE Amex under the symbol CCF. As of October 31, 2011, there were 443 shareholders of record of our Common Stock and approximately 3,037 beneficial shareholders who held shares in nominee name. On that date, the closing price of our common stock was $14.00 per share as reported by the NYSE Amex. The following table sets forth the high and low daily sales prices for our common stock as reported by the NYSE Amex for each quarter in the fiscal years ended August 31, 2011 and 2010: Fiscal 2011 Fiscal 2010 High Low High Low . . . . . . . . . . . . . . . . . . . . . . . . . . . . First Quarter Second Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . Third Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fourth Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . $18.59 16.60 19.00 17.21 $12.23 14.06 15.27 11.39 $14.90 12.50 14.45 14.65 $10.60 10.21 10.66 10.61 Single annual cash dividend payments were declared and paid subsequent to year end in the amounts of $0.35, $0.35, and $0.20 per common share, for the years ended August 31, 2011, 2010 and 2009, respectively. Certain borrowing facilities of ours contain financial covenants which may have the effect of limiting the amount of dividends that we can pay. Comparative Stock Performance The following line graph compares the yearly percentage change in our cumulative total shareholder return on the Common Stock for the last five fiscal years with the cumulative total return on the Standard & Poor’s 500 Stock Index (the ‘‘S&P 500 Index’’), and a composite peer index that is weighted by market equity capitalization (the ‘‘Peer Group Index’’). The companies included in the Peer Group Index are American Biltrite Inc., Material Sciences Corporation, H.B. Fuller Company, Quaker Chemical Corporation and RPM International, Inc. Cumulative total returns are calculated assuming that $100 was invested on August 31, 2006 in each of the Common Stock, the S&P 500 Index and the Peer Group Index, and that all dividends were reinvested. Comparison of 5 Year Cumulative Total Return Assumes Initial Investment of $100 on August 31, 2006 $250 $200 $150 $100 $50 $- 2006 2007 2008 2009 2010 2011 Chase Corp. S&P 500 Index - Total Returns Peer Group 14NOV201109364253 Chase Corp . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S&P 500 Index . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Peer Group Index $100 $100 $100 $210 $115 $129 $213 $102 $127 $144 $ 84 $ 98 $163 $ 88 $107 $167 $104 $134 2006 2007 2008 2009 2010 2011 The information under the caption ‘‘Comparative Stock Performance’’ above is not deemed to be ‘‘filed’’ as part of this Annual Report, and is not subject to the liability provisions of Section 18 of the Securities Exchange Act of 1934. Such information will not be deemed to be incorporated by reference into any filing we make under the Securities Act of 1933 unless we explicitly incorporate it into such a filing at the time. 13 ITEM 6—SELECTED FINANCIAL DATA The following selected financial data should be read in conjunction with ‘‘Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations’’ and ‘‘Item 8—Financial Statements and Supplementary Data.’’ Fiscal Years Ended August 31, 2011 2010 2009 2008 2007 (In thousands, except per share amounts) Statement of Operations Data Revenues from continuing operations . . . . . . . . $123,040 $118,743 $ 91,236 $113,177 $109,195 Income from continuing operations, net of taxes Income from discontinued operations, net of $ 10,931 $ 10,726 $ 5,315 $ 11,061 $ 8,965 taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . — 1,790 1,070 1,313 1,228 Net income . . . . . . . . . . . . . . . . . . . . . . . . . $ 10,931 $ 12,516 $ 6,385 $ 12,374 $ 10,193 Net income available to common shareholders, per common and common equivalent share: Basic: Continuing operations . . . . . . . . . . . . . . . . Discontinued operations . . . . . . . . . . . . . . . Net income per common and common equivalent share . . . . . . . . . . . . . . . . . . Diluted: Continuing operations . . . . . . . . . . . . . . . . Discontinued operations . . . . . . . . . . . . . . . Net income per common and common $ $ $ $ $ $ 1.22 — 1.22 1.22 — $ $ $ 1.22 0.20 1.42 1.21 0.20 $ $ $ 0.62 0.13 0.75 0.60 0.12 $ $ $ 1.32 0.16 1.48 1.27 0.15 1.11 0.15 1.26 1.07 0.15 equivalent share . . . . . . . . . . . . . . . . . . $ 1.22 $ 1.41 $ 0.72 $ 1.42 $ 1.22 The sum of individual share amounts may not equal due to rounding Balance Sheet Data Total assets . . . . . . . . . . . . . . . . . . . . . . . . Long-term debt and capital leases . . . . . . . . . Total stockholders’ equity . . . . . . . . . . . . . . . . $128,909 8,267 91,880 $123,201 12,667 81,531 $ 91,066 — 70,213 $ 90,297 — 66,186 $ 83,965 3,823 56,212 Cash dividends paid per common and common equivalent share . . . . . . . . . . . . . . . . . . . . $ 0.35 $ 0.20 $ 0.35 $ 0.25 $ 0.20 As further detailed in Note 15 to the Consolidated Financial Statements included in this Report, the Electronic Manufacturing Services business was sold in June 2010 and the financial results of this previously reported segment are classified as discontinued operations. We have reflected the results of this business as discontinued operations in the consolidated statement of operations for all periods presented. 14 ITEM 7—MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion provides an analysis of our financial condition and results of operations and should be read in conjunction with the Consolidated Financial Statements and notes thereto included in Item 8 of this Annual Report on Form 10-K. Selected Relationships within the Consolidated Statements of Operations Years Ended August 31, 2011 2010 2009 Revenues from continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . $123,040 (Dollars in thousands) $118,743 $ 91,236 Income from continuing operations, net of taxes . . . . . . . . . . . . . . . . . . . Income from discontinued operations, net of taxes . . . . . . . . . . . . . . . . . . $ 10,931 — $ 10,726 1,790 Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 10,931 $ 12,516 $ $ 5,315 1,070 6,385 Increase/(Decrease) in revenues from continuing operations from prior year Amount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Percentage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Increase/(Decrease) in income from continuing operations, net of taxes from prior year Amount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Percentage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Percentage of revenues from continuing operations: Revenues from continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . Expenses: Cost of products and services sold . . . . . . . . . . . . . . . . . . . . . . . . . Selling, general and administrative expenses . . . . . . . . . . . . . . . . . . . Loss on impairment of assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other (income) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income from continuing operations before income taxes . . . . . . . . . . . . . Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income from continuing operations, net of taxes . . . . . . . . . . . . . . . . . . Income from discontinued operations, net of taxes . . . . . . . . . . . . . . . . $ 4,297 $ 27,507 $ (21,941) 4% 30% (19)% $ 205 $ 5,411 $ (5,746) 2% 102% (52)% 100% 100% 100% 65% 22 — — 13 4 9 — 63% 23 — — 14 5 9 2 68% 23 1 (1) 9 3 6 1 Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9% 11% 7% Overview Greater demand in the industrial controls, automotive and electrical cable markets resulted in increased revenues from continuing operations for fiscal 2011. Despite these increased revenues, the rising cost of raw materials, including petroleum related goods, had a direct impact on the profitability of our core product lines and net income from continuing operations increased slightly from the prior year. We continue to monitor raw material prices closely and implement sales price increases where possible, but the volatility of the cost of these raw materials remains uncertain. Revenues from our Industrial Materials segment exceeded prior year results due to increased sales from our wire & cable and electronic coatings product lines. We completed our plant move from Webster, MA to Oxford, MA ahead of schedule this past year, and recently announced the next phase of our consolidation plan, closing the Randolph, MA facility over the next twelve to fifteen months. Additionally, in the first half of fiscal 2012, we will be transitioning our HumiSeal Europe LTD manufacturing operations from Camberley, UK to a modern facility in Winnersh, UK. Revenues from our Construction Materials segment were below prior year results due to poor market conditions in the construction and building sectors, which had a direct impact on sales of our private label products. This segment was also impacted this past year by some production issues at our Rye, UK facility primarily due to challenges in meeting heavy Middle East demand for pipeline products. These issues were rectified by process improvements implemented in the fourth quarter, but they resulted in higher costs and decreased production from 15 that facility. We will continue to monitor our production processes to ensure that we deliver high quality goods to meet market needs as they arise. In the upcoming fiscal year, our key objectives will include continuous efficiency improvements, long term consolidation and investment in R&D and marketing as this long-term commitment is expected to pay off in new products and increased business in future years. Our balance sheet continues to remain strong, with cash on hand of $15.0 million and a current ratio of 2.9. Although the current economic climate remains uncertain, we remain focused on our long term strategic goals. The balance of our unsecured term debt is currently $12.7 million. This term debt was used to finance our acquisitions in fiscal 2010. Our $10 million line of credit is fully available. The Company has two reportable segments summarized below: Product Lines Manufacturing Focus and Products Segment Industrial Materials (cid:127) Wire and Cable (cid:127) Electronic Coatings (cid:127) Custom Products Protective coatings and tape products including insulating and conducting materials for wire and cable manufacturers, moisture protective coatings for electronics and printing services, laminated durable papers, and flexible composites and laminates for the aerospace, packaging and industrial laminate markets. Protective coatings and tape products including coating and lining systems for use in liquid storage and containment applications, protective coatings for pipeline and general construction applications, high performance polymeric asphalt additives, and expansion and control joint systems for use in the transportation and architectural markets. Construction Materials (cid:127) Pipeline (cid:127) Construction Products (cid:127) Private Label As further detailed in Note 15 to the Consolidated Financial Statements included in this Report, the Electronic Manufacturing Services business was sold in June 2010 and the financial results of this previously reported segment are classified as discontinued operations. We have reflected the results of this business as discontinued operations in the consolidated statement of operations for all periods presented. 16 Results of Operations Revenues and Operating Profit by Segment are as follows: Revenues Income from Continuing Operations Before Income Taxes % of Revenues (Dollars in thousands) Fiscal 2011 Industrial Materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Construction Materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Less corporate and common costs . . . . . . . . . . . . . . . . . . . . . . Income from continuing operations before income taxes . . . . . . . . Fiscal 2010 Industrial Materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Construction Materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Less corporate and common costs . . . . . . . . . . . . . . . . . . . . . . Income from continuing operations before income taxes . . . . . . . . Fiscal 2009 Industrial Materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Construction Materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Less corporate and common costs . . . . . . . . . . . . . . . . . . . . . . Income from continuing operations before income taxes . . . . . . . . $ 75,744 47,296 $123,040 $ 64,645 54,098 $118,743 $ 60,678 30,558 $ 91,236 22% 8% 17% 25% 12% 19% 19% 7% 15% $ 16,450 (a) 3,972 20,422 (4,249) $ 16,173 $ 16,328 (b) 6,367 22,695 (6,239) $ 16,456 $ 11,753 (c) 2,146 13,899 (5,796) (d) $ 8,103 (a) Includes idle facility costs of $706 from our Paterson, NJ and Oxford, MA facilities (b) Includes idle facility costs of $392 from our Paterson, NJ and Oxford, MA facilities (c) Includes loss on impairment of goodwill of $237 (d) Includes loss on impairment of assets of $262 Total Revenues Total revenues in fiscal 2011 increased $4,297,000 or 4% to $123,040,000 from $118,743,000 in the prior year. Revenues in our Industrial Materials segment increased $11,099,000 or 17% to $75,744,000 for the year ended August 31, 2011 compared to $64,645,000 in fiscal 2010. The increase in revenues from our Industrial Materials segment in fiscal 2011 was primarily due to increased sales of: (a) $6,967,000 from our wire & cable product line as we benefitted from increased demand in the electrical cable market; (b) $2,219,000 in the electronic coatings product line, primarily due to increased demand in the industrial controls and automotive markets; and (c) $1,793,000 from our custom products product lines. Revenues from our Construction Materials segment decreased $6,802,000 or 13% to $47,296,000 for the year ended August 31, 2011 compared to $54,098,000 for fiscal 2010. The reduced sales from our Construction Materials segment in fiscal 2011 was primarily due to decreased sales of: (a) $4,603,000 from our private label products due to less demand for these products; (b) $1,230,000 from pipeline products produced at our UK facility as we experienced production challenges in meeting heavy Middle East demand in the latter half of fiscal 2011; and (c) $999,000 from our construction product lines as a result of decreased demand in the transportation and architectural markets. Royalties and commissions in the Industrial Materials segment were $2,122,000, $1,664,000 and $1,077,000 for the years ended August 31, 2011, 2010 and 2009, respectively. The increase in royalties and 17 commissions in fiscal 2011 over the prior two fiscal years was due to increased sales of electronic coatings by our licensed manufacturer in Asia. Export sales from domestic operations to unaffiliated third parties were $19,715,000, $17,946,000 and $14,611,000 for the years ended August 31, 2011, 2010 and 2009, respectively. The growth in our export sales in fiscal 2011 was primarily due to increased demand from our foreign customers in the aerospace and wire & cable markets. Total revenues in fiscal 2010 increased $27,507,000 or 30% to $118,743,000 from $91,236,000 in fiscal 2009. Revenues in our Industrial Materials segment increased $3,967,000 or 7% to $64,645,000 for the year ended August 31, 2010 compared to $60,678,000 in fiscal 2009. The increase in revenues from our Industrial Materials segment in fiscal 2010 was primarily due to increased sales of $6,672,000 in the electronic coatings product line from both the worldwide automotive sector and protective products used in domestic infrastructure applications. This increase was partially offset by decreased sales of $2,947,000 from our custom products product lines primarily due to decreased demand in the transportation market. Revenues from our Construction Materials segment increased $23,540,000 or 77% to $54,098,000 for the year ended August 31, 2010 compared to $30,558,000 for fiscal 2009. The increase in revenues from our Construction Materials segment in fiscal 2010 was primarily due to increased sales of: (a) $12,354,000 from CIM which we acquired in September 2009; (b) $4,991,000 from ServiWrap which was acquired in December 2009; (c) $3,354,000 from our pipeline and construction product lines; and (d) $2,793,000 from our private label products due to increased demand for these products. Cost of Products and Services Sold Cost of products and services sold increased $5,489,000 or 7% to $80,317,000 for the fiscal year ended August 31, 2011 compared to $74,828,000 in fiscal 2010. As a percentage of revenues, cost of products and services sold increased to 65% in fiscal 2011 compared to 63% for fiscal 2010. The following table summarizes the relative percentages of costs of products and services sold to revenues for both of our reporting segments: Cost of products and services sold Fiscal Years Ended August 31, 2011 2010 2009 Industrial Materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Construction Materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64% 61% 66% 67% 66% 72% Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65% 63% 68% Cost of products and services sold in our Industrial Materials segment was $48,474,000 for the fiscal year ended August 31, 2011 compared to $39,340,000 in fiscal 2010. As a percentage of revenues, cost of products and services sold in the Industrial Materials segment increased primarily due to rising prices in certain commodity and petroleum based raw materials impacting many of our product lines throughout the year. Additionally, we incurred incremental one-time expenses in the latter half of fiscal 2011 related to the transition of our Webster, MA production processes over to the Oxford, MA facility. While we continue to face challenges with margin pressures across many of our key product lines, we anticipate a favorable future impact as a result of this transition. Cost of products and services sold in our Construction Materials segment was $31,843,000 for the fiscal year ended August 31, 2011 compared to $35,488,000 in fiscal 2010. As a percentage of revenues, cost of products and services sold in the Construction Materials segment increased primarily due to higher raw material costs which were partially offset by increased sales of our higher margin products and the resulting lower share of total sales that were made up of lower margin products. In fiscal 2010, cost of products and services sold increased $12,567,000 or 20% to $74,828,000 compared to $62,261,000 in the prior fiscal year. As a percentage of revenues, cost of products and services sold decreased to 63% in fiscal 2010 compared to 68% for fiscal 2009. Cost of products and services sold in our Industrial Materials segment were $39,340,000 for the fiscal year ended August 31, 2010 compared to $40,162,000 in fiscal 2009. The percentage of revenues decrease in the cost of products and services sold for the Industrial Materials segment was primarily due to increased sales of higher margin products, management’s ability to leverage its fixed overhead costs on a higher revenue base, and the favorable impact of ongoing cost reduction efforts. Cost 18 of products and services sold in our Construction Materials segment were $35,488,000 for the fiscal year ended August 31, 2010 compared to $22,099,000 in fiscal 2009. The large dollar value increase in cost of products and services sold in this Construction Materials segment during fiscal 2010 was primarily attributable to the fiscal 2010 acquisitions of the CIM business and the Serviwrap product lines. The decrease in cost of products and services sold as a percentage of revenues in this segment during fiscal 2010 was a direct result of a favorable product mix coupled with continued focus and scrutiny on material purchases that helped stabilize margins on many of our key product lines. Selling, General and Administrative Expenses Selling, general and administrative expenses decreased $371,000 or 1% to $26,780,000 during fiscal 2011 compared to $27,151,000 in fiscal 2010. As a percentage of revenues, selling, general and administrative expenses decreased to 22% in fiscal 2011 compared to 23% for fiscal 2010. This decrease was primarily due to acquisition costs of $434,000 incurred in fiscal 2010 and lower stock based compensation expense in fiscal 2011. These were partially offset by increased research and development, sales commissions and other selling related expenses resulting from increased revenues in the current year. During fiscal 2010, selling, general and administrative expenses increased $6,337,000 or 30% to $27,151,000, compared to $20,814,000 in fiscal 2009. As a percentage of revenues, selling, general and administrative expenses remained flat at 23% in both fiscal 2010 and 2009. The dollar increase in fiscal 2010 was primarily attributable to incremental expenses from the CIM and ServiWrap acquisitions, including acquisition costs of $434,000 and amortization of intangible assets of $1,170,000. Additionally, increased revenues and profitability in fiscal 2010 compared to the prior year led to increased sales commissions and other selling related expenses and increased incentive compensation expense. These increases were partially offset by management’s continued emphasis on controlling costs, including reduced travel and external consulting costs. In fiscal 2011, bad debt expense, net of recoveries, decreased $51,000 or 29% to $127,000, compared to $178,000 in fiscal 2010. The improvement in fiscal 2011 was a result of our strict adherence to our established credit policies as well as closely monitoring the accounts receivable function and taking a proactive approach to the collections process. Bad debt expense, net of recoveries, increased $219,000 to $178,000 in fiscal 2010 compared to a net gain of $41,000 in fiscal 2009 that was due to recoveries of previously identified bad debt that exceeded additions to bad debt expense for the fiscal year. The increase in bad debt expense in fiscal 2010 was primarily due to financial difficulties for several of our customers as well as overall increased receivable balances due to higher sales. Loss on Impairment of Fixed Assets In fiscal 2009, we recorded a $262,000 charge related to the impairment of real property (land and building) located in West Bridgewater, MA which was being leased to Sunburst Electronics Manufacturing Solutions, Inc. The real property, having a pre-impairment book value of $1,632,000, was written down to its fair value of $1,370,000, which was realized upon the June 2009 sale of the property. Loss on Impairment of Goodwill In fiscal 2009, based on the decrease in sales activity in the fiscal year and the completion of the fiscal 2010 budget, we determined that the carrying value of goodwill associated with our Northeast Quality Products (‘‘NEQP’’) division may not be recoverable. Accordingly, we performed a goodwill impairment analysis. Based on the present value of future cash flows utilizing projected results for the balance of fiscal year 2009 and projections for future years based on the fiscal year 2010 budgeting process, the goodwill impairment analysis yielded results that did not support the current book value of the goodwill associated with this division. As a result, we concluded that the carrying amount of goodwill for the NEQP division was not fully recoverable and an impairment charge of $237,000 was recorded as of May 31, 2009. Goodwill related to NEQP, having a pre-impairment book value of $349,000, was written down to its fair value of $112,000 in accordance with generally accepted accounting principles. The NEQP division was sold on August 14, 2009, and the adjusted fair value of $112,000 was realized upon the sale. Interest Expense Interest expense decreased $164,000 to $196,000 in fiscal 2011 compared to $360,000 in fiscal 2010. The decrease in interest expense in fiscal 2011 compared to the prior fiscal year is primarily due to the capitalization of 19 imputed interest on construction in process projects related to our Oxford, MA and Pittsburgh, PA facilities. Interest expense increased $343,000 to $360,000 in fiscal 2010 compared to $17,000 in fiscal 2009. The increase in interest expense in fiscal 2010 compared to fiscal 2009 is a direct result of the $10,000,000 term note and $3,000,000 promissory notes related to the acquisition of CIM, and the $7,000,000 term loan related to the acquisition of ServiWrap. Other Income Other income increased $374,000 to $426,000 in fiscal 2011 compared to $52,000 in fiscal 2010. Other income primarily includes interest income and foreign exchange gains caused by changes in exchange rates on transactions or balances denominated in currencies other than the functional currency of our subsidiaries. The increase in other income in fiscal 2011 from the prior year is primarily due to foreign exchange gains (losses) caused by the volatility of the pound sterling and the euro, and the subsequent revaluation of some of our European sales transactions completed in other functional currencies (and subsequently translated to the pound sterling and the euro). Other income decreased $406,000 to $52,000 in fiscal 2010 compared to $458,000 in fiscal 2009. The decrease in other income in fiscal 2010 from the prior year is primarily due to the fiscal 2009 inclusion of rental income that we received from real property sold in June 2009. Income Taxes The effective tax rate for fiscal 2011 was 32.4% compared to 34.8% and 34.4% in fiscal 2010 and 2009, respectively. In all three years, we have received the benefit of the domestic production deduction and foreign rate differential. The effective tax rate of 32.4% for fiscal 2011 compares favorably to 2010 due to an increase in the applicable domestic production deduction for the year to 9% (increased from 6% in fiscal 2010) and a more favorable effective state income tax rate in 2011. The increase in the effective tax rate in fiscal 2010 as compared to fiscal 2009 is primarily due to a less favorable foreign tax rate differential and research credit in fiscal 2010 as compared to fiscal 2009. Net Income Consolidated net income in fiscal 2011 decreased $1,585,000 or 13% to $10,931,000 compared to $12,516,000 in fiscal 2010. Income from continuing operations increased $205,000 or 2% to $10,931,000 for the year ended August 31, 2011 compared to $10,726,000 in fiscal 2010. The increase in net income from continuing operations in fiscal 2011 was a result of increased revenues offset by increased raw material costs. Income from discontinued operations of $1,790,000 for the year ended August 31, 2010 was from our Chase EMS business which was sold in June 2010. Consolidated net income in fiscal 2010 increased $6,131,000 or 96% to $12,516,000 compared to $6,385,000 in fiscal 2009. Income from continuing operations increased $5,411,000 or 102% to $10,726,000 for the year ended August 31, 2010 compared to $5,315,000 in fiscal 2009. The increase in net income from continuing operations in fiscal 2010 was a result of the revenue growth discussed previously. Income from discontinued operations increased $720,000 or 67% to $1,790,000 for the year ended August 31, 2010 compared to $1,070,000 in fiscal 2009. The increase in income from discontinued operations in fiscal 2010 was primarily a result of the $429,000 gain on the sale of the Chase EMS business as well as the overall growth in sales in fiscal 2010. Liquidity and Sources of Capital Our overall cash balance decreased $2,358,000 to $14,982,000 at August 31, 2011 from $17,340,000 at August 31, 2010. The decreased cash balance at August 31, 2011 was a result of cash on hand used for strategic purchases of key raw materials, payment of our annual dividend in December 2010, debt repayments and purchases of machinery and equipment including improvements made to our Oxford, MA facility. These cash outflows were partially offset by cash generated from operations during the year. Our overall cash balance increased $5,697,000 to $17,340,000 at August 31, 2010 from $11,643,000 at August 31, 2009. The increased cash balance at August 31, 2010 was a result of the June 2010 sale of our Electronic Manufacturing Services business as well as cash flows generated from operations during the year, offset by cash used for acquisitions. Cash flow provided by operations was $9,303,000 for the year ended August 31, 2011 compared to $11,346,000 in fiscal 2010 and $16,877,000 in fiscal 2009. Cash provided by operations during fiscal 2011, was 20 primarily due to operating income offset by increased purchases of inventory, as we strategically built up our inventory to facilitate certain manufacturing plant transition plans as well as making bulk purchases of key raw materials to take advantage of favorable pricing terms. Cash provided by operations during fiscal 2010 was primarily due to operating income and decreased accounts payable and accrued expense balances, offset by increased accounts receivable and inventory balances. Cash provided by operations during fiscal 2009 was primarily due to operating income and decreased accounts receivable and inventory balances, offset by reduced accounts payable balances. The ratio of current assets to current liabilities was 2.9 as of August 31, 2011 compared to 2.6 as of August 31, 2010. The increase in our current ratio at August 31, 2011 was primarily attributable to the increases in our raw material and finished goods inventories as well as a decrease in our accrued income taxes, which were partially offset by an overall decrease in our cash balance as noted above. Cash flow used in investing activities was $4,172,000 for the year ended August 31, 2011 compared to $17,329,000 in fiscal 2010 and $5,204,000 in fiscal 2009. During fiscal 2011, cash flow used in investing activities was primarily due to $1,930,000 paid for machinery and equipment and improvements made for our Oxford, MA facility, $827,000 paid for machinery and equipment and improvements made for our facility in O’Hara Township, PA, $605,000 paid related to the build out of our newly leased property in Winnersh, UK, and cash paid for purchases of machinery and equipment at our other manufacturing locations. These cash outflows were partially offset by additional proceeds during fiscal 2011 of $1,478,000 received from the sale of our Chase EMS business. During fiscal 2010, cash flow used in investing activities was primarily due to payments totaling $25,592,000 for the acquisitions of CIM and ServiWrap, and $3,572,000 paid for purchases of machinery and equipment at our other manufacturing locations during fiscal 2010. This was partially offset by the $12,689,000 of net proceeds received from the sale of our discontinued operations. During fiscal 2009, cash flow used in investing activities was primarily due to $2,509,000 used to pay for the purchase of real property in Oxford, MA, $1,280,000 paid for purchases related to the build out of our manufacturing facility in Pittsburgh, PA, and purchases of machinery and equipment at our other manufacturing locations. Cash flow used in financing activities was $7,729,000 for the year ended August 31, 2011 as compared to cash flow provided by financing activities of $11,664,000 in fiscal 2010 and cash flow used in financing activities of $3,856,000 in fiscal 2009. During fiscal 2011, cash flow used in financing activities reflected our annual dividend payment and payments made on the bank loans we used to finance our prior year acquisitions of CIM and ServiWrap. Additionally, we paid the first of three scheduled promissory note payments of $1,000,000 to the CIM shareholders in accordance with the CIM stock purchase agreement, described in more detail below. During fiscal 2010, cash flow provided by financing activities primarily resulted from a total of $17,000,000 in term debt used to finance our acquisitions of CIM and ServiWrap. These were partially offset by payments made on the acquisition loans and our line of credit arrangement, as well as our annual dividend. During fiscal 2009, cash flow used in financing activities reflected the payment of the annual dividend and payments of statutory minimum taxes on restricted stock. On October 14, 2010, we announced a cash dividend of $0.35 per share (totaling $3,131,000), comprised of $0.30 related to earnings from continuing operations and $0.05 related to earnings from discontinued operations, to shareholders of record on October 31, 2010 and paid on December 3, 2010. On October 13, 2011, we announced a cash dividend of $0.35 per share (totaling approximately $3,134,000), to shareholders of record on October 31, 2011 and payable on December 5, 2011. We continue to have long-term unsecured credit available up to $10,000,000 with Bank of America at the bank’s base lending rate or, at the option of the Company, at the effective London Interbank Offered Rate (LIBOR) plus 150 basis points. On June 8, 2010, we executed an amendment to this credit facility, extending its maturity to March 31, 2013. As part of this amendment, the interest rate was increased by 25 basis points, from its original rate of LIBOR plus 125 basis points. All other terms of the credit facility remain the same. As of August 31, 2011 and October 31, 2011, the entire amount of $10,000,000 was available for use. We plan to use this availability to help finance our cash needs, including potential acquisitions, in fiscal 2012 and future periods. Under the terms of our credit facility, we 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. We were in compliance with our debt covenants as of August 31, 2011. 21 We borrowed $10,000,000 from Bank of America in September 2009 in order to fund our acquisition of CIM. This borrowing involved an unsecured, three year term note (the ‘‘Term Note’’) with interest and principal payments due monthly. Interest is calculated at the applicable LIBOR rate plus a margin of 175 basis points, with interest payments due on the last day of each month. At August 31, 2011, the applicable interest rate was 1.94% per annum and the outstanding principal amount was $6,000,000. In addition to monthly interest payments, we are repaying the principal in equal installments of $167,000 per month, beginning on September 30, 2009, and on the last day of each month thereafter, ending on August 31, 2012, when we will repay the remaining principal balance plus any interest then due. The Term Note is subject to the same debt covenants as our line of credit discussed above. Prepayment of the Term Note is allowed at any time during the term of the loan. In November 2011, we executed an amendment to this Term Note, extending the maturity to August 31, 2014. Monthly payments of $167,000 will continue through August 2014, at which time we will repay the remaining principal balance plus any interest then due. All other terms of the Term Note remain the same. As part of the CIM acquisition in September 2009, we also delivered $3,000,000 in non-negotiable promissory notes (the ‘‘Notes’’) payable to five CIM shareholders, who were the holders of all of the issued and outstanding shares of capital stock of CIM as of the acquisition date. The principal of the Notes will be paid in three consecutive annual installments of $1,000,000 each, with the initial payment due on September 4, 2010. Interest on the unpaid principal balance of the Notes is accruing at a rate per annum equal to the applicable Federal rate, and will be paid annually with each principal payment. At August 31, 2011, the applicable interest rate was 0.84% per annum. We paid the first installment on the Notes in September 2010 and the second installment was paid in September 2011. In December 2009, we borrowed $7,000,000 from RBS Citizens in order to fund our acquisition of the ServiWrap product lines. This borrowing involved an unsecured, three year term note (the ‘‘Term Loan’’) with interest and principal payments due monthly. Interest is calculated at the applicable LIBOR rate plus a margin of 190 basis points, with interest payments due on the last day of each month. In addition to monthly interest payments, we are repaying the principal in equal installments of $117,000 each, beginning on January 15, 2010, and on the 15th day of each month thereafter, ending on December 15, 2012, when we will repay the remaining principal balance plus any interest then due. The Term Loan is subject to the same debt covenants as our line of credit discussed above. Prepayment of the Term Loan is allowed at any time. At August 31, 2011, the applicable interest rate was 2.11% per annum, and the outstanding principal amount was approximately $4,700,000. We currently have several on-going capital projects that are important to our long term strategic goals. These projects include the upcoming move of our HumiSeal Europe LTD manufacturing operations from Camberley, UK to a modern facility in Winnersh, UK. Additionally, we have the continued renovations to our Oxford, MA facility, as well as the recently announced closing of our Randolph, MA plant which will be transitioned to our other facilities over the course of a fifteen month transition period. Machinery and equipment will also be added as needed to increase capacity or enhance operating efficiencies in our other manufacturing plants. We may consider the acquisition of companies or other assets this year or in future periods which are complementary to our business. We believe that our existing resources, including cash on hand and our line of credit, together with cash generated from operations and additional bank borrowings, will be sufficient to fund our cash flow requirements through at least the next twelve months. However, there can be no assurances that additional financing will be available on favorable terms, if at all. To the extent that interest rates increase in future periods, we will assess the impact of these higher interest rates on the financial and cash flow projections of our potential acquisitions. We have no significant off balance sheet arrangements. 22 Contractual Obligations The following table summarizes our contractual cash obligations at August 31, 2011 and the effect such obligations are expected to have on our liquidity and cash flow in future periods. Contractual Obligations Total Payments Due Less than 1 Year Payments Due 1 - 3 Years Payments Due 4 - 5 Years Payments After 5 Years Long-term debt including estimated interest . . . . . . . . . . . . . . . . . . . . . . Operating leases . . . . . . . . . . . . . . . . . . Purchase Obligations . . . . . . . . . . . . . . . $13,006 9,377 4,680 Total (1) . . . . . . . . . . . . . . . . . . . . . $27,063 $ 4,583 773 4,680 $10,036 $7,954 1,600 — $9,554 $ 469 1,482 — $1,951 $ — 5,522 — $5,522 (Dollars in thousands) (1) We may be required to make payments related to our unrecognized tax benefits. However, due to the uncertainty of the timing of future cash flows associated with these unrecognized tax benefits, we are unable to make reasonably reliable estimates of the period of cash settlement, if any, with the respective taxing authorities. Accordingly, unrecognized tax benefits of $893,000 as of August 31, 2011 have been excluded from the contractual obligations table above. See Note 7 ‘‘Income Taxes’’ to the Consolidated Financial Statements for further information. Recently Issued Accounting Standards In January 2010, the Financial Accounting Standards Board (‘‘FASB’’) issued Accounting Standards Update (‘‘ASU’’) No. 2010-06, ‘‘Fair Value Measurements and Disclosures (Accounting Standards Codification ‘‘ASC’’ Topic 820)—Improving Disclosures about Fair Value Measurements’’ (‘‘ASU 2010-06’’). The updated standard requires new disclosures around transfers into and out of Levels 1 and 2 in the fair value hierarchy and separate disclosures about purchases, sales, issuances, and settlements to be presented separately on a gross basis in the reconciliation of Level 3 fair value measurements. The three-level fair value hierarchy is described in more detail in Note 16 to the financial statements filed as part of this Annual Report on Form 10-K. ASU 2010-06 is effective for interim and annual reporting periods beginning after December 15, 2009 with early adoption permitted, except for the Level 3 reconciliation disclosures which are effective for fiscal years beginning after December 15, 2010. The portion of the update which was effective for fiscal years beginning after December 15, 2009 was adopted by us effective March 1, 2010 and the adoption did not have any effect on our consolidated financial position, results of operations or cash flows. The portion of the update which is effective for fiscal years beginning after December 15, 2010 will not have an impact on our consolidated financial position, results of operations or cash flows. In December 2010, the FASB issued ASU No. 2010-29, ‘‘Business Combinations (ASC Topic 805)—Disclosure of Supplementary Pro Forma Information for Business Combinations’’ (‘‘ASU 2010-29’’). This standard update clarifies that, when presenting comparative financial statements, SEC registrants should disclose revenue and earnings of the combined entity as though the current period business combinations had occurred as of the beginning of the comparable prior annual reporting period only. The update also expands the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. ASU 2010-29 is effective prospectively for material (either on an individual or aggregate basis) business combinations entered into in fiscal years beginning on or after December 15, 2010, with early adoption permitted. The adoption of ASU 2010-29 will not have an impact on our consolidated financial position, results of operations or cash flows; however, we may have additional disclosure requirements if a material acquisition occurs. In June 2011, the FASB issued ASU No. 2011-05, ‘‘Comprehensive Income (ASC Topic 220): Presentation of Comprehensive Income,’’ (‘‘ASU 2011-05’’) which amends current comprehensive income guidance. This accounting update eliminates the option to present the components of other comprehensive income as part of the statement of shareholders’ equity. Instead, we must report comprehensive income in either a single continuous statement of comprehensive income which contains two sections, net income and other comprehensive income, or in two separate but consecutive statements. ASU 2011-05 will be effective for public companies during the interim and annual periods beginning after December 15, 2011 with early adoption permitted. The adoption of ASU 2011-05 will not have an impact on our consolidated financial position, results of operations or cash flows as it only requires a change in the format of our current presentation. 23 In September 2011, the FASB issued ASU No. 2011-08, ‘‘Intangibles—Goodwill and Other (ASC Topic 350)— Testing Goodwill for Impairment,’’ (‘‘ASU 2011-08’’) which gives companies the option to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount before performing the two-step test mandated prior to this update. ASU 2011-08 also provides companies with a revised list of examples of events and circumstances to consider, in their totality, to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If a company concludes that this is the case, it must perform the two-step test. Otherwise, a company may skip the two-step test. Companies are not required to perform the qualitative assessment and may instead proceed directly to the first step of the two-part test. ASU 2011-08 is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011, with early adoption permitted. We do not expect that the adoption of ASU 2011-08 to have a material impact on our consolidated financial position, results of operations or cash flows. Critical Accounting Policies, Judgments, and Estimates The U.S. Securities and Exchange Commission (‘‘SEC’’) requires companies to provide additional disclosure and commentary on their most critical accounting policies. The SEC has defined the most critical accounting policies as the ones that are most important to the portrayal of a company’s financial condition and operating results, and requires management to make its most significant estimates and judgments in the preparation of its consolidated financial statements. Our critical accounting policies are described below. Accounts Receivable We evaluate the collectability of accounts receivable balances based on a combination of factors. In cases where we are aware of circumstances that may impair a specific customer’s ability to meet its financial obligations to us, a specific allowance against amounts due to us is recorded, and thereby reduces the net recognized receivable to the amount we reasonably believe will be collected. For all other customers, we recognize allowances for doubtful accounts based on the length of time the receivables are past due, industry and geographic concentrations, the current business environment and our historical experience. If the financial condition of our customers deteriorates or if economic conditions worsen, additional allowances may be required in the future, which could have an adverse impact on our future operating results. Inventories We value inventory at the lower of cost or market using the first-in, first-out (FIFO) method. Management assesses the recoverability of inventory based on types and levels of inventory held, forecasted demand and changes in technology. These assessments require management judgments and estimates, and valuation adjustments for excess and obsolete inventory may be recorded based on these assessments. We estimate excess and obsolescence exposures based upon assumptions about future demand, product transitions, and market conditions and record reserves to reduce inventories to their estimated net realizable value. The failure to accurately forecast demand may lead to additional excess and obsolete inventory and future charges. Business Combinations We assign the value of the consideration transferred to acquire a business to the tangible assets and identifiable intangible assets acquired and liabilities assumed on the basis of their fair values at the date of acquisition. We assess the fair value of assets, including intangible assets, using a variety of methods and each asset is measured at fair value from the perspective of a market participant. The method used to estimate the fair values of intangible assets incorporates significant assumptions regarding the estimates a market participant would make in order to evaluate an asset, including a market participant’s use of the asset and the appropriate discount rates for a market participant. Assets recorded from the perspective of a market participant that are determined to not have economic use for us are expensed immediately. Any excess purchase price over the fair value of the net tangible and intangible assets acquired is allocated to goodwill. Transaction costs and restructuring costs associated with a transaction to acquire a business are expensed as incurred. 24 Goodwill, Intangible Assets, and Other Long-Lived Assets Long-lived assets consist of goodwill, identifiable intangible assets, trademarks, patents and agreements and property, plant, and equipment. Intangible assets and property, plant, and equipment, excluding goodwill, are amortized using the straight-line method over their estimated useful life. We review long-lived assets and all intangible assets for impairment whenever events or changes in circumstances indicate the carrying amount of such assets may not be recoverable. Goodwill is also reviewed at least annually for impairment. Factors which we consider important and that could trigger an impairment review include significant underperformance relative to expected historical or projected future operating results and significant negative industry or economic trends. We determine whether an impairment has occurred based on gross expected future cash flows for each reporting unit and measure the amount of the impairment based on the related future discounted cash flows for the respective reporting unit. The cash flow estimates used to determine impairment, if any, contain management’s best estimates, using appropriate and customary assumptions and projections at the time. (See notes to consolidated financial statements.) The estimates of expected cash flows require us to make significant judgments regarding future periods that are subject to some factors outside of our control. Changes in these estimates can result in significant revisions to the carrying value of these assets and may result in material charges to the results of operations. Revenue Recognition We recognize revenue when persuasive evidence of an arrangement exists, performance of our obligation is complete, our price to the buyer is fixed or determinable, and we are reasonably assured of collecting. This is typically at the time of shipment. If a loss is anticipated on any contract, a provision for the entire loss is made immediately. Revenue recognition involves judgments and assessments of expected returns, and the likelihood of nonpayment due to insolvent customers. We analyze various factors, including a review of specific customer contracts and shipment terms, historical experience, creditworthiness of customers and current market and economic conditions in determining when to recognize revenue. Changes in judgments on these factors could impact the timing and amount of revenue recognized with a resulting impact on the timing and amount of associated income. Commissions are recognized when earned and payments are received from the manufacturers represented. Royalty revenue is recognized based on licensee production statements received from the authorized manufacturers. Billed shipping and handling fees are recorded as sales revenue with the associated costs recorded as costs of products and services sold. Contingent Income Tax Liabilities We are subject to routine income tax audits that occur periodically in the normal course of business. Our contingent income tax liabilities are estimated based on the methodology prescribed in the guidance for accounting for uncertain tax positions, which we adopted as of the beginning of fiscal 2008. The guidance prescribes a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. Our liabilities related to uncertain tax positions require an assessment of the probability of the income-tax-related exposures and settlements and are influenced by our historical audit experiences with various state and federal taxing authorities as well as by current income tax trends. If circumstances change, we may be required to record adjustments that could be material to our reported financial condition and results of operations. See Note 7 to the Consolidated Financial Statements included in this Report for more information on our accounting for uncertain tax positions. Deferred Income Taxes We evaluate the need for a valuation allowance to reduce our deferred tax assets to the amount that is more likely than not to be realized. We have considered future taxable income and ongoing prudent and feasible tax planning strategies in assessing the need for a valuation allowance. Should we determine that we would not be able to realize all or part of our net deferred tax asset in the future, an adjustment to the deferred tax asset would be charged to income in the period such determination was made. Stock Based Compensation We measure compensation cost for share-based compensation at fair value, including estimated forfeitures, and recognize the expense over the period that the recipient is required to provide service in exchange for the 25 award, which generally is the vesting period. We use the Black-Scholes option pricing model to measure the fair value of stock options. This model requires significant estimates related to the award’s expected life and future stock price volatility of the underlying equity security. In determining the amount of expense to be recorded, we are also required to estimate forfeiture rates for awards, based on the probability that employees will complete the required service period. We estimate the forfeiture rate based on historical experience. If actual forfeitures differ significantly from our estimates, additional adjustments to compensation expense may be required in future periods. Pension Benefits We sponsor a non-contributory defined benefit pension plan covering substantially all employees of certain divisions of the Company. In calculating our retirement plan obligations and related expense, we make various assumptions and estimates. These assumptions include discount rates, benefits earned, expected return on plan assets, mortality rates, and other factors. While we believe that the assumptions used are appropriate, differences in actual experience or changes in assumptions may affect our pension obligations and future expense. Effective December 1, 2008, the defined benefit pension plan was amended to include a soft freeze whereby any employee hired after the effective date of December 1, 2008 will not be admitted to the plan. The only exception relates to employees of the International Association of Machinists and Aerospace Workers Union. All participants who were previously admitted to the plan prior to the December 1, 2008 soft freeze will continue to accrue benefits as detailed in the plan agreements. We account for our pension plan following the requirements of ASC Topic 715, ‘‘Compensation—Retirement Benefits’’ (‘‘ASC 715’’). ASC 715 requires an employer to: (a) recognize in its statement of financial position the funded status of a benefit plan; (b) measure defined benefit plan assets and obligations as of the end of the employer’s fiscal year (with limited exceptions); and (c) recognize as a component of other comprehensive income, net of tax, the gains or losses and prior service costs or credits that arise but are not recognized as components of net periodic benefit costs pursuant to prior existing guidance. Impact of Inflation Inflation has not had a significant long-term impact on our earnings. In the event of significant inflation, our efforts to recover cost increases would be hampered as a result of the competitive nature of the industries in which we operate. Forward-Looking Information From time to time, we may publish, verbally or in written form, forward-looking statements relating to such matters as anticipated financial performance, business prospects, technological developments, new products, acquisition or consolidation strategies, anticipated sources of capital, research and development activities and similar matters. In fact, this Form 10-K (or any other periodic reporting documents required by the Securities Exchange Act of 1934, as amended) may contain forward-looking statements reflecting our current views concerning potential or anticipated future events or developments, including our strategic goals for future fiscal periods. The Private Securities Litigation Reform Act of 1995 provides a ‘‘safe harbor’’ for forward-looking statements. We caution investors that any forward-looking statements made by us are not guarantees of future performance and that a variety of factors could cause our actual results and experience to differ materially from the anticipated results or other expectations expressed in our forward-looking statements. The risks and uncertainties which may affect the operations, performance, development and results of our business include, but are not limited to, the following: uncertainties relating to economic conditions; uncertainties relating to customer plans and commitments; the pricing and availability of equipment, materials and inventories; the impact of acquisitions on our business and results of operations; technological developments; performance issues with suppliers and subcontractors; our ability to renew existing credit facilities or to obtain new or additional financing as needed; economic growth; delays in testing of new products; rapid technology changes and the highly competitive environment in which we operate. These risks and uncertainties also include those risks outlined under Item 1A (Risk Factors) of this Annual Report on Form 10-K. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made. 26 ITEM 7A—QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK We limit the amount of credit exposure to any one issuer. At August 31, 2011, other than our restricted investments (which are restricted for use in a non-qualified retirement savings plan for certain key employees and members of the Board of Directors), all of our funds were either in demand deposit accounts or investment instruments that meet high credit quality standards such as money market funds, government securities, or commercial paper. Our domestic operations have limited currency exposure since substantially all transactions are denominated in U.S. dollars. However, our European operations are subject to currency exchange fluctuations. We continue to review our policies and procedures to reduce this exposure while maintaining the benefit from these operations and sales to other European customers. As of August 31, 2011, we had cash balances in the United Kingdom for our UK operations denominated primarily in pounds sterling and equal to $4,924,000 and cash balances in France for our HumiSeal Europe SARL division denominated primarily in euros and equal to $566,000. We will continue to review our current cash balances denominated in foreign currency in light of current tax guidelines and potential acquisitions. We recognized a foreign currency translation gain for the year ended August 31, 2011 in the amount of $1,418,000 related to our European operations which is recorded in other comprehensive income (loss) within our Statement of Stockholders’ Equity. We do not have or utilize any derivative financial instruments. 27 ITEM 8—FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The following Consolidated Financial Statements of Chase Corporation are filed as part of this Annual Report on Form 10-K: Index to Consolidated Financial Statements: Report of Independent Registered Public Accounting Firm—PricewaterhouseCoopers LLP . . . . . . . . . Consolidated Balance Sheets as of August 31, 2011 and 2010 . . . . . . . . . . . . . . . . . . . . . . . . . Page No. 29 30 Consolidated Statements of Operations for each of the three fiscal years in the period ended August 31, 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 Consolidated Statements of Stockholders’ Equity for each of the three fiscal years in the period ended August 31, 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32 Consolidated Statements of Cash Flows for each of the three fiscal years in the period ended August 31, 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33 34 28 To the Board of Directors and Shareholders of Chase Corporation: Report of Independent Registered Public Accounting Firm In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, stockholders’ equity and cash flows present fairly, in all material respects, the financial position of Chase Corporation and its subsidiaries at August 31, 2011 and 2010, and the results of their operations and their cash flows for each of the three years in the period ended August 31, 2011 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of August 31, 2011 based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Item 9A, ‘‘Management’s Report on Internal Control over Financial Reporting.’’ Our responsibility is to express opinions on these financial statements and on the Company’s internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Boston, MA November 14, 2011 29 CHASE CORPORATION CONSOLIDATED BALANCE SHEETS In thousands, except share and per share amounts August 31, 2011 2010 ASSETS Current Assets: Cash & cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accounts receivable, less allowance for doubtful accounts of $473 and $347 . . . . . . . Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Prepaid expenses and other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 14,982 19,103 20,841 1,502 559 $ 17,340 18,655 14,678 2,465 258 Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56,987 53,396 Property, plant and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29,598 27,414 Other Assets Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Intangible assets, less accumulated amortization of $10,374 and $7,777 . . . . . . . . . Cash surrender value of life insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Restricted investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,060 16,185 6,915 740 332 92 17,437 17,942 6,203 611 120 78 $128,909 $123,201 LIABILITIES AND STOCKHOLDERS’ EQUITY Current Liabilities Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accrued payroll and other compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accrued income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Current portion of long-term debt $ 7,276 2,624 4,237 1,387 4,400 $ 6,627 3,546 3,514 2,849 4,400 Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19,924 20,936 Long-term debt, less current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accumulated pension obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other liabilities (Note 8) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,267 1,597 6,713 528 12,667 1,520 6,022 525 Commitments and Contingencies (Notes 6, 8 and 19) Stockholders’ Equity First Serial Preferred Stock, $1.00 par value: Authorized 100,000 shares; none issued . . Common stock, $.10 par value: Authorized 20,000,000 shares; 8,952,910 shares at August 31, 2011 and 8,780,988 shares at August 31, 2010 issued and outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accumulated other comprehensive loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 895 10,678 (3,666) 83,973 878 9,210 (4,730) 76,173 Total stockholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91,880 81,531 Total liabilities and stockholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $128,909 $123,201 See accompanying notes to the consolidated financial statements. 30 CHASE CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS In thousands, except share and per share amounts Years Ended August 31, 2011 2010 2009 Revenues Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Royalties and commissions . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 120,918 2,122 $ 117,079 1,664 $ Costs and Expenses Cost of products and services sold . . . . . . . . . . . . . . . . . . . . . . . Selling, general and administrative expenses . . . . . . . . . . . . . . . . Loss on impairment of fixed assets . . . . . . . . . . . . . . . . . . . . . . Loss on impairment of goodwill . . . . . . . . . . . . . . . . . . . . . . . . . Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income from continuing operations before income taxes . . . . . . . . . . Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income from continuing operations, net of taxes . . . . . . . . . . . . . . . Income from discontinued operations, net of taxes of $900 and $648, respectively . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gain on sale of discontinued operations, net of taxes of $283 . . . . . . 123,040 118,743 80,317 26,780 — — 15,943 (196) 426 16,173 5,242 10,931 — — 74,828 27,151 — — 16,764 (360) 52 16,456 5,730 10,726 1,361 429 Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 10,931 $ 12,516 $ 90,159 1,077 91,236 62,261 20,814 262 237 7,662 (17) 458 8,103 2,788 5,315 1,070 — 6,385 Net income available to common shareholders, per common and common equivalent share Basic Continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net income per common and common equivalent share . . . . . . . Diluted Continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net income per common and common equivalent share . . . . . . . $ $ $ $ 1.22 — 1.22 1.22 — 1.22 $ $ $ $ 1.22 0.20 1.42 1.21 0.20 1.41 $ $ $ $ 0.62 0.13 0.75 0.60 0.12 0.72 Weighted average shares outstanding Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,721,452 8,763,808 8,554,164 8,624,270 8,348,338 8,631,527 See accompanying notes to the consolidated financial statements. 31 CHASE CORPORATION CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY In thousands, except share and per share amounts 3 2 Balance at August 31, 2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Adoption of accounting for split dollar life insurance arrangements (Note 16) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Reclass of previously accrued stock based compensation related to restricted stock and stock options from accrued liabilities to equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Restricted stock grants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Amortization of restricted stock grants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Amortization of stock option grants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Exercise of stock options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Excess tax benefit (expense) from stock based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Common stock issuance pursuant to fully vested restricted stock units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Common stock retained to pay statutory minimum withholding taxes on common stock . . . . . . . . . . . . . . . . . . . . . . . . . Cash dividend paid, $0.35 per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Change in funded status of pension plan, net of tax of $920 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign currency translation adjustment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net unrealized loss on restricted investments, net of tax of $14 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Balance at August 31, 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Restricted stock grants, net of forfeitures Amortization of restricted stock grants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Amortization of stock option grants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Exercise of stock options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Excess tax benefit (expense) from stock based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Common stock issuance pursuant to fully vested restricted stock units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Common stock retained to pay statutory minimum withholding taxes on common stock . . . . . . . . . . . . . . . . . . . . . . . . . Cash dividend paid, $0.20 per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Change in funded status of pension plan, net of tax of $80 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign currency translation adjustment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net unrealized gain on restricted investments, net of tax of $6 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Comprehensive Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Balance at August 31, 2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Restricted stock grants, net of forfeitures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Amortization of restricted stock grants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Amortization of stock option grants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Common stock issuance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Exercise of stock options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Common stock received for payment of stock option exercises . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Excess tax benefit (expense) from stock based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Common stock retained to pay statutory minimum withholding taxes on common stock . . . . . . . . . . . . . . . . . . . . . . . . . Cash dividend paid, $0.35 per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Change in funded status of pension plan, net of tax of $232 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign currency translation adjustment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net unrealized gain on restricted investments, net of tax of $21 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Comprehensive Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Common Stock Shares Amount Additional Paid-In Capital Accumulated Other Comprehensive Income (loss) Retained Earnings Total Stockholders’ Equity Comprehensive Income 8,396,162 $839 $ 4,277 $(1,132) $62,202 (185) $66,186 (185) 145,210 3,000 15 — 273,327 (103,268) 27 (10) 443 (15) 1,133 249 16 265 2,262 (1,141) 8,714,431 61,224 $871 6 45,000 14,200 (53,867) 5 1 (5) $ 7,489 (6) 1,646 529 240 (196) 196 (688) 8,780,988 132,985 $878 13 823 73,500 (23,053) (12,333) 7 (2) (1) $ 9,210 (13) 1,138 530 14 379 (384) (37) (159) 443 — 1,133 249 16 265 2,289 (1,151) (2,986) (1,506) (948) 23 6,385 — $70,213 — 1,646 529 245 (196) 197 (693) (1,759) (127) (1,049) 9 12,516 $81,531 — 1,138 530 14 386 (386) (37) (160) (3,131) (389) 1,418 35 10,931 (1,506) (948) 23 (2,986) 6,385 $(3,563) $65,416 (127) (1,049) 9 (1,759) 12,516 $(4,730) $76,173 (389) 1,418 35 (3,131) 10,931 $ (1,506) (948) 23 6,385 $ 3,954 (127) (1,049) 9 12,516 $11,349 (389) 1,418 35 10,931 $11,995 Balance at August 31, 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,952,910 $895 $10,678 $(3,666) $83,973 $91,880 See accompanying notes to the consolidated financial statements. CHASE CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOW Dollars in thousands Years Ended August 31, 2011 2010 2009 CASH FLOWS FROM OPERATING ACTIVITIES Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Adjustments to reconcile net income to net cash provided by operating $10,931 $ 12,516 $ 6,385 activities Loss (gain) on sale of assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Loss on impairment of fixed assets . . . . . . . . . . . . . . . . . . . . . . . . . . . Loss on impairment of goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gain on sale of discontinued operations . . . . . . . . . . . . . . . . . . . . . . . Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Provision for losses on accounts receivable . . . . . . . . . . . . . . . . . . . . . Stock based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Realized loss (gain) on restricted investments . . . . . . . . . . . . . . . . . . . . Increase (decrease) in cash surrender value life insurance . . . . . . . . . . . Excess tax expense (benefit) from stock based compensation . . . . . . . . . Deferred taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Increase (decrease) from changes in assets and liabilities Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Prepaid expenses & other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accrued income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6) — — — 2,759 2,309 127 1,682 (18) 37 37 (527) (301) (6,059) (497) 522 (215) (1,555) 77 (10) — — (712) 3,084 3,039 178 2,220 (7) 24 196 (655) (5,455) (4,563) (1,862) 1,765 1,825 (228) (9) 1 262 237 — 2,739 921 (41) 2,210 211 (30) (265) (853) 4,201 2,334 143 (1,534) (561) 809 (292) Net cash provided by operating activities . . . . . . . . . . . . . . . . . . . . 9,303 11,346 16,877 CASH FLOWS FROM INVESTING ACTIVITIES Purchases of property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . Contingent purchase price for acquisition . . . . . . . . . . . . . . . . . . . . . . . . Payments for acquisitions, net of cash acquired . . . . . . . . . . . . . . . . . . . . Net proceeds from sale of fixed assets . . . . . . . . . . . . . . . . . . . . . . . . . . Proceeds from sale of NEQP business . . . . . . . . . . . . . . . . . . . . . . . . . . Net proceeds from sale of discontinued operations . . . . . . . . . . . . . . . . . . Net withdrawals (contributions) from restricted investments . . . . . . . . . . . . Payments for cash surrender value life insurance . . . . . . . . . . . . . . . . . . . (4,496) (272) (3,572) (295) — (25,592) — 11 — — 12,689 1,478 (16) (54) (543) (839) Net cash used in investing activities . . . . . . . . . . . . . . . . . . . . . . . (4,172) (17,329) CASH FLOWS FROM FINANCING ACTIVITIES Borrowings on long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Payments of principal on debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Dividend paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proceeds from exercise of common stock options . . . . . . . . . . . . . . . . . . . Payments of statutory minimum taxes on stock options and restricted stock . Excess tax (expense) benefit from stock based compensation . . . . . . . . . . . Net cash (used in) provided by financing activities . . . . . . . . . . . . . . INCREASE (DECREASE) IN CASH . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Effect of foreign exchange rates on cash . . . . . . . . . . . . . . . . . . . . . . . . . . CASH, BEGINNING OF PERIOD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,538 (7,938) (3,131) 386 (547) (37) (7,729) (2,598) 240 17,340 31,894 (17,827) (1,759) 245 (693) (196) 11,664 5,681 16 11,643 (5,641) (327) (335) 1,378 185 — 79 (543) (5,204) 13,284 (13,284) (2,986) 16 (1,151) 265 (3,856) 7,817 (91) 3,917 CASH, END OF PERIOD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $14,982 $ 17,340 $ 11,643 See note 13 for supplemental cash flow information including non-cash financing and investing activities See accompanying notes to the consolidated financial statements. 33 CHASE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In thousands, except share and per share amounts Note 1—Summary of Significant Accounting Policies The principal accounting policies of Chase Corporation (the ‘‘Company’’) and its subsidiaries are as follows: Products and Markets The Company’s principal products are specialty tapes, laminates, sealants and coatings that are sold by Company salespeople, manufacturers’ representatives and distributors. In the Company’s Industrial Materials segment, these products consist of: (i) insulating and conducting materials for the manufacture of electrical and telephone wire and cable, electrical splicing, and terminating and repair tapes, which are marketed to wire and cable manufacturers; (ii) moisture protective coatings, which are sold to the electronics industry including circuitry used in automobiles and home appliances; (iii) laminated durable papers, including laminated paper with an inner security barrier used in personal and mail-stream privacy protection, which are sold primarily to the envelope converting and commercial printing industries; and (iv) flexible composites and laminates for the wire & cable, aerospace, packaging and industrial laminate markets. In the Company’s Construction Materials segment, these products consist of: (i) protective pipe coating tapes and other protectants for valves, regulators, casings, joints, metals, concrete and wood, which are sold to oil companies, gas utilities and pipeline companies; (ii) protectants for highway bridge deck metal supported surfaces, which are sold to municipal transportation authorities; (iii) fluid applied coating and lining systems for use in the water and wastewater industry; and (iv) expansion and control joint systems designed for roads, bridges, stadiums and airport runways. Basis of Presentation The financial statements include the accounts of the Company and its wholly-owned subsidiaries. Investments in unconsolidated companies which are at least 20% owned are carried under the equity method since acquisition or investment. All intercompany transactions and balances have been eliminated in consolidation. The Company uses the U.S. dollar as the functional currency for financial reporting. On June 30, 2010, the Company divested its contract manufacturing services business in an all cash transaction, structured as a sale of substantially all of the assets of the Chase Electronic Manufacturing Services (‘‘EMS’’) business. The Company has reflected the results of this business as discontinued operations in the consolidated statements of operations for the prior periods presented. This business was historically reported by the Company as a separate reporting segment called Electronic Manufacturing Services. In the first quarter of fiscal 2011, pursuant to the asset purchase agreement, the Company received additional proceeds of $1,478 based on the final net working capital of the Chase EMS business. See Note 15 for additional information on the sale of this business. Certain amounts reported in prior fiscal years have been reclassified to conform with the presentation adopted in the current fiscal year. The Company has evaluated events and transactions subsequent to the balance sheet date. Based on this evaluation, and other than the amendment to the existing term note with Bank of America described in Note 6, and the cash dividend announced on October 13, 2011 of $0.35 per share to shareholders of record on October 31, 2011 payable on December 5, 2011, the Company is not aware of any other events or transactions that occurred 34 CHASE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) In thousands, except share and per share amounts subsequent to the balance sheet date but prior to filing that would require recognition or disclosure in its consolidated financial statements. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents Cash and cash equivalents consist primarily of demand deposits accounts or investment instruments that meet high credit quality standards such as money market funds, government securities, or commercial paper. The Company considers all highly liquid debt instruments purchased with a maturity of three months or less from date of purchase to be cash equivalents. As of August 31, 2011, the Company had cash balances in the United Kingdom for its UK operations denominated primarily in pounds sterling and equal to $4,924 and cash balances in France for its HumiSeal Europe SARL division denominated primarily in euros and equal to $566. Accounts Receivable The Company evaluates the collectability of accounts receivable balances based on a combination of factors. In cases where the Company is aware of circumstances that may impair a specific customer’s ability to meet its financial obligations to it, a specific allowance against amounts due to the Company is recorded, and thereby reduces the net recognized receivable to the amount the Company reasonably believes will be collected. For all other customers, the Company recognizes allowances for doubtful accounts based on the length of time the receivables are past due, industry and geographic concentrations, the current business environment and its historical experience. Receivables are written off against these reserves in the period they are determined to be uncollectible. Inventories The Company values inventory at the lower of cost or market using the first-in, first-out (FIFO) method. Management assesses the recoverability of inventory based on types and levels of inventory held, forecasted demand and changes in technology. These assessments require management judgments and estimates, and valuation adjustments for excess and obsolete inventory may be recorded based on these assessments. The Company estimates excess and obsolescence exposures based upon assumptions about future demand, product transitions, and market conditions and records reserves to reduce inventories to their estimated net realizable value. The failure to accurately forecast demand may lead to additional excess and obsolete inventory and future charges. Goodwill The Company accounts for goodwill in accordance with ASC Topic 350, ‘‘Intangibles—Goodwill and Other.’’ The Company identified several reporting units within each of its two operating segments. These are used to evaluate the possible impairment of goodwill annually each fourth quarter and whenever events or circumstances indicate the carrying value of goodwill may not be recoverable. The Company evaluates whether an impairment has occurred by using a discounted cash flow approach to compare the fair value of the reporting unit to its carrying value, including goodwill. The discounted cash flow model is based on gross expected future cash flows determined using forecasted amounts for each reporting unit as well as a terminal sales value. If the fair value is less than the carrying value, the Company measures the amount of such impairment by comparing the implied fair value of the goodwill to its carrying value. The key assumptions incorporated in the discounted cash flow approach include projected operating income, changes in working capital, projected capital expenditures, estimated terminal sales value and a discount rate equal to the assumed long-term cost of capital. Cash flows may be adjusted to exclude certain non-recurring or 35 CHASE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) In thousands, except share and per share amounts unusual items. The cash flow estimates used to determine impairment, if any, contain management’s best estimates, using appropriate and customary assumptions and projections at the time. Intangible Assets Intangible assets consist of patents, agreements, formulas, trade names, customer relationships and trademarks. The Company capitalizes costs related to patent applications and technology agreements. The costs of these assets are amortized using the straight-line method over the lesser of the useful life of the asset or its statutory life. Capitalized costs are periodically reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Property, Plant and Equipment Property, plant and equipment are stated at cost and depreciated using the straight-line method over the assets’ estimated useful lives. Expenditures for maintenance repairs and minor renewals are charged to expense as incurred. Betterments and major renewals are capitalized. Upon retirement or other disposition of assets, related allowances for depreciation and amortization are eliminated from the accounts and any resulting gain or loss is included in the determination of income or loss. The estimated useful lives of property, plant and equipment are as follows: Buildings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Machinery and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 to 40 years 3 to 10 years Leasehold improvements are depreciated over the lesser of the useful life or the term of the lease. Restricted Investments and Deferred Compensation The Company has a non-qualified deferred savings plan which covers its Board of Directors and selected employees. Participants may elect to defer a portion of their compensation for payment in a future tax year. The plan is funded by trusteed assets that are restricted to the payment of deferred compensation or satisfaction of the Company’s general creditors. The Company’s restricted investments and corresponding deferred compensation liability under the plan were $740 and $611 at August 31, 2011 and 2010, respectively. The Company accounts for the restricted investments as available for sale by recording unrealized gains or losses in other comprehensive income as a component of stockholders’ equity. Split-Dollar Life Insurance Arrangements The Company adopted the guidance for accounting for split dollar life insurance arrangements on September 1, 2008. The net liability related to these postretirement benefits was calculated as the difference between the present value of future premiums to be paid by the Company reduced by the present value of the expected proceeds to be returned to the Company upon the insured’s death. The Company prepared its calculation by using mortality assumptions which were based on the 2008 Combined Static Mortality Table, and an appropriate discount rate. The Company’s net liability related to these postretirement obligations was $73 and $100 at August 31, 2011 and 2010, respectively. Revenue Recognition The Company recognizes revenue when persuasive evidence of an arrangement exists, performance of its obligation is complete, its price to the buyer is fixed or determinable, and the Company is reasonably assured of collecting. This is typically at the time of shipment. If a loss is anticipated on any contract, a provision for the entire loss is made immediately. Revenue recognition involves judgments and assessments of expected returns, and the likelihood of nonpayment due to insolvent customers. The Company analyzes various factors, including a review of specific customer contracts and shipment terms, historical experience, creditworthiness of customers and current market and economic conditions in determining when to recognize revenue. Changes in judgments on these factors 36 CHASE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) In thousands, except share and per share amounts could impact the timing and amount of revenue recognized with a resulting impact on the timing and amount of associated income. Commissions are recognized when earned and payments are received from the manufacturers represented. Royalty revenue is recognized based on licensee production statements received from the authorized manufacturers. Billed shipping and handling fees are recorded as sales revenue with the associated costs recorded as costs of products and services sold. The Company’s warranty policy provides that the products (or materials) delivered will meet its standard specifications for the products or any other specifications as may be expressly agreed to at time of purchase. All warranty claims must be received within 90 days from the date of delivery, unless some other period has been expressly agreed to within the terms of the sales agreement. The Company’s warranty costs have historically been insignificant. The Company records a current liability for estimated warranty claims with a corresponding debit to cost of products and services sold based upon current and historical experience and upon specific claims issues as they arise. Research and Product Development Costs Research and product development costs are expensed as incurred and include primarily engineering salaries, overhead and materials used in connection with research and development projects. Research and development expense amounted to $2,452, $1,748 and $1,632 for the years ended August 31, 2011, 2010 and 2009, respectively. Pension Plan The Company accounts for its pension plan following the requirements of ASC Topic 715, ‘‘Compensation— Retirement Benefits’’ (‘‘ASC 715’’). ASC 715 requires an employer to: (a) recognize in its statement of financial position the funded status of a benefit plan; (b) measure defined benefit plan assets and obligations as of the end of the employer’s fiscal year (with limited exceptions); and (c) recognize as a component of other comprehensive income, net of tax, the gains or losses and prior service costs or credits that arise but are not recognized as components of net periodic benefit costs pursuant to prior existing guidance. Stock Based Compensation In accordance with the accounting for stock based compensation guidance, the Company measures and recognizes compensation expense for all share-based payment awards made to employees and directors based on estimated fair values. This includes restricted stock, restricted stock units and stock options. The guidance allows for the continued use of the simplified method, as the Company has concluded that its historical share option exercise experience does not provide a reasonable basis for estimating expected term. The Company uses the short cut method to calculate the historical windfall tax pool. Stock-based compensation expense recognized in fiscal years 2011, 2010 and 2009 was $1,682, $2,220 and $2,210 respectively. The fair value of options granted was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions for the years ending August 31, 2011 and 2009. There were no options granted during the fiscal year ended August 31, 2010. Expected Dividend yield . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Expected life . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Expected volatility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Risk-free interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.0% 6.0 years 30.0% 2.5% 2.0% 6.5 years 34.0% 3.4% 2011 2009 37 CHASE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) In thousands, except share and per share amounts Expected volatility is determined by looking at a combination of historical volatility over the past seven years as well as implied volatility going forward. Translation of Foreign Currency The financial position and results of operations of the Company’s HumiSeal Europe Ltd and Chase Protective Coatings Ltd divisions are measured using the UK pound sterling as the functional currency and the financial position and results of operations of the Company’s HumiSeal Europe SARL division in France are measured using euros as the functional currency. Revenues and expenses of these divisions have been translated at average exchange rates. Assets and liabilities have been translated at the year-end exchange rates. Translation gains and losses are being recorded as a separate component of shareholders’ equity. Transaction gains and losses generated from the remeasurement of assets and liabilities denominated in currencies other than the functional currency of our foreign operations are included in other (expense) / income on the consolidated statements of operations. Income Taxes The Company accounts for income taxes under the asset and liability method. Under this method, a deferred tax asset or liability is determined based upon the differences between the financial statement and tax bases of assets and liabilities as measured by the enacted tax rates that will be in effect when these differences reverse. Tax credits are recorded as a reduction in income taxes. Valuation allowances are provided if, based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company estimates contingent income tax liabilities based on the guidance for accounting for uncertain tax positions as prescribed in ASC Topic 740, ‘‘Income Taxes.’’ See Note 7 for more information on the Company’s income taxes. Net Income Per Share In June 2008, the FASB issued authoritative guidance within ASC Topic 260, ‘‘Earnings Per Share’’ (‘‘ASC 260’’), to clarify that unvested share-based payment awards with a right to receive nonforfeitable dividends are participating securities. The standard provides guidance on how to allocate earnings to participating securities and compute earnings per share using the two-class method. Upon adoption, a company is required to retrospectively adjust its earnings per share data (including any amounts related to interim periods, summaries of earnings and selected financial data) to conform with the new provisions. The Company adopted the provisions of this standard on September 1, 2009, and the presentation of earnings per share for previously reported periods has been adjusted to reflect the retrospective adoption of this standard. See Note 18 for more information on the additional disclosures required for the Company’s adoption of ASC 260. Comprehensive Income Comprehensive income is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources, including foreign currency translation adjustments, unrealized gains and losses on marketable securities and adjustments related to the change in the funded status of the pension plan. Segments The Segment Reporting topic of the FASB codification establishes standards for reporting information about operating segments. In the fourth quarter of its 2011 fiscal year, the Company reorganized into two operating segments, an Industrial Materials segment and a Construction Materials segment. The basis for this segmentation is distinguished by the nature of the products and how they are delivered to their respective markets. The Industrial Materials segment reflects specified products that are used in or integrated into another company’s product with demand dependent upon general economic conditions. Industrial Materials products include insulating and conducting materials for wire and cable manufacturers, moisture protective coatings for electronics and printing 38 CHASE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) In thousands, except share and per share amounts services, laminated durable papers, and flexible composites and laminates for the aerospace, packaging and industrial laminate markets. The Construction Materials segment reflects its construction project oriented product offerings which are primarily sold and used as ‘‘Chase’’ branded products in final form. Construction Materials products include protective coatings for pipeline applications, coating and lining systems for use in liquid storage and containment applications, high performance polymeric asphalt additives, and expansion and control joint systems for use in the transportation and architectural markets. Recently Issued Accounting Standards In January 2010, the Financial Accounting Standards Board (‘‘FASB’’) issued Accounting Standards Update (‘‘ASU’’) No. 2010-06, ‘‘Fair Value Measurements and Disclosures (Accounting Standards Codification ‘‘ASC’’ Topic 820)—Improving Disclosures about Fair Value Measurements’’ (‘‘ASU 2010-06’’). The updated standard requires new disclosures around transfers into and out of Levels 1 and 2 in the fair value hierarchy and separate disclosures about purchases, sales, issuances, and settlements related to Level 3 measurements. ASU 2010-06 is effective for interim and annual reporting periods beginning after December 15, 2009 with early adoption permitted, except for the Level 3 reconciliation disclosures which are effective for fiscal years beginning after December 15, 2010. The portion of the update which was effective for fiscal years beginning after December 15, 2009 was adopted by the Company effective March 1, 2010 and the adoption did not have any effect on its consolidated financial position, results of operations or cash flows. The portion of the update which is effective for fiscal years beginning after December 15, 2010 will not have an impact on the Company’s consolidated financial position, results of operations or cash flows. In December 2010, the FASB issued ASU No. 2010-29, ‘‘Business Combinations (ASC Topic 805)—Disclosure of Supplementary Pro Forma Information for Business Combinations’’ (‘‘ASU 2010-29’’). This standard update clarifies that, when presenting comparative financial statements, SEC registrants should disclose revenue and earnings of the combined entity as though the current period business combinations had occurred as of the beginning of the comparable prior annual reporting period only. The update also expands the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. ASU 2010-29 is effective prospectively for material (either on an individual or aggregate basis) business combinations entered into in fiscal years beginning on or after December 15, 2010, with early adoption permitted. The adoption of ASU 2010-29 will not have an effect on the Company’s consolidated financial position, results of operations or cash flows; however, the Company may have additional disclosure requirements if a material acquisition occurs. In June 2011, the FASB issued ASU No. 2011-05, ‘‘Comprehensive Income (ASC Topic 220): Presentation of Comprehensive Income,’’ (‘‘ASU 2011-05’’) which amends current comprehensive income guidance. This accounting update eliminates the option to present the components of other comprehensive income as part of the statement of shareholders’ equity. Instead, the Company must report comprehensive income in either a single continuous statement of comprehensive income which contains two sections, net income and other comprehensive income, or in two separate but consecutive statements. ASU 2011-05 will be effective for public companies during the interim and annual periods beginning after December 15, 2011 with early adoption permitted. The adoption of ASU 2011-05 will not have an impact on the Company’s consolidated financial position, results of operations or cash flows as it only requires a change in the format of the current presentation. In September 2011, the FASB issued ASU No. 2011-08, ‘‘Intangibles—Goodwill and Other (ASC Topic 350)— Testing Goodwill for Impairment,’’ (‘‘ASU 2011-08’’) which gives companies the option to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount before performing the two-step test mandated prior to this update. ASU 2011-08 also provides companies with a revised list of examples of events and circumstances to consider, in their totality, to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If a company concludes that this is the case, it must perform the two-step test. Otherwise, a company may skip the two-step test. Companies are not required to perform the qualitative assessment and may instead proceed directly 39 CHASE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) In thousands, except share and per share amounts Note 4—Goodwill and Intangible Assets The changes in the carrying value of goodwill, by reportable segment, are as follows: Construction Materials Industrial Materials Electronic Manufacturing Services Consolidated Balance at August 31, 2009 . . . . . . . . . . . . . . . . . . . . . . Acquisition of C.I.M. Industries Inc. . . . . . . . . . . . . . . . . Acquisition of ServiWrap product lines . . . . . . . . . . . . . . Acquisition of Paper Tyger—additional earnout . . . . . . . . . Acquisition of Metronelec assets—additional earnout . . . . . Acquisition of Capital Services—additional earnout . . . . . . Sale of Electronic Manufacturing Services business . . . . . . FX translation adjustment . . . . . . . . . . . . . . . . . . . . . . . Balance at August 31, 2010 . . . . . . . . . . . . . . . . . . . . . . Acquisition of Paper Tyger—additional earnout . . . . . . . . . Acquisition of Metronelec assets—additional earnout . . . . . FX translation adjustment . . . . . . . . . . . . . . . . . . . . . . . $ 1,693 8,573 258 — — 135 — (11) $10,648 — — 13 $6,914 — — 44 116 — — (285) $6,789 57 215 338 Balance at August 31, 2011 . . . . . . . . . . . . . . . . . . . . . . $10,661 $7,399 $ $ 5,999 — — — — — (5,999) — $ — — — — — $14,606 8,573 258 44 116 135 (5,999) (296) $17,437 57 215 351 $18,060 In June 2010, the goodwill related to Electronic Manufacturing Services was eliminated from the Company’s consolidated balance sheet as part of the accounting for the sale of that business. As part of the Company’s transition to two operating segments (see Note 11), the Company’s goodwill was allocated to each segment based on the nature of the products manufactured by the respective business combinations that originally created the goodwill. The Company identified several reporting units within each of its two operating segments that are used to evaluate the possible impairment of goodwill. The Company performs impairment reviews annually each fourth quarter and whenever events or circumstances indicate the carrying value of goodwill may not be recoverable. For fiscal 2011, the Company’s review indicated no impairment of goodwill. As of August 31, 2011, the Company had a total goodwill balance of $18,060 related to its acquisitions, of which $1,800 remains deductible for income taxes. Intangible assets subject to amortization consist of the following as of August 31, 2011 and 2010: Weighted-Average Amortization Period Gross Carrying Value Accumulated Amortization Net Carrying Value August 31, 2011 Patents and agreements . . . . . . . . . . . . . . . . . . Formulas . . . . . . . . . . . . . . . . . . . . . . . . . . . . Trade names . . . . . . . . . . . . . . . . . . . . . . . . . Customer lists and relationships . . . . . . . . . . . . . 12.7 years 9.7 years 4.7 years 10.4 years August 31, 2010 Patents and agreements . . . . . . . . . . . . . . . . . . Formulas . . . . . . . . . . . . . . . . . . . . . . . . . . . . Trade names . . . . . . . . . . . . . . . . . . . . . . . . . Customer lists and relationships . . . . . . . . . . . . . 12.7 years 9.8 years 4.7 years 10.4 years $ 2,243 3,589 1,413 19,314 $26,559 $ 2,237 3,530 1,348 18,604 $25,719 $ 2,175 1,318 693 6,188 $ 68 2,271 720 13,126 $10,374 $16,185 $ 2,118 914 445 4,300 $ 119 2,616 903 14,304 $ 7,777 $17,942 41 CHASE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) In thousands, except share and per share amounts Aggregate amortization expense related to intangible assets for the years ended August 31, 2011, 2010 and 2009 was $2,309, $3,039 and $921, respectively. As of August 31, 2011 estimated amortization expense for each of the five succeeding fiscal years is as follows: Years ending August 31, 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,373 2,256 2,199 2,001 1,939 $10,768 Note 5—Cash Surrender Value of Life Insurance Life insurance is provided under split dollar life insurance agreements whereby the Company will recover the premiums paid from the proceeds of the policies. The Company recognizes an offset to expense for the growth in the cash surrender value of the policies. The Company recognized cash surrender value of life insurance policies, net of loans of $5 at August 31, 2011 and 2010, secured by the policies, with the following carriers as of August 31, 2011 and 2010: John Hancock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Manufacturers’ Life Insurance Company . . . . . . . . . . . . . . . . . . . . . . . . . Metropolitan Life Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other life insurance carriers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2011 2010 $4,182 890 1,763 80 $3,465 926 1,732 80 $6,915 $6,203 Subject to periodic review, the Company intends to maintain these policies through the lives or retirement of the insureds. 42 CHASE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) In thousands, except share and per share amounts Note 6—Long-Term Debt and Notes Payable Long-term debt consists of the following at August 31, 2011 and 2010: Term note payable to bank in 36 monthly payments of $167 through August 31, 2012 with interest payable monthly at LIBOR rate plus 175 basis points (effective interest rate of 1.94% at August 31, 2011). In November 2011, the Company executed an amendment to this Term note, extending the maturity date from August 31, 2012 to August 31, 2014. Monthly payments of $167 will continue through August 2014, at which time Chase will repay the remaining principal balance plus any interest then due. All other terms of the Term note remain the same . . Promissory notes payable to five CIM shareholders in 3 consecutive annual installments of $1,000 each, with the initial payment due on September 4, 2010. Interest on the unpaid principal balance of the promissory notes accrues at a rate per annum equal to the applicable Federal rate, and will be paid annually with each principal payment (effective interest rate of 0.84% at August 31, 2011) . . . . . . . . . . . . Term note payable to bank in 36 monthly payments of $117 through December 15, 2012 with interest payable monthly at LIBOR rate plus 190 basis points (effective interest rate of 2.11% at August 31, 2011). On December 15, 2012, Chase will repay the remaining principal balance plus any interest then due . . . . . . . . . . . . . . . . . . . . . . . . . Less portion payable within one year classified as current . . . . . . . . . . . 2011 2010 $ 6,000 $ 8,000 2,000 3,000 4,667 6,067 12,667 (4,400) 17,067 (4,400) Long-term debt, less current portion . . . . . . . . . . . . . . . . . . . . . . . . . . $ 8,267 $12,667 The Company has a long-term unsecured revolving credit facility 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 30-Day London Interbank Offered Rate (LIBOR) plus 150 basis points. As of August 31, 2011 and 2010, the entire amount of $10 million was available for use. Any future outstanding balance on this long-term unsecured credit facility will be included in scheduled principal payments at its maturity. On June 8, 2010, the Company executed an amendment to this credit facility, extending the maturity to March 31, 2013. As part of this amendment, the interest rate was increased by 25 basis points, from its original rate of LIBOR plus 125 basis points. All other terms of the credit facility remain the same. Under the terms of the Company’s credit facility agreement, the Company must comply with certain debt covenants related to (a) the ratio of total liabilities to tangible net worth and (b) the ratio of operating cash flow to debt service on a rolling twelve month basis. The Company was in compliance with its debt covenants as of August 31, 2011 and 2010. 43 CHASE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) In thousands, except share and per share amounts Note 7—Income Taxes The provision (benefit) for income taxes differs from the amount computed by applying the federal statutory income tax rate to income before income taxes. The provision (benefit) for income taxes on continuing operations is as follows: Year Ended August 31, 2011 2010 2009 Current: Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $4,536 210 1,039 $ 6,033 823 953 $1,552 (81) 927 Total current income tax provision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,785 7,809 2,398 Deferred: Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total deferred income tax provision (benefit) . . . . . . . . . . . . . . . . . . . . . . . . . . . (47) 2 (498) (543) (1,692) (238) (149) (2,079) 495 106 (211) 390 Total income tax provision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $5,242 $ 5,730 $2,788 The Company’s combined federal, state and foreign effective tax rates on income from continuing operations for fiscal 2011, 2010 and 2009, net of offsets generated by federal, state and foreign tax benefits, were approximately 32.4%, 34.8% and 34.4%, respectively. The following is a reconciliation of the effective income tax rate on continuing operations with the U.S. federal statutory income tax rate for the years ended August 31, 2011, 2010 and 2009: Year Ended August 31, 2011 2010 2009 Federal statutory rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35.0% 35.0% 35.0% Adjustment resulting from the tax effect of: State and local taxes, net of federal benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . Domestic production deduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign tax rate differential . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Adjustment to tax reserve . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Research credit generated . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.0% 2.2% 1.1% (3.0)% (1.6)% (0.9)% (0.7)% (1.2)% (1.7)% (0.1)% 0.9% (0.7)% (0.1)% (0.7)% 0.8% (0.4)% 0.7% — Effective income tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32.4% 34.8% 34.4% 44 CHASE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) In thousands, except share and per share amounts The following table summarizes the tax effect of temporary differences on the Company’s income tax provision on income from continuing operations: Year Ended August 31, 2011 2010 2009 Current income tax provision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 5,785 $ 7,809 $2,398 Deferred provision (benefit): Allowance for doubtful accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Pension expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accruals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Warranty reserve . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Restricted stock grant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Capital loss carryforwards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Unrepatriated earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign taxes net of unrepatriated earnings . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 (248) 210 (15) (56) (6) 66 (391) — 1,137 (1,086) (112) (51) 27 (20) (66) (4) 103 18 (1,930) (83) — 1,070 (1,045) (149) — Total deferred income tax provision (benefit) . . . . . . . . . . . . . . . . . . . . . . . . . . . (543) (2,079) 35 28 33 78 34 68 (546) 32 651 902 (742) (131) (52) 390 Total income tax provision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 5,242 $ 5,730 $2,788 45 CHASE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) In thousands, except share and per share amounts The following table summarizes the tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities: As of August 31, 2011 2010 Current: Deferred tax assets: Allowance for doubtful accounts . . . . . . . . . . . . . . . . . . . . . . . . . . Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accruals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Warranty reserve . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Current deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred tax liabilities: Prepaid liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Current deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Current deferred tax assets, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 94 435 43 25 597 (38) (38) 559 103 187 1 19 310 (52) (52) 258 Noncurrent: Deferred tax assets: Pension accrual . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Unrealized gain/loss on restricted investments . . . . . . . . . . . . . . . . . Restricted stock grants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non qualified stock options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign tax credits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Noncurrent deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,327 654 16 962 16 5,399 208 9,582 2,304 639 38 636 16 4,313 164 8,110 Deferred tax liabilities: Unrepatriated earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign intangibles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . (5,173) (157) (3,920) (3,883) (587) (3,520) Noncurrent deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . (9,250) (7,990) Noncurrent deferred tax assets, net . . . . . . . . . . . . . . . . . . . . . . . . . Net deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 332 891 $ 120 378 The Company entered into a sales-leaseback transaction with certain appreciated property located in Evanston, IL, triggering a capital gain for tax purposes in fiscal 2009. All of the capital loss carryovers generated in prior years were utilized as a result of this transaction. A summary of the Company’s adjustments to its uncertain tax positions in fiscal years ended August 31, 2011, 2010 and 2009 are as follows: Balance, at beginning of the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Increase for tax positions related to the current year . . . . . . . . . . . . . . . . . . . . . . . . . Increase / (decrease) for tax positions related to prior years . . . . . . . . . . . . . . . . . . . . $887 50 (44) $747 100 40 $752 91 (96) Balance, at end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $893 $887 $747 2011 2010 2009 46 CHASE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) In thousands, except share and per share amounts The unrecognized tax benefits mentioned above include an aggregate of $384 of accrued interest and penalty balances related to uncertain tax positions. The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. Total interest and penalty charges of approximately $24 were recorded to income during the current fiscal year. The Company anticipates that its reserve for uncertain tax positions may be reduced over the next twelve month period, to the extent it settles any potential disputed items with the appropriate taxing authorities. However, an estimated range of the impact on the unrecognized tax benefits cannot be quantified at this time. The Company is subject to U.S. federal income tax as well as to income tax of multiple state and foreign tax jurisdictions. The statute of limitations for all material U.S. federal, state, and local tax filings remains open for fiscal years subsequent to 2007. For foreign jurisdictions, the statute of limitations remains open in the UK for fiscal years subsequent to 2006 and in France for fiscal years subsequent to 2007. Note 8—Operating Leases The following is a schedule for the next five years of future minimum payments required under operating leases that have initial or remaining noncancellable lease terms in excess of one year as of August 31, 2011: Year ending August 31, Future Minimum Lease Payments 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2017 and thereafter Total future minimum lease payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 773 743 857 756 726 5,522 $9,377 Total rental expense for all operating leases amounted to $1,103, $950 and $889 for the years ended August 31, 2011, 2010 and 2009, respectively. In June 2009, the Company entered into a sale leaseback transaction pursuant to the sale of its real property (land and building) located in Evanston, IL. As part of this transaction, the Company agreed to provide financing to the purchaser, whereby the interest due on the financing is equal to the rental payments over the life of the lease. The Company received a $400 deposit at the closing, and an additional payment of $25 was received in December 2009. The remainder of the $4,250 sales price will be due at various dates over the term of the 49 month lease, of which $3,400 is due at the end of the lease term in July 2013. Accordingly, future rental payments on this property are not included in the schedule above. The Company is deferring the gain on this transaction until the end of the lease term and has recorded the $425 payments received to date as a non current liability as of August 31, 2011. Note 9—Benefits and Pension Plans 401(k) Plan The Company has a defined contribution plan adopted pursuant to Section 401(k) of the Internal Revenue Code of 1986. Any qualified employee who has attained age 21 and has been employed by the Company for at least six months may contribute a portion of his or her salary to the plan and the Company will match 100% of the first percent of salary contributed and 50% thereafter, up to an amount equal to three and one half percent of such employee’s annual salary. The Company’s contribution expense was $297, $330 and $304 for the years ended August 31, 2011, 2010 and 2009, respectively. 47 CHASE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) In thousands, except share and per share amounts Non-Qualified Deferred Savings Plan The Company has a non-qualified deferred savings plan covering the Board of Directors and a separate plan covering selected employees. Participants may elect to defer a portion of their compensation for future payment. The plans are funded by trusteed assets that are restricted to the payment of deferred compensation or satisfaction of the Company’s general creditors. The Company’s liability under the plan was $740 and $611 at August 31, 2011 and 2010, respectively. Pension Plans The Company has non-contributory defined benefit pension plans covering employees of certain divisions of the Company. The Company has a funded, qualified plan (‘‘Pension Plan’’) and an unfunded supplemental plan designed to maintain benefits for certain employees at the plan formula level. The plans provide for pension benefits determined by a participant’s years of service and final average compensation. The Pension Plan assets consist of separate pooled investment accounts with a trust company. The measurement date for the plans is August 31, 2011. Effective December 1, 2008, a soft freeze in the Pension Plan was adopted whereby no new employees hired will be admitted to the Pension Plan, with the exception of the International Association of Machinists and Aerospace Workers Union. All participants admitted to the plans prior to the December 1, 2008 freeze will continue to accrue benefits as detailed in the plan agreements. The following tables reflect the status of the Company’s pension plans for the years ended August 31, 2011, 2010 and 2009: Year Ended August 31, 2011 2010 2009 Change in benefit obligation Projected benefit obligation at beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Service cost Interest cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Actuarial (gain) loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Settlements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Benefits paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $12,044 526 430 — 1,013 — (60) $11,185 494 490 — 549 — (674) $ 8,800 432 547 — 1,434 — (28) Projected benefit obligation at end of year . . . . . . . . . . . . . . . . . . . . . . . . $13,953 $12,044 $11,185 Change in plan assets Fair value of plan assets at beginning of year . . . . . . . . . . . . . . . . . . . . . . . Actual return on plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Employer contribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Settlements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Benefits paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 6,022 519 754 — (60) $ 5,495 451 750 — (674) $ 5,449 (706) 780 — (28) Fair value of plan assets at end of year . . . . . . . . . . . . . . . . . . . . . . . . . . $ 7,235 $ 6,022 $ 5,495 Funded status at end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (6,718) $ (6,022) $ (5,690) Amounts recognized in consolidated balance sheets Non-current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ — $ (5) (6,713) — $ — (6,022) — — (5,690) Net amount recognized in Consolidated Balance Sheets . . . . . . . . . . . . . . . $ (6,718) $ (6,022) $ (5,690) 48 CHASE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) In thousands, except share and per share amounts Year Ended August 31, 2011 2010 2009 Actuarial present value of benefit obligation and funded status Accumulated benefit obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Projected benefit obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Plan assets at fair value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $11,954 $13,953 $ 7,235 $10,355 $12,044 $ 6,022 $ 9,646 $11,185 $ 5,495 Amounts recognized in accumulated other comprehensive Income Prior service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net actuarial loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 156 5,164 $ 230 4,469 $ 315 4,177 Adjustment to pre-tax accumulated other comprehensive income . . . . . . . . . $ 5,320 $ 4,699 $ 4,492 Other changes in plan assets and benefit obligations recognized in other comprehensive income Net (gain) or loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Amortization of loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Prior service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Amortization of prior service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Total recognized in other comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net periodic pension cost $ 934 (239) — (74) 621 829 505 (212) — (86) 207 875 $ 2,572 (54) — (92) 2,426 693 Total recognized in net periodic pension cost and other comprehensive income $ 1,450 $ 1,082 $ 3,119 Estimated amounts that will be amortized from accumulated comprehensive income over the next fiscal year Prior service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net actuarial loss or (gain) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ $ 74 276 $ 74 239 86 212 Prior service cost arose from the amendment of the plan’s benefit schedules to comply with the Tax Reform Act of 1986 (TRA) and adoption of the unfunded supplemental pension plan. Components of net periodic pension cost for the fiscal years ended August 31, 2011, 2010 and 2009 included the following: Components of net periodic benefit cost Service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Expected return on plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Amortization of prior service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Amortization of accumulated (gain)/loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Settlement (gain)/loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 526 430 (440) 74 239 — $ 494 490 (407) 86 212 — $ 432 547 (432) 92 54 — Net periodic benefit cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 829 $ 875 $ 693 Year Ended August 31, 2011 2010 2009 49 CHASE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) In thousands, except share and per share amounts Weighted-average assumptions used to determine benefit obligations as of August 31, 2011 and 2010 are as follows: Discount rate 2011 2010 Qualified plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Supplemental plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.73% 4.45% 3.00% 2.51% Rate of compensation increase Qualified and supplemental plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.50% 3.50% Weighted-average assumptions used to determine net periodic benefit cost for the years ended August 31, 2011, 2010 and 2009 are as follows: 2011 2010 2009 Discount rate Qualified plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Supplemental plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.45% 2.51% 5.29% 3.38% 6.66% 5.72% Expected long-term return on plan assets Qualified plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Supplemental plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.00% 0.00% 8.00% 0.00% 8.00% 0.00% Rate of compensation increase Qualified and supplemental plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.50% 3.50% 3.50% It is the Company’s policy to evaluate, on an annual basis, the discount rate used to determine the projected benefit obligation to approximate rates on high-quality, long-term obligations. The Moody’s Corporate Aa Bond index has generally been used as a benchmark for this purpose, with adjustments made if the duration of the index differed from that of the plan. For periods since August 31, 2008, the discount rate has been determined by matching the expected payouts from the respective plans to the spot rates inherent in the Citigroup Pension Discount Curve. A single rate is then developed, that when applied to the expected cash flows, results in the same present value as determined using the various spot rates. The Company believes that this approach produces the most appropriate approximation of the plan liability. The Company estimates that each 100 basis point reduction in the discount rate would result in additional net periodic pension cost, the Company’s primary pension obligation, of approximately $47 for the qualified plan and $1 for the supplemental plan. The expected return on plan assets is derived from a periodic study of long-term historical rates of return on the various asset classes included in the Company’s targeted pension plan asset allocation. The Company estimates that each 100 basis point reduction in the expected return on plan assets would result in additional net periodic pension cost of approximately $65 for the qualified plan. No rate of return is assumed for the nonqualified plan since that plan is currently not funded. The rate of compensation increase is also evaluated and is adjusted by the Company, if necessary, periodically. Plan Assets The investment policy for the Pension Plan for Employees of Chase Corporation is based on ERISA standards for prudent investing. The fundamental goal underlying the investment policy is to ensure that the assets of the plans are invested in a prudent manner to meet the obligations of the plans as these obligations come due. The primary investment objectives include providing a total return which will promote the goal of benefit security by attaining an appropriate ratio of plan assets to plan obligations, to provide for real asset growth while also tracking plan obligations, to diversify investments across and within asset classes, to reduce the impact of losses in single investments, and to follow investment practices that comply with applicable laws and regulations. The primary policy objectives will be met by investing assets to achieve a reasonable tradeoff between return and risk relative to the plans’ obligations. This includes investing a portion of the assets in funds selected in part to hedge the interest rate sensitivity to plan obligations. 50 CHASE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) In thousands, except share and per share amounts The Pension Plan assets are invested in a diversified mix of United States equity and fixed income securities. Asset manager performance is reviewed at least annually and benchmarked against the peer universe for the given investment style. The Company’s expected return for the Pension Plan is 8.0%. To determine the expected long-term rate of return on the assets for the Pension Plan, the Company considered the historical and expected return on the plan assets, as well as the current and expected allocation of the plan assets. Asset allocation is monitored on an ongoing basis relative to the established asset class targets. The interaction between plan assets and benefit obligations is periodically studied to assist in the establishment of strategic asset allocation targets. The investment policy permits variances from the targets within certain parameters. Asset rebalancing occurs when the underlying asset class allocations move outside these parameters at which time the asset allocation is rebalanced back to the policy target weight. The Pension Plan has the following target allocation and weighted-average asset allocations as of August 31, 2011, 2010 and 2009: Asset Category Equity securities . . . . . . . . . . . . . . . . . . Debt securities . . . . . . . . . . . . . . . . . . . Real estate . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . Target Allocation Range 40-70% 20-50% 0-15% 0-10% 100% Percentage of Plan Assets as of August 31, 2011 53% 42% 5% 0% 100% 2010 44% 50% 5% 1% 100% 2009 56% 34% 6% 4% 100% The Company is required to categorize pension plan assets using a three-tier fair value hierarchy, which classifies the inputs used in measuring fair values. These tiers include: Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. The following table presents the Company’s pension plan assets at August 31, 2011 and 2010 by asset category: Fair value measurements at August 31, 2011 using: Fair value measurements at August 31, 2010 using: Quoted prices in active markets (Level 1) Significant other Significant observable unobservable inputs (Level 2) inputs (Level 3) August 31, 2010 Quoted prices in active markets (Level 1) Significant other Significant observable unobservable inputs (Level 2) inputs (Level 3) August 31, 2011 Asset Category Equity securities . . . Debt securities . . . . Real estate . . . . . . Other . . . . . . . . . . $3,845 3,029 361 — Total . . . . . . . . . $7,235 $3,845 2,812 — — $6,657 $ — 217 361 — $578 $— — — — $— $2,632 3,009 319 62 $6,022 $2,632 2,819 — — $5,451 $ — 190 319 62 $571 $— — — — $— Level 1 Assets: The fair values of the common stocks, corporate bonds and U.S. Government securities included in this tier are based on the closing price reported on the active market where the individual securities are traded. Level 2 Assets: The fair values of the common/collective trust funds included in this tier are not traded on active markets. These common/collective trust funds are valued based on the calculated unit values. The unit values are based on the fair value of the underlying assets of the common/collective trust funds derived from inputs principally based on quoted market prices in an active market or corroborated by observable market data by correlation or other means. 51 CHASE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) In thousands, except share and per share amounts Estimated Future Benefit Payments The following pension benefit payments (which include expected future service) are expected to be paid in each of the following fiscal years: Year ending August 31, 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2017-2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Pension Benefits $2,002 6,815 281 361 186 $2,031 The Company contributed $750, $750 and $780 to fund its obligations under the pension plan for the years ended August 31, 2011, 2010 and 2009, respectively. The Company plans to make the necessary contributions during fiscal 2012 to ensure the qualified plan continues to be adequately funded given the current market conditions. Note 10—Stockholders’ Equity 2005 Incentive Plan In November 2005, the Company adopted and the stockholders subsequently approved the 2005 Incentive Plan (the ‘‘2005 Plan’’). The 2005 Plan permits the grant of restricted stock, stock options, deferred stock, stock payments or other awards to employees, participating officers, directors, consultants and advisors that are linked directly to increases in shareholder value. The aggregate number of shares available under the 2005 Plan is 1,000,000. Additional shares may become available in connection with share splits, share dividends or similar transactions. 2001 Senior Management Stock Plan and 2001 Non-Employee Director Stock Option Plan In October 2002, the Company adopted, and the stockholders subsequently approved, the 2001 Senior Management Stock Plan and the 2001 Non-Employee Director Stock Option Plan (the ‘‘2001 Plans’’). The 2001 Plans reserved 1,500,000 and 180,000 shares of the Company’s common stock for grants related to the Senior Management Stock Plan and Non-Employee Director Stock Option Plan, respectively. Under the terms of the Senior Management Stock Plan, equity awards may be granted in the form of incentive stock options, non-qualified stock options and restricted stock. Options granted under the Non-Employee Director Stock Option Plan will be issued as non-qualified stock options. Options granted under the 2001 Plans generally vest over a period ranging from three to five years and expire after ten years. Restricted Stock & Restricted Stock Units Employees and Executive Management In February 2006, the Board of Directors of Chase Corporation also approved a plan for issuing a performance and service based restricted stock unit grant of approximately 88,630 shares to key members of management with an issue date of September 1, 2006 and a vesting date of August 31, 2009. Based on the fiscal year 2007 financial results, 184,697 additional restricted stock units (total of 273,327 restricted stock units) were earned and granted subsequent to the end of fiscal year 2007 in accordance with the performance measurement criteria. These restricted stock units vested and were issued in the form of common stock on August 31, 2009. Compensation expense was recognized on a ratable basis over the vesting period. In May 2007, pursuant to authorization by the Board of Directors, the Company’s Chief Executive Officer granted a total of 17,600 restricted stock units (‘‘RSUs’’) to approximately 40 non executive officer employees of 52 CHASE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) In thousands, except share and per share amounts the Company for service for the period May 2007 through May 2010. RSUs totaling 14,200 vested on May 15, 2010 and were issued in the form of common stock. The remaining 3,400 RSUs were forfeited in accordance with the RSU agreements Compensation expense was recognized on a ratable basis over the vesting period. In August 2007, the Board of Directors of Chase Corporation approved a plan for issuing a performance and service based restricted stock grant of 48,600 shares to key members of management with an issue date of September 1, 2007 and a vesting date of August 31, 2010. Based on the fiscal year 2008 financial results, 82,214 additional shares of restricted stock (total of 130,814 shares) were earned and granted subsequent to the end of fiscal year 2008 in accordance with the performance measurement criteria. These restricted stock vested and were issued in the form of common stock on August 31, 2010. Compensation expense was recognized on a ratable basis over the vesting period. In August 2008, the Board of Directors of the Company approved a plan for issuing a performance and service based restricted stock grant of 50,657 shares in the aggregate, subject to adjustment, to key members of management with an issue date of September 1, 2008 and a vesting date of August 31, 2011. Based on the fiscal year 2009 financial results, the aggregate size of the grant was reduced by 15,944 shares of restricted stock subsequent to the end of fiscal year 2009 in accordance with the performance measurement criteria. The adjusted restricted stock award of 34,713 shares was finalized in the quarter ended November 30, 2009 and no further performance-based measurements apply to this award. Compensation expense is being recognized on a ratable basis over the vesting period. In August 2009, the Board of Directors of Chase Corporation approved a plan for issuing a performance and service based restricted stock grant of 76,874 shares in the aggregate, subject to adjustment, to key members of management with an issue date of September 1, 2009 and a vesting date of August 31, 2012. Based on the fiscal year 2010 financial results, 68,453 additional shares of restricted stock were earned and granted subsequent to the end of fiscal year 2010 in accordance with the performance measurement criteria. The adjusted restricted stock award of 145,327 shares was finalized in the quarter ended November 30, 2010 and no further performance- based measurements apply to this award. Compensation expense is being recognized on a ratable basis over the vesting period. In December 2009, restricted stock in amounts of 2,377 and 8,421 shares related to the September 2008 and 2009 grants, respectively, were forfeited in conjunction with the retirement of an executive officer of the Company. In August 2010, the Board of Directors of the Company approved the fiscal year 2011 Long Term Incentive Plan (‘‘LTIP’’) for the executive officers. The fiscal 2011 LTIP is an equity based plan with a grant date of September 1, 2010 and containing the following restricted stock components: (a) a performance and service based restricted stock grant of 32,835 shares in the aggregate, subject to adjustment, with a vesting date of August 31, 2013. Compensation expense is being recognized on a ratable basis over the vesting period based on quarterly probability assessments; and (b) a time-based restricted stock grant of 16,417 shares in the aggregate, and a vesting date of August 31, 2013. Compensation expense is being recognized on a ratable basis over the vesting period. Based on the fiscal year 2011 financial results, 32,835 additional shares of restricted stock (total of 65,670 shares) were earned and granted subsequent to the end of fiscal year 2011 in accordance with the performance measurement criteria. No further performance-based measurements apply to this award. Compensation expense is being recognized on a ratable basis over the vesting period. In April 2011, the Board of Directors of the Company approved a plan for issuing a time-based restricted stock grant of 4,249 shares in the aggregate to certain non executive officer employees, with an issue date of April 30, 2011 and a vesting date of April 30, 2014. Compensation expense is being recognized on a ratable basis over the vesting period. 53 CHASE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) In thousands, except share and per share amounts Non-Employee Board of Directors Prior to January 2009, as part of their annual retainer, non-employee members of the Board of Directors received $15 of Chase Corporation common stock, in the form of Restricted Stock or Restricted Stock Units valued at the closing price of the day preceding the first day of the new year of Board service which generally coincides with the Company’s annual shareholder meeting. The stock awards vest one year from the date of grant. In January 2008, non-employee members of the Board received a total grant of 4,569 shares of restricted stock for service for the period from February 1, 2008 through February 1, 2009. The shares of restricted stock vested at the conclusion of the service period. Compensation was recognized on a ratable basis over the twelve month vesting period. In April 2008, William H. Dykstra retired from the Company’s Board of Directors. In accordance with the vesting provisions of his restricted stock agreement, he forfeited 634 of the restricted shares granted to him in January 2008. In April 2008, a total of 692 shares of restricted stock were issued to existing members of the Board for committee reassignments, as well as the appointment of new Board member Thomas Wroe, Jr., following Mr. Dykstra’s retirement. These shares were for service on the Company’s Board from April 1, 2008 through February 1, 2009 and vested at the conclusion of the service period. In January 2009, non-employee members of the Board of Directors received a total grant of 12,339 shares of restricted stock for service for the period from February 1, 2009 through February 1, 2010. This represented an increase in the Board of Directors annual stock compensation to $20 (previously $15). The shares of restricted stock vested at the conclusion of this service period. Compensation was recognized on a ratable basis over the twelve month vesting period. In January 2010, non-employee members of the Board received a total grant of 11,092 shares of restricted stock for service for the period from January 30, 2010 through January 30, 2011. The shares of restricted stock vested at the conclusion of this service period. Compensation was recognized on a ratable basis over the twelve month vesting period. Beginning in 2011, the annual retainer for non-employee members of the Board of Directors includes a combined total of $169 of Chase Corporation common stock, in the form of restricted stock valued in conjunction with the start of the new year of Board service which generally coincides with the Company’s annual shareholder meeting. The stock award vests one year from the date of grant. In February 2011, non-employee members of the Board received a total grant of 11,031 shares of restricted stock for service for the period from January 31, 2011 through January 31, 2012. The shares of restricted stock will vest at the conclusion of this service period. Compensation is being recognized on a ratable basis over the twelve month vesting period. Stock Options In August 2009, the Company’s Board of Directors authorized a grant of stock options to its Chief Executive Officer, its President and its Chief Financial Officer to purchase 75,000, 50,000 and 25,000 shares of common stock, respectively. Each of these options has an exercise price of $11.15 per share, and will vest in four equal annual allotments beginning on August 31, 2010 and ending on August 31, 2013. The options will expire on the tenth anniversary of the grant date. Compensation expense is being recognized over the period of the award on an annual basis consistent with the vesting terms. In August 2010, the Board of Directors of the Company approved the fiscal year 2011 Long Term Incentive Plan (‘‘LTIP’’) for the executive officers. The fiscal 2011 LTIP is an equity based plan with a grant date of September 1, 2010 and included options to purchase 62,425 shares of common stock in the aggregate. Each of these options has an exercise price of $12.70 per share, and will vest in three equal annual allotments beginning on August 31, 2011 and ending on August 31, 2013. The options will expire on August 31, 2020. Compensation expense is being recognized over the period of the award on an annual basis consistent with the vesting terms. In April 2011, the Board of Directors of the Company authorized a grant of stock options to certain non-executive officer employees to purchase 15,201 shares of common stock in the aggregate with an exercise 54 CHASE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) In thousands, except share and per share amounts price of $16.53 per share. The options will vest in three equal annual allotments beginning on April 30, 2012 and ending on April 30, 2014. The options will expire on April 30, 2021. Compensation expense is being recognized over the period of the award on an annual basis consistent with the vesting terms. The following table summarizes information about stock options outstanding as of August 31, 2011: Options Outstanding Options Exercisable Exercise Prices Number Outstanding $11.15 . . . . . . . . . . . . . . . . . $12.70 . . . . . . . . . . . . . . . . . $16.53 . . . . . . . . . . . . . . . . . 150,000 62,425 265,201 Weighted Avg. Remaining Contractual Life 8.0 years 9.0 years 7.0 years 477,626 7.6 years Weighted Average Exercise Price Aggregate Intrinsic Value Number Weighted Average Exercisable Exercise Price Aggregate Intrinsic Value $11.15 12.70 16.53 $14.34 $243 4 — $247 75,000 20,808 — 95,808 $11.15 12.70 — $11.49 $122 1 — $123 Options are granted with an exercise price that is equal to the market value of the Company’s common stock on the grant date. A summary of the transactions of the Company’s stock option plans for the years ended August 31, 2011, 2010 and 2009 is presented below: Non Employee Directors Weighted Average Exercise Price Officers and Employees Weighted Average Exercise Price Options outstanding as of August 31, 2008 . . . . . . . . . . Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Forfeited or cancelled . . . . . . . . . . . . . . . . . . . . . . . . 15,500 — (3,000) — Options outstanding as of August 31, 2009 . . . . . . . . . . 12,500 Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Forfeited or cancelled . . . . . . . . . . . . . . . . . . . . . . . . Options outstanding as of August 31, 2010 . . . . . . . . . . Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Forfeited or cancelled . . . . . . . . . . . . . . . . . . . . . . . . Options outstanding as of August 31, 2011 . . . . . . . . . . Options exercisable as of August 31, 2011 . . . . . . . . . . . — (10,000) — 2,500 — (2,500) — — — $5.25 — 5.25 $5.25 — 5.25 356,000 150,000 — — 506,000 — (35,000) $13.20 11.15 — — $12.59 — 5.48 — $5.25 471,000 $13.12 — 5.25 — $ — $ — 77,626 (71,000) 13.45 5.25 477,626 $14.34 95,808 $11.49 The weighted average grant date fair value of options granted in the years ended August 31, 2011 and 2009 was $3.59 and $3.58 per share, respectively. There were no options granted in the year ended August 31, 2010. All stock option plans have been approved by the Company’s stockholders. The total pretax intrinsic value of stock options exercised was $844, $275, and $16 for the years ended August 31, 2011, 2010 and 2009, respectively. Excluding the common stock currently reserved for issuance upon exercise of the 477,626 outstanding options, there are 300,005 shares of common stock available for future issuance under the Company’s equity compensation plans. 55 CHASE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) In thousands, except share and per share amounts The tax (expense) / benefit realized from stock options exercised, vesting of restricted stock and issuance of stock pursuant to grants of restricted stock units was ($37), ($196), and $265 for the years ended August 31, 2011, 2010 and 2009, respectively. As of August 31, 2011, unrecognized expense related to all stock based compensation described above, is $1,928. Note 11—Segment Data Due to the recent changes in our business structure, resulting from several business combinations and divestitures over the past few years, as well as the consolidation of some of our manufacturing facilities and key processes, the Company’s management team has restructured their internal and external reporting process to more accurately reflect the manner in which the current business is being managed and operated. In the fourth quarter of its 2011 fiscal year, the Company reorganized into two operating segments, an Industrial Materials segment and a Construction Materials segment. The basis for this segmentation is distinguished by the nature of the products and how they are delivered to their respective markets. The Industrial Materials segment reflects specified products that are used in or integrated into another company’s product with demand dependent upon general economic conditions. Industrial Materials products include insulating and conducting materials for wire and cable manufacturers, moisture protective coatings for electronics and printing services, laminated durable papers, and flexible composites and laminates for the aerospace, packaging and industrial laminate markets. The Construction Materials segment reflects our construction project oriented product offerings which are primarily sold and used as ‘‘Chase’’ branded products in final form. Construction Materials products include protective coatings for pipeline applications, coating and lining systems for use in liquid storage and containment applications, high performance polymeric asphalt additives, and expansion and control joint systems for use in the transportation and architectural markets. The following tables summarize information about the Company’s segments: Revenues from external customers Industrial Materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Construction Materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 75,744 47,296 $ 64,645 54,098 $ 60,678 30,558 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $123,040 $118,743 $ 91,236 Years Ended August 31, 2011 2010 2009 Income before income taxes Industrial Materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Construction Materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 16,450 (a) $ 16,328 (b) $ 11,753 (c) 6,367 3,972 2,146 Total for reportable segments . . . . . . . . . . . . . . . . . . . . . . . . . Corporate and Common Costs . . . . . . . . . . . . . . . . . . . . . . . . . 20,422 (4,249) 22,695 (6,239) 13,899 (5,796) (d) Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 16,173 $ 16,456 $ 8,103 (a) Includes idle facility costs of $706 from our Paterson, NJ and Oxford, MA facilities (b) Includes idle facility costs of $392 from our Paterson, NJ and Oxford, MA facilities (c) Includes loss on impairment of goodwill of $237 (d) Includes loss on impairment of assets of $262 Revenues in our Industrial Materials segment increased $11,099 or 17% to $75,744 for the year ended August 31, 2011 compared to $64,645 in fiscal 2010. The increase in revenues from our Industrial Materials segment in fiscal 2011 was primarily due to increased sales of: (a) $6,967 from our wire & cable product line as we benefitted from increased demand in the electrical cable market; (b) $2,219 in the electronic coatings product 56 CHASE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) In thousands, except share and per share amounts line, primarily due to increased demand in the industrial controls and automotive markets; and (c) $1,793 from our custom products product lines. Revenues from our Construction Materials segment decreased $6,802 or 13% to $47,296 for the year ended August 31, 2011 compared to $54,098 for fiscal 2010. The reduced sales from our Construction Materials segment in fiscal 2011 was primarily due to decreased sales of: (a) $4,603 from our private label products due to less demand for these products; (b) $1,230 from pipeline products produced at our UK facility as we experienced production challenges in meeting heavy Middle East demand in the latter half of fiscal 2011; and (c) $999 from our construction product lines as a result of decreased demand in the transportation and architectural markets. Revenues in our Industrial Materials segment increased $3,967 or 7% to $64,645 for the year ended August 31, 2010 compared to $60,678 in fiscal 2009. The increase in revenues from our Industrial Materials segment in fiscal 2010 was primarily due to increased sales of $6,672 in the electronic coatings product line from both the worldwide automotive sector and protective products used in domestic infrastructure applications. This increase was partially offset by decreased sales of $2,947 from our custom products product lines primarily due to decreased demand in the transportation market. Revenues from our Construction Materials segment increased $23,540 or 77% to $54,098 for the year ended August 31, 2010 compared to $30,558 for fiscal 2009. The increase in revenues from our Construction Materials segment in fiscal 2010 was primarily due to increased sales of: (a) $12,354 from CIM which we acquired in September 2009; (b) $4,991 from ServiWrap which was acquired in December 2009; (c) $3,354 from our pipeline and construction product lines; and (d) $2,793 from our private label products due to increased demand for these products. Total assets Industrial Materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Construction Materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 49,306 54,329 $ 41,870 53,970 Total for reportable segments . . . . . . . . . . . . . . . . . . . . . . . . . Corporate and Common Assets . . . . . . . . . . . . . . . . . . . . . . . . . 103,635 25,274 95,840 27,361 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $128,909 $123,201 As of August 31, 2011 2010 As further detailed in Note 15, the Electronic Manufacturing Services business was sold in June 2010 and the financial results of this previously reported segment are classified as discontinued operations. Note 12—Export Sales and Foreign Operations Export sales from continuing domestic operations to unaffiliated third parties were $19,715, $18,069 and $14,611 for the years ended August 31, 2011, 2010 and 2009, respectively. The growth in our export sales in fiscal 2011 was primarily due to increased demand from our foreign customers in the aerospace and wire & cable markets. The Company’s products are sold world-wide. For the years ended August 31, 2011, 2010 and 2009, sales from its operations located in the United Kingdom accounted for 12%, 13% and 9%, respectively, of total Company revenues from continuing operations. No other foreign geographic area accounted for more than 10% of consolidated revenues for the years ended August 31, 2011, 2010 and 2009. As of August 31, 2011 and 2010, the Company had long-lived assets (defined as tangible assets providing the Company with a future economic benefit beyond the current year or operating period, including buildings, equipment and leasehold improvements) of $2,796 and $2,020, respectively, located in the United Kingdom. These balances exclude goodwill and intangibles of $13,267 and $13,757, as of August 31, 2011 and 2010, respectively. No other foreign geographic area accounted for more than 10% of the Company’s total assets as of August 31, 2011 and 2010. 57 CHASE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) In thousands, except share and per share amounts Note 13—Supplemental Cash Flow Data Supplemental cash flow information for the years ended August 31, 2011, 2010 and 2009 is as follows: 2011 2010 2009 Income taxes paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $7,465 $ 8,038 $2,481 Interest paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 276 $ 314 $ 30 Non-cash Investing and Financing Activities Issuance of stock based compensation previously accrued for . . . . . . . . . . . . . . . Common stock received for payment of stock option exercises . . . . . . . . . . . . . . Accrued contingent payments related to acquisitions . . . . . . . . . . . . . . . . . . . . . Acquisition holdback payments, previously accrued for . . . . . . . . . . . . . . . . . . . Property, plant & equipment additions included in accounts payable . . . . . . . . . . Notes payable to CIM shareholders related to acquisition . . . . . . . . . . . . . . . . . . Accrual of additional proceeds on sale of business . . . . . . . . . . . . . . . . . . . . . . 152 $1,526 $ — $ — $ — $ 386 $ — $ 327 $ — $ — $ 303 $ — $ $ 280 $ 329 66 $ $ — $ — $ 3,000 $ — $ — $ 1,146 Sale of Electronic Manufacturing Services business Current assets (excluding cash) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Property and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accounts payable and accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gain on sale of business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cash received from sale of business, net of transaction costs . . . . . . . . . . . . . Acquisition of certain assets for ServiWrap product line . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Property, plant & equipment Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cash provided through operating cash and increase in debt . . . . . . . . . . . . . . Acquisition of CIM Industries Current assets (net of cash acquired) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Property, plant & equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Goodwill Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accounts payable and accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cash provided through operating cash and increase in debt . . . . . . . . . . . . . . Note 14—Acquisitions C.I.M. Industries, Inc. (‘‘CIM’’) $ (6,867) (857) (5,999) 193 1,553 (712) $ 12,689 $ 460 258 8,981 $ (9,699) $ 1,991 4,262 8,573 8,100 (439) (3,593) $(18,894) In September 2009, Chase Corporation acquired all of the outstanding capital stock of CIM which is based in Peterborough, NH and has a manufacturing facility in Houston, TX. CIM is a specialized manufacturer of high performance coating and lining systems used worldwide in the liquid storage and containment applications. The total purchase price for this acquisition, net of cash received, was $18,894. The Company funded this acquisition partly through its available cash on hand and funded the balance through a loan in the amount of $10.0 million from Bank of America and the $3.0 million note payable to the five CIM shareholders. The effective 58 CHASE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) In thousands, except share and per share amounts date for this acquisition was September 1, 2009 and the results of this acquisition have been included in the Company’s financial statements since then. The acquisition was accounted for as a business combination under ASC Topic 805, ‘‘Business Combinations.’’ In accordance with this accounting standard, the Company expensed $130 of acquisition related costs. The purchase price has been allocated to the acquired tangible and identifiable intangible assets and liabilities assumed based on their fair values as of the date of the acquisition: Assets & Liabilities Current assets (net of cash acquired) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Property, plant & equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accounts payable and accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Amount $ 1,991 4,262 8,573 8,100 (439) (3,593) Total purchase price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $18,894 The excess of the purchase price over the net tangible and intangible assets acquired resulted in goodwill of $8,573 that is largely attributable to the synergies and economies of scale from combining the operations and technologies of Chase and CIM, particularly as it pertains to the global expansion of the Company’s product and service offerings, and marketing efforts. This goodwill is not deductible for income tax purposes. All assets, including goodwill, acquired as part of CIM are included in the Specialized Manufacturing segment. Identifiable intangible assets purchased with this transaction are as follows: Intangible Asset Amount Useful life Formulas and technology . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Trade names . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Customer lists and relationships . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,880 260 5,960 10 years 5 years 10 years Total intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $8,100 ServiWrap Product Lines In December 2009, the Company acquired the full range of ServiWrap pipeline protection products (‘‘ServiWrap’’) from Grace Construction Products Limited, a UK based unit of W.R. Grace & Co. (the ‘‘Seller’’). ServiWrap / ServiShield anti-corrosion systems provide protection for new and refurbished oil, gas and water pipelines in projects around the world. The total purchase price for this acquisition was £5,983 ($9,699 at the time of acquisition) and the assets acquired by the Company include product lines, manufacturing equipment and certain intellectual property rights. The purchase was funded through a combination of cash on hand and a term loan in the amount of $7.0 million from RBS Citizens. The effective date for this acquisition was December 18, 2009 and the results of this acquisition have been included in the Company’s financial statements since then. The acquisition was accounted for as a business combination under ASC Topic 805, ‘‘Business Combinations.’’ In accordance with this accounting standard, the Company expensed $304 of acquisition related costs. Beginning on the date of the acquisition through September 30, 2010, the Seller manufactured the ServiWrap products for exclusive supply to the Company, while the Company transitioned production to both its own facility in the UK and another third party location. 59 CHASE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) In thousands, except share and per share amounts The purchase price has been allocated to the acquired tangible and identifiable intangible assets and liabilities assumed based on their fair values as of the date of the acquisition: Assets & Liabilities Property, plant & equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Amount $ 460 258 8,981 Total purchase price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $9,699 The excess of the purchase price over the net tangible and intangible assets acquired resulted in goodwill of $258 that is primarily attributable to the potential synergies from the integration of the ServiWrap product lines into the Company’s current product offerings. This goodwill is deductible for income tax purposes. All assets, including goodwill, acquired as part of the ServiWrap product line acquisition are included in the Specialized Manufacturing segment. Identifiable intangible assets purchased with this transaction are as follows: Intangible Asset Amount Useful life Backlog . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Formulas and technology . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Trade names . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Customer lists and relationships . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 924 486 876 6,695 9 months 10 years 5 years 12 years Total intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $8,981 Supplemental Pro Forma Data The following table presents the pro forma results of the Company for the three and twelve month periods ended August 31, 2010, as though the CIM and ServiWrap acquisitions described above occurred on September 1, 2009. The actual revenues and expenses for the CIM and ServiWrap acquisitions are included in the Company’s fiscal 2010 consolidated results beginning on September 4, 2009 and December 18, 2009, respectively. Revenues for CIM and ServiWrap since the acquisition dates included in the consolidated statement of operations for fiscal year 2010 were $12,354 and $4,991, respectively. Adjustments have been made for the estimated amortization of intangibles, estimated interest expense in connection with debt financing of the acquisition, and the income tax impact of the pro forma adjustments at the statutory rate of 38%. The following pro forma information is not necessarily indicative of the results that would have been achieved if the acquisitions had been effective on September 1, 2009. Three Months Ended August 31, 2010 Year Ended August 31, 2010 Revenues from continuing operations . . . . . . . . . . . . . . . Net income from continuing operations . . . . . . . . . . . . . . $35,436 3,849 $123,573 11,191 Net income from continuing operations available to common shareholders, per common and common equivalent share Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 0.43 $ 0.43 $ $ 1.25 1.24 All acquisitions have been accounted for as purchase transactions and the operations of the acquired entity or assets are included in consolidated operations from the effective date. 60 CHASE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) In thousands, except share and per share amounts Note 15—Discontinued Operations On June 30, 2010 the Company divested its contract manufacturing services business to MC Assembly in an all cash transaction, structured as a sale of substantially all of the assets of the Chase Electronic Manufacturing Services business. The purchase price of $13,000 was subject to certain post-closing adjustments, which resulted in additional gross proceeds of approximately $1,481 based on the final net working capital of the business. Total gross proceeds were offset by transactions costs of $646. The net proceeds from the sale are available for debt reduction and continued investment in the Company’s core tapes and coatings businesses within its specialized manufacturing segment. The Company has reflected the results of this business as discontinued operations in the consolidated statements of operations for all years presented. This business was historically reported by the Company as a separate reporting segment called Electronic Manufacturing Services. The results of the Electronic Manufacturing Services business were as follows for the years ended August 31, 2010 and 2009: Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $18,352 $16,370 Income before income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,973 (1,183) $ 1,718 (648) Net income from discontinued operations . . . . . . . . . . . . . . . . . . . . . . $ 1,790 $ 1,070 The fiscal year 2010 results include a $429 after-tax gain on the sale of the Electronic Manufacturing Services Year Ended August 31, 2010 2009 business. Note 16—Fair Value Measurements The Company generally defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company uses a three-tier fair value hierarchy, which classifies the inputs used in measuring fair values. These tiers include: Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. The Company endeavors to utilize the best available information in measuring fair value. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company has determined that it does not have any financial liabilities measured at fair value and that its financial assets are currently all classified within Level 1 in the fair value hierarchy. The financial assets classified as Level 1 as of August 31, 2011 and 2010 represent investments which are restricted for use in a nonqualified retirement savings plan for certain key employees and directors. 61 CHASE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) In thousands, except share and per share amounts The following table sets forth the Company’s financial assets that were accounted for at fair value on a recurring basis as of August 31, 2011 and 2010: Fair value measurement category Fair value measurement date Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Total Assets: Restricted investments . . . . . . . . . . . Restricted investments . . . . . . . . . . . August 31, 2011 August 31, 2010 $740 $611 $740 $611 $— $— $— $— Note 17—Related Party Transactions In June 2009, the Company sold real property (building and land) to ChaseBay Real Estate Holdings, Inc. (‘‘ChaseBay’’) for a purchase price of $1,370. The property is located in West Bridgewater, MA and was previously being leased by the Company to Sunburst Electronics Manufacturing Solutions, Inc. (‘‘Sunburst’’) for a monthly base rent of $15. Andrew Chase, President of Sunburst and partner of ChaseBay, is the son of Edward L. Chase (deceased), and a Trustee of the Edward L. Chase Revocable Trust (the ‘‘Trust’’), the brother of Peter R. Chase (the Chairman and CEO of the Company) and the uncle of Adam P. Chase (the President and COO of the Company). The terms and conditions of the sale transaction were reviewed and approved by an independent committee of the Company’s Board of Directors which concluded that the sale price was appropriate given a recent market appraisal of the land and building performed by an independent third party valuation firm. The sale of the property resulted in an accounting charge of $262 in the third quarter ending May 31, 2009, which represented the write down of the property to its current market value, as required by generally accepted accounting principles. Additionally, a voting agreement between Chase and the Trust expires in December 2013. Pursuant to the voting agreement, the Trustees have agreed to vote for the nominees for director of the Company, as approved from time to time by the Company’s Nominating and Governance Committee, through the annual meeting in January 2013. The voting agreement requires that a designated representative of the Trust be elected a director of the Company. The voting agreement which had an original book value of $200, has been capitalized as an intangible asset and is being amortized over its ten year useful life. As of August 31, 2011, this intangible asset has a net book value of $45. Note 18—Net Income Per Share In June 2008, the FASB issued guidance within ASC Topic 260, Earnings Per Share (‘‘ASC 260’’), to clarify that unvested share-based payment awards with a right to receive nonforfeitable dividends are participating securities. The standard provides guidance on how to allocate earnings to participating securities and compute earnings per share using the two-class method. The Company adopted the provisions of this standard on September 1, 2009. 62 CHASE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) In thousands, except share and per share amounts The presentation of earnings per share for previously reported periods has been adjusted due to retrospective adoption of this standard. The calculation of earnings per share under ASC 260 is as follows: Years Ended August 31, 2011 2010 2009 Income from continuing operations . . . . . . . . . . . . . . . . . . . . . . Less: Allocated to participating securities . . . . . . . . . . . . . . . . . . Available to common shareholders . . . . . . . . . . . . . . . . . . . . . . . Income from discontinued operations . . . . . . . . . . . . . . . . . . . . . Less: Allocated to participating securities . . . . . . . . . . . . . . . . . . Available to common shareholders . . . . . . . . . . . . . . . . . . . . . . . Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Less: Allocated to participating securities . . . . . . . . . . . . . . . . . . Available to common shareholders . . . . . . . . . . . . . . . . . . . . . . . $ $ $ $ 10,931 279 10,652 $ $ — $ — — $ 10,931 279 10,652 $ $ 10,726 299 10,427 1,790 50 1,740 12,516 349 12,167 $ $ $ $ $ $ 5,314 118 5,196 1,070 24 1,046 6,385 143 6,242 Basic weighted averages shares outstanding . . . . . . . . . . . . . . . . Additional dilutive common stock equivalents . . . . . . . . . . . . . . . . 8,721,452 42,356 8,554,164 70,106 8,348,338 283,189 Diluted weighted averages shares outstanding . . . . . . . . . . . . . . . 8,763,808 8,624,270 8,631,527 Basic Earnings per Share Income from continuing operations per share . . . . . . . . . . . . . . . . Income from discontinued operations per share . . . . . . . . . . . . . . Net income per common and common equivalent share . . . . . . . . Diluted Earnings per Share Income from continuing operations per share . . . . . . . . . . . . . . . . Income from discontinued operations per share . . . . . . . . . . . . . . Net income per common and common equivalent share . . . . . . . . $ $ $ $ 1.22 — 1.22 1.22 — 1.22 $ $ $ $ 1.22 0.20 1.42 1.21 0.20 1.41 $ $ $ $ 0.62 0.13 0.75 0.60 0.12 0.72 For the years ended August 31, 2011 and 2010, stock options to purchase 265,201 and 250,000 shares of common stock were outstanding, respectively, but were not included in the calculation of diluted net income per share because the options’ exercise prices were greater than the average market price of the common stock and thus would be anti-dilutive. Included in the calculation of dilutive common stock equivalents are the unvested portion of restricted stock, restricted stock units and stock options. As previously reported in the second quarter, the Company identified an immaterial error in the calculation of previously reported basic and diluted shares outstanding resulting in earnings per share being understated in certain periods in fiscal 2010 and 2009. The Company has revised the prior period financial statements to reflect the appropriate earnings per share. This immaterial change results in basic earnings per share increasing from $.48 to $.49 for the three months ended August 31, 2010 and from $1.39 to $1.42 for the year ended August 31, 2010. Similarly, diluted earnings per share increased from $.48 to $.49 for the three months ended August 31, 2010 and from $1.38 to $1.41 for the year ended August 31, 2010. For the year ended August 31, 2009, basic earnings per share increased from $.74 to $.75, and there was no change to diluted earnings per share. Note 19—Contingencies The Company is one of over 100 defendants in a lawsuit pending in Ohio which alleges personal injury from exposure to asbestos contained in certain Chase products. The case is captioned Marie Lou Scott, Executrix of the Estate of James T. Scott v. A-Best Products, et al., No. 312901 in the Court of Common Pleas for Cuyahoga County, Ohio. The plaintiff in the case issued discovery requests to Chase in August 2005, to which Chase timely responded in September 2005. The trial had initially been scheduled to begin on April 30, 2007. However, that 63 CHASE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) In thousands, except share and per share amounts date had been postponed and no new trial date has been set. As of October 2011, there have been no new developments as this Ohio lawsuit has been inactive with respect to Chase. The Company was named as one of the defendants in a complaint filed on June 25, 2009, in a lawsuit captioned Lois Jansen, Individually and as Special Administrator of the Estate of Thomas Jansen v. Beazer East, Inc., et al., No: 09-CV-6248 in the Milwaukee County (Wisconsin) Circuit Court. The plaintiff alleges that her husband suffered and died from malignant mesothelioma resulting from exposure to asbestos in his workplace. The plaintiff has sued seven alleged manufacturers or distributors of asbestos-containing products, including Royston Laboratories (formerly an independent company and now a division of Chase Corporation). Chase has filed an answer to the claim denying the material allegations in the complaint. The parties are currently engaged in discovery. In addition to the matters described above, the Company is involved from time to time in litigation incidental to the conduct of its business. Although the Company does not expect that the outcome in any of these matters, individually or collectively, will have a material adverse effect on its financial condition or results of operations, litigation is inherently unpredictable. Therefore, judgments could be rendered or settlements entered, that could adversely affect the Company’s operating results or cash flows in a particular period. The Company routinely assesses all of its litigation and threatened litigation as to the probability of ultimately incurring a liability, and records its best estimate of the ultimate loss in situations where the Company assesses the likelihood of loss as probable. Note 20—Selected Quarterly Financial Data (Unaudited) The following table presents unaudited operating results for each of the Company’s quarters in the years ended August 31, 2011 and 2010: Net Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gross Profit on Sales . . . . . . . . . . . . . . . . . . . . . . . Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net income available to common shareholders, per common and common equivalent share: Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fiscal Year 2011 Quarters First Second Third Fourth Year $30,838 10,777 $ 2,925 $25,652 8,211 $ 1,420 $32,132 10,902 $ 2,966 $32,296 10,711 $ 3,620 $120,918 40,601 $ 10,931 $ 0.33 $ 0.33 $ 0.16 $ 0.16 $ 0.33 $ 0.33 $ 0.40 $ 0.40 $ $ 1.22 1.22 64 CHASE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) In thousands, except share and per share amounts Net Sales from continuing operations . . . . . . . . . . . . . Gross Profit on Sales from continuing operations . . . . . Income from continuing operations . . . . . . . . . . . . . . . . . . . . . . . . Income from discontinued operations (1) $23,861 8,821 $ 1,849 274 $25,417 8,315 $ 1,193 433 $32,854 12,535 $ 3,835 565 $34,947 12,580 $ 3,849 518 $117,079 42,251 $ 10,726 1,790 Fiscal Year 2010 Quarters First Second Third Fourth Year Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net income available to common shareholders, per common and common equivalent share: Basic: $ 2,123 $ 1,626 $ 4,400 $ 4,367 $ 12,516 Continuing operations . . . . . . . . . . . . . . . . . . . . . Discontinued operations . . . . . . . . . . . . . . . . . . . . $ 0.21 0.03 $ 0.14 0.05 $ 0.43 0.06 $ 0.44 0.06 Net income per common and common equivalent share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 0.24 $ 0.19 $ 0.50 $ 0.49 Diluted: Continuing operations . . . . . . . . . . . . . . . . . . . . . Discontinued operations . . . . . . . . . . . . . . . . . . . . $ 0.21 0.03 $ 0.13 0.05 $ 0.43 0.06 $ 0.43 0.06 $ $ $ 1.22 0.20 1.42 1.21 0.20 Net income per common and common equivalent share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 0.24 $ 0.18 $ 0.50 $ 0.49 $ 1.41 The sum of individual share amounts may not equal due to rounding (1) In the fourth quarter of fiscal 2010, income from discontinued operations included a $429 after-tax gain on the sale of the Electronic Manufacturing Services business. Note 21—Valuation and Qualifying Accounts The following table sets forth activity in the Company’s accounts receivable reserve: Year ended Balance at Beginning of Year Charges to Operations Deductions to Reserves Balance at End of Year August 31, 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . August 31, 2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . August 31, 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $347 $350 $447 $327 $206 $ 89 $(201) $(209) (186) $473 $347 $350 The following table sets forth activity in the Company’s warranty reserve: Year ended Balance at Beginning of Year Charges to Operations Deductions to Reserves Balance at End of Year August 31, 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . August 31, 2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . August 31, 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $279 $131 $315 $288 $250 $ 22 $(205) $(102) (206) $362 $279 $131 65 ITEM 9—CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. ITEM 9A—CONTROLS AND PROCEDURES DISCLOSURE CONTROLS AND PROCEDURES The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s reports under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. The Company carries out a variety of ongoing procedures, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, to evaluate the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on the foregoing, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective at a reasonable assurance level as of the end of the period covered by this report. MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, our principal executive and principal financial officers, or persons performing similar functions, and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting based on the framework in ‘‘Internal Control—Integrated Framework’’ issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management has concluded that the internal control over financial reporting was effective as of August 31, 2011. PricewaterhouseCoopers LLP, the independent registered public accounting firm that audited and reported on our consolidated financial statements contained herein, has audited the effectiveness of our internal control over financial reporting as of August 31, 2011, and has issued an attestation report on the effectiveness of our internal control over financial reporting included herein. CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING There has been no change in the Company’s internal control over financial reporting during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. ITEM 9B—OTHER INFORMATION On November 9, 2011, we entered into an amendment to our existing unsecured $10 million credit facility with Bank of America, extending its maturity to August 31, 2014. All other terms of the credit facility remain the same. 66 ITEM 10—DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE PART III The information required by Item 10 of Form 10-K, relating to Directors of the Company, compliance with the reporting obligations under Section 16(a) of the Exchange Act, the Company’s code of ethics applicable to senior management, procedures for shareholder nominations to the Company’s Board of Directors, and the Company’s Audit Committee is incorporated by reference from the information contained in the Definitive Proxy Statement for the Annual Meeting of Stockholders, which is expected to be filed within 120 days after the Company’s fiscal year ended August 31, 2011. Information regarding the Company’s executive officers found in the section captioned ‘‘Executive Officers of the Registrant’’ in Item 4A of Part I hereof is also incorporated by reference into this Item 10. ITEM 11—EXECUTIVE COMPENSATION The information required by Item 11 of Form 10-K, relating to executive and director compensation and certain matters relating to the Company’s Compensation and Management Development Committee, is incorporated by reference from the information contained in the Definitive Proxy Statement for the Annual Meeting of Stockholders, which is expected to be filed within 120 days after the Company’s fiscal year ended August 31, 2011. ITEM 12—SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information required by Item 12 of Form 10-K, relating to the stock ownership of certain beneficial owners and management, is incorporated by reference from the information contained in the Definitive Proxy Statement for the Annual Meeting of Stockholders, which is expected to be filed within 120 days after the Company’s fiscal year ended August 31, 2011. The following table summarizes the Company’s equity compensation plans as of August 31, 2011. Further details on the Company’s equity compensation plans are discussed in the notes to the consolidated financial statements. The adoption of each of the Company’s equity compensation plans was approved by its shareholders. Number of shares of Chase Weighted average Number of shares of Chase exercise price of outstanding options common stock remaining available for future issuance common stock to be issued upon the exercise of outstanding options 2001 Senior Management Stock Plan . . . . . 2001 Non-Employee Director Stock Plan . . . . 2005 Incentive Plan . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . 389,136 — 88,490 477,626 $14.66 — 12.92 $14.34 — 10,000 290,005 300,005 ITEM 13—CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information required by Item 13 of Form 10-K, relating to transactions with related persons and the independence of members of the Company’s Board of Directors, is incorporated by reference from the information contained in the Definitive Proxy Statement for the Annual Meeting of Stockholders, which is expected to be filed within 120 days after the Company’s fiscal year ended August 31, 2011. ITEM 14—PRINCIPAL ACCOUNTANT FEES AND SERVICES The information required by Item 14 of Form 10-K, relating to fees paid to the Company’s independent registered public accounting firm and pre-approval policies of the Company’s Audit Committee, is incorporated by reference from the information contained in the Definitive Proxy Statement for the Annual Meeting of Stockholders, which is expected to be filed within 120 days after the Company’s fiscal year ended August 31, 2011. 67 ITEM 15—EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a)(1) and (2) Financial Statements and Schedules: PART IV The financial statements are set forth under Item 8 of this Annual Report on Form 10-K. Financial statement schedules have been omitted since they are either not required, not applicable, or the information is otherwise included. (a)(3) Exhibit Index: Exhibit Number 3.1.1 Articles of Organization of Chase Corporation (incorporated by reference from Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2004, filed on November 24, 2004 (the ‘‘2004 Form 10-K’’)). Description 3.1.2 Articles of Amendment to Articles of Organization of Chase Corporation (incorporated by reference from Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended February 29, 2008, filed on April 9, 2008). 3.2 By-Laws (incorporated by reference from Exhibit 3.2 to the Company’s 2004 Form 10-K). 10.1.1 10.1.2 Voting Agreement between the Trustees of The Edward L. Chase Revocable Trust and the Company dated December 26, 2002 (incorporated by reference from Exhibit 10.30 to the Company’s 2004 Form 10-K). Voting Agreement Amendment between the Trustees of The Edward L. Chase Revocable Trust and the Company dated December 10, 2003 (incorporated by reference from Exhibit 10.2 to the Company’s current report on Form 8-K filed December 29, 2003). 10.2 Amended and Restated Stock Agreement dated as of August 31, 2004, between the Company and Peter R. Chase (incorporated by reference to Exhibit 10 to the Company’s current report on Form 8-K filed on September 2, 2004).* 10.3 Chase Corporation Employee’s Supplemental Pension Plan effective January 1, 2008 (incorporated by reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended May 31, 2008, filed on July 10, 2008).* 10.4 Chase Corporation Employee’s Supplemental Savings Plan effective January 1, 2008 (incorporated by reference from Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended May 31, 2008, filed on July 10, 2008).* 10.5 Chase Corporation Non-Qualified Retirement Savings Plan for the Board of Directors, amended and restated effective January 1, 2009 (incorporated by reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended February 28, 2009, filed on April 9, 2009).* 10.6.1 Severance Agreement between the Company and Peter R. Chase dated July 10, 2006 (incorporated by reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended May 31, 2006, filed on July 17, 2006).* 10.6.2 Severance Agreement between the Company and Adam P. Chase dated October 1, 2008 (incorporated by reference from Exhibit 10.6.3 to the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2009, filed on November 13, 2009 (the ‘‘2009 Form 10-K’’).* 10.6.3 Severance Agreement between the Company and Kenneth L. Dumas dated July 10, 2006 (incorporated by reference from Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended February 28, 2007, filed on April 16, 2007).* 10.7.1 Chase Corporation 2001 Senior Management Stock Plan (incorporated by reference from Exhibit 10.44 to the Company’s 2004 Form 10-K).* 10.7.2 Form of award issued under Chase Corporation 2001 Senior Management Stock Plan (incorporated by reference from Exhibit 10.45 to the Company’s 2004 Form 10-K).* 68 Exhibit Number Description 10.8.1 Chase Corporation 2001 Non-Employee Director Stock Option Plan (incorporated by reference from Exhibit 10.46 to the Company’s 2004 Form 10-K).* 10.8.2 Form of award issued under Chase Corporation 2001 Non-Employee Director Stock Option Plan (incorporated by reference from Exhibit 10.47 to the Company’s 2004 Form 10-K).* 10.9.1 Second Amended and Restated Loan Agreement, dated September 4, 2009, between Chase Corporation and Bank of America, N.A. (incorporated by reference to Exhibit 10.9 to the Company’s 2009 Form 10-K). 10.9.2 First Amendment to Second Amended and Restated Loan Agreement, dated June 8, 2010, between Chase Corporation and Bank of America, N.A. (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended May 31, 2010, filed on July 12, 2010). 10.9.3 Second Amendment to Second Amended and Restated Loan Agreement, dated November 9, 2011, between Chase Corporation and Bank of America, N.A. 10.10.1 Life Insurance Reimbursement Agreement between Chase Corporation and Peter R. Chase dated January 10, 2005 (incorporated by reference from Exhibit 10.1 to the Company’s current report on Form 8-K filed January 14, 2005).* 10.10.2 Split Dollar Agreement between Chase Corporation and Peter R. Chase dated January 10, 2005 (incorporated by reference from Exhibit 10.2 to the Company’s current report on Form 8-K filed January 14, 2005).* 10.10.3 Split Dollar Endorsement dated January 10, 2005 (incorporated by reference from Exhibit 10.3 to the Company’s current report on Form 8-K filed January 14, 2005).* 10.11.1 2005 Incentive Plan of Chase Corporation (incorporated by reference from Exhibit 10.1 to the Company’s current report on Form 8-K filed February 9, 2006).* 10.11.2 10.11.3 10.11.4 Form of restricted stock unit award issued under the Chase Corporation 2005 Incentive Plan for non-executive members of the Board of Directors (incorporated by reference from Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the period ended February 28, 2007, filed on April 16, 2007).* Form of restricted stock unit award issued under the Chase Corporation 2005 Incentive Plan for members of Executive Management (incorporated by reference from Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the period ended February 28, 2007, filed on April 16, 2007).* Form of restricted stock agreement issued under the Chase Corporation 2005 Incentive Plan for non-executive members of the Board of Directors (incorporated by reference from Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the period ended February 29, 2008, filed on April 9, 2008).* 10.11.5 Form of restricted stock agreement issued under the Chase Corporation 2005 Incentive Plan for members of Executive Management (incorporated by reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended November 30, 2007, filed on January 9, 2008).* 10.11.6 Form of stock option award issued under the Chase Corporation 2005 Incentive Plan (incorporated by reference from Exhibit 10.11.6 to the Company’s 2009 Form 10-K).* 10.12.1 10.12.2 FY 2011 Chase Corporation Annual Incentive Plan (incorporated by reference from Exhibit 10.12.3 to the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2010, filed on November 15, 2010).* FY 2011 Chase Corporation Long Term Incentive Plan (incorporated by reference from Exhibit 10.12.4 to the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2010, filed on November 15, 2010).* 10.12.3 FY 2012 Chase Corporation Long Term Incentive Plan.* 69 Exhibit Number 10.13.1 Endorsement Split-Dollar Agreement among the Company, Edward L. Chase, and Sarah Chase as trustee of the ELC Irrevocable Life Insurance Trust (incorporated by reference from Exhibit 10.25 to the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 1998, filed on November 27, 1998). Description 10.13.2 Amendment to Endorsement Split-Dollar Agreement between the Company and Sarah Chase as trustee of the ELC Irrevocable Life Insurance Trust (incorporated by reference from Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the period ended February 28, 2009, filed on April 9, 2009). 10.14.1 Stock Purchase Agreement dated September 4, 2009, among Chase Corporation and the shareholders of C.I.M. Industries Inc. (incorporated by reference from Exhibit 10.15.1 to the Company’s 2009 Form 10-K). 10.14.2 Promissory Notes dated September 4, 2009, among Chase Corporation and the shareholders of C.I.M. Industries Inc. (incorporated by reference from Exhibit 10.15.2 to the Company’s 2009 Form 10-K). 10.15.1 10.15.2 Asset Purchase Agreement dated December 18, 2009 between Chase Corporation and Grace Construction Products Limited (incorporated by reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended February 28, 2010, filed in April 9, 2010). Term Loan Agreement, dated December 15, 2009, between Chase Corporation and RBS Citizens, National Association (incorporated by reference from Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended February 28, 2010, filed in April 9, 2010). 10.16 Asset Purchase Agreement, dated June 28, 2010, among RWA, Inc. (d/b/a Chase EMS), Chase Corporation and MC Assembly LLC (incorporated by reference from Exhibit 10.17 to the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2010, filed on November 15, 2010). 21 Subsidiaries of the Registrant 23.1 Consent of Independent Registered Public Accounting Firm—PricewaterhouseCoopers LLP 31.1 Certification of principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification of principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 Certification of principal executive officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2 Certification of principal financial officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 * Identifies management plan or compensatory plan or arrangement. (b) See (a)(3) above. (c) None. 70 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. SIGNATURES Chase Corporation By: /s/ PETER R. CHASE Peter R. Chase, Chairman and Chief Executive Officer November 14, 2011 By: /s/ KENNETH L. DUMAS Kenneth L. Dumas Chief Financial Officer and Treasurer November 14, 2011 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ PETER R. CHASE Peter R. Chase /s/ KENNETH L. DUMAS Kenneth L. Dumas /s/ ADAM P. CHASE Adam P. Chase /s/ MARY CLAIRE CHASE Mary Claire Chase /s/ J. BROOKS FENNO J. Brooks Fenno /s/ LEWIS P. GACK Lewis P. Gack /s/ GEORGE M. HUGHES George M. Hughes /s/ RONALD LEVY Ronald Levy /s/ THOMAS WROE, JR. Thomas Wroe, Jr. Chairman and Chief Executive Officer (Principal executive officer) November 14, 2011 Chief Financial Officer and Treasurer (Principal financial officer and principal accounting officer) November 14, 2011 Director, President & Chief Operating Officer November 14, 2011 Director Director Director Director Director Director 71 November 14, 2011 November 14, 2011 November 14, 2011 November 14, 2011 November 14, 2011 November 14, 2011 SHAREHOLDER INFORMATION Common Stock Common Stock of Chase Corporation is traded on the NYSE Amex under the symbol ‘‘CCF’’. Annual Meeting of Shareholders The Annual Meeting of Shareholders will be held at 9:30 a.m. on Monday, February 6, 2012 at Chase Corporation’s Global Operations Center, 295 University Avenue, Westwood, MA 02090. When shares owned by one shareholder are held in different forms of the same name (e.g., John Doe, J. Doe) or when new accounts are established for shares purchased at different times, duplicate mailings of shareholder information may result. The Company, by law, is required to mail to each name on the shareholder list unless the shareholder requests that duplicate mailings be eliminated or consolidates all accounts into one. Such requests should be directed, in writing, to the Shareholder Services Department, American Stock Transfer & Trust Company, Operations Center, 6201 15th Avenue, Brooklyn, NY 11219. Contact: investorrelations@chasecorp.com CHASE Corporation Officers Peter R. Chase Chairman & Chief Executive Officer Adam P. Chase President & Chief Operating Officer Kenneth L. Dumas Chief Financial Officer & Treasurer George M. Hughes Corporate Secretary Directors Peter R. Chase Chairman & Chief Executive Officer CHASE Corporation Adam P. Chase President & Chief Operating Officer CHASE Corporation Mary Claire Chase President, Founder of Chase Partners J. Brooks Fenno Founder of Salesmark Chairman of the Nominating and Governance Committee of CHASE Corporation Lewis P. Gack Principal of LPG Consulting Chairman of the Audit Committee of CHASE Corporation George M. Hughes Founder and Principal of Hughes & Associates Corporate Secretary of CHASE Corporation Ronald Levy Chairman of the Compensation and Management Development Committee of CHASE Corporation Thomas Wroe, Jr. Chairman of the Board and Chief Executive Officer of Sensata Technologies Legal Counsel Hughes & Associates P.O. Box 590321 Newton Center, MA 02459 Independent Registered Public Accounting Firm PricewaterhouseCoopers LLP 125 High Street Boston, MA 02110 Registrar & Transfer Agent American Stock Transfer & Trust Company Operations Center 6201 15th Avenue Brooklyn, NY 11219 CHASE CORPORATION Executive Offices Bethany House 26 Summer Street Bridgewater, MA 02324 Phone (508) 819-4200 (cid:127) Fax (508) 697-6419 Operating Facilities GLOBAL OPERATIONS CENTER 295 University Avenue Westwood, MA 02090 Phone (781) 332-0700 (cid:127) Fax (781) 332-0701 Toll Free (800) 323-4182 RANDOLPH, MA 19 Highland Avenue Randolph, MA 02368 Phone (781) 963-2601 (cid:127) Fax (781) 963-9584 www.chasecoatingandlaminating.com PRODUCTS/SERVICES: Insulating, flame barrier, binder and semi-conducting tapes and water blocking compounds for power and telecommunications. OXFORD, MA 24 Dana Road Oxford, MA 01540 Phone (508) 731-2710 (cid:127) Fax (508) 987-1092 www.chasecoatingandlaminating.com PRODUCTS/SERVICES: Shielding & binding tapes for electronic & telecommunication cable. Specialty laminates for automotive, packaging and medical products. Converting services include specialized laminating, slitting and traverse winding. TAYLORSVILLE, NC 138 Wittenburg Industrial Drive Taylorsville, NC 28681 Phone (828) 632-6666 (cid:127) Fax (828) 635-0847 www.chasecoatingandlaminating.com PRODUCTS/SERVICES: Shielding and binding tapes for electronic & telecommunications cable. Flexible laminates for automotive, packaging, medical and aerospace products including Insulfab(cid:1), a lightweight, reinforced barrier used for aircraft insulation. Converting services include specialized laminating, slitting and winding. PITTSBURGH, PA 201 Zeta Drive and 128 First Street Pittsburgh, PA 15238 Phone (412) 828-1500 (cid:127) Fax (412) 828-3487 www.chasespecialtycoatings.com PRODUCTS/SERVICES: Protective coatings for underground gas, oil and water pipelines, as well as waterproofing membranes and high performance polymer additives for asphalt and expansion joints and accessories, and private label manufacturing. Insulating conformal coatings, potting compounds and specialty accessory products for the protection of printed circuit assembly and electronic components. EVANSTON, IL 1527 Lyons Street Evanston, IL 60201 Phone (847) 866-8500 (cid:127) Fax (847) 866-8596 www.chasespecialtycoatings.com PRODUCTS/SERVICES: Innovative products for the protection against corrosion for underground gas oil and water pipelines and marine industries as well as private label manufacturing. PETERBOROUGH, NH C.I.M. Industries, Inc. 23 Elm Street Peterborough, NH 03458 Phone (603) 924-9481 (cid:127) Fax (603) 924-9482 www.cimindustries.com HOUSTON, TX C.I.M. Industries, Inc. 6900 Nelms Street Houston, TX 77061 Phone (713) 242-9015 (cid:127) Fax (713) 242-9794 PRODUCTS/SERVICES: High performance industrial coatings and linings providing a seamless, impermeable, abrasion-resistant barrier against water and chemicals. C.I.M.’s polyurethane coatings have been keeping liquids were they belong in a variety of applications for over 30 years. WINNERSH, WOKINGHAM, ENGLAND 505 Eskdale Road Winnersh Wokingham Berkshire RG41 5TU UK Phone +44 (0) 1189 442 333 Fax +44 (0) 1189 335 799 www.humiseal.com PRODUCTS/SERVICES: Insulating conformal coatings, potting compounds and specialty accessory products for the protection of printed circuit assembly and electronic components. PARIS, FRANCE 4/6 Avenue Eiffel 78420 Carrieres-Sur-Seine France 78232 Le Pecq Cedex France Phone +33 (0) 1 30 09 86 86 Fax +33 (0) 1 09 86 87 www.humiseal.com PRODUCTS/SERVICES: Insulating conformal coatings, potting compounds and specialty accessory products for the protection of printed circuit assembly and electronic components. RYE, EAST SUSSEX, ENGLAND Harbour Road, Rye Rye, East Sussex TN31 7TE UK Phone +44 (0) 1797 223561 Fax +44 (0) 1797 224530 www.chaseprotectivecoatings.com PRODUCTS/SERVICES: Manufacturer of waterproofing and corrosion protection systems for oil, gas and water pipelines as well as high-performance tapes, epoxies and cathodic protection accessory products. Adam P. Chase President & Chief Operating Officer Peter R. Chase Chairman & Chief Executive Officer Kenneth L. Dumas Chief Financial Officer & Treasurer Chase Corporation reported fiscal 2011 revenue of $123.0 million, a 3.6% increase over fiscal 2010. Income from continuing operations, net of taxes increased 1.9% to $10.9 million. Global markets continued to experience turmoil and the Company had to be more focused than ever to meet the familiar challenges of the past several years, and the new competitive situations that seemed to arise daily. In the face of all this our results reflect the strength of Chase’s business model, which is grounded in attention to our core businesses, a sharp eye on costs and the ability to take advantage of market opportunities. I am Chase Corporation is a leading manufacturer of protective materials for high reliability applications throughout the world. Chase products are utilized in a wide range of applications fortunate to be surrounded by talented managers and dedicated employees. including corrosion prevention, insulation and fire resistant materials, and electronic shielding. Key initiatives in fiscal 2011 centered on continuing to rebuild operations, tailoring management resources to fully leverage our resources, and evaluating potential acquisitions that will strengthen our global position. While we did not announce new acquisitions, I am pleased with the progress made on the operations side and with additions to our global management team. In fiscal 2011 operations at our Webster, Massachusetts plant were shifted to our new facility in Oxford, Massachusetts. We will also be transferring manufacturing to Oxford from our Randolph, Massachusetts plant over the next year. Global growth means more complex businesses, which require top-notch management talent to ensure that company-wide strategic plans are implemented efficiently. Our investments in people in fiscal 2011 have brought together a terrific team of experienced, creative managers to lead this critical area of the Company. As we expand, opportunities for new products that satisfy customer needs present themselves. This will be an important strategy going forward and one that we believe will deliver ongoing shareholder value. Our approach will combine our technology rich resources and an innovative spirit to bring a steady stream of exciting products and applications to market. Highlights Overall, our Industrial Materials and Construction Materials businesses did well, but results within each segment were mixed. Industrial Materials • Demand for power distribution cables in the energy market was good and consistent through the year. • Communications products were negatively affected by increased raw material costs, which remained volatile throughout the year - a trend we see continuing into fiscal 2012. • HumiSeal®, the world’s leading electronic coatings brand, had a positive year overall but demand in some key markets, especially consumer appliances and automotive softened in response to the global recession. Construction Materials • CIM Industries, which was acquired in fiscal 2010 has integrated well and has strengthened our position in high performance industrial coatings and lining products for water and wastewater systems. • Pipeline tape product sales were steady but were held back somewhat by a temporary production slow down in our UK plant. • U.S. government spending on infrastructure projects tapered off and resulted in lower revenue and earnings. • Demand for private label products was down significantly. Fiscal 2012 Looking ahead, we do not anticipate any significant short-term improvements in the economy. As always, we will plan for the challenges and remain ready to take advantage of opportunities when they emerge. An important part of our success is the support of all Chase employees and you, our shareholders. Sincerely, Peter R. Chase Chairman and Chief Executive Officer Since its founding in 1946, Chase has grown to become a successful, carefully managed, multi-divisional company with a global customer base. The Company operates seven plants throughout North America and two in the United Kingdom. Today, Chase continues to focus its expansion efforts on its core strength in specialty chemicals and coatings technology. Chase Corporation Board of direCtors (Rear - left to right) Ronald Levy, Thomas Wroe, Jr., Adam P. Chase, J. Brooks Fenno (Front - left to right) Mary Claire Chase, Lewis P. Gack, Peter R. Chase, George M. Hughes At Chase Corporation we make a material difference by manufacturing protective materials that are used in a wide variety of applications where long lasting protection is critical to a product’s success and is a material part of enhancing a product’s value to its user. M a k i n g a m a t e r i a l d i f f e r e n c e M a k i n g a m a t e r i a l d i f f e r e n c e Executive Offices: Bethany House 26 Summer Street Bridgewater, MA 02324 Tel: 508.819.4200 Fax: 508.697.6419 www.chasecorp.com NYSE Amex: CCF ANNUAL REPORT2011

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