Chase Corporation
Annual Report 2012

Plain-text annual report

Reliab ility. ConsistenCy. ® Annual Report 2012 Fiscal 2012 was an exciting year marked by organic growth, productivity gains, technology advances and a key acquisition. Chase Corporation is a market focused company with highly motivated managers committed to providing leadership and creativity in each of our businesses, around the world. We are grateful to them and to all employees for their efforts. Chase revenues increased by 21% in fiscal 2012 to $148.9 million. This includes $14.8 million from the Company’s June 2012 acquisition of NEPTCO, Inc. The Company also announced a cash dividend of $0.40 per share. Our accomplishments this fiscal year contribute to a dynamic and growing Chase brand. FISCAL 2012 HIGHLIGHTS • The acquisition of NEPTCO, Inc., our largest ever, will significantly strengthen our position as a key resource for wire & cable manufacturers in the Americas. NEPTCO’s core products are sold primarily to the broadband communications and electronics packaging industries. These market segments are excellent complements to our existing businesses and will extend our ability to offer customers complete product line choices. NEPTCO operates three manufacturing facilities in the United States and one in China, as well as distribution facilities in Rotterdam, Netherlands and Mississauga, Ontario. Since acquiring NEPTCO, the integration process has proceeded smoothly. • In spite of a sluggish global economy, the Company achieved growth in its Industrial Materials and Construction Materials segments. Wire & Cable, Electronic Coatings and Pipeline Coatings product offerings registered gains over the prior fiscal year. • Chase products support critical, high reliability applications. This commitment is backed by our ongoing investment in the advanced analytics necessary to ensure unmatched quality and consistency. This capability exceeds the most demanding industry standards and is our assurance that every component within the Chase brand will perform as expected. • Consolidation continues to increase productivity across business segments. For the last decade this strategy has been a fundamental part of our operating philosophy. In fiscal 2012 there was considerable activity in this area: ~ Operations at our Webster, MA plant were moved to our new Oxford, MA plant. ~ Camberley, UK operations were shifted to a new facility in Winnersh, UK. ~ By December 2012, Randolph, MA will close and those operations will move to Oxford, MA and Pittsburgh, PA. • Development efforts are placing greater emphasis on seeking new markets for existing products. We are finding that technologies developed over time can be leveraged in many forms and applications. Our business unit managers are making great progress in this area and have been able to identify more new markets and new opportunities for Chase. • Efforts to expand global markets are increasingly a collaboration with key distributors and customers. We are working closely with them to develop applications based on customer needs. This win-win approach has already created opportunities for growth in new markets and geographies. FISCAL 2013 OUTLOOK We expect the economy to remain sluggish in fiscal 2013. There will be modest strengthening in some segments favoring Chase brands but overall we are planning for slow growth. We remain committed to our strategic diversification with a focus on our core technologies and their use in high reliability applications. We will carefully control costs and increase operational productivity. At the same time we will evaluate all opportunities to expand the Chase brand around the world. Chase Corporation’s sustained growth is due to its human resources: the daily dedication of hundreds of women and men, and the support of you our shareholders. Peter R. Chase Chairman and Chief Executive Officer Adam P. Chase President and Chief Operating Officer To our shareholdersAdam P. Chase Adam P. Chase President & Chief Operating Officer Peter R. Chase Peter R. Chase Chairman & Chief Executive Officer 2012 2012 For more than 65 years Chase Corporation has served critical markets around the world. Products that aren’t always visible are integral components for high reliability applications that must perform, consistently. In numerous industrial markets the Chase brand has become the standard for reliability. The acquisition of NEPTCO will reinforce our position as a leading supplier to the wire and cable industry and further our ability to serve a growing customer base. The women and men of Chase are committed to delivering unsurpassed quality in everything we produce. It is this commitment and pride that will enable Chase to continue to make a material difference in thousands of products that serve the needs of a global marketplace. 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, 2012 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 MKT 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:2) 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 checkmark 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 29, 2012 (the last business day of the registrant’s second quarter of fiscal 2012), was approximately $92,953,599. As of October 31, 2012, the Company had outstanding 9,065,676 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, 2012, are incorporated by reference into Part III hereof. CHASE CORPORATION INDEX TO ANNUAL REPORT ON FORM 10-K For the Year Ended August 31, 2012 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Mine Safety Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 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 8 10 11 12 12 12 13 14 15 27 28 70 70 71 72 72 72 72 72 73 76 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. We are organized 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 O’Hara Township, PA facility which produces products related to both operating segments. A summary of our operating structure as of August 31, 2012 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(s) 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 is being 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(s) Taylorsville, NC Protective conformal coatings under the brand name HumiSeal(cid:3), moisture protective electronic coatings sold to the electronics industry. O’Hara Township, PA Laminated film foils for the electronics and cable industries and cover tapes essential to delivering semiconductor components via tape and reel packaging. Pawtucket, RI & Lenoir, NC Pulling and detection tapes used in the installation, measurement and location of fiber optic cables, water and natural gas lines. Granite Falls, NC Flexible, rigid and semi-rigid fiber optic strength elements designed to allow fiber optic cables to withstand mechanical and environmental strain and stress, produced by NEPTCO’s joint venture. Cover tapes essential to delivering semiconductor components via tape and reel packaging. Suzhou, China Protective conformal coatings under the brand name HumiSeal(cid:3), moisture protective electronic coatings sold to the electronics industry. Winnersh, Wokingham, England HumiSeal Europe SARL operates a sales/technical service office and warehouse near Paris. This business works closely with the HumiSeal operation in Winnersh, Wokingham, England allowing direct sales and service to the French market. 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 June 2012, we acquired all of the capital stock of NEPTCO Incorporated. 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. 4 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. Primary Manufacturing Location(s) Blawnox, PA Background/History The Royston business was acquired in the early 1970’s. Waterproofing sealants, expansion joints and accessories for the transportation, industrial and architectural markets. O’Hara Township, PA 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. 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(cid:3) product line complements the portfolio of our pipeline protection tapes, coatings and accessories to extend our global customer base. 5 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 at our O’Hara Township, PA facility. 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 Acquisition of NEPTCO Incorporated On June 27, 2012, we acquired 100% of the capital stock of NEPTCO Incorporated (‘‘NEPTCO’’) a private company based in Pawtucket, RI, whose core products are sold primarily into the broadband communications and electronics packaging industries. NEPTCO operates three manufacturing facilities in the United States and one in China, as well as utilizing distribution facilities in Rotterdam, Netherlands and Mississauga, Ontario to assist in supply chain management. As part of this transaction, we also acquired NEPTCO’s 50% ownership stake in a joint venture. The purchase price for this acquisition, net of cash received, was $62,217,000, subject to the finalization of purchase accounting, which is nearly complete pending the final working capital true up and deferred tax positions. 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) laminated film foils, composite strength elements, anti-static packaging tape and pulling tapes for the electronics and cable industries; (iii) moisture protective coatings, which are sold to the electronics industry including circuitry used in automobiles and home appliances; (iv) 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; (v) pulling and detection tapes used in the installation, measurement and location of fiber optic cables, water and natural gas lines, and power, data, and video cables for commercial buildings; (vi) cover tapes with reliable adhesive and anti-static properties essential to delivering semiconductor components via tape and reel packaging; and (vii) flexible, rigid and semi-rigid fiber optic strength elements designed to allow fiber optic cables to withstand mechanical and environmental strain and stress, produced by NEPTCO’s joint venture. 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). Other than the acquisition of NEPTCO, we did not introduce any new products requiring an investment of a material amount of our assets during fiscal year 2012. Employees As of October 31, 2012, we employed approximately 719 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. 6 Backlog, Customers and Competition As of October 31, 2012, the backlog of customer orders believed to be firm was approximately $13,722,000. This compared with a total of $9,599,000 as of October 31, 2011. The increase in backlog over the prior year amount is primarily due to the increased business resulting from the NEPTCO acquisition. The backlog of orders has some seasonality due to the construction season. During fiscal 2012, 2011 and 2010, 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; ServiWrap(cid:3) trademarks for pipeline protection tapes, coatings and accessories; NEPTCO(cid:3), a trademark used in conjunction with most of NEPTCO’s business and product line marketing material and communications; Muletape(cid:3), a trademark for pulling and installation tapes sold to the telecommunications industry; and Tracesafe(cid:3), a trademark for detection tapes sold to the water and gas industry. 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. 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 $2,958,000, $2,452,000 and $1,748,000 was spent for Company-sponsored research and development during fiscal 2012, 2011 and 2010, respectively. Research and development increased by $506,000 in fiscal 2012 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 7 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 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. During the fiscal year ended August 31, 2012, for example, we completed the acquisition of NEPTCO Incorporated, which represents approximately 39% of our consolidated total assets as of the end of fiscal 2012, making it the largest acquisition in the Company’s history. 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. 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 8 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. General economic factors, domestically and internationally, may also 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. 9 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. 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 the assets of our pension plans. 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 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. 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 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 Randolph, MA (a) 77,500 Owned Manufacture of electrical protective coatings and tape products Oxford, MA 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 Blawnox, PA 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 Houston, TX 100,000 Owned Manufacture and sale of protective coatings and tape products 45,000 Owned Manufacture of coating and lining systems for use in liquid storage and containment applications Pawtucket, RI (b) 70,400 Owned Granite Falls, NC (b) 108,000 Owned Manufacture and sale of laminated film foils for the electronics and cable industries Manufacture and sale of pulling and detection tapes, and fiber optic strength elements Lenoir, NC (b) 110,000 Owned Manufacture and sale of laminated film foils and cover tapes Winnersh, Berkshire, England 18,800 Leased 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 Mississauga, Canada (b) 2,500 Leased Distribution center for Canadian market supply chain demands Rotterdam, Netherlands (b) 2,500 Leased Distribution center for European market supply chain demands Suzhou, China (b) 48,000 Leased Manufacture of packaging tape products for the electronics industries (a) 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 is being transitioned to our other facilities over the course of the 15 month transition period. (b) Property and leases acquired as part of the NEPTCO acquisition in June 2012. 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 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. 11 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 2012, 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 sued seven alleged manufacturers or distributors of asbestos-containing products, including Royston Laboratories (formerly an independent company and now a division of Chase Corporation). The other defendants have each either settled or had the complaint against them dismissed. We have filed an answer to the claim denying the material allegations in the complaint. The parties are currently engaged in discovery and motion practice. In addition to the matters described above, 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, results of operations or cashflows, 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—MINE SAFETY DISCLOSURES Not applicable. ITEM 4A—EXECUTIVE OFFICERS OF THE REGISTRANT The following table sets forth information concerning our Executive Officers as of August 31, 2012. 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 64 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 . . . . . . . . 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. Adam Chase is the son of Peter Chase. Kenneth L. Dumas . . . . . . 41 Chief Financial Officer and Treasurer of the Company since February 2007, Director of Finance February 2006 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 MKT under the symbol CCF. As of October 31, 2012, there were 423 shareholders of record of our Common Stock and we believe that there were approximately 2,863 beneficial shareholders who held shares in nominee name. On that date, the closing price of our common stock was $18.43 per share as reported by the NYSE MKT. The following table sets forth the high and low daily sales prices for our common stock as reported by the NYSE MKT for each quarter in the fiscal years ended August 31, 2012 and 2011: Fiscal 2012 Fiscal 2011 High Low High Low . . . . . . . . . . . . . . . . . . . . . . . . . . . . First Quarter Second Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . Third Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fourth Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . $15.20 16.94 16.46 17.07 $ 9.83 12.25 11.49 10.80 $18.59 16.60 19.00 17.21 $12.23 14.06 15.27 11.39 Single annual cash dividend payments were declared and paid subsequent to year end in the amounts of $0.40, $0.35, and $0.35 per common share, for the years ended August 31, 2012, 2011 and 2010, respectively. Certain of our borrowing facilities 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, 2007 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, 2007 150.00 125.00 100.00 75.00 50.00 25.00 0.00 2007 2008 2009 2010 2011 2012 Chase Corp. S&P 500 Index - Total Returns Peer Group 12NOV201220235310 Chase Corp . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S&P 500 Index . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Peer Group Index $100 $100 $100 $101 $ 89 $ 99 $68 $73 $77 $78 $76 $83 $ 80 $ 90 $104 $104 $107 $143 2007 2008 2009 2010 2011 2012 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, 2012 2011 2010 2009 2008 (In thousands, except per share amounts) Statement of Operations Data Revenues from continuing operations . . . . . . . . $148,919 $123,040 $118,743 $91,236 $113,177 Income from continuing operations, net of taxes . Income from discontinued operations, net of $ 9,264 $ 10,931 $ 10,726 $ 5,315 $ 11,061 taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 1,790 1,070 1,313 Net income . . . . . . . . . . . . . . . . . . . . . . . . . Add: net loss attributable to non-controlling $ 9,264 $ 10,931 $ 12,516 $ 6,385 $ 12,374 interest, net of taxes . . . . . . . . . . . . . . . . . . 74 — — — — Net income attributable to Chase Corporation . . . $ 9,338 $ 10,931 $ 12,516 $ 6,385 $ 12,374 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 $ $ $ $ $ $ 1.03 — 1.03 1.03 — $ $ $ 1.22 — 1.22 1.22 — 1.22 0.20 $ 0.62 0.13 1.42 $ 0.75 1.21 0.20 $ 0.60 0.12 $ $ $ 1.32 0.16 1.48 1.27 0.15 equivalent share . . . . . . . . . . . . . . . . . . . $ 1.03 $ 1.22 $ 1.41 $ 0.72 $ 1.42 Balance Sheet Data Total assets . . . . . . . . . . . . . . . . . . . . . . . . . Long-term debt and capital leases . . . . . . . . . . Total stockholders’ equity . . . . . . . . . . . . . . . . $216,487 64,415 99,645 $128,909 8,267 91,880 $123,201 12,667 81,531 $91,066 — 70,213 $ 90,297 — 66,186 Cash dividends paid per common and common equivalent share . . . . . . . . . . . . . . . . . . . . . $ 0.35 $ 0.35 $ 0.20 $ 0.35 $ 0.25 As further detailed in Note 16 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, 2012 2011 2010 Revenues from continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . $148,919 (Dollars in thousands) $123,040 $118,743 Income from continuing operations, net of taxes . . . . . . . . . . . . . . . . . . . Income from discontinued operations, net of taxes . . . . . . . . . . . . . . . . . . Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Add: net loss attributable to non-controlling interest, net of taxes . . . . . . . . Net income attributable to Chase Corporation . . . . . . . . . . . . . . . . . . . . . $ $ $ 9,264 — 9,264 74 $ 10,931 — $ 10,726 1,790 $ 10,931 — $ 12,516 — 9,338 $ 10,931 $ 12,516 Increase in revenues from continuing operations from prior year Amount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Percentage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 25,879 21% $ 4,297 4% $ 27,507 30% Increase/(Decrease) in net 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 . . . . . . . . . . . . . . . . . . . Acquisition related costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income from continuing operations before income taxes . . . . . . . . . . . . . Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income from continuing operations, net of taxes . . . . . . . . . . . . . . . . . . Income from discontinued operations, net of taxes . . . . . . . . . . . . . . . . $ (1,667) $ (15)% 205 2% $ 5,411 102% 100% 100% 100% 68% 21 2 9 3 6 — 65% 22 — 13 4 9 — 63% 23 — 14 5 9 2 Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6% 9% 11% Recent Developments On June 27, 2012, we acquired 100% of the capital stock of NEPTCO Incorporated (‘‘NEPTCO’’) a private company based in Pawtucket, RI, whose core products are sold primarily into the broadband communications and electronics packaging industries. NEPTCO operates three manufacturing facilities in the United States and one in China, as well as utilizing distribution facilities in Rotterdam, Netherlands and Mississauga, Ontario to assist in supply chain management. As part of this transaction, we also acquired NEPTCO’s 50% ownership stake in a joint venture. The purchase price for the acquisition, net of cash received, was $62,217,000, subject to the finalization of purchase accounting, which is nearly complete pending the final working capital true up and deferred tax positions. Overview We completed the largest acquisition in the Company’s history in June 2012. That coupled with continued strong demand for our wire and cable products contributed to increased revenues. Net income fell below prior year results primarily due to the expenses related to our acquisition of NEPTCO as well as defined benefit pension settlement costs and continued plant transition expenses related to our Randolph plant closing. Adjusting for these noted expenses, net income for the year exceeded prior year results. Increased revenue from the Industrial Materials 15 segment was due to our acquisition of NEPTCO which contributed $14.8 million in fiscal 2012 as well as increased sales of our wire and cable products and greater demand for our laminated paper products. These increased revenues in fiscal 2012 were partially offset by decreased sales in our aerospace and transportation product markets. Additionally, the European Union economy continues to have a negative impact on the results of our European operations. Revenues from our Construction Materials segment surpassed the prior year primarily due to sales of our pipeline products as well as increased sales of highway construction products over the final half of the fiscal year. Additionally, there was increased demand from our key private label customers in fiscal 2012 over the prior fiscal year. In the upcoming fiscal year, our key objectives continue to be focused on our marketing and R&D efforts, and integrating the recently acquired NEPTCO operations. We will also be completing the move of our Randolph operations to our Oxford and Blawnox manufacturing plants. Our balance sheet continues to remain strong, with cash on hand of $15.2 million and a current ratio of 2.8. Our $15 million line of credit is fully available, while the balance of our unsecured term debt is $70 million. The Company has two reportable segments summarized below: Segment Industrial Materials Product Lines Manufacturing Focus and Products (cid:127) Wire and Cable (cid:127) Electronic Coatings (cid:127) Custom Products (cid:127) NEPTCO Products Construction Materials (cid:127) Pipeline (cid:127) Construction Products (cid:127) Private Label 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, flexible composites and laminates for the aerospace, packaging and industrial laminate markets, pulling and detection tapes used in the installation, measurement and location of fiber optic cables, water and natural gas lines, and cover tapes essential to delivering semiconductor components via tape and reel packaging; the joint venture also produces fiber optic strength elements designed to allow fiber optic cables to withstand mechanical and environmental strain and stress. 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. 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 2012 Industrial Materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Construction Materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Less corporate and common costs . . . . . . . . . . . . . . . . . . . . . . Income from continuing operations before income taxes . . . . . . . . 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 . . . . . . . . $ 95,988 52,931 $148,919 $ 75,744 47,296 $123,040 $ 64,645 54,098 $118,743 18% 8% 15% 22% 8% 17% 25% 12% 19% $ 17,203 (a) 4,393 21,596 (7,600)(b) $ 13,996 $ 16,450 (c) 3,972 20,422 (4,249) $ 16,173 $ 16,328 (d) 6,367 (e) 22,695 (6,239) $ 16,456 (a) Includes $828 of expenses related to inventory step up in fair value as part of the NEPTCO acquisition, and idle facility costs of $270 from our Paterson, NJ and Webster, MA facilities (b) Includes $3,206 in acquisition related expenses (c) Includes idle facility costs of $706 from our Paterson, NJ and Oxford, MA facilities (d) Includes idle facility costs of $392 from our Paterson, NJ and Oxford, MA facilities (e) Includes $434 in acquisition related expenses Total Revenues Total revenues in fiscal 2012 increased $25,879,000 or 21% to $148,919,000 from $123,040,000 in the prior year. Revenues in our Industrial Materials segment increased $20,244,000 or 27% to $95,988,000 for the year ended August 31, 2012 compared to $75,744,000 in fiscal 2011. The increase in revenues from our Industrial Materials segment in fiscal 2012 was primarily due to: (a) sales of $14,826,000 from NEPTCO operations which we acquired in June 2012; (b) increased sales of $4,912,000 from our wire & cable product line as we continue to benefit from strong demand in the power cable and communication cable markets; and (c) increased sales of $1,492,000 from our laminated durable paper products. These increases were partially offset by decreased sales in the aerospace and transportation market of $1,948,000. Revenues from our Construction Materials segment increased $5,635,000 or 12% to $52,931,000 for the year ended August 31, 2012 compared to $47,296,000 for fiscal 2011. The increased sales from our Construction Materials segment in fiscal 2012 was primarily due to increased sales of: (a) $2,923,000 from our pipeline products due to greater demand for products produced at our UK facility; (b) $1,805,000 from our highway construction products; and (c) $767,000 from our private label products due to increased demand from some of our key customers. 17 Royalties and commissions in the Industrial Materials segment were $2,425,000, $2,122,000 and $1,664,000 for the years ended August 31, 2012, 2011 and 2010, respectively. The increase in royalties and commissions in fiscal 2012 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 $21,204,000, $19,715,000 and $17,946,000 for the years ended August 31, 2012, 2011 and 2010, respectively. The growth in our export sales in fiscal 2012 was due to $3,328,000 in export sales from our recent NEPTCO acquisition. 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 were 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. Cost of Products and Services Sold Cost of products and services sold increased $20,932,000 or 26% to $101,249,000 for the fiscal year ended August 31, 2012 compared to $80,317,000 in fiscal 2011. As a percentage of revenues, cost of products and services sold increased to 68% in fiscal 2012 compared to 65% for fiscal 2011. The following table summarizes the relative percentages of costs of products and services sold to revenues for both of our operating segments: Cost of products and services sold Fiscal Years Ended August 31, 2012 2011 2010 Industrial Materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Construction Materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67% 64% 61% 69% 67% 66% Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68% 65% 63% Cost of products and services sold in our Industrial Materials segment was $64,539,000 for the fiscal year ended August 31, 2012 compared to $48,474,000 in fiscal 2011. As a percentage of revenues, cost of products and services sold in this segment increased due to the following items: (a) expense of $828,000 due to the fair value inventory step up related to the NEPTCO acquisition; (b) moving expenses of $324,000 related to our plant transition from Webster to Oxford and Camberley to Winnersh; (c) accrued transition costs of $550,000 related to our move from our Randolph plant; and (d) certain supplier inconsistencies that resulted in excess waste and incremental expenses of $345,000 related to the utilization of specialized testing facilities for analyzing incoming raw materials for proper specifications. Cost of products and services sold in our Construction Materials segment was $36,710,000 for the fiscal year ended August 31, 2012 compared to $31,843,000 in fiscal 2011. As a percentage of revenues, cost of products and services sold in the Construction Materials segment increased primarily due to higher raw material costs, increased sales of lower margin products, and decreased sales of higher margin products. In fiscal 2011, cost of products and services sold increased $5,489,000 or 7% to $80,317,000 compared to $74,828,000 in the prior fiscal year. As a percentage of revenues, cost of products and services sold increased to 65% in fiscal 2011 compared to 63% for fiscal 2010. Cost of products and services sold in our Industrial Materials segment were $48,474,000 for the fiscal year ended August 31, 2011 compared to $39,340,000 in fiscal 2010. The percentage of revenues increase in the cost of products and services sold for the Industrial Materials segment was primarily due to rising prices in certain commodity and petroleum based raw materials impacting many of our 18 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. Cost of products and services sold in our Construction Materials segment were $31,843,000 for the fiscal year ended August 31, 2011 compared to $35,488,000 in fiscal 2010. The increase in cost of products and services sold as a percentage of revenues in the Construction Materials segment during fiscal 2011 was 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. Selling, General and Administrative Expenses Selling, general and administrative expenses increased $3,392,000 or 13% to $30,172,000 during fiscal 2012 compared to $26,780,000 in fiscal 2011. As a percentage of revenues, selling, general and administrative expenses decreased to 21% in fiscal 2012 compared to 22% for fiscal 2011. The percentage decrease is attributable to our continued emphasis on controlling costs and leveraging fixed overhead. During fiscal 2011, selling, general and administrative expenses increased $63,000 to $26,780,000, compared to $26,717,000 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 lower stock based compensation expense in fiscal 2011 as compared to fiscal 2010. This decrease was partially offset by increased research and development, sales commissions and other selling related expenses resulting from increased revenues in fiscal 2011. In fiscal 2012, bad debt expense, net of recoveries, increased $28,000 or 22% to $155,000, compared to $127,000 in fiscal 2011. The increase in bad debt expense in fiscal 2012 was primarily due to financial difficulties for some of our international customers as well as overall increased receivable balances due to higher sales. During fiscal 2011, bad debt expense, net of recoveries, decreased $51,000 or 29% to $127,000, compared to $178,000 in fiscal 2010. We continue with our strict adherence to our established credit policies and continue to closely monitor the accounts receivable function while taking a proactive approach to the collections process. Acquisition related costs In fiscal 2012, we incurred $3,206,000 of acquisition costs related to our acquisition of NEPTCO. This acquisition was accounted for as a business combination in accordance with the appropriate accounting standards, as such all related professional service fees (i.e., banking, legal, accounting, actuarial, etc.) were expensed as they were incurred during the year ended August 31, 2012. In fiscal 2010, we incurred $434,000 of acquisition costs related to our acquisitions of CIM and ServiWrap. Interest Expense Interest expense increased $202,000 to $398,000 in fiscal 2012 compared to $196,000 in fiscal 2011. The increase in interest expense in fiscal 2012 compared to fiscal 2011 is a direct result of the $70,000,000 term note related to the acquisition of NEPTCO. 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 was primarily due to the capitalization of imputed interest on construction in process projects related to our Oxford, MA and Blawnox, PA facilities. Other Income Other income decreased $324,000 to $102,000 in fiscal 2012 compared to $426,000 in fiscal 2011. Other income (expense) primarily includes interest income and foreign exchange gains and losses caused by changes in exchange rates on transactions or balances denominated in currencies other than the functional currency of our subsidiaries. In fiscal 2012, other income includes a gain of $425,000 recognized on deposit payments previously received on the sale of our Evanston, IL property. We took back control and ownership of this leased asset which was previously sold by us under a seller financing arrangement (see Note 3 to the consolidated financial statements). The increase in other income is partially offset by the foreign exchange losses caused by the continued weakening of both the sterling and euro. Other income increased $374,000 to $426,000 in fiscal 2011 compared to $52,000 in fiscal 2010. The increase in other income in fiscal 2011 from the prior year was primarily due to foreign exchange gains (losses) 19 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). Income Taxes The effective tax rate for fiscal 2012 was 33.8% compared to 32.4% and 34.8% in fiscal 2011 and 2010, respectively. In all three years, we have received the benefit of the domestic production deduction and foreign rate differential. The increased effective tax rate in fiscal 2012 is primarily due to non-deductible acquisition related expenses offset by a continued favorable effective state income tax rate. 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. Non-controlling Interest The income (loss) from non-controlling interest relates to a joint venture in which we have, through our NEPTCO subsidiary, a 50% ownership stake. The joint venture, between NEPTCO and the joint venture partner (an otherwise unrelated party), is managed and operated on a day-to-day basis by NEPTCO. The purpose of this joint venture was to combine the elements of each member’s fiber optic strength businesses. Net Income Consolidated net income in fiscal 2012 decreased $1,593,000 or 15% to $9,338,000 compared to $10,931,000 in fiscal 2011. The decrease in consolidated net income in fiscal 2012 was a result of the following factors: (a) $3,206,000 in acquisition related expenses; (b) expenses of $828,000 in inventory fair value step up related to the NEPTCO acquisition; and (c) acceleration of defined benefit plan settlement costs of $550,000 resulting from the timing of lump sum distributions to participants. In addition, there was an increase in plant transition and moving expenses of $874,000 during fiscal 2012. 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. Other Important Performance Measures We believe that adjusted net income is a useful performance measure and is used by our executive management team and board of directors as a measure of operating performance, to allocate resources to enhance the financial performance of our business, to evaluate the effectiveness of our business strategies and in communications with our board of directors and investors concerning our financial performance. Adjusted net income is a non-GAAP financial measure. We define adjusted net income as follows: net income attributable to Chase Corporation before costs related to our acquisitions, expenses related to inventory step-up to fair value, and settlement (gains) or losses resulting from lump sum distributions to participants from our defined benefit plan. Our definition of adjusted net income includes the current tax expense/(benefit) that would be payable/(realized) on our income tax return. The use of adjusted net income has limitations and this performance measure should not be considered in isolation from, or as an alternative to, U.S. GAAP measures such as net income. 20 The following unaudited table provides a reconciliation of net income attributable to Chase Corporation, the most directly comparable financial measure presented in accordance with U.S. GAAP, to adjusted net income for the periods presented: Years Ended August 31, 2012 2011 2010 Net income attributable to Chase Corporation . . . . . . . . . . . . . . . . . . . . . . . . $ 9,338 $10,931 $12,516 Acquisition related costs (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Expense related to inventory step-up (b) . . . . . . . . . . . . . . . . . . . . . . . . . . Defined benefit plan settlement costs (c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tax effect of adjustments (d) 3,206 828 550 (1,377) Total adustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,207 — — — — — 434 347 — (282) 499 Adjusted net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $12,545 $10,931 $13,015 (a) Represents costs related to our June 2012 acquisition of NEPTCO, September 2009 acquisition of CIM and December 2009 acquisition of ServiWrap (b) Represents expenses related to the step-up in fair value of inventory through purchase accounting from the June 2012 acquisition of NEPTCO and September 2009 acquisition of CIM (c) Represents pension related settlement costs due to the timing of lump sum distributions (d) Represents the theoretical current income tax associated with the adjustments presented above. The theoretical current income tax was calculated by multiplying each adjustment, which relate to the jurisdictions where such items would provide tax expense/(benefit), by the applicable tax rates Liquidity and Sources of Capital Our overall cash balance increased $198,000 to $15,180,000 at August 31, 2012 from $14,982,000 at August 31, 2011. The increased cash balance at August 31, 2012 was a result of cash flows generated from operations during the fiscal year and $7,268,000 in cash acquired as part of the NEPTCO acquisition, offset by principal payments on outstanding debt, equipment purchases, and payment of our annual dividend. 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 fiscal 2011 year. Cash provided by operations was $13,946,000 for the year ended August 31, 2012 compared to $9,303,000 in fiscal 2011 and $11,346,000 in fiscal 2010. Cash provided by operations during fiscal 2012 was primarily due to operating income and decreased inventory as a result of higher sales volumes, offset by decreased accounts payable and increased accounts receivable balances. Cash provided by operations during fiscal 2011 was 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 increased accounts payable and accrued expense balances, offset by increased accounts receivable and inventory balances. The ratio of current assets to current liabilities was 2.8 as of August 31, 2012 compared to 2.9 as of August 31, 2011. The decrease in our current ratio at August 31, 2012 was primarily attributable to the increase in the current debt as a result of the NEPTCO acquisition. Cash used in investing activities was $67,090,000 for the year ended August 31, 2012 compared to $4,172,000 in fiscal 2011 and $17,329,000 in fiscal 2010. During fiscal 2012, cash used in investing activities was primarily due to payments totaling $62,217,000, net of cash acquired, for the acquisition of NEPTCO and $5,256,000 paid for purchases of machinery and equipment at our manufacturing locations. During fiscal 2011, cash 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 leased property in Winnersh, UK, and cash paid for purchases of machinery and equipment at our other manufacturing locations. 21 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 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. This was partially offset by the $12,689,000 of net proceeds received from the sale of our discontinued operations. Cash provided by financing activities was $53,508,000 for the year ended August 31, 2012 compared to cash used in financing activities of $7,729,000 in fiscal 2011 and cash provided by financing activities of $11,664,000 in fiscal 2010. During fiscal 2012, cash provided by financing activities resulted from $70,000,000 in term debt used to finance our acquisition of NEPTCO, offset by payments of $10,667,000 to retire our previously held term notes with Bank of America and RBS Citizens, payments on our line of credit arrangement, as well as payment of our annual dividend. Additionally, we paid the final two scheduled promissory note payments of $1,000,000 each to the CIM shareholders in accordance with the CIM stock purchase agreement, described in more detail below. During fiscal 2011, cash 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. During fiscal 2010, cash provided by financing activities 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. On October 13, 2011, we announced a cash dividend of $0.35 per share (totaling $3,165,000), to shareholders of record on October 31, 2011 and payable on December 5, 2011. On October 23, 2012, we announced a cash dividend of $0.40 per share (totaling approximately $3,601,000), to shareholders of record on November 2, 2012 and payable on December 5, 2012. 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 was calculated at the applicable London Interbank Offered Rate (LIBOR) rate plus a margin of 175 basis points, with interest payments due on the last day of each month. In addition to monthly interest payments, we were 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 until maturity. Prepayment of the Term Note was allowed at any time during the term of the loan. In November 2011, we executed an amendment to this Term Note, extending the maturity from August 31, 2012 to August 31, 2014. The Term Note was retired in June 2012, as described below. As part of the CIM acquisition in September 2009, we also delivered an aggregate of $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 was paid in three consecutive annual installments of $1,000,000 each. Interest on the unpaid principal balance of the Notes was accruing at a rate per annum equal to the applicable Federal rate, and was paid annually with each principal payment. We paid the first installment on the Notes in September 2010, the second installment was paid in September 2011, and the third and final installment was paid in August 2012. 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 was 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 were repaying the principal in equal installments of $117,000 each, beginning on January 15, 2010, and on the 15th day of each month thereafter until maturity. Prepayment of the Term Loan was allowed at any time. In February 2012, we executed an amendment to this Term Loan, extending the maturity from December 15, 2012 to December 15, 2014. The Term Loan was retired in June 2012, as described below. In June 2012, as part of our acquisition of NEPTCO, Inc., we borrowed $70,000,000 under a five year term debt financing arrangement led and arranged by Bank of America, with participation from RBS Citizens (the ‘‘Credit Facility’’). The applicable interest rate is based on the effective LIBOR plus a range of 1.75% to 2.25%, depending on our consolidated leverage ratio. At August 31, 2012, the applicable interest was 2.25% per annum and the outstanding principal amount was $70,000,000. We are required to repay the principal amount of the term loan in quarterly installments of $1,400,000 beginning in September 2012 through June 2014, increasing to $1,750,000 22 per quarter thereafter through June 2015, and to $2,100,000 per quarter thereafter through March 2017. The Credit Facility matures in June 2017. Prepayment of the Credit Facility is allowed at any time. As part of the financing for this acquisition, we retired all of our pre-existing debt (the Term Note and Term Loan noted above) with Bank of America and RBS Citizens. Additionally, we obtained a new revolving line of credit (the ‘‘Revolver’’) totaling $15,000,000 which replaced our then existing $10,000,000 line. The Revolver bears interest at LIBOR plus a range of 1.75% to 2.25%, depending on our consolidated leverage ratio, or, at our option, at the bank’s base lending rate. As of August 31, 2012 and October 31, 2012, the entire amount of $15,000,000 was available for use. The Revolver is scheduled to mature in June 2017. This Revolver allows for increased flexibility for working capital requirements going forward, and we plan to use this availability to help finance our cash needs, including potential acquisitions, in fiscal 2013 and future periods. The Credit Facility with Bank of America contains customary affirmative and negative covenants that, among other things, restrict our ability to incur additional indebtedness. It also requires us to maintain a ratio of consolidated indebtedness to consolidated EBITDA (each as defined in the facility) of no more than 3.00 to 1.00, and to maintain a consolidated fixed charge coverage ratio (as calculated in the facility) of at least 1.25 to 1.00. We were in compliance with our debt covenants as of August 31, 2012. We currently have several on-going capital projects that are important to our long term strategic goals. We continue to renovate our Oxford, MA, and Blawnox, PA facilities in anticipation of the relocation of our operations from Randolph, MA. We expect that this transition will be completed by December 2012. 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 Revolver, 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. Contractual Obligations The following table summarizes our contractual cash obligations at August 31, 2012 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 Payments Due 1 - 3 Years 4 - 5 Years Payments After 5 Years Long-term debt including estimated interest . . . $76,010 8,084 Operating leases . . . . . . . . . . . . . . . . . . . . . 79 Capital leases . . . . . . . . . . . . . . . . . . . . . . . 8,444 Purchase Obligations . . . . . . . . . . . . . . . . . . $ 7,128 827 40 8,347 (Dollars in thousands) $15,254 1,513 32 97 Total (1) (2) . . . . . . . . . . . . . . . . . . . . . . $92,617 $16,342 $16,896 $53,628 1,338 7 — $54,973 $ — 4,406 — — $4,406 (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 $1,180,000 as of August 31, 2012 have been excluded from the contractual obligations table above. See Note 7 ‘‘Income Taxes’’ to the Consolidated Financial Statements for further information. (2) This table does not include the expected payments for our obligations for pension and other post-retirement benefit plans. As of August 31, 2012, we had recognized an accrued benefit liability of $7,917,000 representing the unfunded benefit obligations of the pension benefit plans. See Note 9 ‘‘Benefits and Pension Plans’’ to the Consolidated Financial Statements for further information, including expected pension benefit payments for the next 10 years. 23 Recently Issued Accounting Standards In May 2011, the Financial Accounting Standards Board (‘‘FASB’’) issued Accounting Standards Update (‘‘ASU’’) No. 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards (‘‘ASU 2011-04’’). This clarifies existing fair value measurement and disclosure requirements, amends certain fair value measurement principles and requires additional disclosures about fair value measurements. ASU 2011-04 is effective for interim and annual periods beginning after December 15, 2011. The adoption of ASU 2011-04 did not have an impact on our consolidated financial position, results of operations or cash flows as it only required additional footnote disclosures. 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. The items that must be reported in other comprehensive income were not changed. In December 2011, the FASB issued ASU No. 2011-12, ‘‘Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05,’’ (‘‘ASU 2011-12’’) which amends ASU 2011-05 by indefinitely deferring the requirement under ASU 2011-05 to present reclassification adjustments out of accumulated other comprehensive income by component in both the statement in which net income is presented and the statement in which other comprehensive income is presented. We adopted ASU 2011-05 with retrospective application as required, except for the components of ASU 2011-05 which were indefinitely deferred by ASU 2011-12, and have included in our consolidated financial statements separate statements of comprehensive income. The adoption of ASU 2011-05 did not have an impact on our consolidated financial position, results of operations or cash flows as it only required 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 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. The adoption of ASU 2011-08 did not have an 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. 24 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. 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 Note 4 to the Consolidated Financial Statements included in this Report.) 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, or upon receipt by the customer. 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. 25 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 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 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 whose contract was amended recently to include a soft freeze whereby any employees hired after the effective date of July 15, 2012 will not be admitted to the plan. All eligible participants who were previously admitted to the plan prior to the December 1, 2008 and July 15, 2012 soft freeze dates, respectively, will continue to accrue benefits as detailed in the plan agreements. NEPTCO has a defined benefit pension plan covering substantially all of our union employees at our Pawtucket, RI plant. This plan was frozen effective October 31, 2006, and as a result, no new participants can enter the plan and the benefits of current participants were frozen as of that date. The benefits are based on years of service and the employee’s average compensation during the earlier of five years before retirement, or October 31, 2006. We account for our pension plans 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. 26 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. ITEM 7A—QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK We limit the amount of credit exposure to any one issuer. At August 31, 2012, 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, 2012, the Company had cash balances in the following foreign currencies (with USD equivalents): Currency Code Currency Name USD Equivalent at August 31, 2012 GBP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EUR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . CNY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . CAD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Canadian Dollar British Pound Euro Chinese Yuan $4,138,000 $1,075,000 $ 204,000 $ 174,000 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 loss for the year ended August 31, 2012 in the amount of $904,000 related to our European operations which is recorded in other comprehensive income (loss) within our Statement of 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consolidated Balance Sheets as of August 31, 2012 and 2011 . . . . . . . . . . . . . . . . . . . . . . . . . Page No. 29 30 Consolidated Statements of Operations for each of the three fiscal years in the period ended August 31, 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 Consolidated Statements of Comprehensive Income for each of the three fiscal years in the period ended August 31, 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32 Consolidated Statements of Equity for each of the three fiscal years in the period ended August 31, 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33 Consolidated Statements of Cash Flows for each of the three fiscal years in the period ended August 31, 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34 35 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, comprehensive income, equity and cash flows present fairly, in all material respects, the financial position of Chase Corporation and its subsidiaries at August 31, 2012 and 2011, and the results of their operations and their cash flows for each of the three years in the period ended August 31, 2012 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, 2012, 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. As described in ‘‘Management’s Report on Internal Control over Financial Reporting,’’ included in Item 9A, management has excluded NEPTCO, Inc. from its assessment of internal control over financial reporting as of August 31, 2012, because it was acquired by the Company in a business combination during the fiscal year ended August 31, 2012. We have also excluded NEPTCO, Inc. from our audit of internal control over financial reporting. NEPTCO, Inc. is a wholly-owned subsidiary whose total assets and revenues represent 39% and 10%, respectively, of the related consolidated financial statement amounts as of and for the year ended August 31, 2012. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Boston, MA November 14, 2012 29 CHASE CORPORATION CONSOLIDATED BALANCE SHEETS In thousands, except share and per share amounts ASSETS Current Assets Cash & cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accounts receivable, less allowance for doubtful accounts of $817 and $473 . . . . . . . Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Prepaid expenses and other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Assets held for sale (Note 19) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Property, plant and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other Assets Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Intangible assets, less accumulated amortization of $12,847 and $10,374 . . . . . . . . Cash surrender value of life insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Restricted investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . August 31, 2012 2011 $ 15,180 31,621 32,323 1,810 — 2,855 83,789 49,279 $ 14,982 19,103 20,841 1,502 1,004 559 57,991 28,594 38,793 36,363 7,145 874 — 244 18,060 16,185 6,915 740 332 92 $216,487 $128,909 LIABILITIES AND EQUITY Current Liabilities Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accrued payroll and other compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accrued income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Current portion of long-term debt $ 11,559 5,219 6,005 1,892 5,600 $ Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Long-term debt, less current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accumulated pension obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30,275 64,400 1,775 7,702 92 12,598 7,276 2,624 4,237 1,387 4,400 19,924 8,267 1,597 6,713 528 — Commitments and Contingencies (Notes 6, 8 and 20) Equity First Serial Preferred Stock, $1.00 par value: Authorized 100,000 shares; none issued . . Common stock, $.10 par value: Authorized 20,000,000 shares; 9,001,582 shares at August 31, 2012 and 8,952,910 shares at August 31, 2011 issued and outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accumulated other comprehensive loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Chase Corporation stockholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-controlling interest related to NEPTCO joint venture (Note 15) Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 900 12,109 (5,030) 90,146 98,125 1,520 99,645 895 10,678 (3,666) 83,973 91,880 — 91,880 Total liabilities and equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $216,487 $128,909 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, 2012 2011 2010 Revenues Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Royalties and commissions . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 146,494 2,425 $ 120,918 2,122 $ 117,079 1,664 148,919 123,040 118,743 Costs and Expenses Cost of products and services sold . . . . . . . . . . . . . . . . . . . . . . . Selling, general and administrative expenses . . . . . . . . . . . . . . . . Acquisition related costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101,249 30,172 3,206 14,292 (398) 102 Income from continuing operations before income taxes . . . . . . . . . . 13,996 Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income from continuing operations, net of taxes . . . . . . . . . . . . . . . Income from discontinued operations, net of tax of $900 . . . . . . . . . Gain on sale of discontinued operations, net of tax of $283 . . . . . . . Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Add: net loss attributable to non-controlling interest, net of tax of $43 Net income attributable to Chase Corporation . . . . . . . . . . . . . . . . . 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 . . . . . . . $ $ $ $ $ $ 4,732 9,264 — — 9,264 74 9,338 1.03 — 1.03 1.03 — 1.03 $ $ $ $ $ $ 80,317 26,780 — 15,943 (196) 426 16,173 5,242 10,931 — — 10,931 — 10,931 1.22 — 1.22 1.22 — 1.22 $ $ $ $ $ $ 74,828 26,717 434 16,764 (360) 52 16,456 5,730 10,726 1,361 429 12,516 — 12,516 1.22 0.20 1.42 1.21 0.20 1.41 Weighted average shares outstanding Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,761,262 8,786,750 8,721,452 8,763,808 8,554,164 8,624,270 See accompanying notes to the consolidated financial statements. 31 CHASE CORPORATION CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME In thousands, except share and per share amounts Years Ended August 31, 2012 2011 2010 Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 9,264 $10,931 $12,516 Other comprehensive income: Net unrealized gain (loss) on restricted investments, net of tax . . . . . . . . . . . Change in funded status of pension plans, net of tax . . . . . . . . . . . . . . . . . . Foreign currency translation adjustment . . . . . . . . . . . . . . . . . . . . . . . . . . . 33 (493) (904) 35 (389) 1,418 Total other comprehensive income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . (1,364) 1,064 9 (127) (1,049) (1,167) Comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Comprehensive loss attributable to non-controlling interest, net of tax . . . . . . . . 7,900 74 11,995 — 11,349 — Comprehensive income attributable to Chase Corporation . . . . . . . . . . . . . . . . $ 7,974 $11,995 $11,349 See accompanying notes to the consolidated financial statements. 32 CHASE CORPORATION CONSOLIDATED STATEMENTS OF EQUITY In thousands, except share and per share amounts 3 3 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Balance at August 31, 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Restricted stock grants, net of forfeitures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Amortization of restricted stock grants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Amortization of stock option grants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Common stock issuance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-controlling Interest—NEPTCO joint venture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 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 $297 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign currency translation adjustment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net unrealized gain on restricted investments, net of tax of $20 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Common Stock Shares Amount 8,714,431 61,224 $871 6 45,000 14,200 (53,867) 5 1 (5) Additional Paid-In Capital $ 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) 8,952,910 98,135 $895 10 2,205 (51,668) (5) $ 9,210 (13) 1,138 530 14 379 (384) (37) (159) $10,678 (10) 1,448 563 29 209 (808) Accumulated Other Comprehensive Income (loss) Chase Retained Earnings Stockholders’ Minority Interest Equity Total Equity $(3,563) $65,416 (127) (1,049) 9 (1,759) 12,516 $(4,730) $76,173 (389) 1,418 35 (3,131) 10,931 $(3,666) $83,973 (493) (904) 33 (3,165) 9,338 $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 $91,880 — 1,448 563 29 209 (813) (3,165) (493) (904) 33 9,338 $ — $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 1,594 $ — $91,880 — 1,448 563 29 1,594 209 (813) (3,165) (493) (904) 33 9,264 (74) Balance at August 31, 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,001,582 $900 $12,109 $(5,030) $90,146 $98,125 $1,520 $99,645 See accompanying notes to the consolidated financial statements. CHASE CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOW Dollars in thousands Years Ended August 31, 2012 2011 2010 CASH FLOWS FROM OPERATING ACTIVITIES Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Adjustments to reconcile net income to net cash provided by operating $ 9,264 $ 10,931 $ 12,516 activities Loss (gain) on sale of assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gain on sale of discontinued operations . . . . . . . . . . . . . . . . . . . . . . . Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inventory step-up to fair value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Provision for losses on accounts receivable . . . . . . . . . . . . . . . . . . . . . Stock based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Realized gain on restricted investments . . . . . . . . . . . . . . . . . . . . . . . . Increase (decrease) in cash surrender value life insurance . . . . . . . . . . . Pension settlement loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32 — 3,172 2,716 828 155 2,040 (22) (37) (550) (209) (1,442) (1,717) 942 (55) (2,683) 926 408 178 (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 3,039 347 178 2,220 (7) 24 — 196 (655) (5,455) (4,910) (1,862) 1,765 1,825 (228) (9) Net cash provided by operating activities . . . . . . . . . . . . . . . . . . . . 13,946 9,303 11,346 CASH FLOWS FROM INVESTING ACTIVITIES Purchases of property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . Purchases of intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Contingent purchase price paid for acquisition . . . . . . . . . . . . . . . . . . . . . Payments for acquisitions, net of cash acquired . . . . . . . . . . . . . . . . . . . . Net proceeds from sale of fixed assets . . . . . . . . . . . . . . . . . . . . . . . . . . Net proceeds from sale of discontinued operations . . . . . . . . . . . . . . . . . . Net contributions from restricted investments . . . . . . . . . . . . . . . . . . . . . . Payments for cash surrender value life insurance . . . . . . . . . . . . . . . . . . . (5,230) (74) (358) (62,217) 1,032 — (60) (183) (4,496) — (272) (3,572) — (295) — (25,592) — 11 12,689 1,478 (16) (54) (543) (839) Net cash used in investing activities . . . . . . . . . . . . . . . . . . . . . . . (67,090) (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 from stock based compensation . . . . . . . . . . . . . . . . . 79,331 (22,054) (3,165) — (813) 209 Net cash (used in) provided by financing activities . . . . . . . . . . . . . . 53,508 INCREASE (DECREASE) IN CASH . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Effect of foreign exchange rates on cash . . . . . . . . . . . . . . . . . . . . . . . . . . CASH, BEGINNING OF PERIOD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 364 (166) 14,982 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 CASH, END OF PERIOD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $15,180 $ 14,982 $ 17,340 See note 13 for supplemental cash flow information including non-cash financing and investing activities See accompanying notes to the consolidated financial statements. 34 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) laminated film foils, composite strength elements, anti-static packaging tape and pulling tapes for the electronics and cable industries; (iii) moisture protective coatings, which are sold to the electronics industry including circuitry used in automobiles and home appliances; (iv) 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; (v) pulling and detection tapes used in the installation, measurement and location of fiber optic cables, water and natural gas lines, and power, data, and video cables for commercial buildings; (vi) cover tapes with reliable adhesive and anti-static properties essential to delivering semiconductor components via tape and reel packaging; and (vii) flexible, rigid and semi-rigid fiber optic strength elements designed to allow fiber optic cables to withstand mechanical and environmental strain and stress, produced by NEPTCO’s joint venture. 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 16 for additional information on the sale of this business. 35 CHASE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) In thousands, except share and per share amounts 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 cash dividend announced on October 23, 2012 of $0.40 per share to shareholders of record on November 2, 2012 payable on December 5, 2012, the Company is not aware of any other events or transactions that occurred subsequent to the balance sheet date but prior to filing that would require recognition or disclosure in its consolidated financial statements. 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. 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, 36 CHASE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) In thousands, except share and per share amounts 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 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 $874 and $740 at August 31, 2012 and 2011, 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 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 $48 and $73 at August 31, 2012 and 2011, 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, or upon receipt by the customer. If a loss is anticipated on any contract, a provision for the entire loss is made immediately. Revenue recognition involves judgments and 37 CHASE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) In thousands, except share and per share amounts 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 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. In addition, the Company offers certain sales incentives based on sales levels. 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 $2,958, $2,452 and $1,748 for the years ended August 31, 2012, 2011 and 2010, respectively. Pension Plan The Company accounts for its pension plans 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 2012, 2011 and 2010 was $2,041, $1,682 and $2,220 respectively. 38 CHASE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) In thousands, except share and per share amounts 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, 2012 and 2011. There were no options granted during the fiscal year ended August 31, 2010. Expected Dividend yield . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Expected life . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Expected volatility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Risk-free interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.3% 6.0 years 30.0% 2.2% 2.0% 6.0 years 30.0% 2.5% 2012 2011 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 businesses 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 business 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 The Company has unvested share-based payments awards with a right to receive nonforfeitable dividends which are considered participating securities under ASC Topic 260, ‘‘Earnings Per Share’’ (‘‘ASC 260’’). The Company allocates earnings to participating securities and computes earnings per share using the two class method. 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 plans. Non-controlling Interest A legal entity is subject to the consolidation rules of ASC Topic 810, ‘‘Consolidations’’ (‘‘ASC 810’’) if the total equity investment at risk is not sufficient to permit the legal entity to finance its activities without additional subordinated financial support or the equity investors lack certain specified characteristics of a controlling financial 39 CHASE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) In thousands, except share and per share amounts interest. Based on the criteria in ASC 810, the Company determined that its joint venture agreement qualifies as a Variable Interest Entity (‘‘VIE’’). The purpose of the joint venture is to combine the elements of NEPTCO’s and the joint venture partner’s (an otherwise unrelated party) fiber optic strength businesses. Under ASC 810, a reporting entity shall consolidate a VIE when that reporting entity has a variable interest (or combination of variable interests) that provides the reporting entity with a controlling financial interest. The reporting entity shall be deemed to have a controlling financial interest in a VIE if it has both of the following characteristics: a) the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance; and b) the obligation to absorb losses or right to receive benefits from the VIE that could potentially be significant to the VIE. The reporting entity that consolidates a VIE is called the ‘‘primary beneficiary’’ of that VIE. The Company determined that it is the primary beneficiary of the VIE primarily due to Chase directing the activities that most significantly impact the VIE’s economic performance, which is the actual management and operating of the joint venture and having the obligation to absorb losses and the right to receive benefits from the VIE that could potentially be significant to the VIE through our equity investment in the VIE. As a result, the Company has consolidated the VIE in its Consolidated Financial Statements. Segments The Segment Reporting topic of the FASB codification establishes standards for reporting information about operating segments. The Company is organized into two operating segments, an Industrial Materials segment and a Construction Materials segment. The basis for this segmentation is distinguished by the nature of the products and how they are delivered to their respective markets. The Industrial Materials segment reflects specified products that are used in or integrated into another company’s product with demand dependent upon general economic conditions. Industrial Materials products include insulating and conducting materials for wire and cable manufacturers, moisture protective coatings for electronics and printing services, laminated durable papers, and flexible composites and laminates for the aerospace, packaging and industrial laminate markets. Effective with its acquisition in June 2012, the full listing of NEPTCO products and services will be included in the Industrial Materials segment. 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 May 2011, the Financial Accounting Standards Board (‘‘FASB’’) issued Accounting Standards Update (‘‘ASU’’) No. 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards (‘‘ASU 2011-04’’). This clarifies existing fair value measurement and disclosure requirements, amends certain fair value measurement principles and requires additional disclosures about fair value measurements. ASU 2011-04 is effective for interim and annual periods beginning after December 15, 2011. The adoption of ASU 2011-04 did not have an impact on the Company’s consolidated financial position, results of operations or cash flows as it only required additional footnote disclosures. 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. The items that must be reported in other comprehensive income were not changed. In December 2011, the FASB issued ASU No. 2011-12, ‘‘Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05,’’ (‘‘ASU 2011-12’’) which amends ASU 2011-05 by indefinitely deferring the requirement under ASU 2011-05 to present reclassification adjustments out of accumulated other 40 CHASE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) In thousands, except share and per share amounts comprehensive income by component in both the statement in which net income is presented and the statement in which other comprehensive income is presented. The Company adopted ASU 2011-05 with retrospective application as required, except for the components of ASU 2011-05 which were indefinitely deferred by ASU 2011-12, and has included in these consolidated financial statements separate statements of comprehensive income. The adoption of ASU 2011-05 did not have an impact on the Company’s consolidated financial position, results of operations or cash flows as it only required 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 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. The adoption of ASU 2011-08 did not have an impact on the Company’s consolidated financial position, results of operations or cash flows. Note 2—Inventories Inventories consist of the following as of August 31, 2012 and 2011: Raw materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Work in process . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Finished goods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $12,388 7,384 12,551 $10,206 3,568 7,067 Total Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $32,323 $20,841 2012 2011 Note 3—Property, Plant and Equipment Property, plant and equipment consist of the following as of August 31, 2012 and 2011: 2012 2011 Property, Plant and Equipment Land and improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Buildings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Machinery and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Leasehold improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Construction in progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 5,734 20,373 43,738 2,160 5,811 $ 4,347 14,763 30,803 2,651 4,473 Accumulated depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77,816 (28,537) 57,037 (27,439) Property, plant and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . $ 49,279 $ 29,598 The majority of construction in progress relates to the following on-going projects: (1) continued renovations of our facility in Blawnox, PA as we continue with the move of a portion of our Randolph, MA operations to this facility by December 2012; and (2) machinery and equipment upgrades and enhancements at the NEPTCO manufacturing facilities in order to improve operational efficiency. 41 CHASE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) In thousands, except share and per share amounts 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 was equal to the rental payments over the life of the lease. The Company had been accounting for this sale leaseback transaction under the deposit method due to its continued involvement in the form of providing this permanent financing to the buyer. The Company provided this recourse financing to the buyer whereby the only recourse it had was to take back control and ownership of the leased asset. Under the deposit method, the Company continued to report the property on its balance sheet and recorded depreciation expense as a period cost in its statement of operations. Deposits received in the form of cash from the buyer, totaling $425, were being reported as a deposit on the contract and were previously included on the 2011 fiscal year-end balance sheet in other non-current liabilities. The remainder of the $4,250 sales price ($3,825) was due at various dates over the term of the 49 month lease, of which $3,400 was due at the end of the lease term in July 2013. In the quarter ending November 30, 2011, the purchaser notified the Company that it would be unable to make any additional payments under the terms of the purchase agreement and seller financing arrangement. As a result, the Company took back control and ownership of the leased asset and recognized the $425 in deposit payments as income in the quarter ended November 30, 2011 (fiscal 2012). Note 4—Goodwill and Intangible Assets The changes in the carrying value of goodwill, by reportable segment, are as follows: Balance at August 31, 2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Acquisition of Paper Tyger—additional earnout . . . . . . . . . . . . . . . . . . . Acquisition of Metronelec assets—additional earnout . . . . . . . . . . . . . . . FX translation adjustment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Balance at August 31, 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Acquisition of NEPTCO, Inc. Acquisition of Capital Services—additional earnout . . . . . . . . . . . . . . . . Acquisition of Paper Tyger—additional earnout . . . . . . . . . . . . . . . . . . . Acquisition of Metronelec assets—additional earnout . . . . . . . . . . . . . . . FX translation adjustment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Construction Materials Industrial Materials Consolidated $10,648 — — 13 $10,661 — 87 — — (8) $ 6,789 57 215 338 $ 7,399 20,676 — 68 203 (293) $17,437 57 215 351 $18,060 20,676 87 68 203 (301) Balance at August 31, 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $10,740 $28,053 $38,793 The Company’s goodwill is allocated to each reporting unit 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. Goodwill impairment exists when the carrying amount of goodwill exceeds its fair value. Assessments of possible impairment of goodwill are made when events or changes in circumstances indicate that the carrying value of the asset may not be recoverable through future operations. Additionally, testing for possible impairment of recorded goodwill and certain intangible asset balances is required annually. The amount and timing of any impairment charges based on these assessments require the estimation of future cash flows and the fair market value of the related assets based on management’s best estimates of certain key factors, including future selling prices and volumes; operating, raw material and energy costs; and various other projected operating and economic factors. When testing, fair values of the reporting units and the related implied fair values of their respective goodwill are established using public company analysis and discounted cash flows. The Company performs impairment reviews annually each fourth quarter (as of its fiscal year end, August 31st) and whenever events or circumstances indicate the carrying value of goodwill may not be recoverable. For fiscal 2012, the Company’s review indicated no impairment of goodwill. 42 CHASE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) In thousands, except share and per share amounts As of August 31, 2012, the Company had a total goodwill balance of $38,793 related to its acquisitions, of which $1,684 remains deductible for income taxes. Intangible assets subject to amortization consist of the following as of August 31, 2012 and 2011: Weighted-Average Amortization Period Gross Carrying Value Accumulated Amortization Net Carrying Value August 31, 2012 Patents and agreements . . . . . . . . . . . . . . . . . . Formulas . . . . . . . . . . . . . . . . . . . . . . . . . . . . Trade names . . . . . . . . . . . . . . . . . . . . . . . . . Customer lists and relationships . . . . . . . . . . . . . 12.1 years 9.1 years 5.7 years 10.2 years 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 $ 2,849 5,791 6,360 34,210 $49,210 $ 2,243 3,589 1,413 19,314 $26,559 $ 2,177 1,683 1,022 7,965 $ 672 4,108 5,338 26,245 $12,847 $36,363 $ 2,175 1,318 693 6,188 $ 68 2,271 720 13,126 $10,374 $16,185 Aggregate amortization expense related to intangible assets for the years ended August 31, 2012, 2011 and 2010 was $2,716, $2,309 and $3,039, respectively. As of August 31, 2012 estimated amortization expense for each of the five succeeding fiscal years is as follows: Years ending August 31, 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 4,977 4,910 4,712 4,650 4,213 $23,462 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, 2012 and 2011, secured by the policies, with the following carriers as of August 31, 2012 and 2011: John Hancock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Manufacturers’ Life Insurance Company . . . . . . . . . . . . . . . . . . . . . . . . . Metropolitan Life Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other life insurance carriers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2012 2011 $4,343 954 1,768 80 $4,182 890 1,763 80 $7,145 $6,915 Subject to periodic review, the Company intends to maintain these policies through the lives or retirement of the insureds. 43 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, 2012 and 2011: Term note payable to bank in 19 quarterly installments beginning in September 2012. The principal amount of the quarterly installments is $1,400 through June 2014, increasing to $1,750 per quarter thereafter through June 2015, and to $2,100 per quarter thereafter through March 2017. Interest is payable monthly at LIBOR rate plus 175 to 225 basis points, based upon the Company’s consolidated leverage ratios (effective interest rate of 2.25% at August 31, 2012). Quarterly principal payments will continue through March 2017, and Chase will repay the remaining principal balance plus any interest due on the term note maturity date of June 27, 2017. . . . . . . . . . . . . . . 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. In November 2011, the Company executed an amendment to this Term note, extending the maturity date from August 31, 2012 to August 31, 2014. The Term Note was retired in June 2012. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 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, to be paid annually with each principal payment. Balance paid off in August 2012. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 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. In February 2012, the Company executed an amendment to this Term Loan, extending the maturity from December 15, 2012 to December 15, 2014. The Term Loan was retired in June 2012. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Less portion payable within one year classified as current . . . . . . . . . . . 2012 2011 $70,000 $ — — 6,000 — 2,000 — 4,667 70,000 (5,600) 12,667 (4,400) Long-term debt, less current portion . . . . . . . . . . . . . . . . . . . . . . . . . . $64,400 $ 8,267 As part of the financing for the NEPTCO acquisition, the Company retired all of its pre-existing debt with Bank of America and RBS Citizens. Additionally, the Company obtained a new revolving line of credit totaling $15,000 which replaced the previously existing $10,000 line. The revolving line of credit bears interest at London Interbank Offered Rate (LIBOR) plus a range of 1.75% to 2.25%, depending on the consolidated leverage ratio of Chase Corporation, or, at our option, at the bank’s base lending rate. As of August 31, 2012 and October 31, 2012, the entire amount of $15,000 was available for use. The revolving line of credit is scheduled to mature in June 2017. This revolving line of credit allows for increased flexibility for working capital requirements going forward, and we plan to use this availability to help finance our cash needs, including potential acquisitions, in fiscal 2013 and future periods. The credit facility contains customary affirmative and negative covenants that, among other things, restrict our ability to incur additional indebtedness. It also requires us to maintain a ratio of consolidated indebtedness to consolidated EBITDA (each as defined in the facility) of no more than 3.00 to 1.00, and to maintain a consolidated fixed charge coverage ratio (as calculated in the facility) of at least 1.25 to 1.00. We were in compliance with our debt covenants as of August 31, 2012. 44 CHASE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) In thousands, except share and per share amounts Note 7—Income Taxes Domestic and foreign pre-tax income for the years ended August 31, 2012, 2011 and 2010: United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $12,767 1,229 $14,419 1,754 $13,433 3,023 $13,996 $16,173 $16,456 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 for the years ended August 31, 2012, 2011 and 2010: Year Ended August 31, 2012 2011 2010 Year Ended August 31, 2012 2011 2010 Current: Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $5,073 392 287 $4,536 210 1,039 $ 6,033 823 953 Total current income tax provision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,752 5,785 7,809 Deferred: Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (860) (150) (10) Total deferred income tax benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,020) (47) 2 (498) (543) (1,692) (238) (149) (2,079) Total income tax provision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $4,732 $5,242 $ 5,730 The Company’s combined federal, state and foreign effective tax rates on income from continuing operations for fiscal 2012, 2011 and 2010, net of offsets generated by federal, state and foreign tax benefits, were approximately 33.8%, 32.4% and 34.8%, 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, 2012, 2011 and 2010: Year Ended August 31, 2012 2011 2010 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Transaction costs not deductible . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Research credit generated . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.1% 2.2% 1.1% (3.5)% (3.0)% (1.6)% (0.6)% (0.7)% (1.2)% 0.9% — (1.3)% 2.6% — — (0.8)% (0.7)% (0.1)% (0.4)% 0.7% 1.3% Effective income tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33.8% 32.4% 34.8% 45 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, 2012 2011 2010 Current income tax provision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 5,752 $ 5,785 $ 7,809 Deferred provision (benefit): Allowance for doubtful accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Pension expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Loan finance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accruals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Warranty reserve . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Restricted stock grant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Unrepatriated earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign taxes net of unrepatriated earnings . . . . . . . . . . . . . . . . . . . . . . . . . Foreign amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (39) (640) 446 (70) (116) (177) (56) (701) (74) (133) 497 (134) 177 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 benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,020) (543) (2,079) Total income tax provision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 4,732 $ 5,242 $ 5,730 46 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, 2012 2011 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 314 1,032 1,436 82 2,864 (9) (9) Current deferred tax assets, net . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,855 94 435 43 25 597 (38) (38) 559 Noncurrent: Deferred tax assets: Pension accrual . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Loan finance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Unrealized gain/loss on restricted investments . . . . . . . . . . . . . . . . Restricted stock grants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non qualified stock options . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign tax credits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Noncurrent deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,138 724 116 (4) 1,029 16 4,901 39 8,959 2,327 654 — 16 962 16 5,399 208 9,582 Deferred tax liabilities: Unrepatriated earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign intangibles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . (4,901) 18 (16,674) (5,173) (157) (3,920) Noncurrent deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . (21,557) (9,250) Noncurrent deferred tax assets (liabilities), net . . . . . . . . . . . . . . . . . (12,598) Net deferred tax assets (liabilities) . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (9,743) $ 332 891 A summary of the Company’s adjustments to its uncertain tax positions in fiscal years ended August 31, 2012, 2011 and 2010 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 . . . . . . . . . . . . . . . . . . Increase for amounts recorded in purchase accounting . . . . . . . . . . . . . . . . . . . . . Decreases for settlements with applicable taxing authorities . . . . . . . . . . . . . . . . . Decreases for lapses of statute of limitations . . . . . . . . . . . . . . . . . . . . . . . . . . . 2012 2011 2010 $ 893 19 (176) 465 (21) — $ 887 50 (44) — — — $ 747 100 40 — — — Balance, at end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,180 $ 893 $ 887 47 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 $419 of accrued interest and penalty balances related to uncertain tax positions. This amount includes $106 recorded in purchase accounting. The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. A decrease in accrued interest and penalty charges of approximately $37 was recorded as a tax benefit 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 or as the statute of limitations expires for certain items. The Company estimates that $365 will be reduced over the next 12 months due to the expiration of the statute of limitations. However, an estimated range of the impact on the unrecognized tax benefits from the settlement of tax examinations 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 2008. In addition, the statute of limitations with regard to certain federal tax returns of the entities acquired in the NEPTCO acquisition remains open for 2004 and 2005. For foreign jurisdictions, the statute of limitations remains open in the UK for fiscal years subsequent to 2008 and in France for fiscal years subsequent to 2011. Note 8—Capital and Operating Leases The Company is obligated under various capital and operating leases, primarily for real property and equipment. Future minimum lease payments under non-cancelable operating leases (with initial or remaining lease terms in excess of one year), and the present value of future minimum capital lease payments as of August 31, 2012, are as follows: Year ending August 31, 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2018 and thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total future minimum lease payments . . . . . . . . . . . . . . . . . . Less: interest (at rates ranging from 4% to 8%) . . . . . . . . . . . Less: current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Future Capital Lease Payments Future Operating Lease Payments $ 827 807 706 675 663 4,406 $8,084 $ 40 16 16 7 — — $ 79 (6) $ 73 (36) $ 37 Total rental expense for all operating leases amounted to $1,178, $1,103 and $950 for the years ended August 31, 2012, 2011 and 2010, respectively. 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. NEPTCO has two 401(k) savings plans, one for union employees and one for non-union employees. Under these plans, substantially all employees of NEPTCO are eligible to participate by making before-tax contributions to 48 CHASE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) In thousands, except share and per share amounts these plans. Participants may elect to defer between 1% and 10% of their annual compensation. The Company may contribute $0.75 for each $1.00 of participant deferrals up to 3% of the non-union participant’s compensation. The Company may match union employee contributions by $0.50 for each $1.00 of participant deferrals up to 3% of the participant’s compensation. The Company’s contribution expense for all 401(k) plans was $294, $297 and $330 for the years ended August 31, 2012, 2011 and 2010, respectively. 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 $874 and $740 at August 31, 2012 and 2011, 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 (‘‘Qualified Plan’’) and an unfunded supplemental plan (‘‘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 Qualified Plan assets consist of separate pooled investment accounts with a trust company. The measurement date for the plans is August 31, 2012. Effective December 1, 2008, a soft freeze in the Qualified Plan was adopted whereby no new employees hired will be admitted to the Qualified Plan, with the exception of the International Association of Machinists and Aerospace Workers Union whose contract was amended recently to include a soft freeze whereby any employees hired after the effective date of July 15, 2012 will not be admitted to the plan. All eligible participants who were previously admitted to the plan prior to the December 1, 2008 and July 15, 2012 soft freeze dates, respectively, will continue to accrue benefits as detailed in the plan agreements. NEPTCO has a defined benefit pension plan (‘‘NEPTCO Pension Plan’’) covering substantially all of its union employees at its Pawtucket facility. This plan was frozen effective October 31, 2006, and as a result, no new participants can enter the plan and the benefits of current participants were frozen as of that date. The benefits are based on years of service and the employee’s average compensation during the earlier of five years before retirement, or October 31, 2006. The NEPTCO Pension Plan assets consist of separate pooled investment accounts with a trust company. Effective with the acquisition, the measurement date for the NEPTCO Pension Plan is August 31, 2012. The following tables reflect the status of the Company’s pension plans for the years ended August 31, 2012, 2011 and 2010: Change in benefit obligation Year Ended August 31, 2012 2011 2010 Projected benefit obligation at beginning of year . . . . . . . . . . . . . . . . . . . . . Projected benefit obligation for Neptco pension plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Service cost Interest cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Actuarial (gain) loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Settlements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Benefits paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $13,953 1,806 482 532 — 1,908 (1,316) (43) $12,044 — 526 430 — 1,013 — (60) $11,185 — 494 490 — 549 — (674) Projected benefit obligation at end of year . . . . . . . . . . . . . . . . . . . . . . . . $17,322 $13,953 $12,044 49 CHASE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) In thousands, except share and per share amounts Year Ended August 31, 2012 2011 2010 Change in plan assets Fair value of plan assets at beginning of year . . . . . . . . . . . . . . . . . . . . . . . Fair value of Neptco pension plan assets . . . . . . . . . . . . . . . . . . . . . . . . . Actual return on plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Employer contribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Settlements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Benefits paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 7,235 884 752 1,893 (1,316) (43) $ 6,022 — 519 754 — (60) $ 5,495 — 451 750 — (674) Fair value of plan assets at end of year . . . . . . . . . . . . . . . . . . . . . . . . . . $ 9,405 $ 7,235 $ 6,022 Funded status at end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (7,917) $ (6,718) $ (6,022) Amounts recognized in consolidated balance sheets Non-current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ — $ (215) (7,702) — $ (5) (6,713) — — (6,022) Net amount recognized in Consolidated Balance Sheets . . . . . . . . . . . . . . . $ (7,917) $ (6,718) $ (6,022) Actuarial present value of benefit obligation and funded status Accumulated benefit obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Projected benefit obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Plan assets at fair value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $14,735 $17,322 $ 9,405 $11,954 $13,953 $ 7,235 $10,355 $12,044 $ 6,022 Amounts recognized in accumulated other comprehensive Income Prior service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net actuarial loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 82 6,029 $ 156 5,164 $ 230 4,469 Adjustment to pre-tax accumulated other comprehensive income . . . . . . . . . $ 6,111 $ 5,320 $ 4,699 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Effect of settlement on accumulated other comprehensive income . . . . . . . . . $ $ 1,691 (276) — (74) (550) Total recognized in other comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net periodic pension cost 791 1,378 $ 934 (239) — (74) — 621 829 505 (212) — (86) — 207 875 Total recognized in net periodic pension cost and other comprehensive income $ 2,169 $ 1,450 $ 1,082 Estimated amounts that will be amortized from accumulated comprehensive income over the next fiscal year Prior service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net actuarial loss or (gain) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ $ 14 337 $ 74 276 74 239 Prior service cost arose from the amendment of the plan’s benefit schedules to comply with the Tax Reform Act of 1986 and adoption of the unfunded supplemental pension plan. 50 CHASE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) In thousands, except share and per share amounts Components of net periodic pension cost for the fiscal years ended August 31, 2012, 2011 and 2010 included the following: Year Ended August 31, 2012 2011 2010 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 482 532 (536) 74 276 550 $ 526 430 (440) 74 239 — $ 494 490 (407) 86 212 — Net periodic benefit cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,378 $ 829 $ 875 Weighted-average assumptions used to determine benefit obligations as of August 31, 2012 and 2011 are as follows: Discount rate 2012 2011 2010 Qualified plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Supplemental plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Neptco plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.40% 3.14% 3.77% 4.73% 3.00% N/A 4.45% 2.51% N/A Rate of compensation increase Qualified and supplemental plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Neptco plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.50% 0.00% 3.50% N/A 3.50% N/A Weighted-average assumptions used to determine net periodic benefit cost for the years ended August 31, 2012, 2011 and 2010 are as follows: Discount rate Qualified plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Supplemental plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Neptco plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Expected long-term return on plan assets Qualified plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Supplemental plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Neptco plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Rate of compensation increase 2012 2011 2010 4.73% 3.00% 4.08% 8.00% 0.00% 8.00% 4.45% 2.51% N/A 8.00% 0.00% N/A 5.29% 3.38% N/A 8.00% 0.00% N/A Qualified and supplemental plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Neptco plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.50% 0.00% 3.50% N/A 3.50% N/A 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. 51 CHASE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) In thousands, except share and per share amounts 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 $67 for the Qualified Plan and $12 for the Supplemental Plan. For the current fiscal year, the NEPTCO Pension Plan expense is insignificant so sensitivity disclosure is not presented. 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 $74 for the Qualified Plan. No rate of return is assumed for the Supplemental 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. Qualified Plan Assets The investment policy for the Qualified Plan 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. The Qualified 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 Qualified Plan is 8.0%. To determine the expected long-term rate of return on the assets for the Qualified 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 Qualified Plan has the following target allocation and weighted-average asset allocations as of August 31, 2012, 2011 and 2010: Asset Category Equity securities . . . . . . . . . . . . . . . . . . Debt securities . . . . . . . . . . . . . . . . . . . Real estate . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . NEPTCO Pension Plan Assets Target Allocation Range 40-70% 20-50% 0-15% 0-10% 100% Percentage of Plan Assets as of August 31, 2012 54% 39% 5% 2% 100% 2011 53% 42% 5% 0% 100% 2010 44% 50% 5% 1% 100% The investment policy for the NEPTCO Pension Plan 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 plan as these obligations come due. The primary investment 52 CHASE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) In thousands, except share and per share amounts objectives include maximization of return within reasonable and prudent levels of risk, provision of returns comparable to returns for similar investment options, provision of exposure to a wide range of investment opportunities in various asset classes and vehicles, control administrative and management costs, provision of appropriate diversification within investment vehicles, and govern investment manager’s adherence to stated investment objectives and style. 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. The NEPTCO Pension Plan assets are invested in a diversified mix of fixed income, and both domestic and foreign equity investments. The ongoing monitoring of investments is a regular and disciplined process and confirms that the criteria remain satisfied. The process of monitoring investment performance relative to specified guidelines is consistently applied. The Company’s expected return for the NEPTCO Pension Plan is 8.0%. To determine the expected long-term rate of return on the assets for the NEPTCO 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. The NEPTCO Pension Plan has the following target allocation and weighted-average asset allocations as of August 31, 2012: Asset Category Equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Debt securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Target Allocation Range 20-65% 35-80% Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100% Percentage of Plan Assets as of August 31, 2012 50% 50% 100% Fair Market Value of Pension Plan Assets 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, 2012 and 2011 by asset category: Fair value measurements at August 31, 2012 using: Fair value measurements at August 31, 2011 using: Quoted prices in active markets (Level 1) Significant other Significant observable unobservable inputs (Level 2) inputs (Level 3) August 31, 2011 Quoted prices in active markets (Level 1) Significant other Significant observable unobservable inputs (Level 2) inputs (Level 3) August 31, 2012 Asset Category Equity securities . . . Debt securities . . . . Real estate . . . . . . Other . . . . . . . . . . $5,013 3,745 420 227 Total . . . . . . . . . $9,405 $4,567 3,037 — — $7,604 $ 446 708 420 227 $1,801 $— — — — $— $3,845 3,029 361 — $7,235 $3,845 2,812 — — $6,657 $ — 217 361 — $578 $— — — — $— 53 CHASE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) In thousands, except share and per share amounts 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. Estimated Future Benefit Payments The following pension benefit payments (which include expected future service) are assumed to be paid in each of the following fiscal years based on the participants normal retirement age: Year ending August 31, Pension Benefits 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2018-2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $8,137 406 294 297 282 $2,714 The Company contributed $1,893, $754 and $750 to fund its obligations under the pension plans for the years ended August 31, 2012, 2011 and 2010, respectively. The Company plans to make the necessary contributions during fiscal 2013 to ensure their pension plans continue 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 for grant 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 were issued as non-qualified stock options. Options granted under the 2001 Plans generally vest over a period ranging from three to five years and expire after ten years. The Company is no longer granting equity awards under the 2001 Plans. 54 CHASE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) In thousands, except share and per share amounts Restricted Stock Employees and Executive Management 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 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. This restricted stock vested and was 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 issued in the form of common stock on August 31, 2011 upon vesting. Compensation expense was 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 issued in the form of common stock on August 31, 2012 upon vesting. Compensation expense was 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. In addition to the stock option component described below, the plan contained 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 and with compensation expense 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, and with compensation expense 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. 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. 55 CHASE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) In thousands, except share and per share amounts In August 2011, the Board of Directors of the Company approved the fiscal year 2012 LTIP for the executive officers. The fiscal 2012 LTIP is an equity based plan with a grant date of September 1, 2011. In addition to the stock option component described below, the plan contained the following restricted stock components: (a) a performance and service based restricted stock grant of 33,798 shares in the aggregate, subject to adjustment, with a vesting date of August 31, 2014 and with compensation expense recognized on a ratable basis over the vesting period based on quarterly probability assessments; and (b) a time-based restricted stock grant of 16,899 shares in the aggregate, and a vesting date of August 31, 2014, and with compensation expense recognized on a ratable basis over the vesting period. Based on the fiscal year 2012 financial results, 33,798 additional shares of restricted stock (total of 67,596 shares) were earned and granted subsequent to the end of fiscal year 2012 in accordance with the performance measurement criteria. No further performance-based measurements apply to this award. In August 2011, the Board of Directors of the Company approved a plan for issuing a time-based restricted stock grant of 5,037 shares in the aggregate to certain non-executive officer employees, with an issue date of September 1, 2011 and a vesting date of August 31, 2014. Compensation expense is being recognized on a ratable basis over the vesting period. In December 2011, restricted stock in the amount of 1,887 shares related to the April 2011 grant was forfeited in conjunction with the termination of employment of a non-executive officer of the Company. In March 2012, the Board of Directors of the Company approved a plan for issuing a time-based restricted stock grant of 1,368 shares to a non-executive officer employee, with an issue date of March 8, 2012 and a vesting date of August 31, 2012. Compensation expense was recognized on a ratable basis over the vesting period. Non-Employee Board of Directors 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. 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 $25 per director, with additional amounts payable for committee chairperson responsibilities, each 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. In addition, any portion of a director’s cash retainer may be taken in the form of equity, at the director’s election. 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 vested at the conclusion of this service period. Compensation was recognized on a ratable basis over the twelve month vesting period. In February 2012, non-employee members of the Board received a total grant of 10,085 shares of restricted stock for service for the period from January 31, 2012 through January 31, 2013. 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 56 CHASE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) In thousands, except share and per share amounts 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 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. In August 2011, the Board of Directors of the Company approved the fiscal year 2012 LTIP for the executive officers. The fiscal 2012 LTIP is an equity based plan with a grant date of September 1, 2011 and included options to purchase 59,493 shares of common stock in the aggregate. Each of these options has an exercise price of $12.77 per share, and will vest in three equal annual allotments beginning on August 31, 2012 and ending on August 31, 2014. The options will expire on August 31, 2021. Compensation expense is being recognized over the period of the award on an annual basis consistent with the vesting terms. In August 2011, the Board of Directors of the Company authorized a grant of stock options with a grant date of September 1, 2011 to certain non-executive officer employees to purchase 20,883 shares of common stock in the aggregate with an exercise price of $12.77 per share. The options will vest in three equal annual allotments beginning on August 31, 2012 and ending on August 31, 2014. The options will expire on August 31, 2021. Compensation expense is being recognized over the period of the award on an annual basis consistent with the vesting terms. In March 2012, the Board of Directors of the Company authorized a grant of stock options to a non-executive officer employee to purchase 6,630 shares of common stock with an exercise price of $14.62 per share. The options will vest in three equal annual allotments beginning on March 8, 2013 and ending on March 8, 2015. The options will expire on March 8, 2022. 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, 2012: Options Outstanding Options Exercisable Exercise Prices Number Outstanding $11.15 . . . . . . . . . . . . . . . . . $12.70 . . . . . . . . . . . . . . . . . $12.77 . . . . . . . . . . . . . . . . . $14.62 . . . . . . . . . . . . . . . . . $16.53 . . . . . . . . . . . . . . . . . 150,000 62,425 80,376 6,630 258,451 Weighted Avg. Remaining Contractual Life 7.0 years 8.0 years 9.0 years 9.5 years 5.9 years 557,882 7.6 years Weighted Average Exercise Price Aggregate Intrinsic Value Number Weighted Average Exercisable Exercise Price Aggregate Intrinsic Value $11.15 12.70 13.70 14.70 16.53 $14.23 $ 768 223 281 11 — 112,500 41,617 26,792 — 2,817 $1,283 183,726 $11.15 12.70 12.77 — 16.53 $11.82 $576 148 94 — — $818 Options are granted with an exercise price that is equal to the closing market value of the Company’s common stock on the day preceding the grant date. 57 CHASE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) In thousands, except share and per share amounts A summary of the transactions of the Company’s stock option plans for the years ended August 31, 2012, 2011 and 2010 is presented below: Non Employee Directors Weighted Average Exercise Price Officers and Employees Weighted Average Exercise Price Options outstanding as of August 31, 2009 . . . . . . . . . . Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Forfeited or cancelled . . . . . . . . . . . . . . . . . . . . . . . . Options outstanding as of August 31, 2010 . . . . . . . . . . Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Forfeited or cancelled . . . . . . . . . . . . . . . . . . . . . . . . Options outstanding as of August 31, 2011 . . . . . . . . . . Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Forfeited or cancelled . . . . . . . . . . . . . . . . . . . . . . . . Options outstanding at August 31, 2012 . . . . . . . . . . . . Options exercisable at August 31, 2012 . . . . . . . . . . . . . 12,500 — (10,000) — 2,500 — (2,500) — — — — — — — $5.25 — 5.25 — $5.25 — 5.25 — 506,000 — (35,000) — 471,000 77,626 (71,000) — $ — 477,626 87,006 — (6,750) 557,882 — — — $ — $ — $12.59 — 5.48 — $13.12 13.45 5.25 — $14.34 12.91 — $16.53 $14.23 183,726 $11.82 The weighted average grant date fair value of options granted in the years ended August 31, 2012 and 2011 was $3.12 and $3.59 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. There were no options exercised in the year ended August 31, 2012. The total pretax intrinsic value of stock options exercised was $844 and $275 for the years ended August 31, 2011 and 2010, respectively. Excluding the common stock currently reserved for issuance upon exercise of the 557,882 outstanding options, there are 161,600 shares of common stock available for future issuance under the Company’s equity compensation plans. The tax benefit / (expense) realized from stock options exercised, vesting of restricted stock and issuance of stock pursuant to grants of restricted stock units was $209, ($37), and ($196) for the years ended August 31, 2012, 2011 and 2010, respectively. As of August 31, 2012, unrecognized expense related to all stock based compensation described above, is $1,536. Note 11—Segment Data The Company is organized into two operating segments, an Industrial Materials segment and a Construction Materials segment. The basis for this segmentation is distinguished by the nature of the products and how they are delivered to their respective markets. The Industrial Materials segment reflects specified products that are used in or integrated into another company’s product with demand dependent upon general economic conditions. Industrial Materials products include insulating and conducting materials for wire and cable manufacturers, moisture protective coatings for electronics and printing services, laminated durable papers, and flexible composites and laminates for the aerospace, packaging and industrial laminate markets. Effective with its acquisition in June 2012, the full listing of NEPTCO products and services is included in the Industrial Materials segment. 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. 58 CHASE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) In thousands, except share and per share amounts The following table summarizes information about the Company’s segments: Years Ended August 31, 2012 2011 2010 Revenues from external customers Industrial Materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Construction Materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 95,988 52,931 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $148,919 $ 75,744 47,296 $123,040 $ 64,645 54,098 $118,743 Income from continuing operations, before taxes Industrial Materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Construction Materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 17,203 (a) 4,393 $ 16,450 (c) 3,972 $ 16,328 (d) 6,367 (e) Total for reportable segments . . . . . . . . . . . . . . . . . . . . . . . Corporate and Common Costs . . . . . . . . . . . . . . . . . . . . . . . . 21,596 (7,600) (b) 20,422 (4,249) 22,695 (6,239) Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 13,996 $ 16,173 $ 16,456 (a) Includes $828 of expenses related to inventory step up in fair value related to the NEPTCO acquisition, and idle facility costs of $270 from our Paterson, NJ and Webster, MA facilities (b) Includes $3,206 in acquisition related expenses (c) Includes idle facility costs of $706 from our Paterson, NJ and Oxford, MA facilities (d) Includes idle facility costs of $392 from our Paterson, NJ and Oxford, MA facilities (e) Includes $434 in acquisition related expenses Total assets Industrial Materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Construction Materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $135,322 53,509 $ 49,306 54,329 Total for reportable segments . . . . . . . . . . . . . . . . . . . . . . . . . Corporate and Common Assets . . . . . . . . . . . . . . . . . . . . . . . . . 188,831 27,656 103,635 25,274 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $216,487 $128,909 As of August 31, 2012 2011 The increase in the Industrial Materials segment at August 31, 2012 over the prior year is primarily due to the inclusion of NEPTCO. Note 12—Export Sales and Foreign Operations Export sales from continuing domestic operations to unaffiliated third parties were $21,204, $19,715 and $18,069 for the years ended August 31, 2012, 2011 and 2010, respectively. The growth in our export sales in fiscal 2012 was due to NEPTCO. The Company’s products are sold world-wide. For the years ended August 31, 2012, 2011 and 2010, sales from its operations located in the United Kingdom accounted for 12%, 12% and 13%, 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, 2012, 2011 and 2010. As of August 31, 2012 and 2011, 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 59 CHASE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) In thousands, except share and per share amounts and leasehold improvements) of $4,488 and $2,796, respectively, located in the United Kingdom. These balances exclude goodwill and intangibles of $11,652 and $13,267, as of August 31, 2012 and 2011, respectively. No other foreign geographic area accounted for more than 10% of the Company’s total assets as of August 31, 2012 and 2011. Note 13—Supplemental Cash Flow Data Supplemental cash flow information for the years ended August 31, 2012, 2011 and 2010 is as follows: Income taxes paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 5,561 $7,465 $ 8,038 2012 2011 2010 Interest paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-cash Investing and Financing Activities Issuance of stock based compensation previously accrued for . . . . . . . . . . . . . Common stock received for payment of stock option exercises . . . . . . . . . . . . . Property, plant & equipment additions included in accounts payable . . . . . . . . . Notes payable to CIM shareholders related to acquisition . . . . . . . . . . . . . . . . Accrual of additional proceeds on sale of business . . . . . . . . . . . . . . . . . . . . $ $ $ $ $ $ 352 $ 276 $ 314 117 — $ — $ $ — $ 386 $ $ 329 152 — 66 — $ — $ 3,000 — $ — $ 1,146 Acquisition of Neptco Inc Current assets (excluding cash) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Property and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accounts payable and accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . Long term liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Minority interest of joint venture partner . . . . . . . . . . . . . . . . . . . . . . . . . . $ 24,948 18,657 20,676 23,165 (10,841) (736) (12,059) (1,593) Cash provided through operating cash and increase in debt . . . . . . . . . . . . . $(62,217) 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 . . . . . . . . . . . . . 60 $ (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) CHASE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) In thousands, except share and per share amounts Note 14—Acquisitions C.I.M. Industries, Inc. (‘‘CIM’’) 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 $10,000 from Bank of America and the $3,000 in notes payable to the five CIM shareholders. The effective 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 Construction Materials 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 included 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 $7,000 from 61 CHASE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) In thousands, except share and per share amounts 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. 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 Construction Materials 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 NEPTCO Incorporated On June 27, 2012, Chase acquired 100% of the capital stock of NEPTCO, a private company based in Pawtucket, RI, whose core products are sold primarily into the broadband communications and electronics packaging industries. NEPTCO operates three manufacturing facilities in the United States and one in China, as well as utilizing distribution facilities in Rotterdam, Netherlands and Mississauga, Ontario to assist in supply chain management. As part of this transaction, the Company also acquired NEPTCO’s 50% ownership stake in a joint venture. The total purchase price for this acquisition, net of cash received, was $62,217, subject to the finalization of purchase accounting, which is nearly complete pending the final working capital true up and deferred tax positions. Any necessary adjustments are not expected to have a significant impact on the financial statements of the Company. The acquisition was funded through a five year term debt bank financing arrangement led and arranged by Bank of America, with participation from RBS Citizens. The applicable interest rate is based on the effective LIBOR plus a range of 1.75% to 2.25%, depending on the consolidated leverage ratio of Chase Corporation. As part of the financing for this acquisition, the Company retired all of its pre-existing debt with Bank of America and RBS Citizens. Additionally, the Company obtained a new revolving line of credit totaling $15,000 which replaced the previously existing $10,000 line, allowing for increased flexibility for working capital requirements going forward. The effective date for this acquisition was June 27, 2012 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 62 CHASE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) In thousands, except share and per share amounts under ASC Topic 805, ‘‘Business Combinations.’’ In accordance with this accounting standard, the Company expensed $3,206 of acquisition related costs during the year ended August 31, 2012. 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 liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Long term liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Minority interest of joint venture partner Amount $ 24,948 18,657 20,676 23,165 (10,841) (736) (12,059) (1,593) Total purchase price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 62,217 The excess of the purchase price over the net tangible and intangible assets acquired resulted in goodwill of $20,676 that is largely attributable to the synergies and economies of scale from combining the operations and technologies of Chase and NEPTCO, particularly as it pertains to the expansion of the Company’s product and service offerings, the established workforce, and marketing efforts. This goodwill is not deductible for income tax purposes. All assets, including goodwill, acquired as part of NEPTCO are included in the Industrial Materials segment. Identifiable intangible assets purchased with this transaction are as follows: Intangible Asset Amount Useful life Customer Relationships . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Trade names . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Technology . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Backlog . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Prepaid patent costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $15,330 4,988 2,267 20 560 10 years 6 years 8 years 4 months 10 years (1) Total intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $23,165 (1) To be amortized once placed in service Supplemental Pro Forma Data (unaudited) The following table presents the pro forma results of the Company for the three and twelve month periods ended August 31, 2012 and 2011, as though the NEPTCO acquisition described above occurred on September 1, 2010. The actual revenues and expenses for the NEPTCO acquisition are included in the Company’s fiscal 2012 consolidated results beginning on June 27, 2012. Revenues and net loss attributable to Chase Corporation for NEPTCO since the acquisition date included in the consolidated statement of operations were $14,826 and $204, respectively. Adjustments have been made for the estimated amortization of intangibles, estimated interest expense in connection with debt financing of the acquisition, acquisition related costs and the income tax impact of the 63 CHASE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) In thousands, except share and per share amounts 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 acquisition had been effective on September 1, 2010. Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net income attributable to the Company . . . . . . . . . . . . . . . . . . Net income attributable to the Company available to common shareholders, per common and common equivalent share Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Three Months Ended August 31, Year Ended August 31, 2012 2011 2012 2011 $58,900 3,590 $57,239 3,903 $226,254 11,779 $216,050 12,659 $ 0.40 $ 0.40 $ 0.43 $ 0.43 $ $ 1.30 1.30 $ $ 1.41 1.40 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. Note 15—Joint Venture As part of the Company’s purchase of NEPTCO, it also acquired NEPTCO’s 50% ownership stake in its financially-controlled joint venture, NEPTCO JV LLC (‘‘JV’’). The JV was originally formed by NEPTCO and a joint venture partner, an otherwise unrelated party, (collectively, the ‘‘Members’’) in 2003, whereby each member’s fiber optic strength elements businesses were combined. This venture, which is 50% owned by each member, is managed and operated on a day-to-day basis by NEPTCO. The joint venture operates in the Company’s Granite Falls, NC facility. The Company accounts for the joint venture partner’s non-controlling interest in the JV under ASC topic 810 ‘‘Consolidations.’’ Given the Company’s controlling financial interest, the JV’s assets and liabilities as of August 31, 2012, and the results of operations beginning June 27, 2012, have been fully consolidated within the Company’s consolidated balance sheet and the related consolidated statements of operations. An offsetting amount equal to 50% of net assets and net loss of the JV has also been recorded within the Company’s consolidated financial statements to non-controlling interest, representing the joint venture partner’s 50% ownership stake and pro rata share in net loss of the JV. The condensed balance sheet of the JV is as follows: ASSETS August 31, 2012 Cash & cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accounts receivable, net Inventories, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Prepaid expenses and other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Property, plant and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Intangible assets, net Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . LIABILITIES AND MEMBERS’ EQUITY Accounts payable and accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . Due to members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Members’ contributed capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accumulated deficit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total members’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,008 1,540 2,394 546 630 328 $6,446 $1,650 1,757 3,407 3,186 (147) 3,039 Total liabilities and members’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . $6,446 64 CHASE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) In thousands, except share and per share amounts The fair value of the JV as of the acquisition date was $3,186, and this amount was allocated between the identifiable assets and liabilities of the JV, with an offsetting $1,593 amount recorded to non-controlling interest, representing the joint venture partner’s 50% ownership stake. The JV was valued as part of the Company’s purchase accounting of NEPTCO, which was accounted for as a business combination under ASC Topic 805, ‘‘Business Combinations.’’ See Note 14 for additional information on the acquisition of NEPTCO. Effective on the date of the JV’s inception, and for four years following the date on which the Members no longer own any membership interest in the JV, non-compete agreements exist. Each member retains the right to tender an offer to buy the other member’s share. Once an offer is tendered, the tendered member has the option to either sell, or match the initial offer to purchase the other member’s share. Per the JV agreement, the JV is barred from issuing third party debt, other than customary accounts payable, resulting from its normal trade operations. The liabilities of the JV are not guaranteed by any portion of NEPTCO or the Company. The JV agrees to purchase a minimum of 80% of its total glass fiber requirements from the other joint venture partner. Additionally, the JV agrees to purchase private-label products exclusively from an affiliate of the other joint venture partner; however, the JV is not subject to a minimum purchase requirement on private-label products. Purchases from the joint venture partner totaled $411 from the date of acquisition by Chase to August 31, 2012. The JV had amounts due to the other joint venture partner of $618 at August 31, 2012. Note 16—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 transaction 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 both of its operating segments. 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 operating segment called Electronic Manufacturing Services. The results of the Electronic Manufacturing Services business were as follows for the year ended August 31, 2010: Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $18,352 Income before income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,973 (1,183) Net income from discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,790 Year Ended August 31, 2010 The fiscal year 2010 results include a $429 after-tax gain on the sale of the Electronic Manufacturing Services business. Note 17—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, 65 CHASE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) In thousands, except share and per share amounts 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, 2012 and 2011 represent investments which are restricted for use in a nonqualified retirement savings plan for certain key employees and directors. The following table sets forth the Company’s financial assets that were accounted for at fair value on a recurring basis as of August 31, 2012 and 2011: Fair value measurement date Total Fair value measurement category Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Assets: Restricted investments . . . . . . . . . Restricted investments . . . . . . . . . August 31, 2012 August 31, 2011 $ $ 874 740 $874 $740 $ $ — — $— $— The following table presents the fair values of the Company’s long-term debt as of August 31, 2012 and 2011 which is recorded at its carrying amount: Fair value measurement date Total Fair value measurement category Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Liabilities: Long-term debt . . . . . . . . . . . . . . Long-term debt . . . . . . . . . . . . . . August 31, 2012 August 31, 2011 $70,000 $12,667 $ — $ — $70,000 $12,667 $— $— The carrying value of the long-term debt approximates its fair value, as the interest rate is set based on the movement of the underlying market rates. 66 CHASE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) In thousands, except share and per share amounts Note 18—Net Income Per Share The determination of earnings per share under the two-class method is as follows: Income from continuing operations, net of tax . . . . . . . . . . . . . . . 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 . . . . . . . . . . . . . . . . . . . . . . . $ $ $ $ Years Ended August 31, 2012 2011 2010 9,338 295 9,043 — — — 9,338 295 9,043 $ $ $ $ 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 Basic weighted averages shares outstanding . . . . . . . . . . . . . . . . Additional dilutive common stock equivalents . . . . . . . . . . . . . . . . 8,761,262 25,488 8,721,452 42,356 8,554,164 70,106 Diluted weighted averages shares outstanding . . . . . . . . . . . . . . . 8,786,750 8,763,808 8,624,270 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 . . . . . . . . $ $ $ $ 1.03 — 1.03 1.03 — 1.03 $ $ $ $ 1.22 — 1.22 1.22 — 1.22 $ $ $ $ 1.22 0.20 1.42 1.21 0.20 1.41 For the years ended August 31, 2012, 2011 and 2010, stock options to purchase 265,081, 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. Note 19—Assets Held for Sale The Company periodically reviews long-lived assets against its plans to retain or ultimately dispose of these assets. If the Company decides to dispose of an asset and commits to a plan to actively market and sell the asset, it will be moved to assets held for sale. The Company analyzes market conditions each reporting period and records additional impairments due to declines in market values of like assets. The fair value of the asset is determined by observable inputs such as appraisals and prices of comparable assets in active markets for assets like the Company’s. Gains are not recognized until the assets are sold. As a result of the completion of the move of the Webster, MA manufacturing facility to Oxford, MA, the Company had classified its Webster property (including land, building and improvements) as assets held for sale. In December 2011, the Company finalized the sale of its Webster property for net proceeds of $1,006. This transaction resulted in a gain of $15 which was recorded in the Company’s fiscal quarter ending February 29, 2012. These long-lived assets had been reported by the Company within the Industrial Materials segment. 67 CHASE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) In thousands, except share and per share amounts Note 20—Contingencies The Company is one of over 100 defendants in a lawsuit pending in Ohio which alleges personal injury from exposure to asbestos contained in certain Chase products. The case is captioned Marie Lou Scott, Executrix of the Estate of James T. Scott v. A-Best Products, et al., No. 312901 in the Court of Common Pleas for Cuyahoga County, Ohio. The plaintiff in the case issued discovery requests to Chase in August 2005, to which Chase timely responded in September 2005. The trial had initially been scheduled to begin on April 30, 2007. However, that date had been postponed and no new trial date has been set. As of October 2012, there have been no new developments as this Ohio lawsuit has been inactive with respect to Chase. The Company was named as one of the defendants in a complaint filed on June 25, 2009, in a lawsuit captioned Lois Jansen, Individually and as Special Administrator of the Estate of Thomas Jansen v. Beazer East, Inc., et al., No: 09-CV-6248 in the Milwaukee County (Wisconsin) Circuit Court. The plaintiff alleges that her husband suffered and died from malignant mesothelioma resulting from exposure to asbestos in his workplace. The plaintiff sued seven alleged manufacturers or distributors of asbestos-containing products, including Royston Laboratories (formerly an independent company and now owned by Chase Corporation). The other defendants have each either settled or had the complaint against them dismissed. Chase has filed an answer to the claim denying the material allegations in the complaint. The parties are currently engaged in discovery and motion practice. In addition to the matters described above, the Company is involved from time to time in litigation incidental to the conduct of its business. Although the Company does not expect that the outcome in any of these matters, individually or collectively, will have a material adverse effect on its financial condition, results of operations or cashflows, 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 21—Related Party Agreements As part of the Company’s purchase of NEPTCO, it also acquired NEPTCO’s 50% ownership stake in its financially-controlled joint venture, NEPTCO JV LLC (‘‘JV’’). The JV was originally formed by NEPTCO and a joint venture partner, Owens Corning, in 2003, whereby each member’s fiber optic strength elements businesses were combined. This venture, which is 50% owned by each member, is managed and operated on a day-to-day basis by NEPTCO. The JV agrees to purchase a minimum of 80% of its total glass fiber requirements from Owens Corning. Additionally, the JV agrees to purchase private-label products exclusively from an affiliate of the joint venture partner; however, the JV is not subject to a minimum purchase requirement on private-label products. Purchases from the joint venture partner totaled $411 from the date of acquisition by Chase to August 31, 2012. The JV had amounts due to the other joint venture partner of $618 at August 31, 2012. Please see Note 15 to the Company’s Consolidated Financial Statements for additional information on the JV. A voting agreement exists between Chase and the Edward L. Chase Revocable Trust (the ‘‘Trust’’) that expires in 2013. Edward L. Chase (deceased) was the father of Peter R. Chase (the Chairman and CEO of the Company) and the grandfather of Adam P. Chase (the President and COO of the Company). 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, 2012, this intangible asset has a net book value of $25. 68 CHASE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) In thousands, except share and per share amounts Note 22—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, 2012 and 2011: Net Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gross Profit on Sales . . . . . . . . . . . . . . . . . . . . . . . Net income attributable to Chase Corporation . . . . . . . Net income available to common shareholders, per common and common equivalent share: Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gross Profit on Sales . . . . . . . . . . . . . . . . . . . . . . . Net income attributable to Chase Corporation . . . . . . . Net income available to common shareholders, per common and common equivalent share: Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Note 23—Valuation and Qualifying Accounts Fiscal Year 2012 Quarters First Second Third Fourth Year $31,654 9,655 $ 2,327 $28,836 7,814 $ 1,197 $34,378 12,168 $ 3,373 $51,626 15,608 $ 2,441 $146,494 45,245 9,338 $ $ 0.26 $ 0.26 $ 0.13 $ 0.13 $ 0.37 $ 0.37 $ 0.27 $ 0.27 $ $ 1.03 1.03 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 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, 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . August 31, 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . August 31, 2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $473 $347 $350 $459 $327 $206 $(115) $(201) $(209) $817 $473 $347 The charges to operations for the fiscal year ended August 31, 2012 includes $94 recorded as part of the NEPTCO purchase accounting. 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, 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . August 31, 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . August 31, 2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $362 $279 $131 $157 $288 $250 $(270) $(205) $(102) $249 $362 $279 69 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. NEPTCO Incorporated was acquired by the Company in a business combination during the year ended August 31, 2012. Subsequent to the acquisition, the Company applied certain corporate-level controls to elements of the acquired company’s internal controls over financial reporting. Management has excluded from its assessment of internal controls over financial reporting those elements that were not subject to those corporate-level internal controls, as permitted by the Sarbanes-Oxley Act of 2002 and the applicable SEC rules and regulations concerning business combinations. The excluded elements represent controls over accounts that are 39% and 10% of consolidated total assets and consolidated revenues from continuing operations, respectively, as of and for the fiscal year ended August 31, 2012. The Company will report on management’s assessment of its combined operations in the Company’s next annual report on internal controls over financial reporting. 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, 2012. 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, 2012, and has issued an attestation report on the effectiveness of our internal control over financial reporting included herein, and likewise has excluded the NEPTCO acquisition. 70 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 Not applicable. 71 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, 2012. 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, 2012. 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, 2012. The following table summarizes the Company’s equity compensation plans as of August 31, 2012. 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 . . . . . . 2005 Incentive Plan . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . 389,136 168,746 557,882 $14.66 12.77 $14.09 — 161,600 161,600 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, 2012. 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, 2012. 72 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).* 73 Exhibit Number 10.7.2 10.8.1 10.8.2 10.8.3 10.8.4 10.8.5 10.8.6 10.9.1 Description 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).* 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).* 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).* 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).* 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).* 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).* 10.9.2 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).* 10.9.3 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).* 10.10 FY 2012 Chase Corporation Long Term 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, 2011, filed on November 12, 2011).* 10.11.1 10.11.2 10.12 10.13 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). 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). 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). 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). 74 Exhibit Number 10.14 Agreement and Plan of Merger dated as of June 27, 2012 by and among NEPTCO Holdings, Inc., Chase Corporation and NEPTCO Acquisition Corp. (incorporated by reference from Exhibit 2.1 to the Company’s current report on Form 8-K filed July 3, 2012). Description 10.15 Credit Agreement dated as of June 27, 2012 by and among Chase Corporation, NEPTCO Incorporated, Bank of America, N.A. and the Guarantors and Lenders party thereto (incorporated by reference from Exhibit 10.1 to the Company’s current report on Form 8-K filed July 3, 2012). 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 101.INS XBRL Instance Document** 101.SCH XBRL Taxonomy Extension Schema Document** 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document** 101.LAB XBRL Taxonomy Extension Label Linkbase Document** 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document** 101.DEF XBRL Taxonomy Extension Definition Linkbase Document** * Identifies management plan or compensatory plan or arrangement. ** Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability under those sections. (b) See (a)(3) above. (c) None. 75 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, 2012 By: /s/ KENNETH L. DUMAS Kenneth L. Dumas Chief Financial Officer and Treasurer November 14, 2012 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 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, 2012 Chief Financial Officer and Treasurer (Principal financial officer and principal accounting officer) November 14, 2012 Director, President & Chief Operating Officer November 14, 2012 Director Director Director Director Director Director 76 November 14, 2012 November 14, 2012 November 14, 2012 November 14, 2012 November 14, 2012 November 14, 2012 (This page has been left blank intentionally.) (This page has been left blank intentionally.) (This page has been left blank intentionally.) 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 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 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. SHAREHOLDER INFORMATION Common Stock Common Stock of Chase Corporation is traded on the NYSE MKT under the symbol ‘‘CCF’’. Annual Meeting of Shareholders The Annual Meeting of Shareholders will be held at 9:30 a.m. on Tuesday, February 5, 2013 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 Executive Offices Bethany House 26 Summer Street Bridgewater, MA 02324 Phone (508) 819-4200 (cid:127) Fax (508) 697-6419 GLOBAL OPERATIONS CENTER 295 University Avenue Westwood, MA 02090 Phone (781) 332-0700 (cid:127) Fax (781) 332-0701 Toll Free (800) 323-4182 Operating Facilities OXFORD, MA 24 Dana Road Oxford, MA 01540 Phone (508) 731-2710 (cid:127) Fax (508) 987-1092 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. Insulating, flame barrier, binder and semi-conducting tapes for power and telecommuncations. TAYLORSVILLE, NC 138 Wittenburg Industrial Drive Taylorsville, NC 28681 Phone (828) 632-6666 (cid:127) Fax (828) 635-0847 PRODUCTS/SERVICES: Shielding and binding tapes for electronic & telecommunications cable. Flexible laminates for automotive, packaging, medical and aerospace products including Insulfab(cid:3), 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 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. Water blocking compounds for power and telecommunications. 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 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. HOUSTON, TX C.I.M. Industries, Inc. 6900 Nelms Street Houston, TX 77061 Phone (713) 242-9015 (cid:127) Fax (713) 242-9794 www.cimindustries.com 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. PAWTUCKET, RI NEPTCO, INC. 30 Hamlet Street P.O. Box 2323 Pawtucket, RI 02861 Phone (401) 722-5500 (cid:127) Fax (401) 728-9932 www.neptco.com PRODUCTS/SERVICES: Laminated film foils for the electronics and cable industries. LENOIR, NC NEPTCO, INC. 2012 Hickory Boulevard P.O. Box 1766 Lenoir, NC 28645 Phone (828) 728-5951 (cid:127) Fax (828) 728-5115 PRODUCTS/SERVICES: Laminated film foils for the electronics and cable industries and cover tapes essential to delivering semiconductor components via tape and reel packaging. GRANITE FALLS, NC NEPTCO, INC. 3908 Hickory Boulevard P.O. Box 800 Granite Falls, NC 28630 Phone (828) 396-2121 (cid:127) Fax (828) 396-6978 PRODUCTS/SERVICES: Pulling and detection tapes used in the installation, measurement and location of fiber optic cables, water and natural gas lines. Flexible, rigid and semi-rigid fiber optic strength elements designed to allow fiber optic cables to withstand mechanical and environmental strain and stress, produced by NEPTCO’s joint venture. SUZHOU, JIANGSU, CHINA NEPTCO, INC. D-10 #19 Datong Road Suzhou New District Processing Zone Suzhou, Jiangsu, China 215151 Phone 86-512-6269-6298 SKYPE 828-398-0641 PRODUCTS/SERVICES: Cover tapes essential to delivering semiconductor components via tape and reel packaging. 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. CHASE CORPORATION CHASE CORPORATION BOARD OF DIRECTORS BOARD OF 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 & Governance Committee of CHASE Corporation Lewis P. Gack Managing Partner of LPG Consulting Chairman of the Audit Committee of CHASE Corporation George M. Hughes Founder & Principal of Hughes & Associates Corporate Secretary of CHASE Corporation Ronald Levy Chairman of the Compensation & Management Development Committee of CHASE Corporation Thomas Wroe, Jr. Chairman of the Board & Chief Executive Officer of Sensata Technologies 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 including corrosion prevention, insulation and fire resistant materials, and electronic shielding. 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 nine plants throughout North America, two in the United Kingdom and one in China. Today, Chase continues to focus its expansion efforts on its core strength in specialty chemicals and coatings technology. 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. EXECUTIVE OFFICES: Bethany House 26 Summer Street Bridgewater, MA 02324 Tel: 508-819-4200 Fax: 508-697-6419 www.chasecorp.com NYSE MKT : CCF 

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