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Proc-Type: 2001,MIC-CLEAR
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SECURITIES AND EXCHANGE COMMISSION Washington, D.C., 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended May 31, 2002 Commission File Number:1-9852 CHASE CORPORATION (Exact name of registrant as specified in its charter) Indicate by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes X No Part 1: FINANCIAL INFORMATION CHASE CORPORATION CONSOLIDATED BALANCE SHEET $231,413 11,165,458 LIABILITIES AND STOCKHOLDERS' EQUITY See accompanying notes to the consolidated financial statements and accountants' review
report. CHASE CORPORATION STATEMENT OF CONSOLIDATED OPERATIONS (UNAUDITATED) Nine Months Ended Three Months Ended
See accompanying notes to the consolidated financial statements and accountants' review
report. CHASE CORPORATION CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED) 9 MONTH ENDED May 31, 2002 AND May 31, 2001 Shares Paid-In Treasury Stock Retained See accompanying notes to the consolidated financial statements and accountants' review
report. CHASE CORPORATION CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) Nine Months Ended TOTAL ADJUSTMENTS NET CASH FROM OPERATIONS NET CHANGE IN CASH See accompanying notes to the consolidated financial statements and accountants' review
report.
Massachusetts
11-1797126
(State or other jurisdiction of
(I.R.S. Employer
incorporation of organization)
Identification No.)
26 Summer St.
Bridgewater, Massachusetts
02324
(Address of principal executive offices)
(Zip Code)
Common Shares Outstanding as of June 30, 2002
4,047,317
ASSETS
May 31,
Aug 31
2002
2001
(UNAUDITED)
(AUDITED)
CURRENT ASSETS
Cash and cash equivalents
$49,283
Trade receivables, less allowances
for doubtful accounts of $363,800
and $264,946 respectively
12,081,284
Note receivable from related party
147,000
Inventories (Note B)
Finished and in process
4,829,928
3,099,182
Raw Materials
4,970,920
5,859,553
9,800,848
8,958,735
Prepaid expenses & other curr assets
882,684
458,796
Deferred taxes
184,330
186,836
TOTAL CURRENT ASSETS
22,264,733
21,881,934
PROPERTY, PLANT AND EQUIPMENT
Land and improvements
1,099,517
524,423
Buildings
7,264,613
4,642,781
Machinery & equipment
21,531,349
18,612,037
Construction in Process
1,220,746
387,953
31,116,225
24,167,194
Less allowance for depreciation
16,036,814
14,602,820
15,079,411
9,564,374
OTHER ASSETS
Excess of cost over net assets of acquired
businesses less amortization
8,581,731
8,340,523
Patents, agreements and trademarks
less amortization
678,064
751,033
Cash surrender value of life insurance net
4,422,218
3,792,515
Deferred taxes
689,883
534,794
Investment in joint venture
1,314,595
1,179,243
Other
890,346
744,087
16,576,837
15,342,195
$53,920,981
$46,788,503
========
========
May 31
Aug 31
2002
2001
(UNAUDITED)
(AUDITED)
CURRENT LIABILITIES
Accounts payable
$5,200,324
$5,261,112
Notes payable
1,687,046
1,763,184
Accrued expenses
2,301,119
2,194,545
Accrued pension expense-current
407,156
353,857
Income taxes
(30,519)
188,066
Deferred compensation
Current portion of L.T. debt
2,388,844
2,543,400
TOTAL CURRENT LIABILITIES
11,953,970
12,304,164
LONG-TERM DEBT, less current portion
9,193,784
3,562,793
Long-term deferred compensation obligation
883,346
737,088
ACCRUED PENSION EXPENSE
450,944
447,698
STOCKHOLDERS' EQUITY
First Serial Preferred Stock, par value $1.00 a share authorized 100,000
shares; (issued-none)
Common Stock. par value $.10 a share, Authorized 10,000,000 shares; issued
and outstanding 5,135,901 shares at May 31, 2002, and 5,094,389 shares at Aug. 31, 2001
respectively.
513,590
509,439
Additional paid-in capital
4,219,163
3,721,442
Treasury Stock, 1,088,584 and 1,088,584 May 31, 2002, and Aug. 31, 2001,
respectively
(4,687,565)
(4,687,565)
Cum. G/(L) on currency translation
(204,568)
(213,002)
Retained earnings
31,598,317
30,406,446
31,438,937
29,736,760
$53,920,981
$46,788,503
========
========
May 31,
May 31,
May 31,
May 31,
2002
2001
2002
2001
Sales
$50,220,919
$51,506,494
$18,221,546
$16,984,666
Commissions and other income
725,479
522,237
317,592
209,701
Interest
178
222
0
2
50,946,576
52,028,953
18,539,138
17,194,369
Cost and Expenses
Cost of products sold(Note B)
37,172,320
36,364,028
13,302,305
12,054,285
Sell, general and admin expenses
9,684,098
9,231,177
3,472,066
2,935,059
Bad debt expense
82,435
43,609
21,008
25,609
Interest expense
406,362
650,259
140,576
180,233
47,345,215
46,289,073
16,935,955
15,195,186
Income before income taxes and minority interest and
participation
3,601,361
5,739,880
1,603,183
1,999,183
Income taxes
1,077,200
1,876,900
481,300
634,600
Income before minority interest and participation
2,524,161
3,862,980
1,121,883
1,364,583
Income from minority interest
110,000
211,000
35,000
85,000
NET INCOME
$2,634,161
$4,073,980
$1,156,883
$1,449,583
=======
=======
=======
======
Net income per share of Common Stock
Basic
$0.652
$1.020
$0.286
$0.362
=====
=====
=====
=====
Fully Diluted
$0.637
$1.004
$0.279
$0.357
=====
=====
=====
=====
Cumm
Common Stock
Additional
Effect of
Total
Currency
Shareholders
Comprehensive
Issued
Amount
Capital
Shares
Amount
Earnings
Translation
Equity
Income
Balance @ Aug 31, 2000
5,073,613
$507,361
$3,625,023
1,088,584
$(4,687,565)
$25,964,349
$(180,073)
$25,229,095
Curr.Translation adjmt
(26,197)
(26,197)
$(26,197)
Exer. of stock options
19,138
1,914
(1,914)
--
Compensatory stock issuance
73,874
73,874
Net Income for 9 months
4,073,980
4,073,980
4,073,980
Div pd in cash
$.36 a share on common stock
(1,431,263)
(1,431,263)
-----------
---------
-----------
----------
------------
------------
----------
------------
------------
Balance @ May 31,2001
5,092,751
509,275
3,696,983
1,088,584
(4,687,565)
28,607,066
(206,270)
27,919,489
4,047,783
========
Curr.Translation adjmt
(6,732)
(6,732)
(6,732)
Exer. of stock options
1,638
164
(164)
--
Compensatory stock issuance
24,623
24,623
Net Income for 3 months
1,799,380
1,799,380
1,799,380
----------
---------
-----------
----------
------------
------------
----------
------------
------------
Balance @ Aug 31, 2001
5,094,389
509,439
3,721,442
1,088,584
(4,687,565)
30,406,446
(213,002)
29,736,760
1,792,648
Curr.Translation adjmt
8,434
8,434
8,434
Treasury Stock dividend
--
Exer. of stock options
1,512
151
(151)
--
Issue of 40,000 shares-Tapecoat
40,000
4,000
424,000
428,000
Compensatory stock issuance
73,872
73,872
Net Income for 9 months
2,634,161
2,634,161
2,634,161
Dividends paid in cash
$.36 a share on common stock
(1,442,290)
(1,442,290)
----------
---------
-----------
----------
-------------
-------------
-----------
------------
------------
Balance @ May 31,2002
5,135,901
$513,590
$4,219,163
1,088,584
$(4,687,565)
$31,598,317
$(204,568)
$31,438,937
$2,642,595
=======
======
=======
=======
========
========
=======
========
========
May 31, 2002
May 31, 2001
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income
$2,634,161
$4,073,980
Adjmts. to reconcile net income to net cash provided by operating
activities:
Income from joint venture
(110,000)
(211,000)
Depreciation
1,433,994
1,124,598
Amortization
72,967
568,694
Provision for losses on accounts receivable
98,854
(30,743)
Stock issued for compensation
73,872
73,874
Deferred taxes
(152,583)
(432,170)
Change in assets and liabilities
Proceeds from notes receivable
147,000
Trade receivables
816,973
485,555
Inventories
(842,113)
(986,575)
Prepaid. expenses & other current assets
(423,885)
(186,279)
Accounts payable
(60,792)
(581,495)
Accrued expenses
163,119
273,094
Income taxes payable
(218,585)
17,562
Deferred compensation
0
73,938
998,821
189,053
3,632,982
4,263,033
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures
(6,512,596)
(1,578,019)
Cash paid for investment
(25,352)
(20,000)
Investment in trusteed assets
0
(77,859)
Investment in subsidiaries
(241,209)
(153,347)
Purchase of cash surrender value
(629,703)
(158,235)
Dividend received from joint venture
0
245,826
(7,408,860)
(1,741,634)
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in long-term debt
14,225,000
9,361,172
Payments of principal on debt
(8,748,564)
(10,230,006)
Net borrowing under line-of-credit
(76,138)
(278,879)
Dividend paid
(1,442,290)
(1,431,263)
3,958,008
(2,578,976)
182,130
(57,577)
CASH AT BEGINNING OF PERIOD
49,283
65,289
CASH AT END OF PERIOD
$231,413
$7,712
======
====
CASH PAID DURING PERIOD FOR:
Income taxes
$1,599,064
$2,338,624
Interest
$406,362
$650,259
CHASE CORPORATION
SECURITIES AND EXCHANGE COMMISSION
July 08, 2002
Note A - Basis of Presentation
The accompanying unaudited Consolidated Financial Statements have been prepared in accordance with the instructions to Form 10-Q and all adjustments (consisting of nonrecurring accruals) have been made which are, in the opinion of Management, necessary to a fair statement of the results for the interim periods reported. The financial statements of Chase Corporation include the activities of its divisions and its foreign sales subsidiary.
Note B - Inventories
Certain divisions used estimated gross profit rates to determine the cost of goods sold. No significant adjustments have resulted from reconciling with the interim physical inventories as a result of using this method.
Note C - Income per Share of Common Stock
Income per share is based on the average number of shares and share equivalents outstanding during the period. The average number of shares outstanding used in determining basic per share results was 4,037,814 and 4,047,317 for the period of nine months and three months ended May 31, 2002. Earnings per share on a fully diluted basis were calculated on 4,135,651 and 4,143,471 common shares and share equivalents. Common share equivalents arise from the issuance of certain stock options.
Note D - Acquisition of Assets
Chase Corporation (the "Company") has purchased certain operating assets of the Tapecoat Division of TC Manufacturing, Inc. from TC Manufacturing, Inc. for cash and liabilities of eight million dollars ($8,000,000) (subject to certain adjustments) and 40,000 shares of Chase Corporation common stock. Additionally, the Company purchased buildings and land for one million seven hundred thousand dollars ($1,700,000).
Note E - Review of Goodwill
In accordance with statement of financial accounting standards number 142, which the Company adopted September 1, 2001, an interum evaluation of goodwill has been conducted. Based on the evaluation of estimated future cash flows no adjustment to goodwill has been made at this time.
Note F - Earnings Per Share
| Nine Months Ended | Three Months Ended | |||
| May 31, 2002 | May 31, 2001 | May 31, 2002 | May 31, 2001 | |
| Income available to common shareholders | $2,634,161 | $4,073,980 | $1,156,883 | $1,449,583 |
| Weighted average common shares outstanding | 4,037,814 | 3,995,667 | 4,047,317 | 4,001,930 |
| Basic earnings per share | 0.65 | 0.94 | 0.29 | 0.36 |
| Weighted average common shares outstanding | 4,037,814 | 3,995,667 | 4,047,317 | 4,001,930 |
| Effect of options outstanding | 97,837 | 61,082 | 96,154 | 62,432 |
| Common shares and share equivalents | 4,135,651 | 4,056,739 | 4,143,471 | 4,064,362 |
| Diluted earnings per share | 0.64 | 0.93 | 0.28 | 0.36 |
Note G - Review by Independent Public Accountant
The financial information included in this form has been reviewed by an independent public accountant in accordance with established professional standards and procedures. Based upon such review, no adjustments or additional disclosure were recommended.
Letter from the independent public accountant is included as a part of this report.
INDEPENDENT ACCOUNTANTS' REVIEW REPORT
To the Board of Directors
Chase Corporation
Bridgewater, Massachusetts
We have reviewed the consolidated balance sheet of Chase Corporation and Subsidiaries as of May 31, 2002 and the related consolidated statements of operations, stockholders equity, and cash flows for the periods of three and nine months ended May 31, 2002 and May 31, 2001; in accordance with Statements on Standards for Accounting and Review Services issued by the American Institute of Certified Public Accountants. All information included in these financial statements is the representation of the management of Chase Corporation.
A review of interim financial information consists principally of obtaining an understanding of the system for the preparation of interim financial information, applying analytical procedures to financial data, and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with U.S. generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should be made to the accompanying consolidated financial statements referred to above for them to be in conformity with accounting principles generally accepted in the United States of America.
We have previously audited, in accordance with U. S. generally accepted auditing standards, the consolidated balance sheet of Chase Corporation and Subsidiaries as of August 31, 2001, and the related statements of operations, stockholders' equity, and cash flows for the year then ended (not presented herein); and in our report dated November 7, 2001, we expressed an unqualified opinion on those financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of August 31, 2001, is fairly stated in all material respects in relation to the consolidated balance sheet from which it has been derived.
/S/ LIVINGSTON & HAYNES, P.C.
Wellesley, Massachusetts
July 12, 2002
Results of Operations
Net revenues decreased 2% for the first nine months of fiscal 2002 versus the same period last year while third quarter revenue increased 8% when compared to the same period in fiscal 2001. The Company's performance continued to be impacted by the recession, which was somewhat offset from the benefits of our asset acquisition of the Tapecoat Division of TC Manufacturing, Inc. concluded November 1, 2001. The revenue generated by Tapecoat through May 31, 2002 amounted to $4,413,000. During the third quarter, the Company also had some improvement in certain key product areas that last year were negatively effected by the slowing economy. This is also evidenced by the slight improvement in our operating profit as a percent of sales when comparing our last quarter (11.2%) report to this quarter (11.9%). However, the Company's Electronic Manufacturing Services (EMS) segment continues to be more adversely affected by the economic downturn. Overall, our diversification has enabled us to take advantage of certain construction and manufacturing markets enabling us to continue to operate on a positive basis.
When comparing the nine months fiscal 2001 revenue to that of the prior year, the majority of the 7% increase related to the investments and acquisitions within the EMS segment that were concluded during fiscal 1999. The third quarter of fiscal 2001 was the period that the slowing economy had its first material impact on Chase Corporation.
Sales and Operating Profit by Segment
($-000)
| For the nine months ended: | Sales |
Operating |
% |
|
| May 31, 2002 | Profit |
|||
| Specialized Manufacturing | $35,184 | $5,640 | 16.0 | |
| Electronic Manufacturing Services | $15,037 | $ 351 | 2.3 | |
| $50,221 | $5,991 | 11.9 | ||
|
Less: Common Costs |
(2,390) | |||
|
Income Before Tax and Minority Interest |
$3,601 | |||
| May 31, 2001 | ||||
| Specialized Manufacturing | $34,859 | $7,175 | 20.6 | |
| Electronic Manufacturing Services | $16,648 | $1,505 | 9.0 | |
| $51,507 | $8,680 | 16.9 | ||
|
Less: Common Costs |
(2,940) | |||
|
Income Before Tax and Minority Interest |
$5740 | |||
| May 31, 2000 | ||||
| Specialized Manufacturing | $34,068 | $6,885 | 20.2 | |
| Electronic Manufacturing Services | $14,217 | $1,029 | 7.2 | |
| $48,285 | $7,914 | 16.4 | ||
|
Less: Common Costs |
(2,708) | |||
|
Income Before Tax and Minority Interest |
$5,206 | |||
The cost of products sold increased $1,250,000 during the current quarter when comparing it to the same quarter last year. When comparing the like period for the first nine months of fiscal 2002 to that of the previous year, the increase was $800,000. To a large extent, these increases are volume related although for the first nine months as a percent of sales, cost of products increased by 4% to 74%. The percent of increase is associated with selling price erosion created by competitive pressure, a product mix change and lower volume during the nine month period, thereby decreasing efficiencies previously achieved through economics of scale.
When comparing the like periods of 2001 and 2000, the cost of product variance was not material. Raw material price increases were offset by the benefits of product mix and a stabilized manufacturing and productivity environment.
Selling and administration expenses increased $450,000 during the current year, and as a percent of sales have increased by 1.4%. The additional costs are primarily associated with the Tapecoat acquisition. When comparing fiscal 2001 to 2000 the increase of $634,000 was predominantly volume related. The Company has also invested in personnel required to support future growth while continuing to be focused on cost containment.
Interest expense decreased to $406,000 for the first nine months of this year as compared to $650,000 and $659,000 for the periods of 2001 and 2000. The decrease relates to the repayment of debt incurred for acquisitions and also the reductions to interest rates. The prior period interest expense increase was primarily associated with the debt incurred to complete acquisitions. The Company continues to benefit from the low borrowing rates from its financial institutions.
A majority of the earnings decline during the nine months ended May 31 are the result of lower sales of products and services and the associated profitability provided by our Electronic Manufacturing Services (EMS) segment. Of the pre tax earnings decline of $1.3 million, about $1.15 million relates to the reduced operating profit of the Company's EMS segment. Our more traditional markets continue to perform reasonably well in spite of the recession. The Company has also received the benefit of some profitability by the Tapecoat acquisition. As expected, the Company's performance improved during the third quarter. The Company anticipates continued improvement during our fourth quarter and solid improvement during fiscal 2003. It still remains difficult to predict a full recovery of the economy although we appear to be more positive than negative as we look into our next fiscal year.
When comparing 2001 to 2000 a majority of the earnings improvements were from the benefits received from the Company's investments in the EMS segment, which were primarily concluded during the second half of fiscal 1999.
Management will continue to maximize our diversity as we move through this period of economic difficulty. We continue to seek to maximize and expand our current business, while at the same time identifying future opportunities through selective acquisitions.
The effective tax rate over the past few years are lower than the applicable rates. The Company continues to receive the tax benefit of solid export sales through its Chase Export Corporation subsidiary. Also, effective January 1999, the Company acquired 100% ownership of Sunburst EMS which has provided the benefit of consolidating historical losses for income tax purposes.
The increase from minority interest is associated with our 42% equity position in the Stewart Group, Inc., Toronto, Canada.
Liquidity and Sources of Capital
The ratio of current assets to current liabilities was 1.9 at the end of the third quarter of fiscal 2002 as compared to 1.7 at the prior year-end.
Long-term debt increased by $5,630,000 when compared to the end of fiscal 2001. The majority of the increase is relates to the debt incurred to purchase the assets of Tapecoat and the funds required to purchase the building in West Bridgewater, MA, which is the facility that is occupied by Sunburst EMS.
The Company had $1,615,000 in available credit at May 31, 2002 under its credit arrangements with its primary bank and plans to utilize this means to help finance its interim needs during the year. Current financial resources and anticipated funds from operations are expected to be adequate to meet requirements for funds in the year ahead.
Recent Accounting Pronouncements
In July 2001, the Financial Accounting Standards Board (FASB) issued FASB Statements Nos.141 and 142 (FAS 141 and FAS 142), Business Combinations and Goodwill and Other Intangible Assets. FAS 141 replaces APB 16 and eliminates pooling-of-interests accounting prospectively. It also provides guidance on purchase accounting related to the recognition of intangible assets and accounting for negative goodwill. FAS 142 changes the accounting for goodwill from an amortization method to an impairment-only approach. Under FAS 142, goodwill will be tested annually and whenever events or circumstances occur indicating that goodwill might be impaired.
FAS 141 and FAS 142 are effective for all business combinations completed after June 30, 2001. Upon adoption of FAS 142, amortization of goodwill recorded for business combinations consummated prior to July 1, 2001 will cease, and intangible assets acquired prior to July 1, 2001 that do not meet the criteria for recognition under FAS 141 will be reclassified to goodwill. Companies are required to adopt FAS 142 for fiscal years beginning after December 15, 2001, but early adoption is permitted. The Company adopted FAS 142 on September 1, 2001, the beginning of fiscal 2002. In connection with the adoption of FAS 142, the Company was required to perform a transitional goodwill impairment assessment. An interim evaluation of goodwill has been conducted based on the evaluation of estimated future cash flow and no adjustments to goodwill are required at this time. Amortization of Goodwill was $666,745, $660,074 and $159,582 for the fiscal years 2001, 2000, and 1999 respectively.
Forward-Looking Information
From time to time, the Company may publish, verbally or in written form, forward-looking statements relating to such matters as anticipated financial performance, business prospects, technological developments, new products, research and development activities and similar matters. In fact, this Form 10-Q (or any other periodic reporting documents required by the 1934 Act) may contain forward-looking statements reflecting the current views of the Company concerning potential future events or developments. The Private Securities Litigation Reform Act of 1995 (the "Act") provides a "safe harbor" for forward-looking statements. In order to comply with the terms of the "safe harbor," the Company cautions investors that any forward-looking statements made by the Company are not guarantees of future performance and that a variety of factors could cause the Companys actual results and experience to differ materially from the anticipated results or other expectations expressed in the Companys forward-looking statements. The risks and uncertainties which may affect the operations, performance, development and results of the Companys business include, but are not limited to, the following: uncertainties relating to economic conditions; uncertainties relating to government and regulatory policies; uncertainties relating to customer plans and commitments; the pricing and availability of equipment, materials and inventories; technological developments; performance issues with key suppliers and subcontractors; worldwide political stability and economic growth; regulatory uncertainties; delays in testing of new products; rapid technology changes and the highly competitive environment in which the Company operates. 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 6 EXHIBITS AND REPORTS ON FORM 8-K
(A)Exhibits
Reg. S-K
Item 601
| Subsection | Description of Exhibit | State | Page Number |
Pursuant to reg. S-K item 601
no exhibits are required.
(b)Reports on Form 8-K
No 8-K reports were filed during the three months ended May 31, 2002.
No financial statements were filed during the three months ended May 31, 2002.
| Pursuant to the requirements of the Securities |
| Exchange Act of 1934, the registrant has duly |
| caused this report to be signed on its behalf by |
| the undersigned thereunto duly authorized. |
| CHASE CORPORATION |
| /s/ Peter R. Chase |
| Peter R. Chase, President & CEO |
Dated: July 12, 2002
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