Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Aug. 31, 2015 | Oct. 31, 2015 | Feb. 28, 2015 | |
Document and Entity Information | |||
Entity Registrant Name | CHASE CORP | ||
Entity Central Index Key | 830,524 | ||
Document Type | 10-K | ||
Document Period End Date | Aug. 31, 2015 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --08-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $ 296,955,000 | ||
Entity Common Stock, Shares Outstanding | 9,211,603 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Aug. 31, 2015 | Aug. 31, 2014 |
Current Assets: | ||
Cash & cash equivalents | $ 43,819 | $ 53,222 |
Accounts receivable, less allowance for doubtful accounts of $705 and $670 | 39,488 | 35,601 |
Inventories | 29,476 | 31,539 |
Prepaid expenses and other current assets | 2,174 | 2,437 |
Due from sale of product line | 739 | |
Assets Held for sale | 1,089 | |
Deferred income taxes | 2,255 | 2,315 |
Total current assets | 118,301 | 125,853 |
Property, plant and equipment, net | 40,921 | 44,085 |
Other Assets: | ||
Goodwill | 44,123 | 38,280 |
Intangible assets, less accumulated amortization of $28,882 and $22,941 | 44,852 | 27,215 |
Cash surrender value of life insurance | 7,133 | 7,249 |
Restricted investments | 1,410 | 1,256 |
Funded pension plan | 634 | 962 |
Deferred income taxes | 390 | 470 |
Other assets | 133 | 175 |
Total assets | 257,897 | 245,545 |
Current Liabilities: | ||
Current portion of long-term debt | 8,400 | 7,000 |
Accounts payable | 15,599 | 15,121 |
Accrued payroll and other compensation | 6,286 | 7,754 |
Accrued expenses | 4,448 | 4,842 |
Accrued income taxes | 2,783 | 1,377 |
Total current liabilities | 37,516 | 36,094 |
Long-term debt, less current portion | 43,400 | 51,800 |
Deferred compensation | 2,230 | 2,037 |
Accumulated pension obligation | 12,901 | 10,418 |
Other liabilities | 85 | 126 |
Accrued income taxes | 1,249 | |
Deferred income taxes | $ 6,174 | $ 7,580 |
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; 9,198,762 shares at May 31, 2015 and 9,103,292 shares at August 31, 2014 issued and outstanding | $ 919 | $ 910 |
Additional paid-in capital | 14,296 | 13,620 |
Accumulated other comprehensive loss | (7,986) | (4,250) |
Retained earnings | 147,113 | 126,272 |
Chase Corporation stockholders' equity | 154,342 | 136,552 |
Non-controlling interest | 938 | |
Total equity | 154,342 | 137,490 |
Total liabilities and equity | $ 257,897 | $ 245,545 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Aug. 31, 2015 | Aug. 31, 2014 |
CONSOLIDATED BALANCE SHEETS | ||
Accounts receivable, allowance for doubtful accounts (in dollars) | $ 705 | $ 670 |
Intangible assets, accumulated amortization (in dollars) | $ 28,882 | $ 22,941 |
First Serial Preferred Stock, par value (in dollars per share) | $ 1 | $ 1 |
First Serial Preferred Stock, Authorized shares | 100,000 | 100,000 |
First Serial Preferred Stock, issued shares | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.10 | $ 0.10 |
Common stock, Authorized shares | 20,000,000 | 20,000,000 |
Common stock, shares issued | 9,191,958 | 9,103,292 |
Common stock, shares outstanding | 9,191,958 | 9,103,292 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2015 | Aug. 31, 2014 | Aug. 31, 2013 | |
Revenue | |||
Sales | $ 234,890 | $ 221,034 | $ 213,648 |
Royalties and commissions | 3,156 | 2,972 | 2,414 |
Total revenues | 238,046 | 224,006 | 216,062 |
Costs and Expenses | |||
Cost of products and services sold | 149,202 | 145,193 | 146,035 |
Selling, general and administrative expenses | 46,015 | 42,640 | 43,236 |
Acquisition related costs | 584 | ||
Operating income | 42,245 | 36,173 | 26,791 |
Interest expense | (1,063) | (1,143) | (1,294) |
Gain on sale of product line (Note 8) | 5,706 | ||
Other income (expense) | 44 | (246) | 313 |
Income before income taxes | 41,226 | 40,490 | 25,810 |
Income taxes | 14,813 | 13,967 | 9,070 |
Net income | 26,413 | 26,523 | 16,740 |
Add: net (gain) loss attributable to non-controlling interest | (95) | 108 | 474 |
Net income attributable to Chase Corporation | $ 26,318 | $ 26,631 | $ 17,214 |
Net income available to common shareholders, per common and common equivalent share | |||
Basic (in dollars per share) | $ 2.87 | $ 2.92 | $ 1.90 |
Diluted (in dollars per share) | $ 2.82 | $ 2.86 | $ 1.87 |
Weighted average shares outstanding | |||
Basic (in shares) | 9,086,043 | 8,952,026 | 8,860,972 |
Diluted (in shares) | 9,254,054 | 9,165,666 | 8,978,438 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2015 | Aug. 31, 2014 | Aug. 31, 2013 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | |||
Net income | $ 26,413 | $ 26,523 | $ 16,740 |
Other comprehensive income: | |||
Net unrealized gain (loss) on restricted investments, net of tax of ($31), $38 and $20, respectively | (162) | 65 | 85 |
Change in funded status of pension plans, net of tax of ($364), ($796) and $281, respecitvely | (1,149) | (1,207) | 201 |
Foreign currency translation adjustment | (2,425) | 2,055 | (419) |
Total other comprehensive (loss) income | (3,736) | 913 | (133) |
Comprehensive income | 22,677 | 27,436 | 16,607 |
Comprehensive (income) loss attributable to non-controlling interest | (95) | 108 | 474 |
Comprehensive income attributable to Chase Corporation | $ 22,582 | $ 27,544 | $ 17,081 |
CONSOLIDATED STATEMENTS OF COM6
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2015 | Aug. 31, 2014 | Aug. 31, 2013 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | |||
Net unrealized gain (loss) on restricted investments, tax | $ (77) | $ 38 | $ 20 |
Change in funded status of pension plans, tax | $ (697) | $ (796) | $ 281 |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Thousands | Chase Stockholders' Equity | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (loss) | Retained Earnings | Non-controlling Interest | Total |
Balance at Aug. 31, 2012 | $ 98,125 | $ 900 | $ 12,109 | $ (5,030) | $ 90,146 | $ 1,520 | $ 99,645 |
Balance (in shares) at Aug. 31, 2012 | 9,001,582 | ||||||
Increase (Decrease) in Stockholders' Equity | |||||||
Restricted stock grants, net of forfeitures | $ 7 | (7) | |||||
Restricted stock grants, net of forfeitures (in shares) | 71,801 | ||||||
Amortization of restricted stock grants | 1,145 | 1,145 | 1,145 | ||||
Amortization of stock option grants | 466 | 466 | 466 | ||||
Common stock issuance | 10 | $ 0 | 10 | 10 | |||
Common stock issuance (in shares) | 566 | ||||||
Exercise of stock options | 562 | $ 5 | 557 | 562 | |||
Exercise of stock options (in shares) | 49,042 | ||||||
Common stock received for payment of stock option exercises | (488) | $ (2) | (486) | (488) | |||
Common stock received for payment of stock option exercises (in shares) | (20,284) | ||||||
Excess tax benefit (expense) from stock based compensation | 622 | 622 | 622 | ||||
Common stock retained to pay statutory minimum withholding taxes on common stock | (1,083) | $ (3) | (1,080) | (1,083) | |||
Common stock retained to pay statutory minimum withholding taxes on common stock (in shares) | (36,592) | ||||||
Cash dividend paid per share | (3,626) | (3,626) | (3,626) | ||||
Change in funded status of pension plan, net of tax of $239 | 201 | 201 | 201 | ||||
Foreign currency translation adjustment | (419) | (419) | (419) | ||||
Net unrealized gain (loss) on restricted investments, net of tax of ($31), $38 and $20, respectively | 85 | 85 | 85 | ||||
Net income | 17,214 | 17,214 | (474) | 16,740 | |||
Balance at Aug. 31, 2013 | 112,814 | $ 907 | 13,336 | (5,163) | 103,734 | 1,046 | 113,860 |
Balance (in shares) at Aug. 31, 2013 | 9,066,115 | ||||||
Increase (Decrease) in Stockholders' Equity | |||||||
Restricted stock grants, net of forfeitures | $ 3 | (3) | |||||
Restricted stock grants, net of forfeitures (in shares) | 32,851 | ||||||
Amortization of restricted stock grants | 857 | 857 | 857 | ||||
Amortization of stock option grants | 239 | 239 | 239 | ||||
Exercise of stock options | 1,615 | $ 11 | 1,604 | 1,615 | |||
Exercise of stock options (in shares) | 114,872 | ||||||
Common stock received for payment of stock option exercises | (1,550) | $ (5) | (1,545) | (1,550) | |||
Common stock received for payment of stock option exercises (in shares) | (47,121) | ||||||
Excess tax benefit (expense) from stock based compensation | 1,324 | 1,324 | 1,324 | ||||
Common stock retained to pay statutory minimum withholding taxes on common stock | (2,198) | $ (6) | (2,192) | (2,198) | |||
Common stock retained to pay statutory minimum withholding taxes on common stock (in shares) | (63,425) | ||||||
Cash dividend paid per share | (4,093) | (4,093) | (4,093) | ||||
Change in funded status of pension plan, net of tax of $239 | (1,207) | (1,207) | (1,207) | ||||
Foreign currency translation adjustment | 2,055 | 2,055 | 2,055 | ||||
Net unrealized gain (loss) on restricted investments, net of tax of ($31), $38 and $20, respectively | 65 | 65 | 65 | ||||
Net income | 26,631 | 26,631 | (108) | 26,523 | |||
Balance at Aug. 31, 2014 | 136,552 | $ 910 | 13,620 | (4,250) | 126,272 | 938 | 137,490 |
Balance (in shares) at Aug. 31, 2014 | 9,103,292 | ||||||
Increase (Decrease) in Stockholders' Equity | |||||||
Restricted stock grants, net of forfeitures | $ 3 | (3) | |||||
Restricted stock grants, net of forfeitures (in shares) | 29,785 | ||||||
Amortization of restricted stock grants | 866 | 866 | 866 | ||||
Amortization of stock option grants | 254 | 254 | 254 | ||||
Exercise of stock options | 2,571 | $ 17 | 2,554 | 2,571 | |||
Exercise of stock options (in shares) | 169,038 | ||||||
Common stock received for payment of stock option exercises | (2,180) | $ (6) | (2,174) | (2,180) | |||
Common stock received for payment of stock option exercises (in shares) | (58,332) | ||||||
Excess tax benefit (expense) from stock based compensation | 1,088 | 1,088 | 1,088 | ||||
Common stock retained to pay statutory minimum withholding taxes on common stock | (2,000) | $ (5) | (1,995) | (2,000) | |||
Common stock retained to pay statutory minimum withholding taxes on common stock (in shares) | (51,825) | ||||||
Cash dividend paid per share | (5,477) | (5,477) | (5,477) | ||||
Purchase of outstanding non-controlling interest | 86 | 86 | (1,033) | (947) | |||
Change in funded status of pension plan, net of tax of $239 | (1,149) | (1,149) | (1,149) | ||||
Foreign currency translation adjustment | (2,425) | (2,425) | (2,425) | ||||
Net unrealized gain (loss) on restricted investments, net of tax of ($31), $38 and $20, respectively | (162) | (162) | (162) | ||||
Net income | 26,318 | 26,318 | $ 95 | 26,413 | |||
Balance at Aug. 31, 2015 | $ 154,342 | $ 919 | $ 14,296 | $ (7,986) | $ 147,113 | $ 154,342 | |
Balance (in shares) at Aug. 31, 2015 | 9,191,958 |
CONSOLIDATED STATEMENTS OF EQU8
CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2015 | Aug. 31, 2014 | Aug. 31, 2013 | |
CONSOLIDATED STATEMENT OF EQUITY | |||
Cash dividends paid per share | $ 0.60 | $ 0.45 | $ 0.40 |
Change in funded status of pension plan, tax | $ 697 | $ 796 | $ 281 |
Net unrealized gain (loss) on restricted investments, tax | $ (77) | $ 38 | $ 20 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOW - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2015 | Aug. 31, 2014 | Aug. 31, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||
Net income | $ 26,413 | $ 26,523 | $ 16,740 |
Adjustments to reconcile net income to net cash provided by operating activities | |||
Gain on sale of assets | 2 | (8) | |
Gain on sale of product line | (5,706) | ||
Depreciation | 5,810 | 5,692 | 5,872 |
Amortization | 6,762 | 4,822 | 4,793 |
Cost of sale of inventory step-up | 65 | 564 | |
Provision on allowance for doubtful accounts | 57 | 28 | (114) |
Stock based compensation | 1,120 | 1,096 | 1,621 |
Realized gain on restricted investments | (86) | (63) | (51) |
Decrease in cash surrender value life insurance | 326 | 202 | 52 |
Pension settlement loss | 188 | 348 | 1,223 |
Excess tax benefit from stock based compensation | (1,088) | (1,324) | (622) |
Deferred taxes | (1,222) | (2,529) | (1,385) |
Increase (decrease) from changes in assets and liabilities | |||
Accounts receivable | (4,534) | (3,335) | (363) |
Inventories | 2,284 | (1,550) | (1,240) |
Prepaid expenses & other assets | 388 | (297) | 8 |
Accounts payable | 687 | 2,578 | 886 |
Accrued expenses | (280) | 1,351 | (791) |
Accrued income taxes | 3,876 | 627 | 850 |
Deferred compensation | 193 | 141 | 122 |
Net cash provided by operating activities | 40,959 | 28,606 | 28,157 |
CASH FLOWS FROM INVESTING ACTIVITIES | |||
Purchases of property, plant and equipment | (2,642) | (4,290) | (3,043) |
Cost to acquire intangible assets | (34) | (123) | (354) |
Contingent purchase price paid for acquisition | (160) | (141) | |
Payments for acquisitions, net of cash acquired | (33,285) | 84 | |
Proceeds from sale of fixed assets | 17 | 105 | |
Net proceeds from sale of product line | 739 | 9,179 | |
Contributions from restricted investments | (308) | 3 | (48) |
Payments for cash surrender value life insurance | (183) | (183) | (183) |
Net cash provided by (used in) investing activities | (35,713) | 4,443 | (3,580) |
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Borrowings on debt | 2,000 | 2,104 | 313 |
Payments of principal on debt | (9,000) | (7,704) | (5,913) |
Dividend paid | (5,477) | (4,093) | (3,626) |
Proceeds from exercise of common stock options | 391 | 66 | 74 |
Payments of statutory minimum taxes on stock options and restricted stock | (2,000) | (2,198) | (1,083) |
Excess tax benefit from stock based compensation | 1,088 | 1,324 | 621 |
Payment for acquistion of non-controlling interest | (500) | ||
Net cash used in financing activities | (13,498) | (10,501) | (9,614) |
(DECREASE) INCREASE IN CASH & CASH EQUIVALENTS | (8,252) | 22,548 | 14,963 |
Effect of foreign exchange rates on cash | (1,151) | 677 | (146) |
CASH & CASH EQUIVALENTS, BEGINNING OF PERIOD | 53,222 | 29,997 | 15,180 |
CASH & CASH EQUIVALENTS, END OF PERIOD | $ 43,819 | $ 53,222 | $ 29,997 |
Recent Accounting Policies
Recent Accounting Policies | 12 Months Ended |
Aug. 31, 2015 | |
Recent Accounting Policies | |
Summary of Significant Accounting Policies | Not e 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, s ealants, coatings and chemical intermediates 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; (vii) flexible, rigid and semi ‑rigid fiber optic strength elements designed to allow fiber optic cables to withstand mechanical and environmental strain and stress ; (viii) polymeric microspheres utilized by various industries to allow for weight and density reduction and sound dampening; and (ix) water-based polyurethane dispersions utilized for various coating product s. 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. Certain immaterial reclassifications have been made to the prior year amounts to conform to the current year’s presentation within Note 11. On January 30, 2015, the Company acquired two product lines from Hen kel Corporation (the “Seller”) for a purchase price of $33,285 , after working capital adjustments and excluding any acquisition related costs. As part of this transaction, Chase acquired the Seller’s microspheres product line, sold under the Dualite® brand, located in Greenville, SC, and obtained exclusive distribution rights and intellectual property related to the Seller’s polyurethane dispersions product line, operating in the Elgin, IL location. We refer to these collectively as our specialty chemical intermediates product line . Under the agreement, Chase entered into a ten -year facility operating lease at the Seller’s Greenville, SC location. The Seller will perform certain manufacturing and application services for Chase at the Seller’s Elgin, IL location for three years. The purchase was funded entirely with available cash on hand. Since the effective date for this acquisition, the financial results of the specialty chemical intermediates product line have been included in the Company's financial statements within the Company’s Industrial Materials operating segment. Purchase accounting was completed in the quarter ended May 31, 2015 with no material adjustments made to the initial amounts recorded at the end of the second fiscal quarter. As part of the Company’s purchase of NEPTCO in June 2012, it also acquired NEPTCO’s 50% owne rship stake in its financially- controlled join t venture, NEPTCO JV LLC (the “JV”) . Because of the Company’s controlling financial interest, the JV’s assets, liabilities and results of operations have been consolidated within the Company’s consolidated financial statements since the date of acquisition. An offsetting amount equal to 50% of net assets and net loss (gain) of the JV was also 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 the net results of the JV. On October 31, 2014, the Company purchased the 50% non-controlling membership interest of the JV owned by its joint venture partner, an otherwise unrelated party. Subsequent to October 31, 2014, the Company continues to fully consolidate the assets, liabilities and results of operations of the JV, but no longer records an offsetting amount for a non-controlling interest. The ($95) recorded in the Consolidated Statement of Operations as Net (gain) loss attributable to non-controlling interest for the year ended August 31, 2015, represents the now-former joint venture partner’s share of the results of operations of the JV for the period from September 1, 2014 through October 31, 2014. The Company has evaluated events and transactions subsequent to the balance sheet date. Based on this evaluation, and other than the November 10, 2015 sale of the certain tangible and intangible assets of the Company’s structural composites product line (described in Note 19) , and the cash dividend announced on October 28 , 2015 of $0.65 per share to shar eholders of record on November 9, 2015 payable on December 4 , 2015, 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 revenue and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents Cash and cash equivalents cons ist primarily of demand deposit 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, indus try and geographic factor s, the current business environment and its historical experience. Receivables are written off against these reserves in the period they are determined to be uncollecta ble. Inve ntory 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. When evaluating the potential impairment of goodwill, the Company will first assess a range of qualitative factors, including but not limited to, industry conditions, the competitive environment, changes in the market for our products and services, entity specific factors such as strategy and changes in key personnel, and the overall financial performance for each of our reporting units relative to expected , historical or projected future operating results. If after completing this assessment, it is determined that it is more likely than not that the fair value of a reporting unit is less than its carrying value, the Company will then proceed to a two ‑step impairment testing methodology using the income approach (discounted cash flow method). In the first step of this testing methodology, we compare the carrying value of the reporting unit, including goodwill, with its fair value, as determined by its estimated discounted cash flows. If the carrying value of a reporting unit exceeds its fair value, we then complete the second step of the impairment test to determine the amount of impairment to be recognized. In the second step, we estimate an implied fair value of the reporting unit’s goodwill by allocating the fair value of the reporting unit to all of the assets and liabilities other than goodwill (including intangible assets). If the carrying value of a reporting unit’s goodwill exceeds its implied fair value, we record an impairment loss equal to the difference in that period. 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 and improvements to 40 years Machinery and equipment 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 that 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 $1,410 and $1,256 at August 31, 2015 and 2014 , 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 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 are based on the RP-2014 Mortality Table , and a 1.54% discount rate. The Company’s net liability related to these postretirement obligations was $46 and $54 at August 31, 2015 and 2014, respectively. Revenue 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. These four transaction elements are typically met at the time of shipment or upon receipt by the customer based on contractual terms. 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 by 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 operating income. For certain products, consigned inventory is maintained at customer locations; for these products, revenue is typically recognized in the period that the inventory is consumed. 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 charge 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 as they are earned. 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 $2,690 , $2,599 and $3,395 for the years ended August 31, 2015, 2014 and 2013, respectively , and was recorded within selling, general and administrative expenses . 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, ASC Topic 718 “Compensation – Stock Compensation” (“ASC 718”), 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 2015, 2014 and 2013 was $1,120 , $1,096 and $1,621 , respectively. The fair value of options granted was estimated on the date of grant using the Black ‑Scholes option pricing model with the following weighted average assumptions for the years ending August 31, 2015, 2014 and 2013: 2015 2014 2013 Expected Dividend yield % % % Expected life years years years Expected volatility % % % Risk-free interest rate % % % Expected volatility is determined by lookin g at a combination of historical volatility over the past seven years as well as implied future volatility . 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. The functional currency for all our other operations is the U.S. Dollar. Revenue and expenses of these businesses 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 income (expense) 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 h as unvested share ‑based payment 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. 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 interest. Based on the criteria in ASC 810, the Company determined that its joint venture agreement qualified as a variable interest entity (“VIE”) prior to the purchase of its former joint venture partner’s 50% non-controlling membership interest . The purpose of the joint venture was to combine the elements of NEPTCO’s and the joint venture partner’s (an otherwise unrelated party) fiber optic strength element 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 was 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 operation 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 operations of the joint venture in its consolidated financial statements. On October 31, 2014, the Company purchased the 50% non-controlling membership interest of the JV owned by its joint venture partner , thus making the JV a wholly owned entity. Segments The segment reporting topic of the Financial Accounting Standards Board (“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 segments are distinguished by the nature of the products and how they are delivered to their respective markets. The Industrial Materials segment includes specified products that are used in or integrated into another company’s product with demand typically 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, laminates for the 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, cover tapes essential to delivering semiconductor components via tape and reel packaging, and wind energy composite materials and elements. This segment also includes glass-based strength elements products designed to allow fiber optic cables to withstand mechanical and environmental strain and stress and which we operated as a joint venture prior to October 31, 2014. Further, beginning January 30, 2015 the Industrial Materials segment includes microspheres, sold under the Dualite bran d, and polyurethane dispersions, both obtained through acquisition, and included in the Company’s specialty chemical intermediates product line. The Construction Materials segment is composed of typically project-oriented product offerings that are primarily sold and used as “Chase” branded products. Construction Materials products include protective coatings for pipeline applications, coating and lining systems for use in liquid storage and containment applications, adhesives and sealants used in architectural and building envelope water proofing 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 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers”, which will replace most of the existing revenue recognition guidance under U.S. Generally Accepted Accounting Principles. The core principle of the ASU is that an entity should recognize revenue for the transfer of goods or services equal to the amount that it expects to be entitled to receive for those goods or services. The ASU requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments. The ASU will be effective for the Company beginning September 1, 2018 (fiscal 2019), including interim periods in its fiscal year 2019, and allows for either retrospective or modified retrospective methods of adoption. The Company is in the process of determining the method of adoption and assessing the impact of this ASU on the Company’s consolidated financial position, results of operations and cash flows. In July 2015, the FASB issued ASU No. 2015-11, “Inventory (Topic 330): Simplifying the Measurement of Inventory.” Under this accounting guidance, inventory will be measured at the lower of cost and net realizable value and other options that currently exist for market value will be eliminated. ASU No. 2015-11 defines net realizable value as the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. No other changes were made to the current guidance on inventory measurement. This accounting guidance is effective for us in the first quarter of fiscal 2018. Early adoption is permitted. We are currently evaluating the impact of the adoption of this accounting standard update on our consolidated financial statements. |
Inventories
Inventories | 12 Months Ended |
Aug. 31, 2015 | |
Inventories | |
Inventories | Note 2—Inventories Inventories consist of the following as of August 31, 2015 and 2014: 2015 2014 Raw materials $ $ Work in process Finished goods Total Inventories $ $ |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Aug. 31, 2015 | |
Property, Plant and Equipment | |
Property, Plant and Equipment | Note 3—Property, Plant and Equipment Property, plant and equipment consist of the following as of August 31, 2015 and 2014: 2015 2014 Land and improvements $ $ Buildings Machinery and equipment Leasehold improvements Construction in progress Accumulated depreciation Property, plant and equipment, net $ $ |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Aug. 31, 2015 | |
Goodwill and Other Intangibles | |
Goodwill and Other Intangibles | Note 4—Goodwill and Intangible Assets The changes in the carrying value of goodwill, by operating segment, are as follows: Industrial Materials Construction Materials Consolidated Balance at August 31, 2013 $ $ Acquisition of Paper Tyger - additional earnout — Foreign currency translation adjustment Balance at August 31, 2014 $ $ $ Acquisition of specialty chemical intermediates product line — Foreign currency translation adjustment Balance at August 31, 2015 $ $ $ 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 has identified ten reporting units within 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 31 st ) and whenever events or circumstances indicate the carrying value of goodwill may not be recoverable. For fiscal 2015, the Company’s review indicated no impairment of goodwill, or at-risk reporting units. As of August 31, 2015, the Company had a total goodwill balance of $44,123 related to its acquisitions, of which $7,367 remains deductible for income taxes. Intangible assets subject to amortization consist of the following as of August 31, 2015 and 2014: Weighted-Average Gross Carrying Accumulated Net Carrying Amortization Period Value Amortization Value August 31, 2015 Patents and agreements years $ $ $ Formulas and technology years Trade names years Customer lists and relationships years $ $ $ August 31, 2014 Patents and agreements years $ $ $ Formulas and technology years Trade names years Customer lists and relationships years $ $ $ Aggregate amortization expense related to intangible assets for the years ended August 31, 2015, 2014 and 2013 was $6,762 , $4,822 and $4,793 , respectively. As of August 31, 2015 estimated amortization expense for the next five fiscal years is as follows: Years ending August 31, 2016 $ 2017 2018 2019 2020 |
Cash Surrender Value of Life In
Cash Surrender Value of Life Insurance | 12 Months Ended |
Aug. 31, 2015 | |
Cash Surrender Value of Life Insurance. | |
Cash Surrender Value of Life Insurance | 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, 2015 and 2014, secured by the policies, with the following carriers as of August 31, 2015 and 2014: 2015 2014 John Hancock $ $ John Hancock (formerly Manufacturers’ Life Insurance Company) Metropolitan Life Insurance Other life insurance carriers $ $ Subject to periodic review, the Co mpany intends to maintain these policies through the lives or retirements of the insureds. |
Long-Term Debt and Notes Payabl
Long-Term Debt and Notes Payable | 12 Months Ended |
Aug. 31, 2015 | |
Long-Term Debt and Notes Payable | |
Long-Term Debt and Notes Payable | Note 6—Long-Term Debt Long ‑term debt consists of the following at August 31, 2015 and 2014: 2015 2014 Term note payable to bank in 19 quarterly installments that began in September 2012. The principal amount of the quarterly installments was $1,400 through June 2014, increased to $1,750 per quarter through June 2015, and increased 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 1.95% at August 31, 2015). The remaining principle balance, plus any interest, is due on the term note's maturity date of June 27, 2017. $ $ Less portion payable within one year classified as current Long-term debt, less current portion $ $ The Company has a revolving lin e of credit totaling $15,000 with Bank of America that bears interest at the 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, 2015 , 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 201 6 and future periods. Our credit agreement with Bank of America, which outlines the terms of both the term note payable and the revolving line of credit, contains customary affirmative and negative covenants that, among other things, restrict our ability to incur additional indebtedness. It also requires the Company to maintain a ratio of consolidated indebtedness to consolidated EBITDA (each as defined in the agreement) of no more than 3.00 to 1.00 , and to maintain a consolidated fixed charge coverage ratio (as calculated in the agreement) of at least 1.25 to 1.00. The Company was in compliance with its debt covenants as of August 31, 2015. |
Income Taxes
Income Taxes | 12 Months Ended |
Aug. 31, 2015 | |
Income Taxes | |
Income Taxes | Note 7—Income Taxes Domestic and foreign pre ‑tax income for the years ended August 31, 2015, 2014 and 2013 was: Year Ended August 31, 2015 2014 2013 United States $ $ $ Foreign $ $ $ The provision (benefit) for income taxes for the years ended August 31, 2015, 2014 and 2013 was: Year Ended August 31, 2015 2014 2013 Current: Federal $ $ $ State Foreign Total current income tax provision Deferred: Federal State Foreign Total deferred income tax benefit Total income tax provision $ $ $ 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 Company’s combined federal, state and foreign effective tax rate as a percentage before taxes for fiscal 2015, 2014 and 2013, net of offsets generated by federal, state and foreign tax benefits, was 35.9% , 34.5% and 35.1% , respectively. The following is a reconciliation of the effective income tax rate with the U.S. federal statutory income tax rate for the years ended August 31, 2015, 2014 and 2013: Year Ended August 31, 2015 2014 2013 Federal statutory rates % % % Adjustment resulting from the tax effect of: State and local taxes, net of federal benefit % % % Domestic production deduction % % % Foreign tax rate differential % % % Adjustment to uncertain tax position % % % Research credit generated % % % Noncontrolling partnership interest % % % Tax effect of undistributed earnings % % % Other % % % Effective income tax rate % % % The following table summarizes the tax effect of temporary differences on the Company’s income tax provision: Year Ended August 31, 2015 2014 2013 Current income tax provision $ $ $ 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 Total deferred income tax benefit Total income tax provision $ $ $ 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, 2015 2014 Current: Deferred tax assets: Allowance for doubtful accounts $ $ Inventories Accruals Warranty reserve Current deferred tax assets Deferred tax liabilities: Prepaid liabilities Current deferred tax liabilities Current deferred tax assets, net Noncurrent: Deferred tax assets: Pension accrual Deferred compensation Loan finance costs Restricted stock grants Non qualified stock options Foreign tax credits — Foreign other Noncurrent deferred tax assets Deferred tax liabilities: Unrepatriated earnings Unrealized gain/loss on restricted investments Depreciation and amortization Other Noncurrent deferred tax liabilities Noncurrent deferred tax liabilities, net Net deferred tax liabilities $ $ Given our cash position and borrowing capability in the U.S. and the potential for increased investment and acquisitions in foreign jurisdictions, we do not have a history of repatriating a significant portion of our foreign cash. However, we do not currently take the position that undistributed foreign subsidiaries’ earnings are considered to be permanently reinvested. Accordingly, we recognize a deferred tax liability for the estimated future tax effects attributable to temporary differences due to these unremitted earnings. In the event that circumstances should change in the future and we decide to repatriate these foreign amounts to fund U.S. operations, the Company would pay the applicable U.S. taxes on these repatriated foreign amounts to satisfy all previously recorded tax liabilities. A summary of the Company’s adjustments to its uncertain tax positions in fiscal years ended August 31, 2015, 2014 and 2013 are as follows: 2015 2014 2013 Balance, at beginning of the year $ $ $ Increase for tax positions related to the current year Increase for tax positions related to prior years — — — Increase for interest and penalties Decreases for lapses of statute of limitations — Balance, at end of year $ $ $ The unrecognized tax benefits mentioned above include an aggregate of $632 of accrued interest and penalty balances related to uncertain tax positions. The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. An increase in accrued interest and penalty charges of approximately $90 , net of federal tax expense, was recorded as a tax expense during the current fiscal year. The Company does not anticipate that its accrual for uncertain tax positions will be reduced by a material amount over the next twelve month period, as it does not expect to settle any potential disputed items with the appropriate taxing authorities nor does it expect the statute of limitations to expire for any items. 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 2011. For foreign jurisdictions, the statute of limitations remains open in the UK for fiscal years subsequent to 2011 and in France for fiscal years subsequent to 2014. |
Capital and Operating Leases
Capital and Operating Leases | 12 Months Ended |
Aug. 31, 2015 | |
Capital and Operating Leases | |
Capital and Operating Leases | Note 8—Capital and Operating Leases The Company is obligated under various capital and operating leases, primarily for real property and equipment. Future mi nimum 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, 2015, are as follows: Future Capital Future Operating Year ending August 31, Lease Payments Lease Payments 2016 $ $ 2017 2018 — 2019 — 2020 — 2021 and thereafter — Total future minimum lease payments $ $ Less: interest (at rates ranging from 4% to 8%) $ Less: current portion $ Total rental expense for all operating leases amounted to $1,541 , $1,577 and $1,761 for the years ended August 31, 2015, 2014 and 2013, respectively. |
Benefits and Pension Plans
Benefits and Pension Plans | 12 Months Ended |
Aug. 31, 2015 | |
Pensions and Other Post Retirement Benefits | |
Pensions and Other Post Retirement Benefits | Note 9—Benefits and Pension Plans 401(k) Plan s 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 one percent of salary contributed and 50% thereafter, up to an amount equal to three and one half percent of such employee’s annual salary. Through our wholly owned subsidiary NEPTCO , the Company has two additional 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 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 $394 , $392 and $351 for the years ended August 31, 2015, 2014 and 2013, 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 $1,410 and $1,256 at August 31, 2015 and 2014, 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, 2015. 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 in June 2012 to include a soft freeze with an effective date of July 15, 2012. All eligible participants who were previously admitted to the plan prior to the applicable soft freeze dates will continue to accrue benefits as detailed in the plan agreements. Through our wholly owned subsidiary NEPTCO, the Company has a third defined benefit pension plan (“NEPTCO Pension Plan”) covering our union employees at our 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. The measurement date for the NEPTCO Pension Plan is August 31, 2015. The following tables reflect the status of the Company’s pension plans for the years ended August 31, 2015, 2014 and 2013: Year Ended August 31, 2015 2014 2013 Change in benefit obligation Projected benefit obligation at beginning of year $ $ $ Service cost Interest cost Assumption change — — Actuarial loss Curtailments — — Settlements Benefits paid Projected benefit obligation at end of year $ $ $ Change in plan assets Fair value of plan assets at beginning of year $ $ $ Actual return on plan assets Employer contribution Settlements Benefits paid Fair value of plan assets at end of year $ $ $ Funded status at end of year $ $ $ Year Ended August 31, 2015 2014 2013 Amounts recognized in consolidated balance sheets Non-current assets $ $ $ Current liabilities Non-current liabilities Net amount recognized in Consolidated Balance Sheets $ $ $ Actuarial present value of benefit obligation and funded status Accumulated benefit obligations $ $ $ Projected benefit obligations $ $ $ Plan assets at fair value $ $ $ Amounts recognized in accumulated other comprehensive Income Prior service cost $ $ $ Net actuarial loss Adjustment to pre-tax accumulated other comprehensive income $ $ $ Year Ended August 31, 2015 2014 2013 Other changes in plan assets and benefit obligations recognized in other comprehensive income Net loss $ $ $ Amortization of loss Assumption change — — Amortization of prior service cost Effect of settlement on accumulated other comprehensive income Total recognized in other comprehensive income Net periodic pension cost Total recognized in net periodic pension cost and other comprehensive income $ $ $ Estimated amounts that will be amortized from accumulated comprehensive income over the next fiscal year Prior service cost $ $ $ Net actuarial loss 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. Components of net periodic pension cost for the fiscal years ended August 31, 2015, 2014 and 2013 included the following: 2015 2014 2013 Components of net periodic benefit cost Service cost $ $ $ Interest cost Expected return on plan assets Amortization of prior service cost Amortization of accumulated loss Settlement and curtailment loss Net periodic benefit cost $ $ $ Weighted ‑average assumptions used to determine benefit obligations as of August 31, 2015, 2014 and 2013 are as follows: 2015 2014 2013 Discount rate Qualified plan % % % Supplemental plan % % % NEPTCO plan % % % Rate of compensation increase Qualified and Supplemental plan % % % NEPTCO plan — % — % — % Weighted ‑average assumptions used to determine net periodic benefit cost for the years ended August 31, 2015, 2014 and 2013 are as follows: 2015 2014 2013 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 Qualified and Supplemental plan % % % NEPTCO plan — % — % — % It is the Company’s policy to evaluate, on an annual basis, the discount rate used to determine the projected benefit obligation to approximate rates on high ‑quality, long ‑term obligations. The Moody’s Corporate Aa Bond index has generally been used as a benchmark for this purpose, with adjustments made if the duration of the index differed from that of the plan. For periods since August 31, 2008, the discount rate has been determined by matching the expected payouts from the respective plans to the spot rates inherent in the Citigroup Pension Discount Curve. A single rate is then developed, that when applied to the expected cash flows, results in the same present value as determined using the various spot rates. The Company believes that this approach produces the most appropriate approximation of the plan liability. The Company estimates that each 100 basis point reduction in the discount rate would result in additional net periodic pension cost, the Company’s primary pension obligation, of approximately $7 6 for the Qualified Plan and $2 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 $75 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 both domestic and foreign equity investments 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 7.0% . 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, 2015, 2014 and 2013: Target Allocation Percentage of Plan Assets as of August 31, Asset Category Range 2015 2014 2013 Equity securities 40 -70 % % % % Debt securities 20 -50 % % % % Real estate 0 -15 % — % — % % Other 0 -10 % — % % — % Total % % % % NEPTCO Pension Plan Assets 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 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 7.0% . 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, 2015, 2014 and 2013: Target Allocation Percentage of Plan Assets as of August 31, Asset Category Range 2015 2014 2013 Equity securities 20 -65 % % % % Debt securities 35 -80 % % % % Other 0 -10 % % % — % Total % % % % 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, 2015 and 2014 by asset category: Fair value measurements at Fair value measurements at August 31, 2015: August 31, 2014: Significant Significant Quoted prices other Significant Quoted prices other Significant in active observable unobservable in active observable unobservable August 31, markets inputs inputs August 31, markets inputs inputs 2015 (Level 1) (Level 2) (Level 3) 2014 (Level 1) (Level 2) (Level 3) Asset Category Equity securities $ $ $ — $ — $ $ $ — $ — Debt securities — — — — Other — — — — Total $ $ $ — $ — $ $ $ — $ — 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. 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 2016 $ 2017 2018 2019 2020 2021-2025 $ The Company contributed $306 , $267 and $2,300 to fund its obligations under the pension plans for the years ended August 31, 2015, 2014 and 2013 , respectiv ely. The Company plans to make the necessary contributions during fiscal 2016 to ensure its pension plans continue to be adequately funded given the current market conditions. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Aug. 31, 2015 | |
Stockholders' Equity | |
Stockholders' Equity | Note 10—Stockholders’ Equity 2013 Equity Incentive Plan In October 2012, the Company adopted , and the stockholders subsequently approved , the 2013 Equity Incentive Plan (the “2013 Plan”). The 2013 Plan permits the grant of restricted stock, stock options, deferred stock, stock payments or other awards to employees, participating officers, directors, consultants and advisors who are linked directly to increases in shareholder value. The aggregate number of shares available for grant under the 2013 Plan is 1,200,000 . Additional shares may become available in connection with share splits, share dividends or similar transactions. As of August 31, 2015, the Company had not yet made any awards under the 2013 Plan. 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 who are linked directly to increases in shareholder value. The aggregate number of shares available for grant under the 2005 Plan was initially 1,000,000 . Additional shares may become available in connection with share splits, share dividends or similar transactions. As of August 31, 2015, 11,637 shares remained available for future grant under the 2005 Plan. No incentive stock options may be granted under the 2005 Plan afte r November 23, 2015, and the 200 5 Plan will terminate and no other awards may be granted thereunder on the date of the annual meeting of the Board of Directors immediately following such date. 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. Restricted Stock Employees and Executive Management In August 2010, the Board of Directors of the Company approved the fiscal year 2011 Long Term Incentive Plan (“LTIP”) for the executive officers. Th e 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, for which compensation expense was 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, for which compensation expense was 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 was recognized on a ratable basis over the vesting period. 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, for which compensation expense was 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, for which compensation expense was 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 was 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. In October 2012, the Board of Directors of the Company approved the fiscal year 2013 LTIP for the executive officers and other members of management. The 2013 LTIP is an equity based plan with a grant date of October 22, 2012. 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 11,861 shares in the aggregate, subject to adjustment, with a vesting date of August 31, 2015 , for which compensation expense wa s recognized on a ratable basis over the vesting period based on quarterly probability assessments; and (b) a time ‑based restricted stock grant of 16,505 and 1,931 shares in the aggregate, with vesting date s of August 31, 2015 and August 31, 2013, respectively, for which compensation expense was recognized on a ratable basis over the vesting period. Based on the fiscal year 2013 financial results, 11,861 additional shares of restricted stock (total of 23,722 shares) were earned and granted subsequent to the end of fiscal year 2013 in accordance with the performance measurement criteria. No further performance-based measurements apply to this award. In September 2013, the Board of Directors of the Company approved the fiscal year 2014 LTIP for the executive officers and other members of management. The 2014 LTIP is an equity based plan with a grant date of September 1, 2013. In addition to the stock option component described below, the plan contained the following restricted stock components: (a) performance and service-based restricted stock grant of 7,529 shares in the aggregate, subject to adjustment, with a vesting date of August 31, 2016, for which compensation expense is recognized on a ratable basis over the vesting period based on quarterly probability assessments; and (b) a time-based restricted stock grant of 8,323 and 1,040 shares in the aggregate, with vesting dates of August 31, 2016 and August 31, 2014, respectively, for which compensation expense is recognized on a ratable basis over the vesting period. Based on the fiscal year 2014 financial results, 5,485 additional shares of restricted stock (total of 13,014 shares) were earned and granted subsequent to the end of fiscal year 2014 in accordance with the performance measurement criteria. No further performance-based measurements apply to this award. In August 2014, the Board of Directors of the Company approved the fiscal year 2015 LTIP for the executive officers and other members of management. The 2015 LTIP is an equity-based plan with a grant date of September 1, 2014. In addition to the stock option component described below, the plan contains the following restricted stock components: (a) a performance and service- based restricted stock grant of 6,993 shares in the aggregate, subject to adjustment based on fiscal 2015 results, with a ves ting date of August 31, 2017, for which c ompensation expense is recognized on a ratable basis over the vesting period based on quarterly probability assessments; and (b) time-based restricted stock grant o f 7,005 and 1,127 s hares (total of 8,132 shares) in the aggregate, with vesting date s of August 31, 2017 and September 1, 2014, respectively . Compensation expense is being recognized on a ratable basis over the vesting period. During the third quarter of fiscal 2015, an additional 16,000 restricted shares were issued to non-executive members of management; 15,000 with a vesting date of April 16, 2020 and 1,000 with a vesting date of January 31, 2018. Compensation expense is being recognized on a ratable basis over the vesting period. Non-Employee Board of Directors In February 2012, as part of their standard compensation for board service, 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 vested at the conclusion of the service period. Compensation expense was recognized on a ratable basis over the twelve -m onth vesting period. In February 2013, as part of their standard compensation for board service, non ‑employee members of the Board received a total grant of 7,706 shares of restricted stock for service for the period from January 31, 2013 through January 31, 2014. The shares of restricted stock vested at the conclusion of this service period. Compensation expense was recognized on a ratable basis over the twelve- month vesting period. In February 2014, as part of their standard compensation for board service, non-employee members of the Board received a total grant of 4,878 shares of restricted stock for service for the period from January 31, 2014 through January 31, 2015. The shares of restricted stock vested at the conclusion of this service period. Compensation expense was recognized on a ratable basis over the twelve- month vesting period. In February 2015, as part of their standard compensation for board service , non-employee members of the Board receive d a total grant of 5,361 shares of restricted stock for service for the period from January 31, 2015 through January 31, 2016. The shares of restricted stock vest one year from the dat e of grant, the conclusion of this service period. Compensation expense is recognized on a ratable basis over the twelve -month vesting period. Stock Options 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 vest ed in three equal annual allotments ending on March 8, 2015. The options will expire on March 8, 2022. Compensation expense was recognized over the period of the award on an annual basis consistent with the vesting terms. In October 2012, the Board of Directors of the Company approved the fiscal year 2013 LTIP for the executive officers and other members of management. The 2013 LTIP is an equity based plan with a grant date of October 22, 2012 and included options to purchase 43,964 shares of common stock in the aggregate with an exercise price of $16.00 per share. The options vest ed in three equal annual allotments ending on August 31, 2015. The options will expire on October 22, 2022. Compensation expense was recognized over the period of the award on an annual basis consistent with the vesting terms. In September 2013, the Board of Directors of the Company approved the fiscal year 2014 LTIP for the executive officers and other members of management. The 2014 LTIP is an equity-based plan with a grant date of September 1, 2013 and included options to purchase 25,969 shares of common stock in the aggregate with an exercise price of $29.72 per share. The options vest in three equal annual allotments beginning on August 31, 2014 and ending on August 31, 2016. The options will expire on August 31, 2023. Compensation expense is recognized over the period of the award on an annual basis consistent with the vesting terms. In August 2014, the Board of Directors of the Company approved the fiscal year 2015 LTIP for the executive officers and other members of management. The 2015 LTIP is an equity-based plan with a grant date of September 1, 2014 and included options to purchase 22,750 shares of common stock in the aggregate with an exercise price of $35.50 per share. The options vest in three equal annual installments beginning on August 31, 2015 and ending on August 31, 2017. Of the options granted, 7,438 will expire on August 31, 2024 and 15,312 will expire on September 1, 2024. Compensation expense is 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, 2015: Options Outstanding Options Exercisable Exercise Prices Number Outstanding Weighted Avg. Remaining Contractual Life Weighted Average Exercise Price Aggregate Intrinsic Value Number Exercisable Weighted Average Exercise Price Aggregate Intrinsic Value $ 4.0 $ $ $ $ $ 5.0 $ $ $ $ $ 6.0 $ $ $ $ $ 6.5 $ $ $ $ $ 7.1 $ $ $ $ $ 3.1 $ $ $ $ $ 8.0 $ $ $ $ $ 9.0 $ $ $ $ 5.4 $ $ $ $ All stock option plans have been approved by the Company’s stockholders. 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. A summary of the transactions of the Company’s stock option plans for the years ended August 31, 2015, 2014 and 2013 is presented below: Officers and Employees Weighted Average Exercise Price Options outstanding at August 31, 2012 $ Granted $ Exercised Forfeited or cancelled — $ Options outstanding at August 31, 2013 $ Granted $ Exercised $ Forfeited or cancelled — Options outstanding at August 31, 2014 $ Granted $ Exercised $ Forfeited or cancelled Options outstanding at August 31, 2015 $ Options exercisable at August 31, 2015 $ The weighted average grant date fair value of options granted in the years ended August 31, 2015, 2014 and 2013 was $12.10 , $10.52 and $4.23 per share, respectively. The total pretax intrinsic value of stock options exercised was $3,972 , $2,153 and $678 for the years ended August 31, 2015, 2014, and 2013, respectively. Excluding the common stock currently reserved for issuance upon exercise of the 313,389 outstanding options, there are 1,211,637 shares of common stock available for future issuance under the Company’s equity compensation plans. This number includes 11,637 shares remaining under the 2005 Incentive Plan, which by its terms is scheduled to terminate on the date of the annual meeting of the Board of Directors immediately following November 23, 2015. Based on historic experience, management estimates all outstanding stock options will vest. The income tax benefit realized from stock options exercised, vesting of restricted stock and issuance of stock pursuant to grants of restricted stock units was $1,131 , $1,324 and $622 for the years ended August 31, 2015, 2014 and 2013, respectively. As of August 31, 2015, unrecogniz ed expense related to all stock- base d compensation described above wa s $1,524 (including $1,390 for restricted stock and $134 for stock options), which will be recognized over the next five fiscal years. |
Segment Data
Segment Data | 12 Months Ended |
Aug. 31, 2015 | |
Segment Data | |
Segment Data | Note 11—Segment Data The Company is organized into two operating segments, an Industrial Materials segment and a Construction Materials segment. The segments are 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 typically 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, laminates for the 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, cover tapes essential to delivering semiconductor components via tape and reel packaging, and wind energy composite materials and elements. This segment also includes glass-based strength elements designed to allow fiber optic cables to withstand mechanical and environmental strain and stress and which we operated as a joint venture prior to October 31, 2014. Further, beginning January 30, 2015, the Industrial Materials segment includes microspheres, sold under the Dualite bran d, and polyurethane dispersions, both obtained through acquisition, and included in the Company’s specialty chemical intermediates product line. The Construction Materials segment is composed of typically project-oriented product offerings that are primarily sold and used as “Chase” branded products. Construction Materials products include protective coatings for pipeline applications, coating and lining systems for use in liquid storage and containment applications, adhesives and sealants used in architectural and building envelope wa terproofing applications, high- performance polymeric asphalt additives, and expansion and control joint systems for use in the transportation and architectural markets. The following tables summarize information about the Company’s segments , reflective of reclassifications made to certain prior period expenses : Years Ended August 31, 2015 2014 2013 Revenue Industrial Materials $ $ $ Construction Materials Total $ $ $ Income before taxes Industrial Materials $ (a) $ (c), (d) $ (c), (f) Construction Materials (c) (c) Total for reportable segments Corporate and common costs (b) (c),(e) (c),(g) Total $ $ $ Includes the following costs by segment: Industrial Materials Interest $ $ $ Depreciation Amortization Construction Materials Interest $ $ $ Depreciation Amortization (a) Includes $65 of expense related to inventory step-up in fair value related to the January 2015 acquisition of the specialty chemical intermediates product line (b) Includes $584 in expenses related to the January 2015 acquisition of the specialty chemical intermediates product line, and $188 of pension related settlement costs due to the timing of lump sum distributions (c) Includes the reclassification of $8, 76 0 and $9,217 for fiscal years 2014 and 2013, respectively, of expenses from the Industrial Materials segment, and the reclassification of $3, 05 2 and $4,675 for fiscal years 2014 and 2013, respectively, of expenses from the Construction Materials segment, in each case resulting in a corresponding net increase in Corporate and Common Costs for such years. The reclassification reflects the methodology with which the Company internally reviews expenses in the current year (d) Includes $5,706 gain on sale of Insulfab product line (e) Includes $348 of pension related settlement costs due to the timing of lump sum distributions. (f) Includes $564 of expenses related to inventory step up in fair value related to the NEPTCO acquisition and $521 of pension related settlement costs due to the timing of lump sum distributions (g) Includes $595 of pension related settlement costs due to the t iming of lump sum distributions As of August 31, 2015 2014 Total assets Industrial Materials $ $ Construction Materials Total for reportable segments Corporate and common assets Total $ $ |
Export Sales and Foreign Operat
Export Sales and Foreign Operations | 12 Months Ended |
Aug. 31, 2015 | |
Export Sales and Foreign Operations | |
Export Sales and Foreign Operations | Note 12—Export Sales and Foreign Operations Export sales from continuing domestic operations to unaffiliated third parties were $ 27,955 , $21,212 and $22,827 for the years ended August 31, 2015, 2014 and 2013, respectively. Export sales increased in fiscal 2015 as compared to both fiscal 2014 and fiscal 2013 primarily due to increased sales into developing markets in Asia Pacific in fiscal 2015 , as well as growth in sales to Canada . The Company’s products are sold world-wide. For the years ended August 31, 2015, 2014 and 2013, sales from its operations located in the United Kingdom accounted for 13% , 10% and 7% , respectively , of the Company’s total revenue. No other foreign geographic area accounted for more than 10% of total revenue for any of the three years ended August 31, 2015. As of August 31, 2015 and 2014, the Company had long ‑lived assets (defined as tangible assets providing the Company with a future economic benefit beyond the current year or operating period, including buildings, equipment and leasehold improvements) of $3,947 and $4,349 , respectively, located in the United Kingdom. These balances exclude goodwill and intangibles of $8,266 and $9,924 , as of August 31, 2015 and 2014, respectively. No foreign geographic area accounted for more than 10% of the Company’s total assets as of August 31, 2015 and 2014. |
Supplemental Cash Flow Data
Supplemental Cash Flow Data | 12 Months Ended |
Aug. 31, 2015 | |
Supplemental Cash Flow Data | |
Supplemental Cash Flow Data | Note 13—Supplemental Cash Flow Data Supplemental cash flow information for the years ended August 31, 2015, 2014 and 2013 is as follows: 2015 2014 2013 Income taxes paid $ $ $ Interest paid $ $ Non-cash Investing and Financing Activities Common stock received for payment of stock option exercises $ $ $ Property, plant and equipment additions included in accounts payable $ $ $ Deferred tax assets and liabilities acquired from non-controlling interest $ $ — $ — Acquisition of specialty chemical intermediates product line Inventory $ Property, plant and equipment Goodwill Intangible assets Payments for acquisitions $ Sale of Insulfab product line Current assets (excluding cash) $ Property and equipment Accounts payable and accrued liabilities Gain on sale of business Cash received from sale of product line, net of transaction costs $ |
Acquisition of Specialty Chemic
Acquisition of Specialty Chemical Intermediates Product Lines | 12 Months Ended |
Aug. 31, 2015 | |
Acquisition of Specialty Chemical Intermediates Product Lines | |
Acquisition of Specialty Chemical Intermediates Product Lines | Note 14—Acquisitions Acquisition of outstanding non-controlling membership interest in NEPTCO JV LLC On October 31, 2014, the Company purchased the 50% non-controlling membership interest of NEPTCO JV LLC (the “JV”) that had been owned by its joint venture partner, an otherwise unrelated party. The purchase consideration due at the time of closing was not deemed to be material to the Company, and is subject to certain contingent adjustments based on certain future events related to the JV. The Company does not believe that these contingent adjustments will be material to the Company. The purchase was funded entirely with available cash on hand. Because of the Company’s controlling financial interest, the JV’s assets, liabilities and results of operations have been consolidated within the Company’s consolidated financial statements since June 27, 2012, the date the Company acquired NEPTCO. Given the Company’s 100% ownership as of October 31, 2014, in subsequent periods the Company will continue to fully consolidate assets, liabilities and results of operations, but will no longer record an offsetting amount for a non-controlling interest. See Note 15 for additional information on the JV. Acquisition of Specialty Chem ical Intermediates Product Line On January 30, 2015, the Company acquired two product lines from Hen kel Corporation (the “Seller”) for a purchase price of $33,285 , after working capital adjustments and excluding any acquisition related costs. As part of this transaction, Chase acquired the Seller’s microspheres product line, sold under the Dualite brand, located in Greenville, SC, and obtained exclusive distribution rights and intellectual property related to the Seller’s polyurethane dispersions product line, operating in the Elgin, IL location. Under the agreement, Chase entered into a ten -year facility operating lease at the Seller’s Greenville, SC location. The Seller will perform certain manufacturing and application services for Chase at the Seller’s Elgin, IL location for three years following the acquisition . The purchase was funded entirely with available cash on hand. Since the effective date for this acquisition, January 30, 2015, the financial results of the specialty chemical intermediates product line , have been included in the Company’s financial statements within the Industrial Materials operating segment. The acquisition was accounted for as a business combination under ASC Topic 805, “Business Combinations.” In accordance with this accounting standard, the Company expensed $584 of acquisition related costs during the year ended August 31, 2015 . Purchase accounting was completed in the quarter ended May 31, 2015 with no material adjustments made to the initial amounts recorded at the end of the second fiscal quarter. The purchase price has been allocated to the acquired tangible and identifiable intangible assets assumed based on their fair values as of the date of the acquisition: Assets & Liabilities Amount Inventory $ Property, plant & equipment Goodwill Intangible assets Total purchase price $ The excess of the purchase price ov er the net tangible and intangible assets acquired resulted in goodwill of $6,371 that is largely attributable to the synergies and economies of scale from combining the operations and technologies of Chase and the two product lines, 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 the specialty chemical intermediates product line are included in the Industrial Materials operating segment. Identifiable intangible assets purchased with this transaction are as follows: Intangible Asset Amount Useful life Customer relationships $ years Technology years Trade name years Backlog months Total intangible assets $ Supplemental Pro Forma Data (unaudited) The following table presents the pro forma results of the Company for the years ended August 31, 2015 and 2014 , as though the specialty chemical intermediates product line acquisition described above occurred on September 1, 2013 , the first day of fiscal 2014 . The actual revenue and expenses for the specialty chemical intermediates product line acquisition are included in the Company’s fiscal 2015 consolidated results beginning on January 30, 2015. Revenue and net gain attributable to Chase Corporation for the specialty chemicals intermediates product line since the acquisition date included in the consolidated statement of operations are $12,4 4 9 and $7 70 , respectively, inclusive of the effects of the $584 in acquisition costs, $65 in sale of inventory step-up cost and additional amortization expense recognized subsequent to the transaction. The pro forma results include adjustments for the estimated amortization of intangibles, acquisition related costs, sale of inventory step-up cost and the income tax impact of the pro-forma adjustments at the statutory rate of 35% . 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, 2013. Years Ended August 31, 2015 2014 Revenue $ $ Net income Net income attributable to Chase Corporation Net income available to common shareholders, per common and common equivalent share Basic earnings per share $ $ Diluted earnings per share $ $ |
Joint Venture
Joint Venture | 12 Months Ended |
Aug. 31, 2015 | |
Joint Venture | |
Joint Venture | Note 15—Joint Venture On October 31, 2014, the Company purchased the 50% non-controlling membership interest of NEPTCO JV LLC (the “JV”) that had been owned by its joint venture partner, an otherwise unrelated party. The purchase consideration is subject to certain contingent adjustments based on certain future events related to the JV. The purchase price, including these contingent adjustments, was not, nor will it be, material to the Company. Because of the Company’s controlling financial interest, the JV’s assets, liabilities, and results of operations have been consolidated within the Company’s consolidated financial statements since June 27, 2012, the date th e Company acquired NEPTCO. The C ompany continues to fully consolidate the assets, liabilities and results of operations of the JV, but no longer records an offsetting amount for a non ‑controlling interest. The ($95) recorded in the Consolidated Statement of Operations as Net (gain) loss attributable to non-controlling interest for the year ended August 31, 2015, represents the now-former joint venture partner’s share of the results of operations of the JV for the period from September 1, 2014 through October 31, 2014. The Company accounted for the joint venture partner’s non-controlling interest in the JV under ASC Topic 810 “Consolidations” (“ASC 810”). Based on the criteria in ASC 810, the Company had determined that the JV qualified as a variable interest entity (“VIE”). Under the JV agreement, which terminated with the Company’s October 2014 acquisition of the 50% outstanding non-controlling membership interest in the JV, the JV had agreed to purchase a minimum of 80% of its total glass fiber requirements from the joint venture partner. Additionally, the JV agreed to purchase private ‑label products exclusively from an affiliate of the joint venture partner; however, the JV was not subject to a minimum purchase requirement on private ‑label products. Purchases from the joint venture partner totaled $332 for the period from September 1, 2014 through October 31, 2014 and $1,610 for the year ended August 31, 2014, respectively. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Aug. 31, 2015 | |
Fair Value Measurements | |
Fair Value Measurements | Note 16—Fair Value Measurements The Company defines fair value as the price that would be received to sell an asset or paid to transfer a liability (exit price) in an orderly transaction between market participants at the measurement date. The Company uses a three ‑tier fair value hierarchy, which classifies the inputs used in measuring fair values. These tiers include: Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. The Company endeavors to utilize the best available information in measuring fair value. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company has determined that it does not have any financial liabilities measured at fair value other than long ‑term debt and that its financial assets are currently all classified within Level 1or Level 2 in the fair value hierarchy. The financial assets classified as Level 1 and Level 2 as of August 31, 2015 and 2014 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, 2015 and 2014: Fair value measurement category Quoted prices Significant other Significant Fair value in active markets observable inputs unobservable inputs measurement date Total (Level 1) (Level 2) (Level 3) Assets: Restricted investments August 31, 2015 $ $ — Restricted investments August 31, 2014 $ $ — The following table presents the fair values of the Company’s long ‑term debt as of August 31, 2015 and 2014 which is recorded at its carrying amount: Fair value measurement category Quoted prices Significant other Significant Fair value in active markets observable inputs unobservable inputs measurement date Total (Level 1) (Level 2) (Level 3) Liabilities: Long-term debt August 31, 2015 $ $ — — Long-term debt August 31, 2014 $ $ — — The carrying value of the long ‑ter m debt approximates its fair value, as the interest rate is set based on the movement of the underlying market rates. |
Net Income Per Share
Net Income Per Share | 12 Months Ended |
Aug. 31, 2015 | |
Net Income Per Share | |
Net Income Per Share | Note 17—Net Income Per Share The determination of earnings per share under the two ‑class method is as follows: Years Ended August 31, 2015 2014 2013 Net income attributable to Chase Corporation $ $ $ Less: Allocated to participating securities Available to common shareholders $ $ $ Basic weighted average shares outstanding Additional dilutive common stock equivalents Diluted weighted average shares outstanding Net income available to common shareholders, per common and common equivalent share Basic $ $ $ Diluted $ $ $ For the year ended August 31, 2015, stock options to purchase 20,271 shares of common stock were outstanding, but were not included in the calculation of diluted net income per share because the ir inclusion would be anti ‑dilutive. No stock options were excluded from the calculation for the years ended August 31, 2014 and 2013. Included in the calculation of dilutive common stock equivalents are the unvested portion of restricted stock, restricted stock units and stock options. |
Sale of Insulfab Product Line
Sale of Insulfab Product Line | 12 Months Ended |
Aug. 31, 2015 | |
Sale of Insulfab Product Line | |
Sale of Insulfab Product Line | Note 18—Sale of Insulfab Product Line O n October 7, 2013, the Company sold substantially all of its property and assets, including intellectual property, comprising the Insulfab ® product line, to an unrelated third party (“Buyer”). The Insulfab product line is primarily focused on manufacturing high quality, engineered barrier laminates used in aerospace applications. The sale proceeds of $7,394 were subject to certain post-closing adjustments based on the change in the final net book value compared to the bid date net book value. In the quarter ended November 30, 2013, management determined these post-closing adjustments resulted in an increase in the sale proceeds of $2,516 based on the increase of inventory sold to the Buyer at closing. This adjustment was settled and paid by the Buyer to the Company in the quarter ended February 28, 2014, net of amounts held in escrow. This transaction resulted in a pre-tax book gain of $5,706 ( $3,709 after-tax gain) which was recorded in the quarter ended November 30, 2013. The portion of the sale price held in escrow of $739 was recorded as a current asset (Due from sale of product line) as of August 31, 2014 and was available to resolve any submitted claims or adjustments up to 18 months from the closing date of the Insulfab sale. The escrow was released and the Company received the full $739 in the third quarter of fiscal 2015. |
Assets Held for Sale
Assets Held for Sale | 12 Months Ended |
Aug. 31, 2015 | |
Assets held for sale | |
Assets Held for Sale | 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. In the fourth quarter of fiscal 2015, Chase entered into an agreement to sell certain assets of its structural composites product line, to an otherwise unrelated party. At August 31, 2015, this transaction was conditional upon the execution of a definitive asset purchase and sales agreement and certain other deliverables including the transfer of tangible assets and intellectual property. On November 10, 2015 (the first quarter of fiscal 2016), the Company executed a definitive sales agreement, for these assets, for the sale price of $2,185 . The following table summarizes information about the assets held for sale as of August 31, 2015: August 31, 2015 Property, plant and equipment $ Patents and other intangible assets Total $ |
Contingencies
Contingencies | 12 Months Ended |
Aug. 31, 2015 | |
Commitments and Contingencies | |
Commitments and Contingencies | Note 20—Commitments and Contingencies 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 cash flows, 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 forecast of the ultimate loss in situations where the Company assesses the likelihood of loss as probable. |
Related Party Agreements
Related Party Agreements | 12 Months Ended |
Aug. 31, 2015 | |
Related Party Agreements | |
Related Party Agreements | Note 21 —Related Party Agreements As part of the Company’s purchase of NEPTCO in June 2012 , 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 element s businesses were combined. Prior to the Company’s October 31, 2014 purchase of the outstanding 50% non-controlling membership interest from its joint venture partner, this venture, which wa s 50% owned by each member, wa s managed and operated on a day ‑to ‑day basis by the Company. While operating under the joint ownership of the members, the JV had agreed to purchase a minimum of 80% of its total glass fiber requirements from Owens Corn ing. Additionally, the JV had agreed to purchase private ‑label products exclusively from an affiliate of the joint ven ture partner; however, the JV was not subject to a minimum purchase requirement on private ‑label products. These purchase agreements were terminated on October 31, 2014. Purchases from our now-former joint venture partner totaled $1,610 and $1,818 for the years ended August 31, 2014 and 2013 , respectively. Purchases from the joint venture partner totaled $332 for the period from September 1, 2014 through October 31, 2014. Please see Note 14 and 15 to the Company’s Consolidated Financial Statements for additional information on the JV. |
Selected Quarterly Financial Da
Selected Quarterly Financial Data (Unaudited) | 12 Months Ended |
Aug. 31, 2015 | |
Selected Quarterly Financial Data (Unaudited) | |
Selected Quarterly Financial Data (Unaudited) | 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, 2015 and 2014: Fiscal Year 2015 Quarters First Second Third Fourth Year 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 $ $ $ $ $ Fiscal Year 2014 Quarters First Second Third Fourth Year 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: Quarterly earnings per sha re amounts may not sum to earnings per share for the year due to rounding. |
Valuation and Qualifying Accoun
Valuation and Qualifying Accounts | 12 Months Ended |
Aug. 31, 2015 | |
Valuation and Qualifying Accounts | |
Valuation and Qualifying Accounts | Note 23 —Valuation and Qualifying Accounts The following table sets forth activity in the Company’s accounts receivable reserve: Year ended Balance at Beginning of Year Charges to Operations Deductions to Reserves Balance at End of Year August 31, 2015 $ $ $ $ August 31, 2014 $ $ $ $ August 31, 2013 $ $ $ $ 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, 2015 $ $ $ $ August 31, 2014 $ $ $ $ August 31, 2013 $ $ — $ $ |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income | 12 Months Ended |
Aug. 31, 2015 | |
Accumulated Other Comprehensive Income | |
Accumulated Other Comprehensive Income | Note 24 – Accumulated Other Comprehensive Income The changes in accumulated other comprehensive income (loss), net of tax, were as follows: Change in Funded Foreign Currency Restricted Status of Translation Investments Pension Plan Adjustment Total Balance at August 31, 2013 $ $ $ $ Other comprehensive gains (losses) before reclassifications Reclassifications to net income of previously deferred (gains) losses — Other comprehensive income (loss) Balance at August 31, 2014 $ $ $ $ Other comprehensive gains (losses) before reclassifications Reclassifications to net income of previously deferred (gains) losses — Other comprehensive income (loss) Balance at August 31, 2015 $ $ $ $ The following table summarizes the reclassifications from accumulated other comprehensive income (loss) to the consolidated statements of income: Amount of (Gain) Loss Reclassified from Accumulated Other Comprehensive Income (Loss) into Income Year Ended Year Ended Location of (Gain) Loss Reclassified from Accumulated August 31, 2015 August 31, 2014 Other Comprehensive Income (Loss) into Income Gains on Restricted Investments: Realized gain on sale of restricted investments $ $ Selling, general and administrative expenses Tax expense Gain net of tax $ $ Loss on Funded Pension Plan adjustments: Change in funded status of pension plan $ $ Cost of products and services sold Change in funded status of pension plan $ $ Selling, general and administrative expenses Tax benefit Loss net of tax $ $ Total net loss reclassified for the period $ $ |
Summary of Significant Accounti
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Aug. 31, 2015 | |
Recent Accounting Policies | |
Products and Markets | Products and Markets The Company’s principal products are specialty tapes, laminates, s ealants, coatings and chemical intermediates 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; (vii) flexible, rigid and semi ‑rigid fiber optic strength elements designed to allow fiber optic cables to withstand mechanical and environmental strain and stress ; (viii) polymeric microspheres utilized by various industries to allow for weight and density reduction and sound dampening; and (ix) water-based polyurethane dispersions utilized for various coating product s. 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 | Basis of Presentation The financial statements include the accounts of the Company and its wholly ‑owned subsidiaries. Investments in unconsolidated companies which are at least 20% owned are carried under the equity method since acquisition or investment. All intercompany transactions and balances have been eliminated in consolidation. The Company uses the U.S. dollar as the functional currency for financial reporting. Certain immaterial reclassifications have been made to the prior year amounts to conform to the current year’s presentation within Note 11. On January 30, 2015, the Company acquired two product lines from Hen kel Corporation (the “Seller”) for a purchase price of $33,285 , after working capital adjustments and excluding any acquisition related costs. As part of this transaction, Chase acquired the Seller’s microspheres product line, sold under the Dualite® brand, located in Greenville, SC, and obtained exclusive distribution rights and intellectual property related to the Seller’s polyurethane dispersions product line, operating in the Elgin, IL location. We refer to these collectively as our specialty chemical intermediates product line . Under the agreement, Chase entered into a ten -year facility operating lease at the Seller’s Greenville, SC location. The Seller will perform certain manufacturing and application services for Chase at the Seller’s Elgin, IL location for three years. The purchase was funded entirely with available cash on hand. Since the effective date for this acquisition, the financial results of the specialty chemical intermediates product line have been included in the Company's financial statements within the Company’s Industrial Materials operating segment. Purchase accounting was completed in the quarter ended May 31, 2015 with no material adjustments made to the initial amounts recorded at the end of the second fiscal quarter. As part of the Company’s purchase of NEPTCO in June 2012, it also acquired NEPTCO’s 50% owne rship stake in its financially- controlled join t venture, NEPTCO JV LLC (the “JV”) . Because of the Company’s controlling financial interest, the JV’s assets, liabilities and results of operations have been consolidated within the Company’s consolidated financial statements since the date of acquisition. An offsetting amount equal to 50% of net assets and net loss (gain) of the JV was also 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 the net results of the JV. On October 31, 2014, the Company purchased the 50% non-controlling membership interest of the JV owned by its joint venture partner, an otherwise unrelated party. Subsequent to October 31, 2014, the Company continues to fully consolidate the assets, liabilities and results of operations of the JV, but no longer records an offsetting amount for a non-controlling interest. The ($95) recorded in the Consolidated Statement of Operations as Net (gain) loss attributable to non-controlling interest for the year ended August 31, 2015, represents the now-former joint venture partner’s share of the results of operations of the JV for the period from September 1, 2014 through October 31, 2014. The Company has evaluated events and transactions subsequent to the balance sheet date. Based on this evaluation, and other than the November 10, 2015 sale of the certain tangible and intangible assets of the Company’s structural composites product line (described in Note 19) , and the cash dividend announced on October 28 , 2015 of $0.65 per share to shar eholders of record on November 9, 2015 payable on December 4 , 2015, 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 | 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 revenue and expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents cons ist primarily of demand deposit 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 | 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, indus try and geographic factor s, the current business environment and its historical experience. Receivables are written off against these reserves in the period they are determined to be uncollecta ble. |
Inventories | Inve ntory 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 | 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. When evaluating the potential impairment of goodwill, the Company will first assess a range of qualitative factors, including but not limited to, industry conditions, the competitive environment, changes in the market for our products and services, entity specific factors such as strategy and changes in key personnel, and the overall financial performance for each of our reporting units relative to expected , historical or projected future operating results. If after completing this assessment, it is determined that it is more likely than not that the fair value of a reporting unit is less than its carrying value, the Company will then proceed to a two ‑step impairment testing methodology using the income approach (discounted cash flow method). In the first step of this testing methodology, we compare the carrying value of the reporting unit, including goodwill, with its fair value, as determined by its estimated discounted cash flows. If the carrying value of a reporting unit exceeds its fair value, we then complete the second step of the impairment test to determine the amount of impairment to be recognized. In the second step, we estimate an implied fair value of the reporting unit’s goodwill by allocating the fair value of the reporting unit to all of the assets and liabilities other than goodwill (including intangible assets). If the carrying value of a reporting unit’s goodwill exceeds its implied fair value, we record an impairment loss equal to the difference in that period. 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 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 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 and improvements to 40 years Machinery and equipment 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 | Restricted Investments and Deferred Compensation The Company has a non-qualified deferred savings plan that 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 $1,410 and $1,256 at August 31, 2015 and 2014 , 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 | Split-Dollar Life Insurance Arrangements The net liability related to these postretirement benefits was calculated as 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 are based on the RP-2014 Mortality Table , and a 1.54% discount rate. The Company’s net liability related to these postretirement obligations was $46 and $54 at August 31, 2015 and 2014, respectively. |
Revenues | Revenue 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. These four transaction elements are typically met at the time of shipment or upon receipt by the customer based on contractual terms. 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 by 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 operating income. For certain products, consigned inventory is maintained at customer locations; for these products, revenue is typically recognized in the period that the inventory is consumed. 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 charge 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 as they are earned. |
Research and Product Development Costs | 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 $2,690 , $2,599 and $3,395 for the years ended August 31, 2015, 2014 and 2013, respectively , and was recorded within selling, general and administrative expenses . |
Pension Plan | 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 | Stock Based Compensation In accordance with the accounting for stock based compensation guidance, ASC Topic 718 “Compensation – Stock Compensation” (“ASC 718”), 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 2015, 2014 and 2013 was $1,120 , $1,096 and $1,621 , respectively. The fair value of options granted was estimated on the date of grant using the Black ‑Scholes option pricing model with the following weighted average assumptions for the years ending August 31, 2015, 2014 and 2013: 2015 2014 2013 Expected Dividend yield % % % Expected life years years years Expected volatility % % % Risk-free interest rate % % % Expected volatility is determined by lookin g at a combination of historical volatility over the past seven years as well as implied future volatility . |
Translation of Foreign Currency | 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. The functional currency for all our other operations is the U.S. Dollar. Revenue and expenses of these businesses 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 income (expense) on the consolidated statements of operations. |
Income Taxes | 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 | Net Income Per Share The Company h as unvested share ‑based payment 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. |
Comprehensive Income | 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 | 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 interest. Based on the criteria in ASC 810, the Company determined that its joint venture agreement qualified as a variable interest entity (“VIE”) prior to the purchase of its former joint venture partner’s 50% non-controlling membership interest . The purpose of the joint venture was to combine the elements of NEPTCO’s and the joint venture partner’s (an otherwise unrelated party) fiber optic strength element 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 was 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 operation 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 operations of the joint venture in its consolidated financial statements. On October 31, 2014, the Company purchased the 50% non-controlling membership interest of the JV owned by its joint venture partner , thus making the JV a wholly owned entity. |
Segments | Segments The segment reporting topic of the Financial Accounting Standards Board (“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 segments are distinguished by the nature of the products and how they are delivered to their respective markets. The Industrial Materials segment includes specified products that are used in or integrated into another company’s product with demand typically 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, laminates for the 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, cover tapes essential to delivering semiconductor components via tape and reel packaging, and wind energy composite materials and elements. This segment also includes glass-based strength elements products designed to allow fiber optic cables to withstand mechanical and environmental strain and stress and which we operated as a joint venture prior to October 31, 2014. Further, beginning January 30, 2015 the Industrial Materials segment includes microspheres, sold under the Dualite bran d, and polyurethane dispersions, both obtained through acquisition, and included in the Company’s specialty chemical intermediates product line. The Construction Materials segment is composed of typically project-oriented product offerings that are primarily sold and used as “Chase” branded products. Construction Materials products include protective coatings for pipeline applications, coating and lining systems for use in liquid storage and containment applications, adhesives and sealants used in architectural and building envelope water proofing applications, high performance polymeric asphalt additives, and expansion and control joint systems for use in the transportation and architectural markets. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Standards In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers”, which will replace most of the existing revenue recognition guidance under U.S. Generally Accepted Accounting Principles. The core principle of the ASU is that an entity should recognize revenue for the transfer of goods or services equal to the amount that it expects to be entitled to receive for those goods or services. The ASU requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments. The ASU will be effective for the Company beginning September 1, 2018 (fiscal 2019), including interim periods in its fiscal year 2019, and allows for either retrospective or modified retrospective methods of adoption. The Company is in the process of determining the method of adoption and assessing the impact of this ASU on the Company’s consolidated financial position, results of operations and cash flows. In July 2015, the FASB issued ASU No. 2015-11, “Inventory (Topic 330): Simplifying the Measurement of Inventory.” Under this accounting guidance, inventory will be measured at the lower of cost and net realizable value and other options that currently exist for market value will be eliminated. ASU No. 2015-11 defines net realizable value as the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. No other changes were made to the current guidance on inventory measurement. This accounting guidance is effective for us in the first quarter of fiscal 2018. Early adoption is permitted. We are currently evaluating the impact of the adoption of this accounting standard update on our consolidated financial statements. |
Summary of Significant Accoun35
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Aug. 31, 2015 | |
Recent Accounting Policies | |
Schedule of estimated useful lives of property, plant and equipment | Buildings and improvements to 40 years Machinery and equipment to 10 years |
Schedule of weighted average assumptions used to estimate the fair value of options granted on the date of grant using the Black-Scholes option pricing model | 2015 2014 2013 Expected Dividend yield % % % Expected life years years years Expected volatility % % % Risk-free interest rate % % % |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Aug. 31, 2015 | |
Inventories | |
Schedule of inventories | 2015 2014 Raw materials $ $ Work in process Finished goods Total Inventories $ $ |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Aug. 31, 2015 | |
Property, Plant and Equipment | |
Schedule of property, plant and equipment | 2015 2014 Land and improvements $ $ Buildings Machinery and equipment Leasehold improvements Construction in progress Accumulated depreciation Property, plant and equipment, net $ $ |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Aug. 31, 2015 | |
Goodwill and Other Intangibles | |
Schedule of changes in the carrying value of goodwill by operating segment | Industrial Materials Construction Materials Consolidated Balance at August 31, 2013 $ $ Acquisition of Paper Tyger - additional earnout — Foreign currency translation adjustment Balance at August 31, 2014 $ $ $ Acquisition of specialty chemical intermediates product line — Foreign currency translation adjustment Balance at August 31, 2015 $ $ $ |
Schedule of intangible assets subject to amortization | Weighted-Average Gross Carrying Accumulated Net Carrying Amortization Period Value Amortization Value August 31, 2015 Patents and agreements years $ $ $ Formulas and technology years Trade names years Customer lists and relationships years $ $ $ August 31, 2014 Patents and agreements years $ $ $ Formulas and technology years Trade names years Customer lists and relationships years $ $ $ |
Schedule of estimated amortization expense related to intangible assets | Years ending August 31, 2016 $ 2017 2018 2019 2020 |
Cash Surrender Value of Life 39
Cash Surrender Value of Life Insurance (Tables) | 12 Months Ended |
Aug. 31, 2015 | |
Cash Surrender Value of Life Insurance. | |
Schedule of cash surrender value of life insurance policies | 2015 2014 John Hancock $ $ John Hancock (formerly Manufacturers’ Life Insurance Company) Metropolitan Life Insurance Other life insurance carriers $ $ |
Long-Term Debt and Notes Paya40
Long-Term Debt and Notes Payable (Tables) | 12 Months Ended |
Aug. 31, 2015 | |
Long-Term Debt and Notes Payable | |
Schedule of long-term debt | 2015 2014 Term note payable to bank in 19 quarterly installments that began in September 2012. The principal amount of the quarterly installments was $1,400 through June 2014, increased to $1,750 per quarter through June 2015, and increased 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 1.95% at August 31, 2015). The remaining principle balance, plus any interest, is due on the term note's maturity date of June 27, 2017. $ $ Less portion payable within one year classified as current Long-term debt, less current portion $ $ |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Aug. 31, 2015 | |
Income Taxes | |
Schedule of domestic and foreign pre-tax income | Year Ended August 31, 2015 2014 2013 United States $ $ $ Foreign $ $ $ |
Schedule of provision (benefit) for income taxes | Year Ended August 31, 2015 2014 2013 Current: Federal $ $ $ State Foreign Total current income tax provision Deferred: Federal State Foreign Total deferred income tax benefit Total income tax provision $ $ $ |
Schedule of reconciliation of the effective income tax rate with the U.S. federal statutory income tax rate | Year Ended August 31, 2015 2014 2013 Federal statutory rates % % % Adjustment resulting from the tax effect of: State and local taxes, net of federal benefit % % % Domestic production deduction % % % Foreign tax rate differential % % % Adjustment to uncertain tax position % % % Research credit generated % % % Noncontrolling partnership interest % % % Tax effect of undistributed earnings % % % Other % % % Effective income tax rate % % % |
Summary of the tax effect of temporary differences on the Company's income tax provision | Year Ended August 31, 2015 2014 2013 Current income tax provision $ $ $ 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 Total deferred income tax benefit Total income tax provision $ $ $ |
Summary of tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities | As of August 31, 2015 2014 Current: Deferred tax assets: Allowance for doubtful accounts $ $ Inventories Accruals Warranty reserve Current deferred tax assets Deferred tax liabilities: Prepaid liabilities Current deferred tax liabilities Current deferred tax assets, net Noncurrent: Deferred tax assets: Pension accrual Deferred compensation Loan finance costs Restricted stock grants Non qualified stock options Foreign tax credits — Foreign other Noncurrent deferred tax assets Deferred tax liabilities: Unrepatriated earnings Unrealized gain/loss on restricted investments Depreciation and amortization Other Noncurrent deferred tax liabilities Noncurrent deferred tax liabilities, net Net deferred tax liabilities $ $ |
Summary of the Company's adjustments to its uncertain tax positions | 2015 2014 2013 Balance, at beginning of the year $ $ $ Increase for tax positions related to the current year Increase for tax positions related to prior years — — — Increase for interest and penalties Decreases for lapses of statute of limitations — Balance, at end of year $ $ $ |
Capital and Operating Leases (T
Capital and Operating Leases (Tables) | 12 Months Ended |
Aug. 31, 2015 | |
Capital and Operating Leases | |
Schedule of future minimum lease payments under non-cancelable operating leases and the present value of future minimum capital lease payments | Future Capital Future Operating Year ending August 31, Lease Payments Lease Payments 2016 $ $ 2017 2018 — 2019 — 2020 — 2021 and thereafter — Total future minimum lease payments $ $ Less: interest (at rates ranging from 4% to 8%) $ Less: current portion $ |
Benefits and Pension Plans (Tab
Benefits and Pension Plans (Tables) | 12 Months Ended |
Aug. 31, 2015 | |
Benefits and pension plans | |
Schedule of the status of the Company's pension plans | Year Ended August 31, 2015 2014 2013 Change in benefit obligation Projected benefit obligation at beginning of year $ $ $ Service cost Interest cost Assumption change — — Actuarial loss Curtailments — — Settlements Benefits paid Projected benefit obligation at end of year $ $ $ Change in plan assets Fair value of plan assets at beginning of year $ $ $ Actual return on plan assets Employer contribution Settlements Benefits paid Fair value of plan assets at end of year $ $ $ Funded status at end of year $ $ $ Year Ended August 31, 2015 2014 2013 Amounts recognized in consolidated balance sheets Non-current assets $ $ $ Current liabilities Non-current liabilities Net amount recognized in Consolidated Balance Sheets $ $ $ Actuarial present value of benefit obligation and funded status Accumulated benefit obligations $ $ $ Projected benefit obligations $ $ $ Plan assets at fair value $ $ $ Amounts recognized in accumulated other comprehensive Income Prior service cost $ $ $ Net actuarial loss Adjustment to pre-tax accumulated other comprehensive income $ $ $ Year Ended August 31, 2015 2014 2013 Other changes in plan assets and benefit obligations recognized in other comprehensive income Net loss $ $ $ Amortization of loss Assumption change — — Amortization of prior service cost Effect of settlement on accumulated other comprehensive income Total recognized in other comprehensive income Net periodic pension cost Total recognized in net periodic pension cost and other comprehensive income $ $ $ Estimated amounts that will be amortized from accumulated comprehensive income over the next fiscal year Prior service cost $ $ $ Net actuarial loss |
Schedule of components of net periodic benefit cost | 2015 2014 2013 Components of net periodic benefit cost Service cost $ $ $ Interest cost Expected return on plan assets Amortization of prior service cost Amortization of accumulated loss Settlement and curtailment loss Net periodic benefit cost $ $ $ |
Schedule of weighted-average assumptions used to determine benefit obligations | 2015 2014 2013 Discount rate Qualified plan % % % Supplemental plan % % % NEPTCO plan % % % Rate of compensation increase Qualified and Supplemental plan % % % NEPTCO plan — % — % — % |
Schedule of weighted-average assumptions used to determine net periodic benefit cost | 2015 2014 2013 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 Qualified and Supplemental plan % % % NEPTCO plan — % — % — % |
Schedule of pension plans' assets by asset category | Fair value measurements at Fair value measurements at August 31, 2015: August 31, 2014: Significant Significant Quoted prices other Significant Quoted prices other Significant in active observable unobservable in active observable unobservable August 31, markets inputs inputs August 31, markets inputs inputs 2015 (Level 1) (Level 2) (Level 3) 2014 (Level 1) (Level 2) (Level 3) Asset Category Equity securities $ $ $ — $ — $ $ $ — $ — Debt securities — — — — Other — — — — Total $ $ $ — $ — $ $ $ — $ — |
Schedule of pension benefit payments (which include expected future service) expected to be paid | Year ending August 31, Pension Benefits 2016 $ 2017 2018 2019 2020 2021-2025 $ |
Qualified Plan | |
Benefits and pension plans | |
Schedule of target allocation and weighted-average asset allocations | Target Allocation Percentage of Plan Assets as of August 31, Asset Category Range 2015 2014 2013 Equity securities 40 -70 % % % % Debt securities 20 -50 % % % % Real estate 0 -15 % — % — % % Other 0 -10 % — % % — % Total % % % % |
Neptco plan | |
Benefits and pension plans | |
Schedule of target allocation and weighted-average asset allocations | Target Allocation Percentage of Plan Assets as of August 31, Asset Category Range 2015 2014 2013 Equity securities 20 -65 % % % % Debt securities 35 -80 % % % % Other 0 -10 % % % — % Total % % % % |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Aug. 31, 2015 | |
Stockholders' Equity | |
Summary of information about stock options outstanding | Options Outstanding Options Exercisable Exercise Prices Number Outstanding Weighted Avg. Remaining Contractual Life Weighted Average Exercise Price Aggregate Intrinsic Value Number Exercisable Weighted Average Exercise Price Aggregate Intrinsic Value $ 4.0 $ $ $ $ $ 5.0 $ $ $ $ $ 6.0 $ $ $ $ $ 6.5 $ $ $ $ $ 7.1 $ $ $ $ $ 3.1 $ $ $ $ $ 8.0 $ $ $ $ $ 9.0 $ $ $ $ 5.4 $ $ $ $ |
Summary of the transactions of the Company's stock option plans | Officers and Employees Weighted Average Exercise Price Options outstanding at August 31, 2012 $ Granted $ Exercised Forfeited or cancelled — $ Options outstanding at August 31, 2013 $ Granted $ Exercised $ Forfeited or cancelled — Options outstanding at August 31, 2014 $ Granted $ Exercised $ Forfeited or cancelled Options outstanding at August 31, 2015 $ Options exercisable at August 31, 2015 $ |
Segment Data (Tables)
Segment Data (Tables) | 12 Months Ended |
Aug. 31, 2015 | |
Segment Data | |
Summary of information about the Company's reportable segments | Years Ended August 31, 2015 2014 2013 Revenue Industrial Materials $ $ $ Construction Materials Total $ $ $ Income before taxes Industrial Materials $ (a) $ (c), (d) $ (c), (f) Construction Materials (c) (c) Total for reportable segments Corporate and common costs (b) (c),(e) (c),(g) Total $ $ $ Includes the following costs by segment: Industrial Materials Interest $ $ $ Depreciation Amortization Construction Materials Interest $ $ $ Depreciation Amortization |
Schedule of total assets for the Company's reportable segments | As of August 31, 2015 2014 Total assets Industrial Materials $ $ Construction Materials Total for reportable segments Corporate and common assets Total $ $ |
Supplemental Cash Flow Data (Ta
Supplemental Cash Flow Data (Tables) | 12 Months Ended |
Aug. 31, 2015 | |
Supplemental Cash Flow Data | |
Schedule of supplemental cash flow information | 2015 2014 2013 Income taxes paid $ $ $ Interest paid $ $ Non-cash Investing and Financing Activities Common stock received for payment of stock option exercises $ $ $ Property, plant and equipment additions included in accounts payable $ $ $ Deferred tax assets and liabilities acquired from non-controlling interest $ $ — $ — Acquisition of specialty chemical intermediates product line Inventory $ Property, plant and equipment Goodwill Intangible assets Payments for acquisitions $ Sale of Insulfab product line Current assets (excluding cash) $ Property and equipment Accounts payable and accrued liabilities Gain on sale of business Cash received from sale of product line, net of transaction costs $ |
Acquisition of Specialty Chem47
Acquisition of Specialty Chemical Intermediates Product Lines (Tables) | 12 Months Ended |
Aug. 31, 2015 | |
Acquisition of Specialty Chemical Intermediates Product Lines | |
Schedule of allocation of acquisition cost 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 Amount Inventory $ Property, plant & equipment Goodwill Intangible assets Total purchase price $ |
Schedule of identifiable intangible assets purchased as part of business acquisition | Intangible Asset Amount Useful life Customer relationships $ years Technology years Trade name years Backlog months Total intangible assets $ |
Schedule of pro forma information | Years Ended August 31, 2015 2014 Revenue $ $ Net income Net income attributable to Chase Corporation Net income available to common shareholders, per common and common equivalent share Basic earnings per share $ $ Diluted earnings per share $ $ |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Aug. 31, 2015 | |
Fair Value Measurements | |
Schedule of financial assets that were accounted for at fair value on a recurring basis | Fair value measurement category Quoted prices Significant other Significant Fair value in active markets observable inputs unobservable inputs measurement date Total (Level 1) (Level 2) (Level 3) Assets: Restricted investments August 31, 2015 $ $ — Restricted investments August 31, 2014 $ $ — |
Schedule of fair values of the Company's long-term debt | Fair value measurement category Quoted prices Significant other Significant Fair value in active markets observable inputs unobservable inputs measurement date Total (Level 1) (Level 2) (Level 3) Liabilities: Long-term debt August 31, 2015 $ $ — — Long-term debt August 31, 2014 $ $ — — |
Net Income Per Share (Tables)
Net Income Per Share (Tables) | 12 Months Ended |
Aug. 31, 2015 | |
Net Income Per Share | |
Schedule of determination of earnings per share under the two-class method | Years Ended August 31, 2015 2014 2013 Net income attributable to Chase Corporation $ $ $ Less: Allocated to participating securities Available to common shareholders $ $ $ Basic weighted average shares outstanding Additional dilutive common stock equivalents Diluted weighted average shares outstanding Net income available to common shareholders, per common and common equivalent share Basic $ $ $ Diluted $ $ $ |
Assets Held for Sale (Tables)
Assets Held for Sale (Tables) | 12 Months Ended |
Aug. 31, 2015 | |
Assets held for sale | |
Summary of information about assets held for sale | August 31, 2015 Property, plant and equipment $ Patents and other intangible assets Total $ |
Selected Quarterly Financial 51
Selected Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Aug. 31, 2015 | |
Selected Quarterly Financial Data (Unaudited) | |
Schedule of unaudited operating results for each of the Company's quarters | Fiscal Year 2015 Quarters First Second Third Fourth Year 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 $ $ $ $ $ Fiscal Year 2014 Quarters First Second Third Fourth Year 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 $ $ $ $ $ |
Valuation and Qualifying Acco52
Valuation and Qualifying Accounts (Tables) | 12 Months Ended |
Aug. 31, 2015 | |
Valuation and Qualifying Accounts | |
Schedule of 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, 2015 $ $ $ $ August 31, 2014 $ $ $ $ August 31, 2013 $ $ $ $ |
Schedule of Company's warranty reserve | Year ended Balance at Beginning of Year Charges to Operations Deductions to Reserves Balance at End of Year August 31, 2015 $ $ $ $ August 31, 2014 $ $ $ $ August 31, 2013 $ $ — $ $ |
Accumulated Other Comprehensi53
Accumulated Other Comprehensive Income (Tables) | 12 Months Ended |
Aug. 31, 2015 | |
Accumulated Other Comprehensive Income | |
Schedule of changes in accumulated other comprehensive income (loss), net of tax | Change in Funded Foreign Currency Restricted Status of Translation Investments Pension Plan Adjustment Total Balance at August 31, 2013 $ $ $ $ Other comprehensive gains (losses) before reclassifications Reclassifications to net income of previously deferred (gains) losses — Other comprehensive income (loss) Balance at August 31, 2014 $ $ $ $ Other comprehensive gains (losses) before reclassifications Reclassifications to net income of previously deferred (gains) losses — Other comprehensive income (loss) Balance at August 31, 2015 $ $ $ $ |
Summary of the reclassifications from accumulated other comprehensive income (loss) to the unaudited condensed consolidated statements of income | Amount of (Gain) Loss Reclassified from Accumulated Other Comprehensive Income (Loss) into Income Year Ended Year Ended Location of (Gain) Loss Reclassified from Accumulated August 31, 2015 August 31, 2014 Other Comprehensive Income (Loss) into Income Gains on Restricted Investments: Realized gain on sale of restricted investments $ $ Selling, general and administrative expenses Tax expense Gain net of tax $ $ Loss on Funded Pension Plan adjustments: Change in funded status of pension plan $ $ Cost of products and services sold Change in funded status of pension plan $ $ Selling, general and administrative expenses Tax benefit Loss net of tax $ $ Total net loss reclassified for the period $ $ |
Summary of Significant Accoun54
Summary of Significant Accounting Policies (Details ) $ / shares in Units, $ in Thousands | Oct. 28, 2015$ / shares | Jan. 30, 2015USD ($)item | Oct. 31, 2014 | Jun. 30, 2012 | Aug. 31, 2015USD ($)$ / shares | Aug. 31, 2014USD ($)$ / shares | Aug. 31, 2013USD ($)$ / shares |
Basis of Presentation | |||||||
Minimum percentage of ownership interest in investments in unconsolidated entities under the equity method | 20.00% | ||||||
Annual cash dividend paid (in dollars per share) | $ / shares | $ 0.60 | $ 0.45 | $ 0.40 | ||||
Net loss (gain) attributable to non-controlling interest | $ (95) | $ 108 | $ 474 | ||||
Subsequent event | |||||||
Basis of Presentation | |||||||
Annual cash dividend paid (in dollars per share) | $ / shares | $ 0.65 | ||||||
NEPTCO | |||||||
Basis of Presentation | |||||||
Percentage of ownership stake acquired | 50.00% | 50.00% | |||||
Percentage of net assets and net loss of the JV recorded within the Company's consolidated financial statements | 50.00% | ||||||
Percentage of ownership stake and pro rata share in net result of the JV | 50.00% | ||||||
Net loss (gain) attributable to non-controlling interest | $ (95) | ||||||
Henkel Corporation ( Seller) | |||||||
Basis of Presentation | |||||||
Number of product lines acquired | item | 2 | ||||||
Purchase price | $ 33,285 | ||||||
Lease term | 10 years | ||||||
Period to perform certain manufacturing and application services | 3 years |
Summary of Significant Accoun55
Summary of Significant Accounting Policies (Details 2) | 12 Months Ended |
Aug. 31, 2015item | |
Segment Information | |
Number of Operating Segments | 2 |
Buildings and improvements | Minimum | |
Property, plant and equipment | |
Estimated useful life | 15 years |
Buildings and improvements | Maximum | |
Property, plant and equipment | |
Estimated useful life | 40 years |
Machinery and equipment | Minimum | |
Property, plant and equipment | |
Estimated useful life | 3 years |
Machinery and equipment | Maximum | |
Property, plant and equipment | |
Estimated useful life | 10 years |
Summary of Significant Accoun56
Summary of Significant Accounting Policies (Details 3) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2015USD ($)item | Aug. 31, 2014USD ($) | Aug. 31, 2013USD ($) | |
Restricted Investments and Deferred Compensation | |||
Restricted investments | $ 1,410 | $ 1,256 | |
Deferred compensation liability | $ 1,410 | 1,256 | |
Split-Dollar Life Insurance Arrangements | |||
Discount rate (as a percent) | 1.54% | ||
Postretirement obligations | $ 46 | 54 | |
Revenue Recognition | |||
Period during which warranty claims must be received from the date of delivery | 90 days | ||
Research and Product Development Costs | |||
Research and development expense | $ 2,690 | 2,599 | $ 3,395 |
Stock Based Compensation | |||
Stock-based compensation expense | $ 1,120 | $ 1,096 | $ 1,621 |
Weighted average assumptions used to estimate the fair value of options granted | |||
Expected Dividend yield (as a percent) | 1.80% | 2.00% | 2.20% |
Expected life | 6 years | 6 years | 6 years |
Expected volatility (as a percent) | 39.00% | 41.00% | 33.00% |
Risk-free interest rate (as a percent) | 2.50% | 2.80% | 1.60% |
Historical volatility period used to determine expected volatility rate | 7 years | ||
Segments | |||
Number of Operating Segments | item | 2 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Aug. 31, 2015 | Aug. 31, 2014 |
Inventories | ||
Raw materials | $ 12,937 | $ 13,785 |
Work in process | 6,539 | 7,359 |
Finished goods | 10,000 | 10,395 |
Total Inventories | $ 29,476 | $ 31,539 |
Property, Plant and Equipment58
Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Aug. 31, 2015 | Aug. 31, 2014 |
Property, plant and equipment | ||
Property, plant and equipment, gross | $ 82,103 | $ 80,543 |
Accumulated depreciation | (41,182) | (36,458) |
Property, plant and equipment, net | 40,921 | 44,085 |
Land and improvements | ||
Property, plant and equipment | ||
Property, plant and equipment, gross | 5,714 | 5,770 |
Buildings | ||
Property, plant and equipment | ||
Property, plant and equipment, gross | 21,109 | 21,259 |
Machinery and equipment | ||
Property, plant and equipment | ||
Property, plant and equipment, gross | 51,318 | 49,045 |
Leasehold improvements | ||
Property, plant and equipment | ||
Property, plant and equipment, gross | 2,092 | 2,091 |
Construction in progress | ||
Property, plant and equipment | ||
Property, plant and equipment, gross | $ 1,870 | $ 2,378 |
Goodwill and Intangible Asset59
Goodwill and Intangible Assets (Details) | 12 Months Ended | |
Aug. 31, 2015USD ($)item | Aug. 31, 2014USD ($) | |
Changes in the carrying value of goodwill | ||
Balance at the beginning of the period | $ 38,280,000 | $ 37,815,000 |
Foreign currency translation adjustment | (528,000) | 304,000 |
Balance at the end of the period | $ 44,123,000 | 38,280,000 |
Number of Operating Segments | item | 2 | |
Number of Reporting Units | item | 10 | |
Impairment of goodwill | $ 0 | |
Paper Tyger | ||
Changes in the carrying value of goodwill | ||
Acquisition | 161,000 | |
Specialty chemical intermediates product line | ||
Changes in the carrying value of goodwill | ||
Acquisition | 6,371,000 | |
Industrial Materials | ||
Changes in the carrying value of goodwill | ||
Balance at the beginning of the period | 27,528,000 | 27,080,000 |
Foreign currency translation adjustment | (509,000) | 287,000 |
Balance at the end of the period | 33,390,000 | 27,528,000 |
Industrial Materials | Paper Tyger | ||
Changes in the carrying value of goodwill | ||
Acquisition | 161,000 | |
Industrial Materials | Specialty chemical intermediates product line | ||
Changes in the carrying value of goodwill | ||
Acquisition | 6,371,000 | |
Construction Materials | ||
Changes in the carrying value of goodwill | ||
Balance at the beginning of the period | 10,752,000 | 10,735,000 |
Foreign currency translation adjustment | (19,000) | 17,000 |
Balance at the end of the period | $ 10,733,000 | $ 10,752,000 |
Goodwill and Intangible Asset60
Goodwill and Intangible Assets (Details 2) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2015 | Aug. 31, 2014 | Aug. 31, 2013 | |
Goodwill and intangible assets | |||
Gross Carrying Value | $ 73,734 | $ 50,156 | |
Accumulated Amortization | 28,882 | 22,941 | |
Net Carrying Value | 44,852 | 27,215 | |
Aggregate amortization expense | 6,762 | 4,822 | $ 4,793 |
Goodwill related to acquisitions | 44,123 | $ 38,280 | $ 37,815 |
Goodwill related to acquisitions that is deductible for income taxes | 7,367 | ||
Estimated amortization expense | |||
2,016 | 7,697 | ||
2,017 | 7,297 | ||
2,018 | 7,099 | ||
2,019 | 6,406 | ||
2,020 | $ 5,534 | ||
Patents and agreements | |||
Goodwill and intangible assets | |||
Weighted-Average Amortization Period | 12 years 6 months | 11 years 10 months 24 days | |
Gross Carrying Value | $ 2,568 | $ 3,104 | |
Accumulated Amortization | 2,267 | 2,281 | |
Net Carrying Value | $ 301 | $ 823 | |
Formulas | |||
Goodwill and intangible assets | |||
Weighted-Average Amortization Period | 8 years 4 months 24 days | 9 years 1 month 6 days | |
Gross Carrying Value | $ 8,415 | $ 5,849 | |
Accumulated Amortization | 3,513 | 2,851 | |
Net Carrying Value | $ 4,902 | $ 2,998 | |
Trade names | |||
Goodwill and intangible assets | |||
Weighted-Average Amortization Period | 5 years 10 months 24 days | 5 years 8 months 12 days | |
Gross Carrying Value | $ 7,278 | $ 6,406 | |
Accumulated Amortization | 4,088 | 3,153 | |
Net Carrying Value | $ 3,190 | $ 3,253 | |
Customer lists and relationships | |||
Goodwill and intangible assets | |||
Weighted-Average Amortization Period | 9 years 3 months 18 days | 10 years 2 months 12 days | |
Gross Carrying Value | $ 55,473 | $ 34,797 | |
Accumulated Amortization | 19,014 | 14,656 | |
Net Carrying Value | $ 36,459 | $ 20,141 |
Cash Surrender Value of Life 61
Cash Surrender Value of Life Insurance (Details) - USD ($) $ in Thousands | Aug. 31, 2015 | Aug. 31, 2014 |
Cash Surrender Value of Life Insurance | ||
Loans related to life insurance policies | $ 5 | $ 5 |
Cash surrender value of life insurance | 7,133 | 7,249 |
John Hancock | ||
Cash Surrender Value of Life Insurance | ||
Cash surrender value of life insurance | 4,450 | 4,450 |
John Hancock (formerly Manufacturers' Life Insurance Company) | ||
Cash Surrender Value of Life Insurance | ||
Cash surrender value of life insurance | 1,136 | 1,054 |
Metropolitan Life Insurance | ||
Cash Surrender Value of Life Insurance | ||
Cash surrender value of life insurance | 1,467 | 1,665 |
Other life insurance carriers | ||
Cash Surrender Value of Life Insurance | ||
Cash surrender value of life insurance | $ 80 | $ 80 |
Long-Term Debt and Notes Paya62
Long-Term Debt and Notes Payable (Details) $ in Thousands | 12 Months Ended | |
Aug. 31, 2015USD ($)item | Aug. 31, 2014USD ($)item | |
Long-term debt and notes payable | ||
Less portion payable within one year classified as current | $ (8,400) | $ (7,000) |
Long-term debt, less current portion | 43,400 | 51,800 |
Term note payable through June 27, 2017 | ||
Long-term debt and notes payable | ||
Long-term debt | $ 51,800 | $ 58,800 |
Number of quarterly installments | item | 19 | 19 |
Effective interest rate (as a percent) | 1.95% | 1.95% |
Term note payable through June 27, 2017 | Minimum | ||
Long-term debt and notes payable | ||
Interest rate margin on variable rate basis (as a percent) | 175.00% | 175.00% |
Term note payable through June 27, 2017 | Maximum | ||
Long-term debt and notes payable | ||
Interest rate margin on variable rate basis (as a percent) | 225.00% | 225.00% |
Term note payable through June 27, 2017 | Through June 2014 | ||
Long-term debt and notes payable | ||
Quarterly payments | $ 1,400 | $ 1,400 |
Term note payable through June 27, 2017 | After June 2014 through June 2015 | ||
Long-term debt and notes payable | ||
Quarterly payments | 1,750 | 1,750 |
Term note payable through June 27, 2017 | After June 2015 through March 2017 | ||
Long-term debt and notes payable | ||
Quarterly payments | $ 2,100 | $ 2,100 |
Unsecured revolving credit facility | NEPTCO | ||
Long-term debt and notes payable | ||
Variable rate basis | LIBOR | |
Maximum borrowing capacity | $ 15,000 | |
Remaining borrowing capacity | $ 15,000 | |
Unsecured revolving credit facility | NEPTCO | Minimum | ||
Long-term debt and notes payable | ||
Interest rate margin on variable rate basis (as a percent) | 1.75% | |
Consolidated fixed charge coverage ratio | 1.25 | |
Unsecured revolving credit facility | NEPTCO | Maximum | ||
Long-term debt and notes payable | ||
Interest rate margin on variable rate basis (as a percent) | 2.25% | |
Ratio of consolidated indebtedness to consolidated EBITDA | 3 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2015 | Aug. 31, 2014 | Aug. 31, 2013 | |
Domestic and foreign pre-tax income | |||
United States | $ 31,168 | $ 35,480 | $ 23,562 |
Foreign | 10,058 | 5,010 | 2,248 |
Income before income taxes | 41,226 | 40,490 | 25,810 |
Current: | |||
Federal | 11,831 | 13,012 | 8,112 |
State | 1,475 | 1,437 | 1,652 |
Foreign | 2,077 | 1,149 | 1,043 |
Total current income tax provision | 15,383 | 15,598 | 10,807 |
Deferred: | |||
Federal | (405) | (1,446) | (1,302) |
State | (188) | (168) | (92) |
Foreign | 23 | (17) | (343) |
Total deferred income tax provision (benefit) | (570) | (1,631) | (1,737) |
Total income tax provision | $ 14,813 | $ 13,967 | $ 9,070 |
Reconciliation of the effective income tax rate on continuing operations with the U.S. federal statutory income tax rate | |||
Federal statutory rates (as a percent) | 35.00% | 35.00% | 35.00% |
Adjustment resulting from the tax effect of: | |||
State and local taxes, net of federal benefit (as a percent) | 2.00% | 1.80% | 3.80% |
Domestic production deduction (as a percent) | (2.00%) | (3.10%) | (3.30%) |
Foreign tax rate differential (as a percent) | (3.20%) | (1.30%) | (0.70%) |
Adjustment to uncertain tax position (as a percent) | 0.50% | 0.30% | (1.10%) |
Research credit generated (as a percent) | (0.30%) | (0.20%) | (1.20%) |
Noncontrolling partnership interest (as a percent) | (0.10%) | 0.10% | 0.60% |
Tax effect of undistributed earnings (as a percent) | 3.40% | 1.80% | 0.60% |
Other (as a percent) | 0.60% | 0.10% | 1.40% |
Effective income tax rate (as a percent) | 35.90% | 34.50% | 35.10% |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2015 | Aug. 31, 2014 | Aug. 31, 2013 | |
Income Taxes | |||
Current income tax provision | $ 15,383 | $ 15,598 | $ 10,807 |
Deferred provision (benefit): | |||
Allowance for doubtful accounts | 3 | (149) | (15) |
Inventories | (88) | (167) | (259) |
Pension expense | (190) | (332) | (207) |
Deferred compensation | (68) | (36) | (51) |
Loan finance costs | 6 | 7 | 66 |
Accruals | (90) | (12) | 861 |
Warranty reserve | 37 | (6) | |
Depreciation and amortization | (1,794) | (1,914) | (1,836) |
Restricted stock grant | 222 | 315 | (102) |
Unrepatriated earnings | 1,401 | 1,753 | 1,572 |
Foreign taxes net of unrepatriated earnings | (1,014) | (1,425) | |
Foreign amortization | (70) | (106) | (105) |
Other accrued expenses | 61 | 30 | (236) |
Total deferred income tax provision (benefit) | (570) | (1,631) | (1,737) |
Total income tax provision | $ 14,813 | $ 13,967 | $ 9,070 |
Income Taxes (Details 3)
Income Taxes (Details 3) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2015 | Aug. 31, 2014 | Aug. 31, 2013 | |
Deferred tax assets: | |||
Allowance for doubtful accounts | $ 270 | $ 479 | |
Inventories | 1,543 | 1,458 | |
Accruals | 435 | 342 | |
Warranty reserve | 51 | 88 | |
Current deferred tax assets | 2,299 | 2,367 | |
Deferred tax liabilities: | |||
Prepaid liabilities | (44) | (52) | |
Current deferred tax liabilities | (44) | (52) | |
Current deferred tax assets, net | 2,255 | 2,315 | |
Deferred tax assets: | |||
Pension accrual | 4,351 | 3,464 | |
Deferred compensation | 880 | 811 | |
Loan finance costs | 38 | 44 | |
Restricted stock grants | 581 | 804 | |
Non qualified stock options | 15 | 16 | |
Foreign tax credits | 7,340 | ||
Foreign other | 542 | 523 | |
Noncurrent deferred tax assets | 6,407 | 13,002 | |
Deferred tax liabilities: | |||
Unrepatriated earnings | (1,659) | (8,148) | |
Unrealized gain/loss on restricted investments | (137) | (61) | |
Depreciation and amortization | (10,243) | (11,812) | |
Other | (152) | (91) | |
Noncurrent deferred tax liabilities | (12,191) | (20,112) | |
Noncurrent deferred tax liabilities, net | (5,784) | (7,110) | |
Net deferred tax liabilities | (3,529) | (4,795) | |
Adjustments to uncertain tax positions | |||
Balance, at beginning of the year | 1,030 | 900 | $ 1,180 |
Increase for tax positions related to the current year | 75 | 58 | 17 |
Increase for interest and penalties | 144 | 80 | 73 |
Decrease for lapses of statute of limitations | (8) | (370) | |
Balance, at end of year | 1,249 | $ 1,030 | $ 900 |
Accrued balances related to uncertain tax positions | |||
Accrued interest and penalty | 632 | ||
Increase in accrued interest and penalty charges recorded as tax benefit | $ 90 |
Capital and Operating Leases (D
Capital and Operating Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2015 | Aug. 31, 2014 | Aug. 31, 2013 | |
Present value of future minimum capital lease payments | |||
2,016 | $ 33 | ||
2,017 | 9 | ||
Total future minimum lease payments | 42 | ||
Less: interest (at rates ranging from 4% to 8%) | (3) | ||
Present value of future minimum capital lease payments | 39 | ||
Less: current portion | (33) | ||
Capital Lease Obligations, Noncurrent | 6 | ||
Future minimum payments due under operating leases | |||
2,016 | 944 | ||
2,017 | 851 | ||
2,018 | 842 | ||
2,019 | 842 | ||
2,020 | 842 | ||
2021 and thereafter | 3,148 | ||
Total future minimum lease payments | 7,469 | ||
Operating Leases | |||
Rental expense | $ 1,541 | $ 1,577 | $ 1,761 |
Minimum | |||
Present value of future minimum capital lease payments | |||
Interest rate | 4.00% | ||
Maximum | |||
Present value of future minimum capital lease payments | |||
Interest rate | 8.00% |
Benefits and Pension Plans (Det
Benefits and Pension Plans (Details) | 12 Months Ended | ||
Aug. 31, 2015USD ($)item | Aug. 31, 2014USD ($) | Aug. 31, 2013USD ($) | |
401(k) Plan | |||
Percent of participant's compensation | 3.50% | ||
401(k) Plan | |||
Eligibility age for defined contribution plan | 21 years | ||
Minimum eligibility service period | 6 months | ||
Employer match of employee contributions of first percent of eligible compensation (as a percent) | 100.00% | ||
Percentage of eligible compensation, matched 100% by employer | 1.00% | ||
Employer match of employee contributions after the first percent of eligible compensation (as a percent) | 50.00% | ||
Maximum percentage of employee's annual salary, matched by employer | 3.50% | ||
Contribution expense | $ 394,000 | $ 392,000 | $ 351,000 |
Non-Qualified Deferred Savings Plan | |||
Recorded liability for Board of Directors and selected employees savings plan | $ 1,410,000 | $ 1,256,000 | |
NEPTCO | |||
401(k) Plan | |||
Number of 401(k) savings plans | item | 2 | ||
Maximum | NEPTCO | |||
401(k) Plan | |||
Percent of annual compensation participants may defer | 10.00% | ||
Minimum | NEPTCO | |||
401(k) Plan | |||
Percent of annual compensation participants may defer | 1.00% | ||
Union Employees | NEPTCO | |||
401(k) Plan | |||
Number of 401(k) savings plans | item | 1 | ||
Amount for each $1.00 of participant deferrals the company may contribute | $ 0.50 | ||
Base amount of participant deferrals for company contributions | $ 1 | ||
Percent of participant's compensation | 3.00% | ||
401(k) Plan | |||
Maximum percentage of employee's annual salary, matched by employer | 3.00% | ||
Non-union Employees | NEPTCO | |||
401(k) Plan | |||
Number of 401(k) savings plans | item | 1 | ||
Amount for each $1.00 of participant deferrals the company may contribute | $ 0.75 | ||
Base amount of participant deferrals for company contributions | $ 1 | ||
Percent of participant's compensation | 3.00% | ||
401(k) Plan | |||
Maximum percentage of employee's annual salary, matched by employer | 3.00% |
Benefits and Pension Plans (D68
Benefits and Pension Plans (Details 2) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2015 | Aug. 31, 2014 | Aug. 31, 2013 | |
Change in benefit obligation | |||
Projected benefit obligation at beginning of year | $ 18,279 | $ 15,651 | $ 17,322 |
Service cost | 349 | 323 | 352 |
Interest cost | 678 | 643 | 503 |
Assumption change | 40 | ||
Actuarial (gain) loss | 1,762 | 2,933 | 1,019 |
Curtailments | 24 | ||
Settlements | (619) | (1,233) | (3,443) |
Benefits paid | (89) | (38) | (126) |
Projected benefit obligation at end of year | 20,401 | 18,279 | 15,651 |
Change in plan assets | |||
Fair value of plan assets at beginning of year | 8,818 | 8,826 | 9,405 |
Actual return on plan assets | (296) | 996 | 690 |
Employer contribution | 306 | 267 | 2,300 |
Settlements | (619) | (1,233) | (3,443) |
Benefits paid | (89) | (38) | (126) |
Fair value of plan assets at end of year | 8,120 | 8,818 | 8,826 |
Funded status | |||
Funded status at end of year | (12,281) | (9,461) | (6,825) |
Amounts recognized in consolidated balance sheets | |||
Non-current assets | 634 | 962 | 1,014 |
Current liabilities | (14) | (5) | (5) |
Non-current liabilities | (12,901) | (10,418) | (7,834) |
Net amounts recognized in Consolidated Balance Sheets | (12,281) | (9,461) | (6,825) |
Actuarial present value of benefit obligation and funded status | |||
Accumulated benefit obligation | 18,784 | 16,362 | 13,842 |
Projected benefit obligation | 20,401 | 18,279 | 15,651 |
Plan assets at fair value | 8,120 | 8,818 | 8,826 |
Amounts recognized in accumulated other comprehensive Income | |||
Prior service cost | 61 | 64 | 67 |
Net actuarial loss | 9,417 | 7,567 | 5,561 |
Adjustment to pre-tax accumulated other comprehensive income | 9,478 | 7,631 | 5,628 |
Other changes in plan assets and benefit obligations recognized in other comprehensive income | |||
Net (gain) or loss | 4,371 | 2,647 | 979 |
Amortization of loss | (667) | (293) | (250) |
Assumption change | (1,667) | ||
Amortization of prior service cost | (3) | (3) | (13) |
Effect of settlement on accumulated other comprehensive income | (188) | (348) | (1,198) |
Total recognized in other comprehensive income | 1,846 | 2,003 | (482) |
Net periodic pension cost | 1,280 | 900 | 1,690 |
Total recognized in net periodic pension cost and other comprehensive income | 3,126 | 2,903 | 1,208 |
Estimated amounts that will be amortized from accumulated comprehensive income over the next fiscal year | |||
Prior service cost | 3 | 3 | 3 |
Defined Benefit Plan, Future Amortization of Gain (Loss) | 574 | 307 | 293 |
Components of net periodic benefit cost | |||
Service cost | 349 | 323 | 352 |
Interest cost | 678 | 643 | 503 |
Expected return on plan assets | (605) | (710) | (651) |
Amortization of prior service cost | 3 | 3 | 13 |
Amortization of unrecognized loss | 667 | 293 | 250 |
Settlement and curtailment (gain)/loss | 188 | 348 | 1,223 |
Net periodic benefit cost | $ 1,280 | $ 900 | $ 1,690 |
NEPTCO | Union Employees | |||
Benefits and pension plans | |||
Period before retirement for determination of employee's average compensation | 5 years |
Benefits and Pension Plans (D69
Benefits and Pension Plans (Details 3) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2015 | Aug. 31, 2014 | Aug. 31, 2013 | |
Weighted-average assumptions used to determine benefit obligations | |||
Rate of compensation increase (as a percent) | 3.50% | 3.50% | 3.50% |
Weighted-average assumptions used to determine net periodic benefit cost | |||
Rate of compensation increase (as a percent) | 3.50% | 3.50% | 3.50% |
Reduction in discount rate used to estimate additional net periodic pension cost (as a percent) | 1.00% | ||
Reduction in expected return on plan assets used to estimate the increase in net periodic pension cost (as a percent) | 1.00% | ||
Qualified Plan | |||
Weighted-average assumptions used to determine benefit obligations | |||
Discount rate (as a percent) | 4.16% | 3.83% | 4.54% |
Weighted-average assumptions used to determine net periodic benefit cost | |||
Discount rate (as a percent) | 3.83% | 4.54% | 3.40% |
Expected long term return on plan assets (as a percent) | 7.00% | 8.00% | 8.00% |
Additional net periodic pension cost from each 100 basis point reduction in the discount rate | $ 76 | ||
Additional net periodic pension cost from each 100 basis point reduction in the expected return on plan assets | $ 75 | ||
Supplemental plan | |||
Weighted-average assumptions used to determine benefit obligations | |||
Discount rate (as a percent) | 3.22% | 3.01% | 3.76% |
Weighted-average assumptions used to determine net periodic benefit cost | |||
Discount rate (as a percent) | 3.01% | 3.76% | 3.14% |
Additional net periodic pension cost from each 100 basis point reduction in the discount rate | $ 2 | ||
Neptco plan | |||
Weighted-average assumptions used to determine benefit obligations | |||
Discount rate (as a percent) | 4.30% | 4.06% | 4.63% |
Weighted-average assumptions used to determine net periodic benefit cost | |||
Discount rate (as a percent) | 4.06% | 4.63% | 3.77% |
Expected long term return on plan assets (as a percent) | 7.00% | 8.00% | 8.00% |
Benefits and Pension Plans (D70
Benefits and Pension Plans (Details 4) | 12 Months Ended | ||
Aug. 31, 2015 | Aug. 31, 2014 | Aug. 31, 2013 | |
Qualified Plan | |||
Target allocation and weighted-average asset allocations | |||
Target Allocation Range, minimum (as a percent) | 0.00% | 0.00% | 0.00% |
Target Allocation Range, maximum (as a percent) | 15.00% | 15.00% | 15.00% |
Total target allocation (as a percent) | 100.00% | 100.00% | 100.00% |
Percentage of Plan Assets | 100.00% | 100.00% | 100.00% |
Expected long term return on plan assets (as a percent) | 7.00% | 8.00% | 8.00% |
Neptco plan | |||
Target allocation and weighted-average asset allocations | |||
Total target allocation (as a percent) | 100.00% | 100.00% | 100.00% |
Percentage of Plan Assets | 100.00% | 100.00% | 100.00% |
Expected long term return on plan assets (as a percent) | 7.00% | 8.00% | 8.00% |
Equity securities | Qualified Plan | |||
Target allocation and weighted-average asset allocations | |||
Target Allocation Range, minimum (as a percent) | 40.00% | 40.00% | 40.00% |
Target Allocation Range, maximum (as a percent) | 70.00% | 70.00% | 70.00% |
Percentage of Plan Assets | 44.00% | 43.00% | 56.00% |
Equity securities | Neptco plan | |||
Target allocation and weighted-average asset allocations | |||
Target Allocation Range, minimum (as a percent) | 20.00% | 20.00% | 20.00% |
Target Allocation Range, maximum (as a percent) | 65.00% | 65.00% | 65.00% |
Percentage of Plan Assets | 41.00% | 30.00% | 56.00% |
Debt securities | Qualified Plan | |||
Target allocation and weighted-average asset allocations | |||
Target Allocation Range, minimum (as a percent) | 20.00% | 20.00% | 20.00% |
Target Allocation Range, maximum (as a percent) | 50.00% | 50.00% | 50.00% |
Percentage of Plan Assets | 56.00% | 51.00% | 40.00% |
Debt securities | Neptco plan | |||
Target allocation and weighted-average asset allocations | |||
Target Allocation Range, minimum (as a percent) | 35.00% | 35.00% | 35.00% |
Target Allocation Range, maximum (as a percent) | 80.00% | 80.00% | 80.00% |
Percentage of Plan Assets | 53.00% | 60.00% | 44.00% |
Real estate | Qualified Plan | |||
Target allocation and weighted-average asset allocations | |||
Percentage of Plan Assets | 4.00% | ||
Other | Qualified Plan | |||
Target allocation and weighted-average asset allocations | |||
Target Allocation Range, minimum (as a percent) | 0.00% | 0.00% | 0.00% |
Target Allocation Range, maximum (as a percent) | 10.00% | 10.00% | 10.00% |
Percentage of Plan Assets | 6.00% | ||
Other | Neptco plan | |||
Target allocation and weighted-average asset allocations | |||
Target Allocation Range, minimum (as a percent) | 0.00% | 0.00% | 0.00% |
Target Allocation Range, maximum (as a percent) | 10.00% | 10.00% | 10.00% |
Percentage of Plan Assets | 6.00% | 10.00% |
Benefits and Pension Plans (D71
Benefits and Pension Plans (Details 5) - USD ($) $ in Thousands | Aug. 31, 2015 | Aug. 31, 2014 | Aug. 31, 2013 | Aug. 31, 2012 |
Benefits and pension plans | ||||
Fair value of plan assets | $ 8,120 | $ 8,818 | $ 8,826 | $ 9,405 |
Equity securities | ||||
Benefits and pension plans | ||||
Fair value of plan assets | 3,548 | 3,629 | ||
Debt securities | ||||
Benefits and pension plans | ||||
Fair value of plan assets | 4,496 | 4,610 | ||
Other | ||||
Benefits and pension plans | ||||
Fair value of plan assets | 76 | 579 | ||
Quoted prices in active markets (Level 1) | ||||
Benefits and pension plans | ||||
Fair value of plan assets | 8,818 | |||
Quoted prices in active markets (Level 1) | Equity securities | ||||
Benefits and pension plans | ||||
Fair value of plan assets | 3,629 | |||
Quoted prices in active markets (Level 1) | Debt securities | ||||
Benefits and pension plans | ||||
Fair value of plan assets | 4,610 | |||
Quoted prices in active markets (Level 1) | Other | ||||
Benefits and pension plans | ||||
Fair value of plan assets | $ 579 | |||
Significant other observable inputs (Level 2) | ||||
Benefits and pension plans | ||||
Fair value of plan assets | 8,120 | |||
Significant other observable inputs (Level 2) | Equity securities | ||||
Benefits and pension plans | ||||
Fair value of plan assets | 3,548 | |||
Significant other observable inputs (Level 2) | Debt securities | ||||
Benefits and pension plans | ||||
Fair value of plan assets | 4,496 | |||
Significant other observable inputs (Level 2) | Other | ||||
Benefits and pension plans | ||||
Fair value of plan assets | $ 76 |
Benefits and Pension Plans (D72
Benefits and Pension Plans (Details 6) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2015 | Aug. 31, 2014 | Aug. 31, 2013 | |
Estimated future pension benefit payments | |||
2,014 | $ 358 | ||
2,015 | 347 | ||
2,016 | 632 | ||
2,017 | 382 | ||
2,018 | 13,630 | ||
2019-2023 | 2,192 | ||
Employer contribution | $ 306 | $ 267 | $ 2,300 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) | Sep. 01, 2014shares | Sep. 02, 2013shares | Oct. 22, 2012shares | Feb. 28, 2015shares | Aug. 31, 2014item$ / sharesshares | Feb. 28, 2014shares | Sep. 30, 2013item$ / sharesshares | Mar. 31, 2012$ / sharesshares | Feb. 29, 2012shares | Dec. 31, 2011shares | Sep. 30, 2011shares | Apr. 30, 2011shares | Sep. 30, 2010shares | May. 31, 2015shares | Nov. 30, 2014shares | Aug. 31, 2015shares | Aug. 31, 2014$ / sharesshares | Aug. 31, 2013shares | Aug. 31, 2012shares | Aug. 31, 2013shares | Aug. 31, 2012shares | Oct. 31, 2012shares | Nov. 30, 2005shares | Oct. 31, 2002shares |
Stock options | ||||||||||||||||||||||||
Stock Based Compensation | ||||||||||||||||||||||||
Common stock available for future issuance (in shares) | 1,211,637 | |||||||||||||||||||||||
Stock options | Non-executive members of management | ||||||||||||||||||||||||
Stock Based Compensation | ||||||||||||||||||||||||
Excercise price (in dollar per share) | $ / shares | $ 14.62 | |||||||||||||||||||||||
Restricted stock | Non-executive members of management | ||||||||||||||||||||||||
Stock Based Compensation | ||||||||||||||||||||||||
Shares granted | 16,000 | |||||||||||||||||||||||
Shares forfeited | 1,887 | |||||||||||||||||||||||
Restricted stock | Non-executive members of management | April 16, 2020 vesting date | ||||||||||||||||||||||||
Stock Based Compensation | ||||||||||||||||||||||||
Shares forfeited | 15,000 | |||||||||||||||||||||||
Restricted stock | Non-executive members of management | January 31, 2018 Vesting date | ||||||||||||||||||||||||
Stock Based Compensation | ||||||||||||||||||||||||
Shares forfeited | 1,000 | |||||||||||||||||||||||
Restricted stock | Non-employee members of BOD | ||||||||||||||||||||||||
Stock Based Compensation | ||||||||||||||||||||||||
Vesting period | 12 months | 12 months | 1 year | |||||||||||||||||||||
Shares granted | 5,361 | 4,878 | 10,085 | |||||||||||||||||||||
Time-based restricted stock | Non-executive members of management | ||||||||||||||||||||||||
Stock Based Compensation | ||||||||||||||||||||||||
Shares granted | 1,368 | 5,037 | 4,249 | |||||||||||||||||||||
2013 Plan | ||||||||||||||||||||||||
Stock Based Compensation | ||||||||||||||||||||||||
Shares authorized | 1,200,000 | |||||||||||||||||||||||
2005 Incentive Plan | ||||||||||||||||||||||||
Stock Based Compensation | ||||||||||||||||||||||||
Shares authorized | 1,000,000 | |||||||||||||||||||||||
Common stock available for future issuance (in shares) | 11,637 | |||||||||||||||||||||||
2005 Incentive Plan | Stock options | ||||||||||||||||||||||||
Stock Based Compensation | ||||||||||||||||||||||||
Common stock available for future issuance (in shares) | 11,637 | |||||||||||||||||||||||
2001 Senior Management Stock Plan and 2001 Non-Employee Director Stock Option Plan | Stock options | ||||||||||||||||||||||||
Stock Based Compensation | ||||||||||||||||||||||||
Expiration term | 10 years | |||||||||||||||||||||||
2001 Senior Management Stock Plan and 2001 Non-Employee Director Stock Option Plan | Stock options | Minimum | ||||||||||||||||||||||||
Stock Based Compensation | ||||||||||||||||||||||||
Vesting period | 3 years | |||||||||||||||||||||||
2001 Senior Management Stock Plan and 2001 Non-Employee Director Stock Option Plan | Stock options | Maximum | ||||||||||||||||||||||||
Stock Based Compensation | ||||||||||||||||||||||||
Vesting period | 5 years | |||||||||||||||||||||||
2001 Senior Management Stock Plan | ||||||||||||||||||||||||
Stock Based Compensation | ||||||||||||||||||||||||
Shares authorized | 1,500,000 | |||||||||||||||||||||||
2001 Non-Employee Director Stock Option Plan | ||||||||||||||||||||||||
Stock Based Compensation | ||||||||||||||||||||||||
Shares authorized | 180,000 | |||||||||||||||||||||||
2001 Non-Employee Director Stock Option Plan | Restricted stock | ||||||||||||||||||||||||
Stock Based Compensation | ||||||||||||||||||||||||
Shares granted | 7,706 | |||||||||||||||||||||||
2011 LTIP | Performance and service based restricted stock | Executive officers | ||||||||||||||||||||||||
Stock Based Compensation | ||||||||||||||||||||||||
Shares granted | 32,835 | 32,835 | 65,670 | |||||||||||||||||||||
2011 LTIP | Time-based restricted stock | Executive officers | ||||||||||||||||||||||||
Stock Based Compensation | ||||||||||||||||||||||||
Shares granted | 16,417 | |||||||||||||||||||||||
2012 LTIP | Performance and service based restricted stock | Executive officers | ||||||||||||||||||||||||
Stock Based Compensation | ||||||||||||||||||||||||
Shares granted | 33,798 | 33,798 | 67,596 | |||||||||||||||||||||
2012 LTIP | Time-based restricted stock | Executive officers | ||||||||||||||||||||||||
Stock Based Compensation | ||||||||||||||||||||||||
Shares granted | 16,899 | |||||||||||||||||||||||
2013 LTIP | Performance and service based restricted stock | Executive officers and other members of management | ||||||||||||||||||||||||
Stock Based Compensation | ||||||||||||||||||||||||
Shares granted | 11,861 | 23,722 | ||||||||||||||||||||||
2013 LTIP | Time-based restricted stock | Executive officers and other members of management | August 31, 2013 vesting date | ||||||||||||||||||||||||
Stock Based Compensation | ||||||||||||||||||||||||
Shares forfeited | 1,931 | |||||||||||||||||||||||
2013 LTIP | Time-based restricted stock | Executive officers and other members of management | August 31, 2015 vesting date | ||||||||||||||||||||||||
Stock Based Compensation | ||||||||||||||||||||||||
Shares forfeited | 16,505 | |||||||||||||||||||||||
2014 LTIP | Stock options | Executive officers and other members of management | ||||||||||||||||||||||||
Stock Based Compensation | ||||||||||||||||||||||||
Shares granted | 25,969 | |||||||||||||||||||||||
Number of equal annual allotments in which awards will vest | item | 3 | |||||||||||||||||||||||
Excercise price (in dollar per share) | $ / shares | $ 29.72 | |||||||||||||||||||||||
2014 LTIP | Performance and service based restricted stock | Executive officers and other members of management | ||||||||||||||||||||||||
Stock Based Compensation | ||||||||||||||||||||||||
Shares granted | 7,529 | 5,485 | ||||||||||||||||||||||
Cumulative shares granted | 13,014 | |||||||||||||||||||||||
2014 LTIP | Time-based restricted stock | Executive officers and other members of management | August 31, 2016 vesting date | ||||||||||||||||||||||||
Stock Based Compensation | ||||||||||||||||||||||||
Shares forfeited | 8,323 | |||||||||||||||||||||||
2014 LTIP | Time-based restricted stock | Executive officers and other members of management | August 31, 2014 vesting date | ||||||||||||||||||||||||
Stock Based Compensation | ||||||||||||||||||||||||
Shares forfeited | 1,040 | |||||||||||||||||||||||
2015 LTIP | Stock options | Executive officers and other members of management | ||||||||||||||||||||||||
Stock Based Compensation | ||||||||||||||||||||||||
Cumulative shares granted | 22,750 | |||||||||||||||||||||||
Number of equal annual allotments in which awards will vest | item | 3 | |||||||||||||||||||||||
Excercise price (in dollar per share) | $ / shares | $ 35.50 | $ 35.50 | ||||||||||||||||||||||
2015 LTIP | Stock options | Executive officers and other members of management | August 31, 2024 vesting date | ||||||||||||||||||||||||
Stock Based Compensation | ||||||||||||||||||||||||
Shares forfeited | 7,438 | |||||||||||||||||||||||
2015 LTIP | Stock options | Executive officers and other members of management | September 1, 2024 vesting date | ||||||||||||||||||||||||
Stock Based Compensation | ||||||||||||||||||||||||
Shares forfeited | 15,312 | |||||||||||||||||||||||
2015 LTIP | Performance and service based restricted stock | Executive officers and other members of management | August 31, 2017 vesting date | ||||||||||||||||||||||||
Stock Based Compensation | ||||||||||||||||||||||||
Shares granted | 6,993 | |||||||||||||||||||||||
2015 LTIP | Time-based restricted stock | Executive officers and other members of management | ||||||||||||||||||||||||
Stock Based Compensation | ||||||||||||||||||||||||
Shares granted | 8,132 | |||||||||||||||||||||||
2015 LTIP | Time-based restricted stock | Executive officers and other members of management | August 31, 2017 vesting date | ||||||||||||||||||||||||
Stock Based Compensation | ||||||||||||||||||||||||
Shares granted | 7,005 | |||||||||||||||||||||||
2015 LTIP | Time-based restricted stock | Executive officers and other members of management | September 1, 2024 vesting date | ||||||||||||||||||||||||
Stock Based Compensation | ||||||||||||||||||||||||
Shares granted | 1,127 |
Stockholders' Equity (Details 2
Stockholders' Equity (Details 2) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||
Feb. 28, 2015 | Oct. 31, 2012item$ / sharesshares | Mar. 31, 2012item$ / sharesshares | Feb. 29, 2012 | Aug. 31, 2015USD ($)$ / sharesshares | Aug. 31, 2014USD ($)$ / sharesshares | Aug. 31, 2013USD ($)$ / sharesshares | |
Additional disclosures | |||||||
Tax (expense) / benefit realized from stock options exercised, vesting of restricted stock and issuance of stock pursuant to grants of restricted stock units (in dollars) | $ | $ 1,088 | $ 1,324 | $ 621 | ||||
Unrecognized expense related to all stock-based compensation (in dollars) | $ | $ 1,524 | ||||||
2005 Incentive Plan | |||||||
Additional disclosures | |||||||
Common stock available for future issuance (in shares) | 11,637 | ||||||
Officers and employees | |||||||
Options outstanding | |||||||
Options outstanding at the beginning of the period (in shares) | 463,901 | 552,804 | 557,882 | ||||
Granted (in shares) | 22,750 | 25,969 | 43,964 | ||||
Exercised (in shares) | (169,038) | (114,872) | (49,042) | ||||
Forfeited or cancelled (in shares) | (4,224) | ||||||
Options outstanding at the end of the period (in shares) | 313,389 | 463,901 | 552,804 | ||||
Weighted Average Exercise Price | |||||||
Options outstanding at the beginning of the period (in dollars per share) | $ / shares | $ 15.43 | $ 14.48 | $ 14.23 | ||||
Granted (in dollars per share) | $ / shares | 35.50 | 29.72 | 16 | ||||
Exercised (in dollars per share) | $ / shares | 15.21 | 14.06 | 11.46 | ||||
Forfeited or cancelled (in dollars per share) | $ / shares | 22.25 | ||||||
Options outstanding at the end of the period (in dollars per share) | $ / shares | $ 16.92 | 15.43 | 14.48 | ||||
Stock options | |||||||
Options Outstanding | |||||||
Number Outstanding (in shares) | 313,389 | ||||||
Weighted Avg. Remaining Contractual Life | 5 years 4 months 24 days | ||||||
Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 16.92 | ||||||
Aggregate Intrinsic Value (in dollars) | $ | $ 7,078 | ||||||
Options Exercisable | |||||||
Number Exercisable (in shares) | 290,524 | ||||||
Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 15.61 | ||||||
Aggregate Intrinsic Value (in dollars) | $ | $ 6,942 | ||||||
Additional disclosures | |||||||
Weighted average grant date fair value of options granted (in dollars per share) | $ / shares | $ 12.10 | $ 10.52 | $ 4.23 | ||||
Total pretax intrinsic value of stock options exercised (in dollars) | $ | $ 3,972 | $ 2,153 | $ 678 | ||||
Common stock available for future issuance (in shares) | 1,211,637 | ||||||
Tax (expense) / benefit realized from stock options exercised, vesting of restricted stock and issuance of stock pursuant to grants of restricted stock units (in dollars) | $ | $ 1,131 | $ 1,324 | $ 622 | ||||
Unrecognized expense related to all stock-based compensation (in dollars) | $ | $ 1,390 | ||||||
Period over which unrecognized expense related to all stock based compensation will be recognized | 5 years | ||||||
Stock options | $11.15 | |||||||
Options Outstanding | |||||||
Number Outstanding (in shares) | 25,000 | ||||||
Weighted Avg. Remaining Contractual Life | 4 years | ||||||
Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 11.15 | ||||||
Aggregate Intrinsic Value (in dollars) | $ | $ 709 | ||||||
Options Exercisable | |||||||
Number Exercisable (in shares) | 25,000 | ||||||
Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 11.15 | ||||||
Aggregate Intrinsic Value (in dollars) | $ | $ 709 | ||||||
Stock options | $12.70 | |||||||
Options Outstanding | |||||||
Number Outstanding (in shares) | 54,309 | ||||||
Weighted Avg. Remaining Contractual Life | 5 years | ||||||
Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 12.70 | ||||||
Aggregate Intrinsic Value (in dollars) | $ | $ 1,455 | ||||||
Options Exercisable | |||||||
Number Exercisable (in shares) | 54,309 | ||||||
Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 12.70 | ||||||
Aggregate Intrinsic Value (in dollars) | $ | $ 1,455 | ||||||
Stock options | $12.77 | |||||||
Options Outstanding | |||||||
Number Outstanding (in shares) | 65,020 | ||||||
Weighted Avg. Remaining Contractual Life | 6 years | ||||||
Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 12.77 | ||||||
Aggregate Intrinsic Value (in dollars) | $ | $ 1,738 | ||||||
Options Exercisable | |||||||
Number Exercisable (in shares) | 65,020 | ||||||
Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 12.77 | ||||||
Aggregate Intrinsic Value (in dollars) | $ | $ 1,738 | ||||||
Stock options | $14.62 | |||||||
Options Outstanding | |||||||
Number Outstanding (in shares) | 4,420 | ||||||
Weighted Avg. Remaining Contractual Life | 6 years 6 months | ||||||
Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 14.62 | ||||||
Aggregate Intrinsic Value (in dollars) | $ | $ 110 | ||||||
Options Exercisable | |||||||
Number Exercisable (in shares) | 4,420 | ||||||
Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 14.62 | ||||||
Aggregate Intrinsic Value (in dollars) | $ | $ 110 | ||||||
Stock options | $16.00 | |||||||
Options Outstanding | |||||||
Number Outstanding (in shares) | 37,066 | ||||||
Weighted Avg. Remaining Contractual Life | 7 years 1 month 6 days | ||||||
Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 16 | ||||||
Aggregate Intrinsic Value (in dollars) | $ | $ 871 | ||||||
Options Exercisable | |||||||
Number Exercisable (in shares) | 37,066 | ||||||
Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 16 | ||||||
Aggregate Intrinsic Value (in dollars) | $ | $ 871 | ||||||
Stock options | $16.53 | |||||||
Options Outstanding | |||||||
Number Outstanding (in shares) | 81,743 | ||||||
Weighted Avg. Remaining Contractual Life | 3 years 1 month 6 days | ||||||
Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 16.53 | ||||||
Aggregate Intrinsic Value (in dollars) | $ | $ 1,878 | ||||||
Options Exercisable | |||||||
Number Exercisable (in shares) | 81,743 | ||||||
Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 16.53 | ||||||
Aggregate Intrinsic Value (in dollars) | $ | $ 1,878 | ||||||
Stock options | $29.72 | |||||||
Options Outstanding | |||||||
Number Outstanding (in shares) | 23,081 | ||||||
Weighted Avg. Remaining Contractual Life | 8 years | ||||||
Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 29.72 | ||||||
Aggregate Intrinsic Value (in dollars) | $ | $ 226 | ||||||
Options Exercisable | |||||||
Number Exercisable (in shares) | 15,385 | ||||||
Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 29.72 | ||||||
Aggregate Intrinsic Value (in dollars) | $ | $ 151 | ||||||
Stock options | 29.72 | |||||||
Options Outstanding | |||||||
Number Outstanding (in shares) | 22,750 | ||||||
Weighted Avg. Remaining Contractual Life | 9 years | ||||||
Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 35.50 | ||||||
Aggregate Intrinsic Value (in dollars) | $ | $ 91 | ||||||
Options Exercisable | |||||||
Number Exercisable (in shares) | 7,581 | ||||||
Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 35.50 | ||||||
Aggregate Intrinsic Value (in dollars) | $ | $ 30 | ||||||
Stock options | 2005 Incentive Plan | |||||||
Additional disclosures | |||||||
Common stock available for future issuance (in shares) | 11,637 | ||||||
Stock options | Non-executive members of management | |||||||
Stockholders' Equity | |||||||
Number of equal annual allotments in which options will vest beginning from the end of the fiscal year | item | 3 | ||||||
Options outstanding | |||||||
Granted (in shares) | 6,630 | ||||||
Weighted Average Exercise Price | |||||||
Options outstanding at the end of the period (in dollars per share) | $ / shares | $ 14.62 | ||||||
Stock options | Executive officers and other members of management | 2013 LTIP | |||||||
Stockholders' Equity | |||||||
Number of equal annual allotments in which options will vest beginning from the end of the fiscal year | item | 3 | ||||||
Options outstanding | |||||||
Granted (in shares) | 43,964 | ||||||
Weighted Average Exercise Price | |||||||
Options outstanding at the end of the period (in dollars per share) | $ / shares | $ 16 | ||||||
Restricted stock | |||||||
Additional disclosures | |||||||
Unrecognized expense related to all stock-based compensation (in dollars) | $ | $ 134 | ||||||
Restricted stock | Non-employee members of BOD | |||||||
Stockholders' Equity | |||||||
Vesting period | 12 months | 12 months | 1 year |
Segment Data (Details)
Segment Data (Details) $ in Thousands | 12 Months Ended | |||
Aug. 31, 2015USD ($)item | Aug. 31, 2014USD ($) | Aug. 31, 2013USD ($) | Aug. 31, 2012USD ($) | |
Segment data | ||||
Revenues | $ 238,046 | $ 224,006 | $ 216,062 | |
Income before income taxes | 41,226 | 40,490 | 25,810 | |
Total assets | 257,897 | 245,545 | ||
Interest | 1,063 | 1,143 | 1,294 | |
Depreciation | 5,810 | 5,692 | 5,872 | |
Amortization | $ 6,762 | 4,822 | 4,793 | |
Number of operating segments | item | 2 | |||
Inventory Step up to Fair Value | $ 65 | 564 | ||
Acquisition related costs | 584 | |||
Pension related settlement costs | 188 | 348 | 521 | |
Income before income taxes | 41,226 | 40,490 | 25,810 | |
Gain on sale | 5,706 | |||
NEPTCO | ||||
Segment data | ||||
Inventory Step up to Fair Value | 564 | |||
Henkel Corporation ( Seller) | ||||
Segment data | ||||
Inventory Step up to Fair Value | 65 | |||
Acquisition related costs | 584 | |||
Henkel Corporation ( Seller) | Selling, General and Administrative Expenses | ||||
Segment data | ||||
Acquisition related costs | $ 584 | |||
Insulfab product line | ||||
Segment data | ||||
Gain on sale | 5,706 | |||
Industrial Materials | ||||
Segment data | ||||
Revenues | 176,547 | 169,657 | 163,474 | |
Income before income taxes | 46,388 | 48,775 | 35,617 | |
Total assets | 146,870 | 127,820 | ||
Interest | 913 | 959 | 928 | |
Depreciation | 4,050 | 4,650 | 4,914 | |
Amortization | 5,178 | 3,094 | 3,082 | |
Income before income taxes | 46,388 | 48,775 | 35,617 | |
Industrial Materials | Selling, General and Administrative Expenses | ||||
Segment data | ||||
Income before income taxes | 8,760 | 9,217 | ||
Income before income taxes | 8,760 | 9,217 | ||
Construction Materials | ||||
Segment data | ||||
Revenues | 61,499 | 54,349 | 52,588 | |
Income before income taxes | 17,272 | 11,209 | 11,138 | |
Total assets | 48,016 | 50,972 | ||
Interest | 150 | 184 | 366 | |
Depreciation | 1,123 | 982 | 921 | |
Amortization | 1,584 | 1,727 | 1,684 | |
Income before income taxes | 17,272 | 11,209 | 11,138 | |
Construction Materials | Selling, General and Administrative Expenses | ||||
Segment data | ||||
Income before income taxes | 3,052 | 4,675 | ||
Income before income taxes | 3,052 | 4,675 | ||
Reportable segments | ||||
Segment data | ||||
Income before income taxes | 63,660 | 59,984 | 46,755 | |
Total assets | 194,886 | 178,792 | ||
Income before income taxes | 63,660 | 59,984 | 46,755 | |
Corporate and common costs | ||||
Segment data | ||||
Income before income taxes | (22,434) | (19,494) | (20,945) | |
Total assets | 63,011 | 66,753 | ||
Pension related settlement costs | 595 | |||
Income before income taxes | $ (22,434) | $ (19,494) | $ (20,945) |
Export Sales and Foreign Oper76
Export Sales and Foreign Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2015 | Aug. 31, 2014 | Aug. 31, 2013 | |
Concentration risk | |||
Long-lived assets | $ 40,921 | $ 44,085 | |
Export sales | 27,955 | 21,212 | $ 22,827 |
United Kingdom | |||
Concentration risk | |||
Goodwill and intangible assets | $ 8,266 | $ 9,924 | |
Revenue | Geographic concentration risk | United Kingdom | |||
Concentration risk | |||
Percentage of concentration risk | 13.00% | 10.00% | 7.00% |
Long-lived assets | Geographic concentration risk | United Kingdom | |||
Concentration risk | |||
Long-lived assets | $ 3,947 | $ 4,349 |
Supplemental Cash Flow Data (De
Supplemental Cash Flow Data (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2015 | Aug. 31, 2014 | Aug. 31, 2013 | |
Acquisition of certain assets | |||
Current assets (excluding cash) | $ 610 | ||
Property, plant and equipment | 1,064 | ||
Goodwill | 6,371 | ||
Intangible assets | 25,240 | ||
Payments for acquisitions | (33,285) | ||
Supplemental Cash Flow Data | |||
Income taxes paid | 11,987 | $ 15,084 | $ 9,913 |
Interest paid | 1,114 | 1,224 | 1,545 |
Common stock received for payment of stock option exercises | 2,180 | 1,550 | 488 |
Property, plant & equipment additions included in accounts payable | 53 | 91 | $ 112 |
Deferred tax assets and liabilities acquired from non-controlling interest | $ 446 | ||
Insulfab product line | |||
Sale of business | |||
Current assets (excluding cash) | (3,153) | ||
Property and equipment | (1,062) | ||
Accounts payable and accrued liabilities | 3 | ||
Gain on sale of business | (5,706) | ||
Cash received from sale of business, net of transaction costs | $ 9,918 |
Acquisition of Specialty Chem78
Acquisition of Specialty Chemical Intermediates Product Lines (Details) $ in Thousands | Jan. 30, 2015USD ($)item | Oct. 31, 2014 | Jun. 30, 2012 | Aug. 31, 2015USD ($) | Aug. 31, 2012USD ($) | Aug. 31, 2014USD ($) | Aug. 31, 2013USD ($) |
Acquisitions | |||||||
Acquisition related costs | $ 584 | ||||||
Acquisition cost has been allocated to the acquired tangible and identifiable intangible assets and liabilities assumed based on their fair values | |||||||
Goodwill | 44,123 | $ 38,280 | $ 37,815 | ||||
NEPTCO | |||||||
Acquisitions | |||||||
Percentage of ownership stake acquired as part of acquisition | 50.00% | 50.00% | |||||
Ownership interest (as a percent) | 100.00% | ||||||
Henkel Corporation ( Seller) | |||||||
Acquisitions | |||||||
Number of product lines acquired | item | 2 | ||||||
Purchase price | $ 33,285 | ||||||
Lease term | 10 years | ||||||
Period to perform certain manufacturing and application services | 3 years | ||||||
Acquisition related costs | $ 584 | ||||||
Acquisition cost has been allocated to the acquired tangible and identifiable intangible assets and liabilities assumed based on their fair values | |||||||
Inventory | $ 610 | ||||||
Property, plant & equipment | 1,064 | ||||||
Goodwill | 6,371 | ||||||
Intangible assets | 25,240 | ||||||
Total purchase price | $ 33,285 | ||||||
Henkel Corporation ( Seller) | Selling, General and Administrative Expenses | |||||||
Acquisitions | |||||||
Acquisition related costs | $ 584 |
Acquisition of Specialty Chem79
Acquisition of Specialty Chemical Intermediates Product Lines (Details 2) - USD ($) $ / shares in Units, $ in Thousands | Jan. 30, 2015 | May. 31, 2015 | Aug. 31, 2015 | Aug. 31, 2014 | Aug. 31, 2013 |
Pro Forma Information | |||||
Acquisition related costs | $ 584 | ||||
Statutory tax rate (as a percent) | 35.00% | 35.00% | 35.00% | ||
Net income | $ 26,413 | $ 26,523 | $ 16,740 | ||
Henkel Corporation ( Seller) | |||||
Acquisition of Specialty Chemical Intermediates Businesses | |||||
Intangible assets | $ 25,240 | ||||
Pro Forma Information | |||||
Acquisition related costs | 584 | ||||
Henkel Corporation ( Seller) | Customer Relationships | |||||
Acquisition of Specialty Chemical Intermediates Businesses | |||||
Intangible assets | $ 21,300 | ||||
Useful life | 8 years | ||||
Henkel Corporation ( Seller) | Technology | |||||
Acquisition of Specialty Chemical Intermediates Businesses | |||||
Intangible assets | $ 2,700 | ||||
Useful life | 7 years | ||||
Henkel Corporation ( Seller) | Trade names | |||||
Acquisition of Specialty Chemical Intermediates Businesses | |||||
Intangible assets | $ 910 | ||||
Useful life | 7 years | ||||
Henkel Corporation ( Seller) | Backlog | |||||
Acquisition of Specialty Chemical Intermediates Businesses | |||||
Intangible assets | $ 330 | ||||
Useful life | 2 months | ||||
Pro Forma | |||||
Pro Forma Information | |||||
Revenue since acquisition date | $ 12,449 | ||||
Net gain since acquisition date | 770 | ||||
Acquisition related costs | 584 | ||||
Inventory step-up costs | $ 65 | ||||
Statutory tax rate (as a percent) | 35.00% | ||||
Revenue | 246,575 | 244,881 | |||
Net income | 27,805 | 27,879 | |||
Net income attributable to Chase Corporation | $ 27,710 | $ 27,987 | |||
Net income available to common shareholders, per common and common equivalent share | |||||
Basic earnings per share (in dollars per share) | $ 3.02 | $ 3.08 | |||
Diluted earning per share (in dollars per share) | $ 2.97 | $ 3 |
Joint Venture (Details)
Joint Venture (Details) - USD ($) $ in Thousands | Oct. 31, 2014 | Jun. 30, 2012 | Oct. 31, 2014 | Aug. 31, 2015 | Aug. 31, 2014 | Aug. 31, 2013 |
Joint Venture | ||||||
Net loss (gain) attributable to non-controlling interest | $ (95) | $ 108 | $ 474 | |||
JV | Joint venture partner | ||||||
Joint Venture | ||||||
Purchases made | $ 332 | $ 1,610 | 1,818 | |||
Amounts due for purchases made | $ 332 | |||||
NEPTCO | ||||||
Joint Venture | ||||||
Net loss (gain) attributable to non-controlling interest | $ (95) | |||||
Ownership interest (as a percent) | 100.00% | 100.00% | ||||
Percentage of ownership stake acquired | 50.00% | 50.00% | ||||
NEPTCO | Joint venture partner | ||||||
Joint Venture | ||||||
Ownership interest held by each member (as a percent) | 50.00% | |||||
NEPTCO | Joint venture partner | Minimum | ||||||
Joint Venture | ||||||
Percentage of total glass fiber requirements agreed to be purchased | 80.00% | |||||
NEPTCO | JV | Joint venture partner | ||||||
Joint Venture | ||||||
Ownership interest held by each member (as a percent) | 50.00% |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Recurring basis - USD ($) $ in Thousands | Aug. 31, 2015 | Aug. 31, 2014 |
Fair value measurements | ||
Restricted investments | $ 1,410 | $ 1,256 |
Long-term debt | 51,800 | 58,800 |
Quoted prices in active markets (Level 1) | ||
Fair value measurements | ||
Restricted investments | 1,394 | 1,216 |
Significant other observable inputs (Level 2) | ||
Fair value measurements | ||
Restricted investments | 16 | 40 |
Long-term debt | $ 51,800 | $ 58,800 |
Net Income Per Share (Details)
Net Income Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Aug. 31, 2015 | May. 31, 2015 | Feb. 28, 2015 | Nov. 30, 2014 | Aug. 31, 2014 | May. 31, 2014 | Feb. 28, 2014 | Nov. 30, 2013 | Aug. 31, 2015 | Aug. 31, 2014 | Aug. 31, 2013 | |
Net Income Per Share | |||||||||||
Net income attributable to Chase Corporation | $ 8,181 | $ 7,166 | $ 4,066 | $ 6,905 | $ 7,012 | $ 6,324 | $ 4,520 | $ 8,775 | $ 26,318 | $ 26,631 | $ 17,214 |
Less: Allocated to participating securities | 214 | 449 | 396 | ||||||||
Available to common shareholders | $ 26,104 | $ 26,182 | $ 16,818 | ||||||||
Basic weighted average shares outstanding | 9,086,043 | 8,952,026 | 8,860,972 | ||||||||
Additional dilutive common stock equivalents (in shares) | 168,011 | 213,640 | 117,466 | ||||||||
Diluted weighted average shares outstanding | 9,254,054 | 9,165,666 | 8,978,438 | ||||||||
Net income available to common shareholders, per common and common equivalent share | |||||||||||
Basic (in dollars per share) | $ 0.89 | $ 0.78 | $ 0.45 | $ 0.76 | $ 0.77 | $ 0.69 | $ 0.50 | $ 0.96 | $ 2.87 | $ 2.92 | $ 1.90 |
Diluted (in dollars per share) | $ 0.87 | $ 0.77 | $ 0.44 | $ 0.74 | $ 0.75 | $ 0.68 | $ 0.48 | $ 0.94 | $ 2.82 | $ 2.86 | $ 1.87 |
Antidilutive securities | |||||||||||
Antidilutive stock options excluded from computation of earnings per share amount (in shares) | 20,271 | 0 | 0 |
Sale of Insulfab Product Line (
Sale of Insulfab Product Line (Details) - USD ($) $ in Thousands | Oct. 07, 2013 | Nov. 30, 2013 | May. 31, 2014 | Aug. 31, 2015 | Aug. 31, 2014 | May. 31, 2015 |
Sale of Insulfab product line | ||||||
Proceeds from the sale of property and assets | $ 739 | $ 9,179 | ||||
Maximum | ||||||
Sale of Insulfab product line | ||||||
Period in which submitted claims or adjustments are resolved from the closing date of Insulfab sale | 18 months | |||||
Insulfab product line | ||||||
Sale of Insulfab product line | ||||||
Proceeds from the sale of property and assets | $ 7,394 | |||||
Increase in sale proceeds resulting from post-closing adjustments | $ 2,516 | |||||
Pre-tax book gain from the sale of property and assets | 5,706 | |||||
After-tax book gain from the sale of property and assets | $ 3,709 | |||||
Sale price held in escrow | $ 739 | $ 739 |
Assets Held for Sale (Details)
Assets Held for Sale (Details) - USD ($) $ in Thousands | Nov. 10, 2015 | Aug. 31, 2015 |
Assets held for sale | ||
Assets Held for sale | $ 1,089 | |
Structural composites product line | Subsequent event | ||
Assets held for sale | ||
Sales price of assets sold | $ 2,185 | |
Property, Plant, and Equipment | ||
Assets held for sale | ||
Assets Held for sale | 773 | |
Patents And Other Intangible Assets | ||
Assets held for sale | ||
Assets Held for sale | $ 316 |
Related Party Agreements (Detai
Related Party Agreements (Details) - USD ($) $ in Thousands | Oct. 31, 2014 | Jun. 30, 2012 | Oct. 31, 2014 | Aug. 31, 2014 | Aug. 31, 2013 | Aug. 31, 2015 |
Related party transactions | ||||||
Original book value | $ 50,156 | $ 73,734 | ||||
Net book value | 27,215 | $ 44,852 | ||||
Joint venture partner | JV | ||||||
Related party transactions | ||||||
Purchases made | $ 332 | $ 1,610 | $ 1,818 | |||
Amounts due for purchases made | $ 332 | |||||
NEPTCO | ||||||
Related party transactions | ||||||
Percentage of ownership stake acquired | 50.00% | 50.00% | ||||
NEPTCO | Joint venture partner | ||||||
Related party transactions | ||||||
Ownership interest held by each member (as a percent) | 50.00% | |||||
NEPTCO | Joint venture partner | Minimum | ||||||
Related party transactions | ||||||
Percentage of total glass fiber requirements agreed to be purchased | 80.00% | |||||
NEPTCO | Joint venture partner | JV | ||||||
Related party transactions | ||||||
Ownership interest held by each member (as a percent) | 50.00% |
Selected Quarterly Financial 86
Selected Quarterly Financial Data (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Aug. 31, 2015 | May. 31, 2015 | Feb. 28, 2015 | Nov. 30, 2014 | Aug. 31, 2014 | May. 31, 2014 | Feb. 28, 2014 | Nov. 30, 2013 | Aug. 31, 2015 | Aug. 31, 2014 | Aug. 31, 2013 | |
Selected Quarterly Financial Data (Unaudited) | |||||||||||
Net Sales | $ 64,118 | $ 64,102 | $ 51,380 | $ 55,290 | $ 59,994 | $ 56,973 | $ 50,412 | $ 53,655 | $ 234,890 | $ 221,034 | $ 213,648 |
Gross Profit on Sales | 23,775 | 23,958 | 17,145 | 20,810 | 21,298 | 19,905 | 16,461 | 18,177 | 85,688 | 75,841 | |
Net income attributable to Chase Corporation | $ 8,181 | $ 7,166 | $ 4,066 | $ 6,905 | $ 7,012 | $ 6,324 | $ 4,520 | $ 8,775 | $ 26,318 | $ 26,631 | $ 17,214 |
Net income available to common shareholders, per common and common equivalent share: | |||||||||||
Basic (in dollars per share) | $ 0.89 | $ 0.78 | $ 0.45 | $ 0.76 | $ 0.77 | $ 0.69 | $ 0.50 | $ 0.96 | $ 2.87 | $ 2.92 | $ 1.90 |
Diluted (in dollars per share) | $ 0.87 | $ 0.77 | $ 0.44 | $ 0.74 | $ 0.75 | $ 0.68 | $ 0.48 | $ 0.94 | $ 2.82 | $ 2.86 | $ 1.87 |
Valuation and Qualifying Acco87
Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2015 | Aug. 31, 2014 | Aug. 31, 2013 | |
Accounts receivable reserve | |||
Changes in valuation allowances and reserves | |||
Balance at Beginning of Year | $ 670 | $ 696 | $ 817 |
Charges to Operations | 83 | 54 | 135 |
Deductions to Reserves | (48) | (80) | (256) |
Balance at End of Year | 705 | 670 | 696 |
Warranty reserve | |||
Changes in valuation allowances and reserves | |||
Balance at Beginning of Year | 270 | 248 | 249 |
Charges to Operations | 44 | 20 | |
Deductions to Reserves | (84) | 2 | (1) |
Balance at End of Year | $ 230 | $ 270 | $ 248 |
Accumulated Other Comprehensi88
Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2015 | Aug. 31, 2014 | Aug. 31, 2013 | |
Accumulated other comprehensive income | |||
Balance at the beginning of the period | $ (4,250) | $ (5,163) | |
Other comprehensive gains (losses) before reclassifications | (4,491) | 365 | |
Reclassifications to net income of previously deferred (gains) losses | 755 | 548 | |
Total other comprehensive (loss) income | (3,736) | 913 | $ (133) |
Balance at the ending of the period | (7,986) | (4,250) | (5,163) |
Restricted investments, other comprehensive gains (losses) before reclassifications, tax benefit | (77) | 38 | 20 |
Restricted investments | |||
Accumulated other comprehensive income | |||
Balance at the beginning of the period | 209 | 144 | |
Other comprehensive gains (losses) before reclassifications | (107) | 106 | |
Reclassifications to net income of previously deferred (gains) losses | (55) | (41) | |
Total other comprehensive (loss) income | (162) | 65 | |
Balance at the ending of the period | 47 | 209 | 144 |
Change in funded status of pension plan | |||
Accumulated other comprehensive income | |||
Balance at the beginning of the period | (4,785) | (3,578) | |
Other comprehensive gains (losses) before reclassifications | (1,959) | (1,796) | |
Reclassifications to net income of previously deferred (gains) losses | 810 | 589 | |
Total other comprehensive (loss) income | (1,149) | (1,207) | |
Balance at the ending of the period | (5,934) | (4,785) | (3,578) |
Foreign currency translation adjustment | |||
Accumulated other comprehensive income | |||
Balance at the beginning of the period | 326 | (1,729) | |
Other comprehensive gains (losses) before reclassifications | (2,425) | 2,055 | |
Total other comprehensive (loss) income | (2,425) | 2,055 | |
Balance at the ending of the period | $ (2,099) | $ 326 | $ (1,729) |
Accumulated Other Comprehensi89
Accumulated Other Comprehensive Income (Details 2) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2015 | Aug. 31, 2014 | Aug. 31, 2013 | |
Accumulated other comprehensive income | |||
Selling, general and administrative expenses | $ (46,015) | $ (42,640) | $ (43,236) |
Cost of products and services sold | (149,202) | (145,193) | (146,035) |
Tax expense (benefit) | (14,813) | (13,967) | (9,070) |
Net income | 26,413 | 26,523 | $ 16,740 |
Reclassification out of accumulated other comprehensive income (loss) | |||
Accumulated other comprehensive income | |||
Net income | 755 | 548 | |
Restricted investments | Reclassification out of accumulated other comprehensive income (loss) | |||
Accumulated other comprehensive income | |||
Selling, general and administrative expenses | (86) | (63) | |
Tax expense (benefit) | 31 | 22 | |
Net income | (55) | (41) | |
Change in funded status of pension plan | Reclassification out of accumulated other comprehensive income (loss) | |||
Accumulated other comprehensive income | |||
Selling, general and administrative expenses | 1,219 | 820 | |
Cost of products and services sold | 61 | 80 | |
Tax expense (benefit) | (470) | (311) | |
Net income | $ 810 | $ 589 |