Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Nov. 30, 2020 | Dec. 31, 2020 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Period End Date | Nov. 30, 2020 | |
Entity File Number | 1-9852 | |
Entity Registrant Name | CHASE CORPORATION | |
Entity Incorporation, State or Country Code | MA | |
Entity Tax Identification Number | 11-1797126 | |
Entity Address, Address Line One | 295 University Avenue | |
Entity Address, City or Town | Westwood | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02090 | |
City Area Code | 781 | |
Local Phone Number | 332-0700 | |
Title of 12(b) Security | Common stock | |
Trading Symbol | CCF | |
Security Exchange Name | NYSEAMER | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 9,446,391 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Central Index Key | 0000830524 | |
Current Fiscal Year End Date | --08-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Nov. 30, 2020 | Aug. 31, 2020 |
Current Assets | ||
Cash and cash equivalents | $ 90,062 | $ 99,068 |
Accounts receivable, less allowance for doubtful accounts and credit losses of $477 and $438 | 38,894 | 36,993 |
Inventory | 35,962 | 39,058 |
Prepaid expenses and other current assets | 4,389 | 2,470 |
Prepaid income taxes | 800 | 231 |
Total current assets | 170,107 | 177,820 |
Property, plant and equipment, less accumulated depreciation of $52,544 and $52,283 | 25,477 | 25,574 |
Other Assets | ||
Goodwill | 95,486 | 82,402 |
Intangible assets, less accumulated amortization of $81,409 and $78,351 | 50,217 | 41,200 |
Cash surrender value of life insurance | 4,450 | 4,450 |
Restricted investments | 1,780 | 1,619 |
Deferred income taxes | 5,041 | 4,929 |
Operating lease right-of-use asset (Note 8) | 8,751 | 8,821 |
Other assets | 4 | 15 |
Total assets | 361,313 | 346,830 |
Current Liabilities | ||
Accounts payable | 12,070 | 12,525 |
Accrued payroll and other compensation | 5,073 | 5,751 |
Accrued expenses | 4,431 | 4,867 |
Dividend payable | 7,557 | |
Total current liabilities | 29,131 | 23,143 |
Operating lease long-term liabilities (Note 8) | 6,427 | 6,395 |
Deferred compensation | 1,790 | 1,629 |
Accumulated pension obligation | 10,617 | 10,930 |
Other liabilities | 933 | |
Deferred income taxes | 3,512 | |
Accrued income taxes | 1,957 | 1,941 |
Commitments and contingencies (Note 10) | ||
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; 9,446,281 shares at November 30, 2020 and 9,439,082 shares at August 31, 2020 issued and outstanding | 945 | 944 |
Additional paid-in capital | 17,264 | 16,674 |
Accumulated other comprehensive loss | (12,809) | (13,092) |
Retained earnings | 301,546 | 298,266 |
Total equity | 306,946 | 302,792 |
Total liabilities and equity | $ 361,313 | $ 346,830 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Nov. 30, 2020 | Aug. 31, 2020 |
CONDENSED CONSOLIDATED BALANCE SHEETS | ||
Accounts receivable, allowance for doubtful accounts (in dollars) | $ 477 | $ 438 |
Property, plant and equipment, accumulated depreciation (in dollars) | 52,544 | 52,283 |
Intangible assets, accumulated amortization (in dollars) | $ 81,409 | $ 78,351 |
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 | 9,446,281 | 9,439,082 |
Common stock, shares outstanding | 9,446,281 | 9,439,082 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | |
Nov. 30, 2020 | Nov. 30, 2019 | |
Revenue | ||
Revenue | $ 67,176 | $ 66,802 |
Costs and Expenses | ||
Cost of products and services sold | 39,605 | 41,783 |
Selling, general and administrative expenses | 12,260 | 12,622 |
Research and product development costs | 1,051 | 1,018 |
Operations optimization costs (Note 15) | 649 | |
Operating income | 14,260 | 10,730 |
Interest expense | (69) | (55) |
Other income (expense) | (214) | (604) |
Income before income taxes | 13,977 | 10,071 |
Income taxes (Note 14) | 3,140 | 2,709 |
Net income | $ 10,837 | $ 7,362 |
Net income available to common shareholders, per common and common equivalent share (Note 4) | ||
Basic | $ 1.15 | $ 0.78 |
Diluted | $ 1.14 | $ 0.77 |
Weighted average shares outstanding | ||
Basic | 9,375,819 | 9,352,148 |
Diluted | 9,418,675 | 9,434,218 |
Annual cash dividends declared per share | $ 0.80 | $ 0.80 |
Product | ||
Revenue | ||
Revenue | $ 66,136 | $ 65,757 |
Royalties and commissions | ||
Revenue | ||
Revenue | $ 1,040 | $ 1,045 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | |
Nov. 30, 2020 | Nov. 30, 2019 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | ||
Net income | $ 10,837 | $ 7,362 |
Other comprehensive income: | ||
Net unrealized gain on restricted investments, net of tax | 70 | 41 |
Change in funded status of pension plans, net of tax | 122 | 131 |
Foreign currency translation adjustment | 91 | 1,537 |
Total other comprehensive income | 283 | 1,709 |
Comprehensive income | $ 11,120 | $ 9,071 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Thousands | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss)Cumulative Effect Adjustment | Accumulated Other Comprehensive Income (Loss) | Retained EarningsCumulative Effect Adjustment | Retained Earnings | Total |
Balance at Aug. 31, 2019 | $ 940 | $ 14,351 | $ (14,324) | $ 270,260 | $ 271,227 | ||
Balance (in shares) at Aug. 31, 2019 | 9,400,748 | ||||||
Increase (Decrease) in Stockholders' Equity | |||||||
Restricted stock grants, net of forfeitures | $ 2 | (2) | |||||
Restricted stock grants, net of forfeitures (in shares) | 20,637 | ||||||
Amortization of restricted stock grants | 486 | 486 | |||||
Amortization of stock option grants | 228 | 228 | |||||
Exercise of stock options | 123 | 123 | |||||
Exercise of stock options (in shares) | 3,618 | ||||||
Common stock received for payment of stock option exercises | (123) | (123) | |||||
Common stock received for payment of stock option exercises (in shares) | (1,057) | ||||||
Cash dividend on common stock | (7,539) | (7,539) | |||||
Change in funded status of pension plans, net of tax | 131 | 131 | |||||
Foreign currency translation adjustment | 1,537 | 1,537 | |||||
Net unrealized gain (loss) on restricted investments, net of tax | 41 | 41 | |||||
Net income | 7,362 | 7,362 | |||||
Balance at Nov. 30, 2019 | $ 942 | 15,063 | (14,003) | 271,471 | 273,473 | ||
Balance (in shares) at Nov. 30, 2019 | 9,423,946 | ||||||
Increase (Decrease) in Stockholders' Equity | |||||||
Adoption of new accounting standard | ASU 2018-02 | $ (1,388) | $ 1,388 | |||||
Adoption of new accounting standard | (1,388) | ||||||
Balance at Aug. 31, 2020 | $ 944 | 16,674 | (13,092) | 298,266 | 302,792 | ||
Balance (in shares) at Aug. 31, 2020 | 9,439,082 | ||||||
Increase (Decrease) in Stockholders' Equity | |||||||
Restricted stock grants, net of forfeitures | $ 1 | (1) | |||||
Restricted stock grants, net of forfeitures (in shares) | 7,378 | ||||||
Amortization of restricted stock grants | 569 | 569 | |||||
Amortization of stock option grants | 248 | 248 | |||||
Exercise of stock options | 40 | 40 | |||||
Exercise of stock options (in shares) | 2,532 | ||||||
Common stock received for payment of stock option exercises | (40) | (40) | |||||
Common stock received for payment of stock option exercises (in shares) | (386) | ||||||
Common stock retained to pay statutory minimum withholding taxes on common stock | (226) | (226) | |||||
Common stock retained to pay statutory minimum withholding taxes on common stock (in shares) | (2,325) | ||||||
Cash dividend on common stock | (7,557) | (7,557) | |||||
Change in funded status of pension plans, net of tax | 122 | 122 | |||||
Foreign currency translation adjustment | 91 | 91 | |||||
Net unrealized gain (loss) on restricted investments, net of tax | 70 | 70 | |||||
Net income | 10,837 | 10,837 | |||||
Balance at Nov. 30, 2020 | $ 945 | $ 17,264 | $ (12,809) | $ 301,546 | $ 306,946 | ||
Balance (in shares) at Nov. 30, 2020 | 9,446,281 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Nov. 30, 2020 | Nov. 30, 2019 | |
CONDENSED STATEMENTS OF EQUITY | ||
Change in funded status of pension plans, tax | $ 43 | $ 44 |
Net unrealized gain (loss) on restricted investments, tax | $ 25 | $ 14 |
Cash dividend on common stock per share (in dollars per share) | $ 0.80 | $ 0.80 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Nov. 30, 2020 | Nov. 30, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income | $ 10,837 | $ 7,362 |
Adjustments to reconcile net income to net cash provided by operating activities | ||
Depreciation | 1,003 | 1,053 |
Amortization | 3,071 | 2,914 |
Provision for allowance for doubtful accounts and credit losses | 41 | 48 |
Stock-based compensation | 817 | 714 |
Realized gain on restricted investments | (5) | (5) |
Increase (decrease) from changes in assets and liabilities | ||
Accounts receivable | (1,253) | 2,193 |
Inventory | 3,336 | 3,524 |
Prepaid expenses and other assets | (1,239) | (520) |
Accounts payable | (701) | 968 |
Accrued compensation and other expenses | (1,285) | (2,266) |
Accrued income taxes | (570) | 2,168 |
Net cash provided by operating activities | 14,052 | 18,153 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchases of property, plant and equipment | (660) | (699) |
Payments for acquisitions | (22,241) | |
Changes in restricted investments | (62) | (45) |
Net cash used in investing activities | (22,963) | (744) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Payments of taxes on stock options and restricted stock | (226) | |
Net cash used in financing activities | (226) | |
(DECREASE) INCREASE IN CASH & CASH EQUIVALENTS | (9,137) | 17,409 |
Effect of foreign exchange rates on cash | 131 | 876 |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 99,068 | 47,771 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 90,062 | 66,056 |
Non-cash Investing and Financing Activities | ||
Common stock received for payment of stock option exercises | 40 | 123 |
Property, plant and equipment additions included in accounts payable | 159 | 113 |
Annual cash dividend declared | $ 7,557 | $ 7,539 |
Basis of Financial Statement Pr
Basis of Financial Statement Presentation | 3 Months Ended |
Nov. 30, 2020 | |
Basis of Financial Statement Presentation | |
Basis of Financial Statement Presentation | Note 1 — Basis of Financial Statement Presentatio n Description of Business Chase Corporation (the “Company,” “Chase,” “we,” or “us”), a global specialty chemicals company founded in 1946, is a leading manufacturer of protective materials for high-reliability applications across diverse market sectors. The Company’s strategy is to maximize the performance of its core businesses and brands while seeking future opportunities through strategic acquisitions. Through investments in facilities, systems and organizational consolidation, the Company seeks to improve performance and gain economies of scale. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with United States of America generally accepted accounting principles (“U.S. GAAP”) for interim financial reporting, and instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Therefore, they do not include all information and footnote disclosures necessary for a complete presentation of Chase Corporation’s financial position, results of operations and cash flows in conformity with generally accepted accounting principles. The year-end condensed balance sheet was derived from audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America. Chase Corporation filed audited consolidated financial statements which included all information and notes necessary for such a complete presentation for the three years ended August 31, 2020 in conjunction with its 2020 Annual Report on Form 10-K. Certain immaterial reclassifications have been made to the prior year amounts to conform to the current year’s presentation. The results of operations for the interim period ended November 30, 2020 are not necessarily indicative of the results to be expected for any future period or the entire fiscal year. These interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended August 31, 2020 which are contained in the Company’s 2020 Annual Report on Form 10-K. The accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting of normal recurring items) that are, in the opinion of management, necessary for a fair statement of the Company’s financial position as of November 30, 2020, and the results of its operations, comprehensive income, changes in equity and cash flows for the interim periods ended November 30, 2020 and 2019. The financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The Company uses the U.S. dollar as the reporting currency for financial reporting. The financial position and results of operations of the Company’s U.K.-based operations are measured using the British pound as the functional currency. The financial position and results of operations of the Company’s operations based in France (including ABchimie acquired September 1, 2020) are measured using the euro as the functional currency. The financial position and results of the Company’s HumiSeal India Private Limited business are measured using the Indian rupee as the functional currency. The functional currency for all Chase Corporation’s other operations is the U.S. dollar. Foreign currency translation gains and losses are determined using current exchange rates for monetary items and historical exchange rates for other balance sheet items and are recorded as a change in other comprehensive income. Transaction gains and losses generated from the remeasurement of assets and liabilities denominated in currencies other than the functional currency of each applicable operation are included in other income (expense) on the condensed consolidated statements of operations, and were Other Business Developments On September 1, 2020 (the first day of fiscal 2021), the Company acquired all the capital stock of ABchimie for €18,654 (approximately $22,241 at the time of the transaction) net of cash acquired, subsequent to final working capital adjustment, excluding acquisition-related costs of $274 and with a potential earn out based on performance potentially worth an additional €7,000 (approximately $8,330 at the time of the transaction). ABchimie is a Corbelin, France headquartered solutions provider for the cleaning and the protection of electronic assemblies, with further formulation, production, and research and development capabilities. The transaction was funded 100% with cash on hand. The financial results of the business were included in the Company's fiscal 2021 financial statements within the Adhesives, Sealants and Additives operating segment in the electronic and industrial coatings product line. The Company is currently in the process of finalizing purchase accounting, regarding a final allocation of the purchase price to tangible and identifiable intangible assets, including finalizing the recording of deferred taxes, assumed and anticipates completion within fiscal 2021. The ABchimie acquisition does not represent a significant business combination so pro forma financial information is not provided. The Company’s second quarter of fiscal 2020 (prior year) saw the beginning of the global spread of the coronavirus pandemic (COVID-19), which subsequently grew to create significant volatility, uncertainty, and global economic disruption. While the Company remains profitable with sufficient cash on hand to continue to meet its short- and long-term strategic objectives, COVID-19 continues to impact nearly all geographies served by the Company. During the first quarter of fiscal 2020, the Company commissioned third party led studies regarding the potential upgrading of the Company’s current worldwide ERP system. Chase is currently reviewing the data and recommendations provided by the study and may further utilize third-party engineering, IT and other professional services firms in the future for similar work, as well as work around the facilities rationalization and consolidation initiative. The Company recognized $150 in expense related to these services in the first quarter of fiscal 2020, with nothing recognized in the first quarter of fiscal 2021. Given the ongoing nature of the review, an estimate of future costs, including those that may be capitalized, cannot currently be determined. During the third quarter of fiscal 2019, Chase began moving the pulling and detection operations housed in its Granite Falls, NC location to its Hickory, NC facility. This is in line with the Company’s ongoing initiative to consolidate its manufacturing plants and streamline its existing processes. At the time, the pulling and detection operations were the only Chase-owned production operations in Granite Falls, NC, with the remaining portions of the building being either utilized for research and development or leased to a third party. The process of moving, including moving internal research and development capabilities, was substantially completed during the second quarter of fiscal 2020. The Company recognized $499 in expense related to the move in the three-month period ended November 30, 2019, having recognized $526 in expense during the second half of fiscal 2019. No costs were recognized in the three months ended November 30, 2020, and future costs related to this move are not anticipated to be significant to the condensed consolidated financial statements. Significant Accounting Policies The Company’s significant accounting policies are detailed in Note 1 |
Recent Accounting Standards
Recent Accounting Standards | 3 Months Ended |
Nov. 30, 2020 | |
Recent Accounting Standards | |
Recent Accounting Standards | Note 2 — Recent Accounting Standards Recently Adopted Accounting Pronouncements In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting”. The ASU applies to all entities that have contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The ASU provides optional expedients and exceptions for applying generally accepted accounting principles (GAAP) to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The expedients and exceptions provided by the ASU do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022, except for hedging relationships existing as of December 31, 2022, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship. The ASU is effective for all entities as of March 12, 2020 through December 31, 2022. Management does not expect ASU 2020-04 to have a material impact on the Company's consolidated financial statements and disclosures. In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” which modifies the measurement approach for credit losses on financial assets measured on an amortized cost basis from an 'incurred loss' method to an 'expected loss' method. In November 2019, the FASB issued ASU 2019-11, “Codification Improvements to Topic 326, Financial Instruments – Credit Losses.” ASU 2019-11 is an accounting pronouncement that amends ASU 2016-13. This amendment provides clarity and improves the codification to ASU 2016-13. The pronouncements are concurrently effective for fiscal years beginning after December 15, 2019 and interim periods therein. The Company adopted ASU 2016-13 on September 1, 2020, using the modified retrospective transition method which resulted in no material impact on the condensed consolidated financial statements. As a result of the adoption of ASU 2016-13, the Company has updated its critical accounting policy related to trade account receivables and allowances for credit losses as of November 30, 2020 from what was previously disclosed in our audited financial statements for the year ended August 31, 2020 as follows: All trade account receivables are reported net of allowances for credit losses. The allowances for credit losses represent management’s best estimate of the credit losses expected from our trade account receivables over the life of the underlying assets. Assets with similar risk characteristics are pooled together for determination of their current expected credit losses. The Company regularly perform detailed reviews of our pooled assets to evaluate the collectability of receivables based on a combination of past, current, and future financial and qualitative factors that may affect customers’ ability to pay. In circumstances where the Company is aware of a specific customer’s inability to meet its financial obligations, a specific reserve is recorded against amounts due to reduce the recognized receivable to the amount reasonably expected to be collected. |
Inventory
Inventory | 3 Months Ended |
Nov. 30, 2020 | |
Inventory | |
Inventory | Note 3 — Inventory Inventory consisted of the following as of November 30, 2020 and August 31, 2020: November 30, August 31, 2020 2020 Raw materials $ 17,946 $ 18,993 Work in process 7,020 7,761 Finished goods 10,996 12,304 Total Inventory $ 35,962 $ 39,058 |
Net Income Per Share
Net Income Per Share | 3 Months Ended |
Nov. 30, 2020 | |
Net Income Per Share | |
Net Income Per Share | Note 4 — Net Income Per Share The Company has unvested share-based payment awards with a right to receive nonforfeitable dividends which are considered participating securities under ASC Topic 260, “Earnings Per Share.” The Company allocates earnings to participating securities and computes earnings per share using the two-class method. The determination of earnings per share under the two-class method is as follows: Three Months Ended November 30, 2020 2019 Basic Earnings per Share Net income $ 10,837 $ 7,362 Less: Allocated to participating securities 78 54 Net income available to common shareholders $ 10,759 $ 7,308 Basic weighted average shares outstanding 9,375,819 9,352,148 Net income per share - Basic $ 1.15 $ 0.78 Diluted Earnings per Share Net income $ 10,837 $ 7,362 Less: Allocated to participating securities 78 54 Net income available to common shareholders $ 10,759 $ 7,308 Basic weighted average shares outstanding 9,375,819 9,352,148 Additional dilutive common stock equivalents 42,856 82,070 Diluted weighted average shares outstanding 9,418,675 9,434,218 Net income per share - Diluted $ 1.14 $ 0.77 Included in the calculation of dilutive common stock equivalents are the unvested portion of restricted stock and stock options. For the three-month periods ended November 30, 2020 and 2019, stock options to purchase |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Nov. 30, 2020 | |
Stock-Based Compensation | |
Stock-Based Compensation | Note 5 — Stock-Based Compensation In August 2019, the Board of Directors of the Company approved the fiscal year 2020 Long Term Incentive Plan (“2020 LTIP”) for the executive officers and other members of management. The 2020 LTIP is an equity-based plan with a grant date of September 1, 2019 and contains (a) a restricted stock grant of 7,386 shares in the aggregate (of which 3,697 included a performance-based vesting component and were, subject to adjustment as discussed below), with a vesting date of August 31, 2022, and (b) options to purchase 13,418 shares of common stock in the aggregate with an exercise price of $100.22 per share, vesting in three equal annual installments ending on August 31, 2022. Based on the fiscal year 2020 financial results, 387 shares of restricted stock already granted under the 2020 LTIP were forfeited subsequent to the end of fiscal year 2020 in accordance with the performance measurement criteria. No further performance-based measurements apply to this award. Compensation expense for the 2020 LTIP awards is recognized on a ratable basis over the vesting period. In August 2019, the Board of Directors of the Company approved equity retention agreements with certain executive officers. The equity-based retention agreements have a grant date of September 1, 2019 and contain the following equity components: (a) time-based restricted stock grant of In August 2020, the Board of Directors of the Company approved the fiscal year 2021 Long Term Incentive Plan (“2021 LTIP”) for the executive officers and other members of management. The 2021 LTIP is an equity-based plan with a grant date of September 1, 2020 and contains the following equity components: Restricted Shares 31, 2023. 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 Stock options per share. The options will vest in In the first quarter of 2021, restricted stock in the amount of 952 shares related to the second quarter of fiscal 2020 grant was forfeited in conjunction with the termination of employment of non-executive members of management of the Company. |
Segment Data and Foreign Operat
Segment Data and Foreign Operations | 3 Months Ended |
Nov. 30, 2020 | |
Export Sales and Foreign Operations | |
Segment Data and Foreign Operations | Note 6 — Segment Data and Foreign Operations The Company is organized into three reportable operating segments: Adhesives, Sealants and Additives; Industrial Tapes; and Corrosion Protection and Waterproofing. The segments are distinguished by the nature of the products manufactured and how they are delivered to their respective markets. The Adhesives, Sealants and Additives segment offers innovative and specialized product offerings consisting of both end-use products and intermediates that are used in, or integrated into, another company’s product. Demand for the segment’s product offerings is typically dependent upon general economic conditions. The Adhesives, Sealants and Additives segment leverages the core specialty chemical competencies of the Company and serves diverse markets and applications. The segment sells predominantly into the transportation, appliances, medical, general industrial and environmental market verticals. The segment’s products include moisture protective coatings and cleaners, and customized sealant and adhesive systems for electronics, polymeric microspheres, polyurethane dispersions and superabsorbent polymers. Beginning September 1, 2020, the Adhesives, Sealants and Additives segment includes the acquired operations of ABchimie, within the electronic and industrial coatings product line. The Industrial Tapes segment features legacy wire and cable materials, specialty tapes and other laminated and coated products. The segment derives its competitive advantage through its proven chemistries, diverse specialty offerings and the reliability its supply chain offers to end customers. These products are generally used in the assembly of other manufacturers’ products, with demand typically dependent upon general economic conditions. The Industrial Tapes segment sells mostly to established markets, with some exposure to growth opportunities through further development of existing products. Markets served include cable manufacturing, utilities and telecommunications, and electronics packaging. The segment’s offerings include insulating and conducting materials for wire and cable manufacturers, laminated durable papers, laminates for the packaging and industrial laminate markets, custom manufacturing services, pulling and detection tapes used in the installation, measurement and location of fiber optic cables and water and natural gas lines and cover tapes essential to delivering semiconductor components via tape-and-reel packaging. The Corrosion Protection and Waterproofing segment is principally composed of project-oriented product offerings that are primarily sold and used as “Chase” branded products. End markets include new and existing infrastructure projects on oil, gas, water and wastewater pipelines, highways and bridge decks, water and wastewater containment systems, and commercial buildings. The segment’s products include protective coatings for pipeline applications, coating and lining systems for waterproofing and liquid storage applications, adhesives and sealants used in architectural and building envelope waterproofing applications, high-performance polymeric asphalt additives, and expansion joint systems for waterproofing applications in transportation and architectural markets. With sales generally dependent on outdoor project work, the segment experiences highly seasonal sales patterns. The following tables summarize information about the Company’s reportable segments: Three Months Ended November 30, 2020 2019 Revenue Adhesives, Sealants and Additives $ 30,071 $ 25,822 Industrial Tapes 26,491 30,124 Corrosion Protection and Waterproofing 10,614 10,856 Total $ 67,176 $ 66,802 Income before income taxes Adhesives, Sealants and Additives $ 9,979 $ 7,482 Industrial Tapes 7,868 6,637 (a) Corrosion Protection and Waterproofing 4,086 3,964 Total for reportable segments 21,933 18,083 Corporate and common costs (7,956) (8,012) (b) Total $ 13,977 $ 10,071 Includes the following costs by segment: Adhesives, Sealants and Additives Interest $ 30 $ 21 Depreciation 242 314 Amortization 2,573 2,337 Industrial Tapes Interest $ 27 $ 25 Depreciation 465 401 Amortization 386 450 Corrosion Protection and Waterproofing Interest $ 12 $ 9 Depreciation 139 154 Amortization 112 127 (a) Includes $499 in exit costs related to the movement of the pulling and detection business out of the Granite Falls, NC location and into the Hickory, NC location during the first quarter of fiscal 2020 (b) Includes $150 of expense related to exploratory IT work performed to assess potential future upgrades to our companywide ERP system Total assets for the Company’s reportable segments as of November 30, 2020 and August 31, 2020 were: November 30, August 31, 2020 2020 Total Assets Adhesives, Sealants and Additives $ 152,412 $ 129,457 Industrial Tapes 68,962 71,229 Corrosion Protection and Waterproofing 30,091 32,642 Total for reportable segments 251,465 233,328 Corporate and common assets 109,848 113,502 Total $ 361,313 $ 346,830 The Company’s products are sold worldwide. Revenue for the three-month period ended November 30, 2020 and 2019 was attributed to operations located in the following countries: Three Months Ended November 30, 2020 2019 Revenue United States $ 55,742 $ 58,361 United Kingdom 6,027 4,631 All other foreign (1) 5,407 3,810 Total $ 67,176 $ 66,802 (1) Comprises sales originated from the Company’s French locations (including ABchimie for fiscal 2021), royalty revenue attributable to its licensed manufacturer in Asia, and Chase foreign manufacturing operations. As of November 30, 2020 and August 31, 2020 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) and goodwill and intangible assets, less accumulated amortization, in the following countries: November 30, August 31, 2020 2020 Long-Lived Assets United States Property, plant and equipment, net $ 22,093 $ 22,427 Goodwill and Intangible assets, less accumulated amortization 115,261 117,930 United Kingdom Property, plant and equipment, net 2,279 2,320 Goodwill and Intangible assets, less accumulated amortization 4,275 4,403 All other foreign Property, plant and equipment, net 1,105 827 Goodwill and Intangible assets, less accumulated amortization 26,167 1,269 Total Property, plant and equipment, net $ 25,477 $ 25,574 Goodwill and Intangible assets, less accumulated amortization $ 145,703 $ 123,602 |
Goodwill and Other Intangibles
Goodwill and Other Intangibles | 3 Months Ended |
Nov. 30, 2020 | |
Goodwill and Other Intangibles | |
Goodwill and Other Intangibles | Note 7 — Goodwill and Other Intangibles The changes in the carrying value of goodwill were as follows: Adhesives, Sealants and Additives Industrial Tapes Corrosion Protection and Waterproofing Consolidated Balance at August 31, 2020 $ 50,487 $ 21,215 $ 10,700 $ 82,402 Acquisition of ABchimie 13,055 — — 13,055 Foreign currency translation adjustment 30 — (1) 29 Balance at November 30, 2020 $ 63,572 $ 21,215 $ 10,699 $ 95,486 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 a total of three reporting units, corresponding to its three operating segments, that are used to evaluate the possible impairment of goodwill. Goodwill impairment exists when the carrying value 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, including the anticipated future impact of the The Company has adopted ASU No. 2017-04 “Intangibles - Goodwill and Other Topics (Topic 350): Simplifying the Test for Goodwill Impairment.” The Company assesses goodwill for impairment by comparing the fair value of the reporting unit to its carrying amount. If the fair value of a reporting unit is less than its carrying value, an impairment loss, limited to the amount of goodwill allocated to that reporting unit, is recorded. Intangible assets subject to amortization consisted of the following as of November 30, 2020 and August 31, 2020: Weighted Average Gross Carrying Accumulated Net Carrying Amortization Period Value Amortization Value November 30, 2020 Patents and agreements 14.6 years $ 1,760 $ 1,708 $ 52 Formulas and technology 7.9 years 10,965 9,292 1,673 Trade names 5.9 years 8,813 7,898 915 Customer lists and relationships 9.3 years 110,088 62,511 47,577 $ 131,626 $ 81,409 $ 50,217 August 31, 2020 Patents and agreements 14.6 years $ 1,760 $ 1,705 $ 55 Formulas and technology 7.8 years 10,250 9,121 1,129 Trade names 5.8 years 8,575 7,781 794 Customer lists and relationships 9.1 years 98,966 59,744 39,222 $ 119,551 $ 78,351 $ 41,200 Aggregate amortization expense related to intangible assets for the three months ended November 30, 2020 and 2019 was $3,071 and $2,914 respectively. Estimated amortization expense for the remainder of fiscal year 2021 and for the next five years is as follows: Years ending August 31, 2021 (remaining 9 months) $ 9,129 2022 11,161 2023 7,893 2024 6,686 2025 5,086 2026 4,291 |
Leases
Leases | 3 Months Ended |
Nov. 30, 2020 | |
Leases | |
Leases | Note 8 — Leases Effective September 1, 2019 (the start of fiscal 2020), the Company adopted ASU 2016-02, Leases (Topic 842), using the modified retrospective approach and utilizing the effective date as its date of initial application. The Company has elected to apply the ‘ package of practical expedients ’ which allows it to not reassess i) whether existing or expired arrangements contain a lease, ii) the lease classification of existing or expired leases, or iii) whether previous initial direct costs would qualify for capitalization under the new lease standard. At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present in the arrangement. Leases with a term greater than one year are recognized on the balance sheet as right-of-use (ROU) assets and short-term and long-term lease liabilities, as applicable. The Company does not have any financing leases that are material in nature. Operating lease liabilities and their corresponding right-of-use assets are initially recorded based on the present value of lease payments over the expected remaining lease term. The interest rate implicit in lease contracts is typically not readily determinable. As a result, the Company utilizes its incremental borrowing rate to discount lease payments, which reflects the fixed rate at which the Company believes it could borrow on a collateralized basis the amount of the lease payments in the same currency, for a similar term, in a similar economic environment. The Company has elected not to recognize leases with an original term of one year or less on the balance sheet. The Company typically only includes an initial lease term in its assessment of a lease arrangement. Options to renew a lease are not included in the Company’s assessment unless there is reasonable certainty that the Company will renew. The following table presents the right-of-use asset and short-term and long-term lease liabilities amounts recorded on the condensed consolidated balance sheet as of November 30, 2020 and August 31, 2020: November 30, August 31, 2020 2020 Assets Operating lease right-of-use asset $ 8,751 $ 8,821 Liabilities Current (accrued expense) $ 1,754 $ 1,865 Operating lease long-term liabilities 6,427 6,395 Total lease liability $ 8,181 $ 8,260 Lease cost The components of lease costs for the three months ended November 30, 2020 and 2019 are as follows: Three Months Ended November 30, 2020 2019 Operating lease cost (a) $ 951 $ 931 (a) Includes short-term leases and variable lease costs (e.g. common area maintenance), which are immaterial. Maturity of lease liability The maturity of the Company's lease liabilities at November 30, 2020 was as follows: Future Operating Year ending August 31, Lease Payments 2021 (remaining 9 months) $ 1,545 2022 1,560 2023 1,405 2024 1,419 2025 1,349 2026 and thereafter 1,631 Less: Interest (728) Present value of lease liabilities $ 8,181 The weighted average remaining lease term and discount rates are as follows: November 30, August 31, 2020 2020 Lease Term and Discount Rate Weighted average remaining lease term (years) Operating leases 5.5 5.5 Weighted average discount rate (percentage) Operating leases 3.1 % 3.1 % Other Information Supplemental cash flow information related to leases is as follows: Three Months Ended November 30, 2020 2019 Operating cash outflows from operating leases $ 603 $ 607 Total cash paid for amounts included in the measurement of lease liabilities $ 603 $ 607 |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 3 Months Ended |
Nov. 30, 2020 | |
Revenue from Contracts with Customers | |
Revenue from Contracts with Customers | Note 9 — Revenue from Contracts with Customers The Company accounts for revenue in accordance with ASC 606, “Revenue from Contracts with Customers.” This revenue is generated from the manufacture of specialty chemical products including coatings, linings, adhesives, sealants, specialty tapes, polymers and laminates. Certain of these manufactured products can incorporate customer-owned materials. The Company also recognizes, to a lesser extent, revenue through royalties and commissions from licensed manufacturers and from providing custom manufacturing-related services. The Company’s revenue recognition policies require the Company to make significant judgments and estimates. In applying the Company’s revenue recognition policy, determinations must be made as to when control of products passes to the Company’s customers, which can be either at a point in time or over time based on contractual terms with customers. Revenue is generally recognized at a point in time when control passes upon either shipment to or receipt by the customer of the Company’s products, while revenue is generally recognized over time when control of the Company’s products transfers to customers during the manufacturing process. Contract Balances The Company’s contract assets primarily relate to unbilled revenue for products currently in production at the Company’s facilities and which incorporate customer-owned material. Revenue is recognized in advance of billing to the customer in these specific circumstances, whereas billing is typically performed at the time of shipment to or receipt by the customer. Contract assets are included in prepaid expenses and other current assets on the Company’s condensed consolidated balance sheet. The following table presents contract assets by reportable operating segment as of November 30, 2020 and August 31, 2020: November 30, August 31, 2020 2020 Contract Assets Adhesives, Sealants and Additives $ 19 $ 20 Industrial Tapes 79 21 Corrosion Protection and Waterproofing 112 41 Total $ 210 $ 82 The Company did not have any contract liabilities as of November 30, 2020 and August 31, 2020. Disaggregated Revenue The Company disaggregates geographical region for the three months ended November 30, 2020 and 2019 was as follows: Three Months Ended November 30, 2020 Adhesives, Sealants Industrial Corrosion Protection Consolidated and Additives Tapes and Waterproofing Revenue Revenue North America $ 18,385 $ 23,305 $ 8,485 $ 50,175 Asia 6,329 1,681 1,450 9,460 Europe 5,206 1,013 647 6,866 All other foreign 151 492 32 675 Total Revenue $ 30,071 $ 26,491 $ 10,614 $ 67,176 Three Months Ended November 30, 2019 Adhesives, Sealants Industrial Corrosion Protection Consolidated and Additives Tapes and Waterproofing Revenue Revenue North America $ 17,706 $ 27,013 $ 8,756 $ 53,475 Asia 4,443 1,691 1,090 7,224 Europe 3,579 741 951 5,271 All other foreign 94 679 59 832 Total Revenue $ 25,822 $ 30,124 $ 10,856 $ 66,802 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Nov. 30, 2020 | |
Commitments and Contingencies | |
Commitments and Contingencies | Note 10 — 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 agreed to that could adversely affect the Company’s operating results or cash flows in a particular period. The Company routinely assesses all its litigation and threatened litigation as to the probability of ultimately incurring a liability and records its best estimate of the ultimate loss in situations where it assesses the likelihood of loss as probable. |
Pensions and Other Postretireme
Pensions and Other Postretirement Benefits | 3 Months Ended |
Nov. 30, 2020 | |
Pensions and Other Postretirement Benefits | |
Pensions and Other Postretirement Benefits | Note 11 — Pensions and Other Postretirement Benefits The components of net periodic benefit cost for the three months ended November 30, 2020 and 2019 were as follows: Three Months Ended November 30, 2020 2019 Components of net periodic benefit cost Service cost $ 92 $ 73 Interest cost 85 113 Expected return on plan assets (98) (98) Amortization of prior service cost 1 1 Amortization of accumulated loss 164 174 Net periodic benefit cost $ 244 $ 263 When funding is required, the Company’s policy is to contribute amounts that are deductible for federal income tax purposes. The Company has made contributions of |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Nov. 30, 2020 | |
Fair Value Measurements | |
Fair Value Measurements | Note 12 — 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 are: 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 utilizes the best available information in measuring fair value. Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. The financial assets classified as Level 1 and Level 2 as of November 30, 2020 and August 31, 2020 represent investments that are restricted for use in nonqualified retirement savings plans 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 November 30, 2020 and August 31, 2020: 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 November 30, 2020 $ 1,780 $ 1,544 $ 236 $ — Restricted investments August 31, 2020 $ 1,619 $ 1,395 $ 224 $ — The following table presents the fair value of the Company’s long-term debt (including any current portion of long-term debt) as of November 30, 2020 and August 31, 2020, which is recorded at its carrying value: 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 November 30, 2020 $ — $ — $ — $ — Long-term debt August 31, 2020 $ — $ — $ — $ — The long-term debt had no outstanding balance as of November 30, 2020 and August 31, 2020. The carrying value of the long-term debt approximates its fair value, as the interest rate is set based on the movement of the underlying market rates. See Note 16 to the condensed consolidated financial statements for additional information on long-term debt. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income | 3 Months Ended |
Nov. 30, 2020 | |
Accumulated Other Comprehensive Income | |
Accumulated Other Comprehensive Income | Note 13 — 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 Plans Adjustment Total Balance at August 31, 2019 $ 154 $ (6,271) $ (8,207) $ (14,324) Other comprehensive gains (losses) before reclassifications (1) 45 — 1,537 1,582 Reclassifications to net income of previously deferred (gains) losses (2) (4) 131 — 127 Other comprehensive income (loss) 41 131 1,537 1,709 Adoption of ASU 2018-02 — (1,388) — (1,388) Balance at November 30, 2019 $ 195 $ (7,528) $ (6,670) $ (14,003) Balance at August 31, 2020 $ 269 $ (8,317) $ (5,044) $ (13,092) Other comprehensive gains (losses) before reclassifications (3) 74 — 91 165 Reclassifications to net income of previously deferred (gains) losses (4) (4) 122 — 118 Other comprehensive income (loss) 70 122 91 283 Balance at November 30, 2020 $ 339 $ (8,195) $ (4,953) $ (12,809) (1) Net of tax benefit of $15 , $0 and $0 , respectively. (2) Net of tax expense of $1 , tax benefit of $44 and $0 , respectively. (3) Net of tax benefit of $26 , $0 and $0 , respectively. (4) Net of tax expense of $1 , tax benefit of $43 and $0 , respectively. The following table summarizes 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 Three Months Ended November 30, Location of Gain (Loss) Reclassified from Accumulated 2020 2019 Other Comprehensive Income (Loss) into Income Gains on Restricted Investments: Realized loss (gain) on sale of restricted investments $ (5) $ (5) Selling, general and administrative expenses Tax expense (benefit) 1 1 Gain net of tax $ (4) $ (4) Loss on Funded Pension Plan adjustments: Amortization of prior pension service costs and unrecognized losses $ 165 $ 175 Other income (expense) Tax expense (benefit) (43) (44) Loss net of tax $ 122 $ 131 Total net loss reclassified for the period $ 118 $ 127 |
Income Taxes
Income Taxes | 3 Months Ended |
Nov. 30, 2020 | |
Income Taxes | |
Income Taxes | Note 14 — Income Taxes For the three months ended November 30, 2020 and 2019, the Company recorded income taxes of $3,140 and $2,709 on income before income taxes of $13,977 and $10,071, respectively. The effective tax rate for the three months ended November 30, 2020 and 2019 was 22.5% and 26.9%, respectively. On December 22, 2017, President Trump signed into law the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act impacted the U.S. statutory Federal tax rate that the Company will be subject to going forward, reducing it from 35% to 21%. The Company applied this U.S. statutory Federal rate of 21% for both the quarters ended November 30, 2020 and 2019. During the quarter ended November 30, 2018 (the first quarter of fiscal 2019), the Company began recognizing an additional component of total Federal tax expense, the tax on Global Intangible Low-Taxed Income (“GILTI”) provision of the Tax Act, which became applicable to the Company in fiscal 2019. The Company elected to account for GILTI as a period cost, and therefore included GILTI expense in the effective tax rate calculation. This provision did not have a material effect on the effective tax rate for the quarters ended November 30, 2020 and 2019. The Company concluded that the Base Erosion and Anti Abuse Tax (“BEAT”) provision of the Tax Act, which also became applicable to the Company in fiscal 2019, had no effect on its effective tax rate for the quarters ended November 30, 2020 and 2019. Additionally, the Company is deferring the application of Foreign-Derived Intangible Income (“FDII”) for the current period, in anticipation of further guidance and the establishment of industry standards by the U.S. Treasury Department and trade associations. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) was enacted in response to the COVID-19 pandemic. The CARES Act, among other things, included a technical correction to the Tax Act which will allow accelerated deductions for qualified improvement property. The Company is currently evaluating the impact of the CARES Act, but at present does not expect that the qualified improvement property correction or other provisions of the CARES Act would result in a material tax benefit in future periods. The CARES Act had no material effect on the effective tax rate for fiscal 2021 or 2020. |
Operations Optimization Costs
Operations Optimization Costs | 3 Months Ended |
Nov. 30, 2020 | |
Operations Optimization Costs | |
Operations Optimization Costs | Note 15 — Operations Optimization Costs IT Studies Related to the Upgrade of the Company’s Worldwide ERP System During the first quarter of fiscal 2020, the Company commissioned third party led studies regarding the potential upgrading of the Company’s current worldwide ERP system. Chase is currently reviewing the data and recommendations provided by the study and may further utilize third-party engineering, IT and other professional services firms in the future for similar work, as well as work around its facilities rationalization and consolidation initiative. The Company recognized $150 in expense related to these services in the first quarter of fiscal 2020, with nothing recognized in the first quarter of fiscal 2021. Given the ongoing nature of the review, an estimate of future costs, including those that may be capitalized, cannot currently be determined. Relocation of Pulling and Detection Manufacturing to Hickory, NC During the third quarter of fiscal 2019, Chase began moving the pulling and detection operations housed in its Granite Falls, NC location to its Hickory, NC facility. This is in line with the Company’s ongoing initiative to consolidate its manufacturing plants and streamline its existing processes. At the time, the pulling and detection operations were the only Chase-owned production operations in Granite Falls, NC, with the remaining portions of the building being either utilized for research and development or leased to a third party. The process of moving, including moving internal research and development capabilities, was substantially completed during the second quarter of fiscal 2020. The Company recognized $499 in expense related to the move in the three-month period ended November 30, 2019, having recognized $526 in expense during the second half of fiscal 2019. No costs were recognized in the three months ended November 30, 2020, and future costs related to this move are not anticipated to be significant to the condensed consolidated financial statements. |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Nov. 30, 2020 | |
Long-Term Debt | |
Long-Term Debt | Note 16 — Long-Term Debt On December 15, 2016, the Company entered into an Amended and Restated Credit Agreement (the “Credit Agreement”) with Bank of America, acting as administrative agent, and with participation from Citizens Bank and JPMorgan Chase Bank (collectively with Bank of America, the “Lenders”). The Credit Agreement is an all-revolving credit facility with a borrowing capacity of $150,000, which can be increased by an additional $50,000 at the request of the Company and the individual or collective option of any of the Lenders. The facility matures December 15, 2021. The Credit Agreement contains customary affirmative and negative covenants that, among other things, restrict the Company’s ability to incur additional indebtedness and require lender approval for acquisitions by the Company and its subsidiaries over a certain size. It also requires the Company to maintain certain financial ratios on a consolidated basis, including a consolidated net leverage ratio (as defined in the facility) of no more than at November 30, 2020. The Company entered into the Credit Agreement both to refinance its previously existing term loan and revolving line of credit, and to provide for additional liquidity to finance potential acquisitions, working capital, capital expenditures, and for other general corporate purposes. The applicable interest rate for the revolver portion of the Credit Agreement (the “Revolving Facility”) and any Term Loan (defined below) is based on the effective London Interbank Offered Rate (LIBOR) plus an additional amount in the range of 1.00% to 1.75% , depending on the consolidated net leverage ratio of Chase and its subsidiaries. At November 30, 2020, there was no outstanding principal balance, and therefore no applicable interest rate. The Credit Agreement has a five-year term with interest payments due at the end of the applicable LIBOR period (but in no event less frequently than the three-month anniversary of the commencement of such LIBOR period) and principal payment due at the expiration of the agreement, December 15, 2021. In addition, the Company may elect a base rate option for all or a portion of the Revolving Facility, in which case interest payments shall be due with respect to such portion of the Revolving Facility on the last business day of each quarter. Subject to certain conditions set forth in the Credit Agreement, the Company may elect to convert all or a portion of the outstanding Revolving Facility into a term loan (each, a “Term Loan”), which shall be payable quarterly in equal installments sufficient to amortize the original principal amount of such Term Loan on a seven year amortization schedule; provided, however, that the final principal repayment installment shall be repaid on December 15, 2021 and in any event shall be in an amount equal to the aggregate principal amount of all Term Loans outstanding on such date. Prepayment is allowed by the Credit Agreement at any time during the term of the agreement, subject to customary notice requirements. In December 2017 (fiscal 2018), the Company utilized $65,000 of the Credit Agreement to finance the majority of the acquisition cost of Zappa Stewart. The Company paid down $40,000 of the outstanding balance in fiscal 2018, and made additional principal payments of $10,000, $9,000 and $6,000 in the first, second and third quarters of fiscal 2019, respectively, resulting in an outstanding balance of $0 at August 31, 2020 and November 30, 2020. |
Acquisitions
Acquisitions | 3 Months Ended |
Nov. 30, 2020 | |
Acquisitions | |
Acquisitions | Note 17 – Acquisitions Acquisition of ABchimie On September 1, 2020 (first day of fiscal 2021), the Company acquired all the capital stock of ABchimie for €18,654 (approximately $22,241 at the time of the transaction) net of cash acquired, subsequent to final working capital adjustment, excluding acquisition-related costs of $274 and with a potential earn out based on performance potentially worth an additional €7,000 (approximately $8,330 at the time of the transaction). The Company accrued $933 at November 30, 2020 within Other liabilities related to its current estimate of the earn out. ABchimie is a Corbelin, France headquartered solutions provider for the cleaning and the protection of electronic assemblies, with further formulation, production, and research and development capabilities. The transaction was funded 100% with cash on hand. The financial results of the business are included in the Company's fiscal 2021 financial statements within the Adhesives, Sealants and Additives operating segment in the electronic and industrial coatings product line. The Company is currently in the process of finalizing purchase accounting, regarding a final allocation of the purchase price to tangible and identifiable intangible assets assumed, including finalizing the recording of deferred taxes, and anticipates completion within fiscal 2021. The ABchimie acquisition does not represent a significant business combination so pro forma financial information is not provided. The excess of the purchase price over the net tangible and intangible assets acquired resulted in goodwill of $13,055 that is largely attributable to the synergies and economies of scale from combining the operations, technologies and research and development capabilities of ABchimie and Chase, particularly as it pertains to the expansion of the Company's product and service offerings, the established workforce and marketing efforts. A portion of this goodwill is deductible in the U.S. for calculation of GILTI period costs, but with none deductible for French income tax purposes. |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended |
Nov. 30, 2020 | |
Inventory | |
Schedule of inventory | November 30, August 31, 2020 2020 Raw materials $ 17,946 $ 18,993 Work in process 7,020 7,761 Finished goods 10,996 12,304 Total Inventory $ 35,962 $ 39,058 |
Net Income Per Share (Tables)
Net Income Per Share (Tables) | 3 Months Ended |
Nov. 30, 2020 | |
Net Income Per Share | |
Schedule of determination of earnings per share under the two-class method | Three Months Ended November 30, 2020 2019 Basic Earnings per Share Net income $ 10,837 $ 7,362 Less: Allocated to participating securities 78 54 Net income available to common shareholders $ 10,759 $ 7,308 Basic weighted average shares outstanding 9,375,819 9,352,148 Net income per share - Basic $ 1.15 $ 0.78 Diluted Earnings per Share Net income $ 10,837 $ 7,362 Less: Allocated to participating securities 78 54 Net income available to common shareholders $ 10,759 $ 7,308 Basic weighted average shares outstanding 9,375,819 9,352,148 Additional dilutive common stock equivalents 42,856 82,070 Diluted weighted average shares outstanding 9,418,675 9,434,218 Net income per share - Diluted $ 1.14 $ 0.77 |
Segment Data and Foreign Oper_2
Segment Data and Foreign Operations (Tables) | 3 Months Ended |
Nov. 30, 2020 | |
Export Sales and Foreign Operations | |
Summary of information about the Company's reportable segments | Three Months Ended November 30, 2020 2019 Revenue Adhesives, Sealants and Additives $ 30,071 $ 25,822 Industrial Tapes 26,491 30,124 Corrosion Protection and Waterproofing 10,614 10,856 Total $ 67,176 $ 66,802 Income before income taxes Adhesives, Sealants and Additives $ 9,979 $ 7,482 Industrial Tapes 7,868 6,637 (a) Corrosion Protection and Waterproofing 4,086 3,964 Total for reportable segments 21,933 18,083 Corporate and common costs (7,956) (8,012) (b) Total $ 13,977 $ 10,071 Includes the following costs by segment: Adhesives, Sealants and Additives Interest $ 30 $ 21 Depreciation 242 314 Amortization 2,573 2,337 Industrial Tapes Interest $ 27 $ 25 Depreciation 465 401 Amortization 386 450 Corrosion Protection and Waterproofing Interest $ 12 $ 9 Depreciation 139 154 Amortization 112 127 (a) Includes $499 in exit costs related to the movement of the pulling and detection business out of the Granite Falls, NC location and into the Hickory, NC location during the first quarter of fiscal 2020 (b) Includes $150 of expense related to exploratory IT work performed to assess potential future upgrades to our companywide ERP system Total assets for the Company’s reportable segments as of November 30, 2020 and August 31, 2020 were: November 30, August 31, 2020 2020 Total Assets Adhesives, Sealants and Additives $ 152,412 $ 129,457 Industrial Tapes 68,962 71,229 Corrosion Protection and Waterproofing 30,091 32,642 Total for reportable segments 251,465 233,328 Corporate and common assets 109,848 113,502 Total $ 361,313 $ 346,830 |
Schedule of revenue by country | Three Months Ended November 30, 2020 2019 Revenue United States $ 55,742 $ 58,361 United Kingdom 6,027 4,631 All other foreign (1) 5,407 3,810 Total $ 67,176 $ 66,802 (1) Comprises sales originated from the Company’s French locations (including ABchimie for fiscal 2021), royalty revenue attributable to its licensed manufacturer in Asia, and Chase foreign manufacturing operations. |
Schedule of total assets for the Company's reportable segments | November 30, August 31, 2020 2020 Long-Lived Assets United States Property, plant and equipment, net $ 22,093 $ 22,427 Goodwill and Intangible assets, less accumulated amortization 115,261 117,930 United Kingdom Property, plant and equipment, net 2,279 2,320 Goodwill and Intangible assets, less accumulated amortization 4,275 4,403 All other foreign Property, plant and equipment, net 1,105 827 Goodwill and Intangible assets, less accumulated amortization 26,167 1,269 Total Property, plant and equipment, net $ 25,477 $ 25,574 Goodwill and Intangible assets, less accumulated amortization $ 145,703 $ 123,602 |
Goodwill and Other Intangibles
Goodwill and Other Intangibles (Tables) | 3 Months Ended |
Nov. 30, 2020 | |
Goodwill and Other Intangibles | |
Schedule of changes in the carrying value of goodwill | Adhesives, Sealants and Additives Industrial Tapes Corrosion Protection and Waterproofing Consolidated Balance at August 31, 2020 $ 50,487 $ 21,215 $ 10,700 $ 82,402 Acquisition of ABchimie 13,055 — — 13,055 Foreign currency translation adjustment 30 — (1) 29 Balance at November 30, 2020 $ 63,572 $ 21,215 $ 10,699 $ 95,486 |
Schedule of intangible assets subject to amortization | Weighted Average Gross Carrying Accumulated Net Carrying Amortization Period Value Amortization Value November 30, 2020 Patents and agreements 14.6 years $ 1,760 $ 1,708 $ 52 Formulas and technology 7.9 years 10,965 9,292 1,673 Trade names 5.9 years 8,813 7,898 915 Customer lists and relationships 9.3 years 110,088 62,511 47,577 $ 131,626 $ 81,409 $ 50,217 August 31, 2020 Patents and agreements 14.6 years $ 1,760 $ 1,705 $ 55 Formulas and technology 7.8 years 10,250 9,121 1,129 Trade names 5.8 years 8,575 7,781 794 Customer lists and relationships 9.1 years 98,966 59,744 39,222 $ 119,551 $ 78,351 $ 41,200 |
Schedule of estimated amortization expense | Years ending August 31, 2021 (remaining 9 months) $ 9,129 2022 11,161 2023 7,893 2024 6,686 2025 5,086 2026 4,291 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Nov. 30, 2020 | |
Leases | |
Schedule of Lessee's balance sheet disclosure | November 30, August 31, 2020 2020 Assets Operating lease right-of-use asset $ 8,751 $ 8,821 Liabilities Current (accrued expense) $ 1,754 $ 1,865 Operating lease long-term liabilities 6,427 6,395 Total lease liability $ 8,181 $ 8,260 |
Schedule of components of lease costs | Three Months Ended November 30, 2020 2019 Operating lease cost (a) $ 951 $ 931 (a) Includes short-term leases and variable lease costs (e.g. common area maintenance), which are immaterial. |
Schedule of Maturity of lease liability | Future Operating Year ending August 31, Lease Payments 2021 (remaining 9 months) $ 1,545 2022 1,560 2023 1,405 2024 1,419 2025 1,349 2026 and thereafter 1,631 Less: Interest (728) Present value of lease liabilities $ 8,181 |
Schedule of weighted average remaining lease term and discount rates | November 30, August 31, 2020 2020 Lease Term and Discount Rate Weighted average remaining lease term (years) Operating leases 5.5 5.5 Weighted average discount rate (percentage) Operating leases 3.1 % 3.1 % |
Schedule of supplemental cash flow information | Three Months Ended November 30, 2020 2019 Operating cash outflows from operating leases $ 603 $ 607 Total cash paid for amounts included in the measurement of lease liabilities $ 603 $ 607 |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 3 Months Ended |
Nov. 30, 2020 | |
Revenue from Contracts with Customers | |
Schedule of contract assets by reportable operating segment | November 30, August 31, 2020 2020 Contract Assets Adhesives, Sealants and Additives $ 19 $ 20 Industrial Tapes 79 21 Corrosion Protection and Waterproofing 112 41 Total $ 210 $ 82 |
Schedule of disaggregation of revenue | Three Months Ended November 30, 2020 Adhesives, Sealants Industrial Corrosion Protection Consolidated and Additives Tapes and Waterproofing Revenue Revenue North America $ 18,385 $ 23,305 $ 8,485 $ 50,175 Asia 6,329 1,681 1,450 9,460 Europe 5,206 1,013 647 6,866 All other foreign 151 492 32 675 Total Revenue $ 30,071 $ 26,491 $ 10,614 $ 67,176 Three Months Ended November 30, 2019 Adhesives, Sealants Industrial Corrosion Protection Consolidated and Additives Tapes and Waterproofing Revenue Revenue North America $ 17,706 $ 27,013 $ 8,756 $ 53,475 Asia 4,443 1,691 1,090 7,224 Europe 3,579 741 951 5,271 All other foreign 94 679 59 832 Total Revenue $ 25,822 $ 30,124 $ 10,856 $ 66,802 |
Pensions and Other Postretire_2
Pensions and Other Postretirement Benefits (Tables) | 3 Months Ended |
Nov. 30, 2020 | |
Pensions and Other Postretirement Benefits | |
Schedule of components of net periodic benefit cost | Three Months Ended November 30, 2020 2019 Components of net periodic benefit cost Service cost $ 92 $ 73 Interest cost 85 113 Expected return on plan assets (98) (98) Amortization of prior service cost 1 1 Amortization of accumulated loss 164 174 Net periodic benefit cost $ 244 $ 263 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Nov. 30, 2020 | |
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 November 30, 2020 $ 1,780 $ 1,544 $ 236 $ — Restricted investments August 31, 2020 $ 1,619 $ 1,395 $ 224 $ — |
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 November 30, 2020 $ — $ — $ — $ — Long-term debt August 31, 2020 $ — $ — $ — $ — |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Tables) | 3 Months Ended |
Nov. 30, 2020 | |
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 Plans Adjustment Total Balance at August 31, 2019 $ 154 $ (6,271) $ (8,207) $ (14,324) Other comprehensive gains (losses) before reclassifications (1) 45 — 1,537 1,582 Reclassifications to net income of previously deferred (gains) losses (2) (4) 131 — 127 Other comprehensive income (loss) 41 131 1,537 1,709 Adoption of ASU 2018-02 — (1,388) — (1,388) Balance at November 30, 2019 $ 195 $ (7,528) $ (6,670) $ (14,003) Balance at August 31, 2020 $ 269 $ (8,317) $ (5,044) $ (13,092) Other comprehensive gains (losses) before reclassifications (3) 74 — 91 165 Reclassifications to net income of previously deferred (gains) losses (4) (4) 122 — 118 Other comprehensive income (loss) 70 122 91 283 Balance at November 30, 2020 $ 339 $ (8,195) $ (4,953) $ (12,809) (1) Net of tax benefit of $15 , $0 and $0 , respectively. (2) Net of tax expense of $1 , tax benefit of $44 and $0 , respectively. (3) Net of tax benefit of $26 , $0 and $0 , respectively. (4) Net of tax expense of $1 , tax benefit of $43 and $0 , respectively. |
Summary of the reclassifications from accumulated other comprehensive income (loss) to the condensed consolidated statements of income | Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income (Loss) into Income Three Months Ended November 30, Location of Gain (Loss) Reclassified from Accumulated 2020 2019 Other Comprehensive Income (Loss) into Income Gains on Restricted Investments: Realized loss (gain) on sale of restricted investments $ (5) $ (5) Selling, general and administrative expenses Tax expense (benefit) 1 1 Gain net of tax $ (4) $ (4) Loss on Funded Pension Plan adjustments: Amortization of prior pension service costs and unrecognized losses $ 165 $ 175 Other income (expense) Tax expense (benefit) (43) (44) Loss net of tax $ 122 $ 131 Total net loss reclassified for the period $ 118 $ 127 |
Basis of Financial Statement _2
Basis of Financial Statement Presentation (Details) € in Thousands, $ in Thousands | Sep. 01, 2020USD ($) | Sep. 01, 2020EUR (€) | Nov. 30, 2020USD ($) | Nov. 30, 2019USD ($) | Sep. 01, 2020EUR (€) |
Exit costs related to facilities | $ 649 | ||||
Other income (expense) | |||||
Foreign currency translation gain (loss) | $ (96) | (501) | |||
Engineering Studies related to Facility Consolidation and Rationalization Initiative | |||||
Business development cost | $ 150 | ||||
ABchime | |||||
Consideration paid in cash | $ 22,241 | € 18,654 | |||
Acquisition related expenses | 274 | ||||
Potential earn out | $ 8,330 | € 7,000 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Nov. 30, 2020 | Aug. 31, 2020 |
Inventory | ||
Raw materials | $ 17,946 | $ 18,993 |
Work in process | 7,020 | 7,761 |
Finished goods | 10,996 | 12,304 |
Total Inventory | $ 35,962 | $ 39,058 |
Net Income Per Share (Details)
Net Income Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Nov. 30, 2020 | Nov. 30, 2019 | |
Basic Earnings per Share | ||
Net income | $ 10,837 | $ 7,362 |
Less: Allocated to participating securities | 78 | 54 |
Available to common shareholders | $ 10,759 | $ 7,308 |
Basic weighted average shares outstanding | 9,375,819 | 9,352,148 |
Net income per share - Basic (in dollars per share) | $ 1.15 | $ 0.78 |
Diluted Earnings per Share | ||
Net income | $ 10,837 | $ 7,362 |
Less: Allocated to participating securities | 78 | 54 |
Net income available to common shareholders | $ 10,759 | $ 7,308 |
Basic weighted average shares outstanding | 9,375,819 | 9,352,148 |
Additional dilutive common stock equivalents (in shares) | 42,856 | 82,070 |
Diluted weighted average shares outstanding | 9,418,675 | 9,434,218 |
Net income per share - Diluted (in dollars per share) | $ 1.14 | $ 0.77 |
Antidilutive securities | ||
Antidilutive stock options excluded from computation of earnings per share amount (in shares) | 91,275 | 8,805 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) | Sep. 01, 2020item$ / sharesshares | Sep. 01, 2019$ / sharesshares | Nov. 30, 2020shares |
Restricted stock | Non-executive members of management | |||
Stock-Based Compensation | |||
Shares forfeited | 952 | ||
Time-based restricted stock | Executive officers | Equity Retention Agreement | August 31, 2022 vesting date | |||
Stock-Based Compensation | |||
Shares granted | 15,945 | ||
Stock options | Executive officers | Equity Retention Agreement | August 31, 2022 vesting date | |||
Stock-Based Compensation | |||
Shares granted | 53,642 | ||
Exercise price (in dollars per share) | $ / shares | $ 100.22 | ||
2020 LTIP | Executive officers and other members of management | August 31, 2022 vesting date | |||
Stock-Based Compensation | |||
Shares granted | 7,386 | ||
Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 100.22 | ||
Vesting period | 3 years | ||
2020 LTIP | Restricted stock | |||
Stock-Based Compensation | |||
Shares forfeited | 387 | ||
2020 LTIP | Performance and service based restricted stock | Executive officers and other members of management | August 31, 2022 vesting date | |||
Stock-Based Compensation | |||
Shares granted | 3,697 | ||
2020 LTIP | Stock options | Executive officers and other members of management | August 31, 2022 vesting date | |||
Stock-Based Compensation | |||
Shares granted | 13,418 | ||
2021 LTIP | Performance and service based restricted stock | Executive officers and other members of management | August 31, 2023 vesting date | |||
Stock-Based Compensation | |||
Shares granted | 3,798 | ||
2021 LTIP | Time-based restricted stock | Executive officers and other members of management | August 31, 2023 vesting date | |||
Stock-Based Compensation | |||
Shares granted | 4,919 | ||
2021 LTIP | Stock options | Executive officers and other members of management | |||
Stock-Based Compensation | |||
Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 97.57 | ||
Number of equal annual allotments in which awards will vest | item | 3 | ||
Stock options expiring earlier (in shares) | 5,391 | ||
Stock options expiring later (in shares) | 9,454 | ||
Shares authorized | 14,845 |
Segment Data and Foreign Oper_3
Segment Data and Foreign Operations (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Nov. 30, 2020USD ($)segment | Nov. 30, 2019USD ($) | Aug. 31, 2019USD ($) | Aug. 31, 2020USD ($) | |
Segment data | ||||
Number of operating segments | segment | 3 | |||
Revenue | $ 67,176 | $ 66,802 | ||
Income before income taxes | 13,977 | 10,071 | ||
Interest | 69 | 55 | ||
Depreciation | 1,003 | 1,053 | ||
Amortization | 3,071 | 2,914 | ||
Exit costs related to facilities | 649 | |||
Total assets | 361,313 | $ 346,830 | ||
Granite Falls Location | ||||
Segment data | ||||
Exit costs related to facilities | 0 | 499 | $ 526 | |
Adhesives, Sealants and Additives | ||||
Segment data | ||||
Revenue | 30,071 | 25,822 | ||
Income before income taxes | 9,979 | 7,482 | ||
Interest | 30 | 21 | ||
Depreciation | 242 | 314 | ||
Amortization | 2,573 | 2,337 | ||
Total assets | 152,412 | 129,457 | ||
Industrial Tapes | ||||
Segment data | ||||
Revenue | 26,491 | 30,124 | ||
Income before income taxes | 7,868 | 6,637 | ||
Interest | 27 | 25 | ||
Depreciation | 465 | 401 | ||
Amortization | 386 | 450 | ||
Total assets | 68,962 | 71,229 | ||
Corrosion Protection and Waterproofing | ||||
Segment data | ||||
Revenue | 10,614 | 10,856 | ||
Income before income taxes | 4,086 | 3,964 | ||
Interest | 9 | |||
Interest | 12 | |||
Depreciation | 139 | 154 | ||
Amortization | 112 | 127 | ||
Total assets | 30,091 | 32,642 | ||
Reportable segments | ||||
Segment data | ||||
Income before income taxes | 21,933 | 18,083 | ||
Total assets | 251,465 | 233,328 | ||
Reportable segments | Industrial Tapes | Granite Falls Location | ||||
Segment data | ||||
Exit costs related to facilities | 499 | |||
Corporate and common costs | ||||
Segment data | ||||
Income before income taxes | (7,956) | (8,012) | ||
Total assets | $ 109,848 | $ 113,502 | ||
Engineering Studies related to Facility Consolidation and Rationalization Initiative | ||||
Segment data | ||||
Business development cost | 150 | |||
Engineering Studies related to Facility Consolidation and Rationalization Initiative | Corporate and common costs | ||||
Segment data | ||||
Business development cost | $ 150 |
Segment Data and Foreign Oper_4
Segment Data and Foreign Operations - Revenue and Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Nov. 30, 2020 | Nov. 30, 2019 | Aug. 31, 2020 | |
Concentration risk | |||
Revenue | $ 67,176 | $ 66,802 | |
Property, plant and equipment, net | 25,477 | $ 25,574 | |
Goodwill and Intangible assets, less accumulated amortization | 145,703 | 123,602 | |
United States | |||
Concentration risk | |||
Revenue | 55,742 | 58,361 | |
Property, plant and equipment, net | 22,093 | 22,427 | |
Goodwill and Intangible assets, less accumulated amortization | 115,261 | 117,930 | |
United Kingdom | |||
Concentration risk | |||
Revenue | 6,027 | 4,631 | |
Property, plant and equipment, net | 2,279 | 2,320 | |
Goodwill and Intangible assets, less accumulated amortization | 4,275 | 4,403 | |
All other Foreign | |||
Concentration risk | |||
Revenue | 5,407 | $ 3,810 | |
Property, plant and equipment, net | 1,105 | 827 | |
Goodwill and Intangible assets, less accumulated amortization | $ 26,167 | $ 1,269 |
Goodwill and Other Intangible_2
Goodwill and Other Intangibles - Goodwill (Details) $ in Thousands | 3 Months Ended |
Nov. 30, 2020USD ($)itemsegment | |
Changes in the carrying value of goodwill | |
Balance at the beginning of the period | $ 82,402 |
Foreign currency translation adjustment | 29 |
Balance at the end of the period | $ 95,486 |
Number of reporting units | item | 3 |
Number of operating segments | segment | 3 |
ABchime | |
Changes in the carrying value of goodwill | |
Acquisition of ABchimie | $ 13,055 |
Adhesives, Sealants and Additives | |
Changes in the carrying value of goodwill | |
Balance at the beginning of the period | 50,487 |
Foreign currency translation adjustment | 30 |
Balance at the end of the period | 63,572 |
Adhesives, Sealants and Additives | ABchime | |
Changes in the carrying value of goodwill | |
Acquisition of ABchimie | 13,055 |
Industrial Tapes | |
Changes in the carrying value of goodwill | |
Balance at the beginning of the period | 21,215 |
Balance at the end of the period | 21,215 |
Corrosion Protection and Waterproofing | |
Changes in the carrying value of goodwill | |
Balance at the beginning of the period | 10,700 |
Foreign currency translation adjustment | (1) |
Balance at the end of the period | $ 10,699 |
Goodwill and Other Intangible_3
Goodwill and Other Intangibles - Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Nov. 30, 2020 | Nov. 30, 2019 | Aug. 31, 2020 | |
Goodwill and Other Intangibles | |||
Gross Carrying Value | $ 131,626 | $ 119,551 | |
Accumulated Amortization | 81,409 | 78,351 | |
Net Carrying Value | 50,217 | $ 41,200 | |
Aggregate amortization expense | 3,071 | $ 2,914 | |
Estimated amortization expense | |||
2021 (remaining 9 months) | 9,129 | ||
2022 | 11,161 | ||
2023 | 7,893 | ||
2024 | 6,686 | ||
2025 | 5,086 | ||
2026 | $ 4,291 | ||
Patents and agreements | |||
Goodwill and Other Intangibles | |||
Weighted-Average Amortization Period | 14 years 7 months 6 days | 14 years 7 months 6 days | |
Gross Carrying Value | $ 1,760 | $ 1,760 | |
Accumulated Amortization | 1,708 | 1,705 | |
Net Carrying Value | $ 52 | $ 55 | |
Formulas and technology | |||
Goodwill and Other Intangibles | |||
Weighted-Average Amortization Period | 7 years 10 months 24 days | 7 years 9 months 18 days | |
Gross Carrying Value | $ 10,965 | $ 10,250 | |
Accumulated Amortization | 9,292 | 9,121 | |
Net Carrying Value | $ 1,673 | $ 1,129 | |
Trade names | |||
Goodwill and Other Intangibles | |||
Weighted-Average Amortization Period | 5 years 10 months 24 days | 5 years 9 months 18 days | |
Gross Carrying Value | $ 8,813 | $ 8,575 | |
Accumulated Amortization | 7,898 | 7,781 | |
Net Carrying Value | $ 915 | $ 794 | |
Customer lists and relationships | |||
Goodwill and Other Intangibles | |||
Weighted-Average Amortization Period | 9 years 3 months 18 days | 9 years 1 month 6 days | |
Gross Carrying Value | $ 110,088 | $ 98,966 | |
Accumulated Amortization | 62,511 | 59,744 | |
Net Carrying Value | $ 47,577 | $ 39,222 |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Nov. 30, 2020 | Aug. 31, 2020 | |
Leases | ||
Package of practical expedients | true | |
Assets | ||
Operating leas e right-of-use asset | $ 8,751 | $ 8,821 |
Current (accrued expense) | $ 1,754 | 1,865 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Us-gaap:AccruedLiabilitiesMember | |
Operating lease long-term liabilities | $ 6,427 | 6,395 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Us-gaap:OtherNoncurrentLiabilitiesMember | |
Total lease liability | $ 8,181 | $ 8,260 |
Leases - Components Of Lease Co
Leases - Components Of Lease Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Nov. 30, 2020 | Nov. 30, 2019 | |
Leases | ||
Operating lease cost | $ 951 | $ 931 |
Leases - Maturity Of Lease Liab
Leases - Maturity Of Lease Liability (Details) - USD ($) $ in Thousands | Nov. 30, 2020 | Aug. 31, 2020 |
Maturity of lease liability | ||
2021 (remaining 9 months) | $ 1,545 | |
2022 | 1,560 | |
2023 | 1,405 | |
2024 | 1,419 | |
2025 | 1,349 | |
2026 and thereafter | 1,631 | |
Less: Interest | (728) | |
Lease liabilities | $ 8,181 | $ 8,260 |
Leases - Weighted Average Remai
Leases - Weighted Average Remaining Lease Term (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Nov. 30, 2020 | Nov. 30, 2019 | Aug. 31, 2020 | |
Operating lease | |||
Operating leases, Weighted average remaining lease term (years) | 5 years 6 months | 5 years 6 months | |
Operating leases, Weighted average discount rate (percentage) | 3.10% | 3.10% | |
Operating cash outflows from operating leases | $ 603 | $ 607 | |
Total cash paid for amounts included in the measurement of lease liabilities | $ 603 | $ 607 |
Revenue from Contracts with C_3
Revenue from Contracts with Customers - Contract Assets and Contract Liabilities (Details) - USD ($) $ in Thousands | Nov. 30, 2020 | Aug. 31, 2020 |
Contract Assets | ||
Contract assets | $ 210 | $ 82 |
Contract liabilities | 0 | 0 |
Adhesives, Sealants and Additives | ||
Contract Assets | ||
Contract assets | 19 | 20 |
Industrial Tapes | ||
Contract Assets | ||
Contract assets | 79 | 21 |
Corrosion Protection and Waterproofing | ||
Contract Assets | ||
Contract assets | $ 112 | $ 41 |
Revenue from Contracts with C_4
Revenue from Contracts with Customers - Disaggregation of revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Nov. 30, 2020 | Nov. 30, 2019 | |
Revenue from Contracts with Customers | ||
Revenue | $ 67,176 | $ 66,802 |
North America | ||
Revenue from Contracts with Customers | ||
Revenue | 50,175 | 53,475 |
Asia | ||
Revenue from Contracts with Customers | ||
Revenue | 9,460 | 7,224 |
Europe | ||
Revenue from Contracts with Customers | ||
Revenue | 6,866 | 5,271 |
All other foreign | ||
Revenue from Contracts with Customers | ||
Revenue | 675 | 832 |
Adhesives, Sealants and Additives | ||
Revenue from Contracts with Customers | ||
Revenue | 30,071 | 25,822 |
Adhesives, Sealants and Additives | North America | ||
Revenue from Contracts with Customers | ||
Revenue | 18,385 | 17,706 |
Adhesives, Sealants and Additives | Asia | ||
Revenue from Contracts with Customers | ||
Revenue | 6,329 | 4,443 |
Adhesives, Sealants and Additives | Europe | ||
Revenue from Contracts with Customers | ||
Revenue | 5,206 | 3,579 |
Adhesives, Sealants and Additives | All other foreign | ||
Revenue from Contracts with Customers | ||
Revenue | 151 | 94 |
Industrial Tapes | ||
Revenue from Contracts with Customers | ||
Revenue | 26,491 | 30,124 |
Industrial Tapes | North America | ||
Revenue from Contracts with Customers | ||
Revenue | 23,305 | 27,013 |
Industrial Tapes | Asia | ||
Revenue from Contracts with Customers | ||
Revenue | 1,681 | 1,691 |
Industrial Tapes | Europe | ||
Revenue from Contracts with Customers | ||
Revenue | 1,013 | 741 |
Industrial Tapes | All other foreign | ||
Revenue from Contracts with Customers | ||
Revenue | 492 | 679 |
Corrosion Protection and Waterproofing | ||
Revenue from Contracts with Customers | ||
Revenue | 10,614 | 10,856 |
Corrosion Protection and Waterproofing | North America | ||
Revenue from Contracts with Customers | ||
Revenue | 8,485 | 8,756 |
Corrosion Protection and Waterproofing | Asia | ||
Revenue from Contracts with Customers | ||
Revenue | 1,450 | 1,090 |
Corrosion Protection and Waterproofing | Europe | ||
Revenue from Contracts with Customers | ||
Revenue | 647 | 951 |
Corrosion Protection and Waterproofing | All other foreign | ||
Revenue from Contracts with Customers | ||
Revenue | $ 32 | $ 59 |
Pensions and Other Postretire_3
Pensions and Other Postretirement Benefits (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Nov. 30, 2020 | Nov. 30, 2019 | |
Components of net periodic benefit cost | ||
Service cost | $ 92 | $ 73 |
Interest cost | 85 | 113 |
Expected return on plan assets | (98) | (98) |
Amortization of prior service cost | 1 | 1 |
Amortization of accumulated loss | 164 | 174 |
Net periodic benefit cost | 244 | 263 |
Employer contribution | $ 392 | $ 392 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Nov. 30, 2020 | Aug. 31, 2020 |
Fair value measurements | ||
Long term debt outstanding | $ 0 | $ 0 |
Recurring basis | ||
Fair value measurements | ||
Restricted investments | 1,780 | 1,619 |
Recurring basis | Quoted prices in active markets (Level 1) | ||
Fair value measurements | ||
Restricted investments | 1,544 | 1,395 |
Recurring basis | Significant other observable inputs (Level 2) | ||
Fair value measurements | ||
Restricted investments | $ 236 | $ 224 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Nov. 30, 2020 | Nov. 30, 2019 | |
Accumulated other comprehensive income | ||
Balance | $ 302,792 | $ 271,227 |
Total other comprehensive income | 283 | 1,709 |
Balance | 306,946 | 273,473 |
Restricted investments, reclassifications to net income of previously deferred (gains) losses, tax (expense) benefit | 1 | 1 |
Change in funded status of pension plan, reclassifications to net income of previously deferred (gains) losses, tax (expense) benefit | 43 | 44 |
Foreign currency translation adjustment, reclassifications to net income of previously deferred (gains) losses, tax (expense) benefit | 0 | 0 |
Accumulated Other Comprehensive Income (Loss) | ||
Accumulated other comprehensive income | ||
Balance | (13,092) | (14,324) |
Other comprehensive gains (losses) before reclassifications | 165 | 1,582 |
Reclassifications to net income of previously deferred (gains) losses | 118 | 127 |
Total other comprehensive income | 283 | 1,709 |
Adoption of ASU 2018-02 | (1,388) | |
Balance | (12,809) | (14,003) |
Restricted investments | ||
Accumulated other comprehensive income | ||
Balance | 269 | 154 |
Other comprehensive gains (losses) before reclassifications | 74 | 45 |
Reclassifications to net income of previously deferred (gains) losses | (4) | (4) |
Total other comprehensive income | 70 | 41 |
Balance | 339 | 195 |
Restricted investments, other comprehensive gains (losses) before reclassifications, tax benefit | 15 | |
Restricted investments, other comprehensive gains (losses) before reclassifications, tax expense | 26 | |
Change in funded status of pension plans | ||
Accumulated other comprehensive income | ||
Balance | (8,317) | (6,271) |
Reclassifications to net income of previously deferred (gains) losses | 122 | 131 |
Total other comprehensive income | 122 | 131 |
Adoption of ASU 2018-02 | (1,388) | |
Balance | (8,195) | (7,528) |
Change in funded status of pension plan, other comprehensive gains (losses) before reclassifications, tax (expense) benefit | 0 | 0 |
Foreign currency translation adjustment | ||
Accumulated other comprehensive income | ||
Balance | (5,044) | (8,207) |
Other comprehensive gains (losses) before reclassifications | 91 | 1,537 |
Total other comprehensive income | 91 | 1,537 |
Balance | (4,953) | (6,670) |
Foreign currency translation adjustment, other comprehensive gains (losses) before reclassifications, tax (expense) benefit | $ 0 | $ 0 |
Accumulated Other Comprehensi_4
Accumulated Other Comprehensive Income - Reclassifications (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Nov. 30, 2020 | Nov. 30, 2019 | |
Accumulated other comprehensive income | ||
Selling, general and administrative expenses | $ (12,260) | $ (12,622) |
Amortization of prior pension service costs and unrecognized losses | 1 | 1 |
Tax expense (benefit) | (3,140) | (2,709) |
Net income (loss) | 10,837 | 7,362 |
Reclassification out of accumulated other comprehensive income (loss) | ||
Accumulated other comprehensive income | ||
Net income (loss) | 118 | 127 |
Restricted investments | Reclassification out of accumulated other comprehensive income (loss) | ||
Accumulated other comprehensive income | ||
Selling, general and administrative expenses | (5) | (5) |
Tax expense (benefit) | 1 | 1 |
Net income (loss) | (4) | (4) |
Change in funded status of pension plans | Reclassification out of accumulated other comprehensive income (loss) | ||
Accumulated other comprehensive income | ||
Tax expense (benefit) | (43) | (44) |
Net income (loss) | 122 | 131 |
Change in funded status of pension plans | Reclassification out of accumulated other comprehensive income (loss) | Other income (expense) | ||
Accumulated other comprehensive income | ||
Amortization of prior pension service costs and unrecognized losses | $ 165 | $ 175 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | Jan. 01, 2018 | Dec. 31, 2017 | Nov. 30, 2020 | Nov. 30, 2019 |
Effective income tax rate | ||||
Income taxes | $ 3,140 | $ 2,709 | ||
Income before income taxes | $ 13,977 | $ 10,071 | ||
Effective income tax rate | 22.50% | 26.90% | ||
Statutory tax rate (as a percent) | 21.00% | 35.00% | 21.00% | 21.00% |
Operations Optimization Costs (
Operations Optimization Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Nov. 30, 2020 | Nov. 30, 2019 | Aug. 31, 2019 | |
Operations Optimization Costs | |||
Exit costs related to facilities | $ 649 | ||
Granite Falls Location | |||
Operations Optimization Costs | |||
Exit costs related to facilities | $ 0 | 499 | $ 526 |
Engineering Studies related to Facility Consolidation and Rationalization Initiative | |||
Operations Optimization Costs | |||
Business Development | $ 150 |
Long-Term Debt (Details)
Long-Term Debt (Details) - New Credit Agreement $ in Thousands | Dec. 15, 2016USD ($) | Dec. 31, 2017USD ($) | Nov. 30, 2020USD ($) | May 31, 2019USD ($) | Feb. 28, 2019USD ($) | Nov. 30, 2018USD ($) | Aug. 31, 2018USD ($) | Aug. 31, 2020USD ($) |
Long-term debt | ||||||||
Maximum borrowing capacity | $ 150,000 | |||||||
Additional borrowing capacity | $ 50,000 | |||||||
Carrying value of direct and indirect domestic subsidiaries | $ 247,352 | |||||||
Applicable interest rate (as a percent) | 0.00% | |||||||
Term of debt | 5 years | |||||||
Amount drawn remained outstanding | $ 0 | $ 0 | ||||||
Term of potential debt | 7 years | |||||||
Amount drew in relation to acquisition | $ 65,000 | |||||||
Principal payment | $ 6,000 | $ 9,000 | $ 10,000 | $ 40,000 | ||||
Minimum | ||||||||
Long-term debt | ||||||||
Consolidated fixed charge coverage ratio | 1.25 | |||||||
Maximum | ||||||||
Long-term debt | ||||||||
Net leverage ratio | 3.25 | |||||||
London Interbank Offered Rate (LIBOR) | ||||||||
Long-term debt | ||||||||
Interest payment due | 3 months | |||||||
London Interbank Offered Rate (LIBOR) | Minimum | ||||||||
Long-term debt | ||||||||
Interest rate margin on variable rate basis (as a percent) | 1.00% | |||||||
London Interbank Offered Rate (LIBOR) | Maximum | ||||||||
Long-term debt | ||||||||
Interest rate margin on variable rate basis (as a percent) | 1.75% |
Acquisitions (Details)
Acquisitions (Details) € in Thousands, $ in Thousands | Sep. 01, 2020EUR (€) | Sep. 01, 2020USD ($) | Nov. 30, 2020USD ($) | Sep. 01, 2020USD ($) | Aug. 31, 2020USD ($) |
Acquisitions | |||||
Consideration paid in cash | $ 22,241 | ||||
Goodwill | 95,486 | $ 82,402 | |||
ABchime | |||||
Acquisitions | |||||
Consideration paid in cash | € 18,654 | $ 22,241 | |||
Acquisition related expenses | $ 274 | ||||
Potential earn out | 7,000 | $ 8,330 | |||
Accrued earn out | $ 933 | ||||
Goodwill | $ 13,055 | ||||
ABchime | France | |||||
Acquisitions | |||||
Goodwill deductible for income tax purposes | € | € 0 |