Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Aug. 31, 2022 | Feb. 28, 2022 | |
Document and Entity Information | ||
Document Type | 10-K | |
Document Period End Date | Aug. 31, 2022 | |
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 | 375 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, $.10 par value | |
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 | 9,493,914 | |
Document Annual Report | true | |
Document Transition Report | false | |
Entity Central Index Key | 0000830524 | |
Current Fiscal Year End Date | --08-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | FY | |
ICFR Auditor Attestation Flag | true | |
Amendment Flag | false | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Public Float | $ 507,783,000 | |
Auditor Name | GRANT THORNTON LLP | |
Auditor Firm ID | 248 | |
Auditor Location | Boston, Massachusetts |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Aug. 31, 2022 | Aug. 31, 2021 |
Current Assets | ||
Cash and cash equivalents | $ 315,495 | $ 119,429 |
Accounts receivable, less allowances of $610 and $451 | 51,540 | 46,212 |
Inventory | 63,039 | 41,217 |
Prepaid expenses and other current assets | 4,374 | 2,851 |
Prepaid income taxes and refunds due | 2,329 | 3,255 |
Total current assets | 436,777 | 212,964 |
Property, plant and equipment, less accumulated depreciation of $52,503 and $50,666 | 24,248 | 24,267 |
Other Assets | ||
Goodwill | 95,160 | 97,866 |
Intangible assets, less accumulated amortization of $101,237 and $91,484 | 33,661 | 46,954 |
Cash surrender value of life insurance | 4,450 | 4,450 |
Restricted investments | 2,367 | 2,260 |
Deferred income taxes | 5,763 | 5,265 |
Operating lease right-of-use asset | 8,596 | 9,312 |
Other assets | 558 | 821 |
Total assets | 611,580 | 404,159 |
Current Liabilities | ||
Accounts payable | 20,122 | 19,575 |
Accrued payroll and other compensation | 6,381 | 7,179 |
Income taxes payable | 554 | 761 |
Accrued expenses | 8,271 | 5,407 |
Total current liabilities | 35,328 | 32,922 |
Long-term debt | 180,000 | |
Operating lease long-term liabilities | 6,618 | 7,202 |
Deferred compensation | 2,375 | 2,267 |
Accumulated pension obligation | 7,431 | 9,416 |
Other liabilities | 2,897 | 2,537 |
Deferred income taxes | 2,282 | 3,301 |
Accrued income taxes | 1,820 | 2,190 |
Total liabilities | 238,751 | 59,835 |
Commitments and contingencies (Note 21) | ||
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; 9,462,765 shares at August 31, 2022 and 9,447,905 shares at August 31, 2021 issued and outstanding | 947 | 946 |
Additional paid-in capital | 21,409 | 18,959 |
Accumulated other comprehensive loss | (20,367) | (11,210) |
Retained earnings | 370,840 | 335,629 |
Total equity | 372,829 | 344,324 |
Total liabilities and equity | $ 611,580 | $ 404,159 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Aug. 31, 2022 | Aug. 31, 2021 |
CONSOLIDATED BALANCE SHEETS | ||
Accounts receivable, allowance for doubtful accounts (in dollars) | $ 610 | $ 451 |
Property, plant and equipment, accumulated depreciation (in dollars) | 52,503 | 50,666 |
Intangible assets, accumulated amortization (in dollars) | $ 101,237 | $ 91,484 |
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 | 9,462,765 | 9,447,905 |
Common stock, shares outstanding | 9,462,765 | 9,447,905 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | |
Revenue | |||
Revenue | $ 325,660 | $ 293,336 | $ 261,162 |
Costs and Expenses | |||
Cost of products and services sold | 202,708 | 174,660 | 161,615 |
Selling, general and administrative expenses | 54,438 | 52,100 | 49,364 |
Research and product development costs | 4,415 | 4,056 | 4,007 |
Operations optimization costs (Note 20) | 842 | 977 | 807 |
Acquisition-related costs (Note 14) | 4,000 | 128 | 274 |
Gain on sale of real estate (Note 19) | (2,551) | ||
Write-down of certain assets under construction (Note 20) | 100 | 405 | |
Loss on impairment of goodwill (Note 4) | 0 | ||
Loss on contingent consideration (Note 14) | 432 | 1,664 | |
Operating income | 58,825 | 59,651 | 47,241 |
Interest expense | (425) | (297) | (246) |
Other income (expense) | 198 | (760) | (1,675) |
Income before income taxes | 58,598 | 58,594 | 45,320 |
Income taxes (Note 7) | 13,927 | 13,674 | 11,163 |
Net income | $ 44,671 | $ 44,920 | $ 34,157 |
Net income available to common shareholders, per common and common equivalent share (Note 17) | |||
Basic | $ 4.72 | $ 4.75 | $ 3.62 |
Diluted | $ 4.70 | $ 4.73 | $ 3.59 |
Weighted average shares outstanding | |||
Basic | 9,399,085 | 9,383,085 | 9,359,940 |
Diluted | 9,434,341 | 9,428,416 | 9,439,750 |
Annual cash dividends declared per share | $ 1 | $ 0.80 | $ 0.80 |
Sales | |||
Revenue | |||
Revenue | $ 322,462 | $ 289,802 | $ 257,742 |
Royalties and commissions | |||
Revenue | |||
Revenue | $ 3,198 | $ 3,534 | $ 3,420 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | |||
Net income | $ 44,671 | $ 44,920 | $ 34,157 |
Other comprehensive income (loss): | |||
Net unrealized (loss) gain on restricted investments, net of tax | (354) | 249 | 115 |
Change in funded status of pension plans, net of tax | 779 | 338 | (658) |
Foreign currency translation adjustment | (9,582) | 1,295 | 3,163 |
Total other comprehensive income (loss) | (9,157) | 1,882 | 2,620 |
Comprehensive income | $ 35,514 | $ 46,802 | $ 36,777 |
CONSOLIDATED STATEMENTS OF EQUI
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 Earnings Cumulative 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 | $ 5 | (5) | |||||
Restricted stock grants, net of forfeitures (in shares) | 45,621 | ||||||
Amortization of restricted stock grants | 2,290 | 2,290 | |||||
Amortization of stock option grants | 918 | 918 | |||||
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) | ||||||
Common stock retained to pay statutory minimum withholding taxes on common stock | $ (1) | (880) | (881) | ||||
Common stock retained to pay statutory minimum withholding taxes on common stock (in shares) | (9,848) | ||||||
Cash dividend on common stock | (7,539) | (7,539) | |||||
Change in funded status of pension plans, net of tax | (658) | (658) | |||||
Foreign currency translation adjustment | 3,163 | 3,163 | |||||
Net unrealized gain (loss) on restricted investments, net of tax | 115 | 115 | |||||
Net income | 34,157 | 34,157 | |||||
Balance (ASU 606) at Aug. 31, 2020 | $ (1,388) | $ 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 | $ 2 | (2) | |||||
Restricted stock grants, net of forfeitures (in shares) | 10,245 | ||||||
Amortization of restricted stock grants | 2,351 | 2,351 | |||||
Amortization of stock option grants | 627 | 627 | |||||
Exercise of stock options | $ 1 | 292 | 293 | ||||
Exercise of stock options (in shares) | 7,546 | ||||||
Common stock received for payment of stock option exercises | (206) | (206) | |||||
Common stock received for payment of stock option exercises (in shares) | (1,809) | ||||||
Common stock retained to pay statutory minimum withholding taxes on common stock | $ (1) | (777) | (778) | ||||
Common stock retained to pay statutory minimum withholding taxes on common stock (in shares) | (7,159) | ||||||
Cash dividend on common stock | (7,557) | (7,557) | |||||
Change in funded status of pension plans, net of tax | 338 | 338 | |||||
Foreign currency translation adjustment | 1,295 | 1,295 | |||||
Net unrealized gain (loss) on restricted investments, net of tax | 249 | 249 | |||||
Net income | 44,920 | 44,920 | |||||
Balance at Aug. 31, 2021 | $ 946 | 18,959 | (11,210) | 335,629 | 344,324 | ||
Balance (in shares) at Aug. 31, 2021 | 9,447,905 | ||||||
Increase (Decrease) in Stockholders' Equity | |||||||
Restricted stock grants, net of forfeitures | $ 2 | (2) | |||||
Restricted stock grants, net of forfeitures (in shares) | 20,615 | ||||||
Amortization of restricted stock grants | 2,255 | 2,255 | |||||
Amortization of stock option grants | 892 | 892 | |||||
Exercise of stock options | 40 | 40 | |||||
Exercise of stock options (in shares) | 2,533 | ||||||
Common stock received for payment of stock option exercises | (40) | (40) | |||||
Common stock received for payment of stock option exercises (in shares) | (435) | ||||||
Common stock retained to pay statutory minimum withholding taxes on common stock | $ (1) | (695) | (696) | ||||
Common stock retained to pay statutory minimum withholding taxes on common stock (in shares) | (7,853) | ||||||
Cash dividend on common stock | (9,460) | (9,460) | |||||
Change in funded status of pension plans, net of tax | 779 | 779 | |||||
Foreign currency translation adjustment | (9,582) | (9,582) | |||||
Net unrealized gain (loss) on restricted investments, net of tax | (354) | (354) | |||||
Net income | 44,671 | 44,671 | |||||
Balance at Aug. 31, 2022 | $ 947 | $ 21,409 | $ (20,367) | $ 370,840 | $ 372,829 | ||
Balance (in shares) at Aug. 31, 2022 | 9,462,765 |
CONSOLIDATED STATEMENTS OF EQ_2
CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | |
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY | |||
Cash dividends paid per share (in dollars per share) | $ 1 | $ 0.80 | $ 0.80 |
Change in funded status of pension plans, tax | $ 255 | $ 585 | $ 215 |
Net unrealized gain (loss) on restricted investments, tax | $ 116 | $ 75 | $ 40 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||
Net income | $ 44,671 | $ 44,920 | $ 34,157 |
Adjustments to reconcile net income to net cash provided by operating activities | |||
Gain on sale of real estate | (2,551) | ||
Loss on impairment of goodwill | 0 | ||
Write-down of certain assets under construction | 100 | 405 | |
Loss on contingent consideration | 432 | 1,664 | |
Depreciation | 3,547 | 3,946 | 4,015 |
Amortization | 11,751 | 12,858 | 11,576 |
Provision for allowance for doubtful accounts | 169 | 11 | (307) |
Stock-based compensation | 3,147 | 2,978 | 3,208 |
Realized gain on restricted investments | (96) | (65) | (37) |
Pension curtailment and settlement loss | 155 | ||
Deferred taxes | (1,023) | (908) | (769) |
Increase (decrease) from changes in assets and liabilities | |||
Accounts receivable | (6,580) | (7,921) | 3,092 |
Inventory | (22,645) | (910) | 3,562 |
Prepaid expenses and other assets | (1,395) | (490) | 43 |
Accounts payable | 989 | 6,164 | 260 |
Accrued compensation and other expenses | 1,506 | 954 | (1,865) |
Accrued income taxes | 386 | (2,084) | 790 |
Net cash provided by operating activities | 34,859 | 61,217 | 55,734 |
CASH FLOWS FROM INVESTING ACTIVITIES | |||
Purchases of property, plant and equipment | (3,938) | (2,441) | (1,371) |
Payments for acquisitions | (31,238) | ||
Proceeds from sale of real estate | 3,615 | ||
Changes in restricted investments | (489) | (248) | (167) |
Net cash (used) provided in investing activities | (4,427) | (33,927) | 2,077 |
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Borrowings on debt | 180,000 | ||
Dividend paid | (9,460) | (7,557) | (7,539) |
Proceeds from exercise of common stock options | 87 | ||
Payments of taxes on stock options and restricted stock | (695) | (778) | (881) |
Net cash provided (used) in financing activities | 169,845 | (8,248) | (8,420) |
INCREASE IN CASH & CASH EQUIVALENTS | 200,277 | 19,042 | 49,391 |
Effect of foreign exchange rates on cash | (4,211) | 1,319 | 1,906 |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 119,429 | 99,068 | 47,771 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 315,495 | 119,429 | 99,068 |
Non-cash Investing and Financing Activities | |||
Common stock received for payment of stock option exercises | 40 | 206 | 123 |
Property, plant and equipment additions included in accounts payable | $ 146 | $ 256 | $ 92 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Aug. 31, 2022 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Not e 1—Summary of Significant Accounting Policies The principal accounting policies of Chase Corporation (the “Company”) and its subsidiaries are as follows: Products and Markets Our principal products are specialty tapes, laminates, adhesives, sealants, coatings and chemical intermediates that are sold by our salespeople, manufacturers' representatives and distributors. In our Adhesives, Sealants and Additives segment, these products consist of: (i) moisture protective coatings and cleaning solutions, which are sold to the electronics industry for circuitry manufacturing, including circuitry used in automobiles, industrial controls and home appliances; (ii) advanced adhesives, sealants, and coatings for automotive and industrial applications that require specialized bonding, encapsulating, environmental protection, or thermal management functionality; (iii) polymeric microspheres utilized by various industries to allow for weight and density reduction and sound dampening; (iv) polyurethane dispersions utilized for various coating products; and (v) superabsorbent polymers utilized for water and liquid management, remediation and protection in diverse markets including wire and cable, medical, environmental, infrastructure, energy and consumer products. In our Industrial Tapes segment, these products consist of: (i) insulating and conducting materials for the manufacture of electrical and telephone wire and cable, electrical splicing, and terminating and repair tapes, which are marketed to wire and cable manufacturers; (ii) laminated film foils, including EMI/RFI shielding tapes, used in communication and local area network (LAN) cable; (iii) industrial coated or laminate products and custom manufacturing services sold into medical, consumer, automotive, packaging, energy, telecommunications and other specialized markets; (iv) laminated durable papers, including laminated paper with an inner security barrier used in personal and mail-stream privacy protection, which are sold primarily to the envelope converting and commercial printing industries; (v) pulling and detection tapes used in the installation, measurement and location of fiber optic cable, water and natural gas lines, and power, data and video cable for commercial buildings; and (vi) cover tapes with reliable adhesive and anti-static properties essential to delivering semiconductor components via tape and reel packaging. In our Corrosion Protection and Waterproofing segment, these products consist of: (i) protective coatings, tapes and protectants for pipelines, valves, casings and other metals, which are sold to oil companies, gas companies and water/wastewater utilities for use in both the construction and maintenance of oil, gas, water and wastewater pipelines; (ii) fluid applied coating and lining systems for use in the water and wastewater industry; (iii) waterproofing tapes and coatings used in waterproofing of the exterior of both commercial and industrial structures; (iv) waterproofing membranes for highway bridge deck metal supported surfaces, which are sold to municipal transportation authorities, and high-performance polymeric asphalt additives; and (v) expansion and control joint systems designed for roads, bridges, stadiums and airport runways. Basis of Presentation The financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The Company uses the U.S. dollar as the functional currency for financial reporting. Certain reclassifications have been made to the prior year amounts to conform to the current year’s presentation. Other Business Developments On September 1, 2022, the Company completed its acquisition of NuCera Solutions, a recognized global leader in the production and development of highly differentiated specialty polymers and polymerization technologies serving demanding applications, offering products critical to enabling end-product functionality, performance and reliability. The aggregate purchase price was $250,000, pending any working capital adjustments and excluding acquisition-related costs. Chase will continue to market under the NuCera brands and the business will be integrated into Chase’s Adhesives, Sealants and Additives reporting unit. The Company completed the relocation of its corporate headquarters to another location within Westwood, MA during the fiscal year ending August 31, 2022. The move, part of the Company’s ongoing consolidation and optimization initiative, capitalizes on the hybrid work model utilized by many of Chase’s corporate and administrative employees and is expected to provide future operational cost savings. The new facility also consolidates and houses research and development operations previously conducted at the previous Westwood, MA and Woburn, MA locations. Operations optimization costs related to the Westwood move of $232 were expensed in fiscal 2022. No future costs related to the move are anticipated. During the third quarter of fiscal 2021, Chase announced to the employees at its Woburn, MA location that its adhesives systems operations, part of the Adhesives, Sealants and Additives segment’s electronic and industrial coatings product line, would be consolidating into the Company’s existing O'Hara Township, PA location. This rationalization and consolidation initiative aligns with the announcement in the second quarter of fiscal 2021 of the Company’s plan to move its sealant systems production from Newark, CA to Hickory, NC, described in more detail below. Chase Corporation obtained both the adhesive and sealants systems as part of its fiscal 2017 acquisition of the operations of Resin Designs. The Company expensed $463 and $0 in fiscal 2022 and 2021, related to the move, and future costs related to this move are not anticipated to be significant to the consolidated financial statements. During the second quarter of fiscal 2021, Chase began moving the sealant systems operations, part of the Adhesives, Sealants and Additives segment’s electronic and industrial coatings product line, from its Newark, CA 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. The sealant systems operations and Newark, CA location came to Chase Corporation as part of the fiscal 2017 acquisition of the operations of Resin Designs, and the Company’s lease there terminated in fiscal 2021. The Company recognized $977 in expense related to the move during the fiscal year ended August 31, 2021 and $147 in expense during the fiscal year ended August 31, 2022. The project is now substantially completed and any future costs related to this move are not anticipated to be significant to the consolidated financial statements. On February 5, 2021, the Company acquired certain assets of Emerging Technologies, Inc. (“ETi”), a superabsorbent polymers solutions provider, located in Greensboro, NC. The business was acquired for a purchase price of $9,997 , comprising $8,997 paid on February 5, 2021 and an accrual of $1,000 to be paid out up to eighteen months after purchase, subsequent to final working capital adjustments, and excluding acquisition-related costs. As part of this transaction, Chase acquired substantially all working capital and fixed assets of the business and entered a multi-year lease at ETi’s existing location. The Company expensed $128 of acquisition-related costs associated with this acquisition. The purchase was funded with available cash on hand. ETi is a solutions provider and formulator of absorbent polymers for use in the packaging, recreational, consumer, and sanitation markets. The acquisition broadens the Company’s superabsorbent polymers product offerings and formulation capabilities while expanding its market reach. The Company finalized purchase accounting, regarding a final allocation of the purchase price to tangible and identifiable intangible assets assumed, and anticipates completion within the first quarter of fiscal 2022. Since the effective date of the acquisition, the financial results of ETi’s acquired operations have been included in the Company’s financial statements within the functional additives product line, contained within the Adhesives, Sealants and Additives operating segment. 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 totaling $274 recognized in fiscal 2020 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 protection of electronic assemblies, with further formulation, production, and research and development capabilities. The transaction was funded 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 finalized purchase accounting during the fourth quarter of fiscal 2021, with no significant change to amounts initially recorded. Fiscal 2020 saw the beginning of the global spread of the coronavirus pandemic (COVID-19), which grew to create significant volatility, uncertainty and global economic disruption. During the third fiscal quarter of 2020, the Company implemented changes to its cost structure designed to address market changes brought on by COVID-19 and demonstrate its commitment to fiscal prudence: (a) the Company made a targeted reduction in its global workforce, contemplated pre-pandemic but catalyzed by COVID-19, which resulted in the recognition of $183 in severance costs during the period; and (b) the Company also instituted a temporary 20% reduction in the base salaries of its named executive officers and select members of senior management, as well as the cash compensation of the non-employee members of its Board of Directors. The reduction in force, which impacted operations in the Company’s U.S. facilities, and the adjustments in compensation, were both effective May 2020. The executive officers’ and Board of Directors’ temporary compensation reductions were lifted on December 1, 2020, retroactive to September 1, 2020. 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 Corporation reviewed the data and recommendations provided by the study and has made the decision upgrade (beginning in fiscal 2023) from our current Oracle Legacy ERP System with to Oracle Fusion Cloud Platform. This upgrade will position us with a more advanced system to support business expansion, access to upgrades in functionality, and a more modern system for operations, all within the Oracle Ecosystem. Additionally, the upgrade will be a multi-year, phased in approach that will mitigate any disruptions to our business. The Company recognized $150 in third party studies in fiscal 2020 and no costs were recognized in fiscal 2022 and 2021. During the third quarter of fiscal 2019, the Company 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 $559 in expense related to the first half of fiscal 2020, having recognized $526 in expense during the second half of fiscal 2019. No costs were recognized in the second half of 2020 or during fiscal 2021, and future costs related to this move are not anticipated to be significant to the consolidated financial statements. During the fourth quarter of fiscal 2019, Chase Corporation commissioned engineering studies of certain legacy operations, machinery and locations related to the Company’s ongoing facility rationalization and consolidation initiative. Chase completed its review of the data and recommendations provided by the study in the fourth quarter of fiscal 2020. The Company recognized $200 in expense related to these services in fiscal 2019, and a gain of $170 in fiscal 2020, as certain amounts expensed in fiscal 2019 were refunded. Also in the fourth quarter of fiscal 2020 and related to the recommendations of the commissioned engineering studies, the Company wrote down the value of certain non-operating production assets related to the pipeline coatings product line, within the Corrosion Protection and Waterproofing segment. Given the nature and prospects of the equipment, the Company determined its then carrying value exceeded its fair value and recognized an expense of $405 related to the machinery. The Company recognized an additional $100 in the fourth quarter of fiscal 2021, to fully write-down the equipment’s value. Chase may utilize third party engineering, IT and other professional services firms in the future for similar optimization-related work. Given the ongoing nature of the facility rationalization and consolidation initiative, an estimate of future costs cannot currently be determined. On June 25, 2018, the Company announced to its employees the planned closing of its Pawtucket, RI manufacturing facility effective August 31, 2018. This is in line with the Company’s ongoing efforts to consolidate its manufacturing plants and streamline its existing processes. The manufacture of products previously produced in the Pawtucket, RI facility was substantially moved to Company facilities in Oxford, MA and Lenoir, NC during a two-month transition period. In the fourth quarter of fiscal 2018, the Company expensed $1,272 related to the closure. The Company also recognized $260 in expense related to the move in the three-month period ended November 30, 2018, with no additional expense recognized in the remainder of fiscal 2019. The Company completed the sale of its Pawtucket, RI location to a third party in the third quarter of fiscal 2020 for net proceeds totaling $1,810, recognizing a gain on sale of real estate of $760. Also, during the third quarter of fiscal 2020, the Company recognized $85 in final Pawtucket, RI transition and exit costs, with no further costs related to this initiative anticipated in future periods. The Company has evaluated events and transactions subsequent to the balance sheet date. Based on this evaluation, and other than the cash dividend announced on November 10, 2022 of $1.00 per share to shareholders of record on November 30, 2022 and payable on December 9, 2022, the Company is not aware of any other events or transactions that occurred subsequent to the balance sheet date, but prior to filing, that would require recognition or disclosure in its consolidated financial statements. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents Cash and cash equivalents consist primarily of demand deposit accounts or investment instruments that meet high credit quality standards such as money market funds, government securities, or commercial paper. The Company considers all highly liquid debt instruments purchased with an original maturity of three months or less from the date of purchase to be cash equivalents. Credit risk related to cash and cash equivalents is limited based on the creditworthiness of the financial institutions at which these funds are held. We maintain cash balances in multiple banks. Accounts located in the United States are insured by the Federal Deposit Insurance Corporation (FDIC) up to $250. Certain of our account balances exceed the FDIC limit. Cash balances held outside the United States totaled $28,951 as of August 31, 2022. Accounts Receivable As a result of the adoption of ASU 2016-13, the Company has updated its critical accounting policy related to trade accounts receivable and allowances for credit losses effective September 1, 2020 as follows: All trade accounts receivable 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 accounts receivable 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 performs 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. Receivables are written off against these reserves in the period they are determined to be uncollectable. Prior to September 1, 2020, the Company evaluated the collectability of accounts receivable balances based on a combination of factors. In cases where the Company was aware of circumstances that may have impaired a specific customer’s ability to meet its financial obligations to it, a specific allowance against amounts due to the Company was recorded, and thereby reduced the net recognized receivable to the amount the Company reasonably believed would be collected. For all other customers, the Company recognized allowances for doubtful accounts based on the length of time the receivables were past due, industry and geographic factors, the current business environment and its historical experience. Inventory The Company values inventory at the lower of cost or net realizable value using the first in, first out (FIFO) method. Management assesses the recoverability of inventory based on types and levels of inventory held, forecasted demand and changes in technology. These assessments require management judgments and estimates, and valuation adjustments for excess and obsolete inventory may be recorded based on these assessments. We estimate excess and obsolescence exposures based upon assumptions about future demand, product transitions, and market conditions, and record adjustments to reduce inventories to their estimated net realizable value. The failure to accurately forecast demand may lead to additional excess and obsolete inventory and future charges. Goodwill The Company accounts for goodwill in accordance with ASC Topic 350, “Intangibles — Goodwill and Other.” The Company performs impairment reviews annually each fourth quarter and whenever events or circumstances indicate the carrying value of goodwill may not be recoverable. The Company has adopted Accounting Standards Update (“ASU”) No. 2017-04 “Intangibles — Goodwill and Other Topics (Topic 350): Simplifying the Test for Goodwill Impairment.” When evaluating the potential impairment of goodwill, Chase first assesses a range of qualitative factors, including but not limited to, industry conditions, the competitive environment, changes in the market for our products and services, entity-specific factors such as strategy and changes in key personnel, and the overall financial performance for each of our reporting units relative to historical or projected future operating results. If after completing this assessment, it is determined that it is more likely than not that the fair value of a reporting unit is less than its carrying value, we then assess 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. Fair values for reporting units are determined based on the income approach (discounted cash flow method). For the annual fiscal 2022 fourth quarter review, no goodwill impairment, nor at-risk reporting units, was indicated as of August 31, 2022. Intangible Assets Intangible assets consist of patents, formulas, trade names, customer relationships and trademarks. The Company capitalizes costs related to patent applications and technology agreements. The costs of these assets are amortized over the lesser of the useful life of the asset or its statutory life. Capitalized costs are periodically reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Property, Plant and Equipment Property, plant and equipment are stated at cost and depreciated using the straight-line method over the assets’ estimated useful lives. Expenditures for maintenance repairs and minor renewals are charged to expense as incurred. Betterments and major renewals are capitalized. Upon retirement or other disposition of assets, related allowances for depreciation and amortization are eliminated from the accounts and any resulting gain or loss is included in the determination of income or loss. The estimated useful lives of property, plant and equipment are as follows: Buildings and improvements 15 to 40 years Machinery and equipment 3 to 10 years Leasehold improvements are depreciated over the lesser of the useful life or the term of the lease. Restricted Investments and Deferred Compensation The Company has a non-qualified deferred savings plan that covers its Board of Directors and a separate plan covering selected employees. Participants may elect to defer a portion of their compensation for payment in a future tax year. The plans are funded by trusteed assets that are restricted to the payment of deferred compensation or satisfaction of the Company’s general creditors. The Company’s restricted investments under the plans were $2,367 and $2,260 at August 31, 2022 and 2021, respectively, and corresponding deferred compensation liabilities were $2,375 and $2,267 at August 31, 2022 and 2021, respectively. The Company accounts for the restricted investments as available for sale by recording net unrealized gains or losses in other comprehensive income as a component of stockholders’ equity. Revenue The Company accounts for revenue using ASC Topic 606 “Revenue from Contracts with Customers.” The Company accounts for revenue when: (a) there is approval and commitment from both parties; (b) the rights of the parties are identified; (c) payment terms are identified; (d) the contract has commercial substance; and (e) collectability of consideration is probable. Revenue is primarily derived from customer purchase orders, master sales agreements, and negotiated contracts, all of which represent contracts with customers. See Note 15 to the consolidated financial statements for more information on our accounting for revenue. Research and Product Development Costs Research and product development costs are expensed as incurred and include primarily engineering salaries, overhead and materials used in connection with research and development projects. Research and development expense amounted to $4,415, $4,056 and $4,007 for the years ended August 31, 2022, 2021 and 2020, respectively, and was recorded within Research and product development costs on the consolidated statements of operations. Pension Plans The Company accounts for its pension plans following the requirements of ASC Topic 715, “Compensation —Retirement Benefits” (“ASC 715”). ASC 715 requires an employer to: (a) recognize in its statement of financial position the funded status of a benefit plan; (b) measure defined benefit plan assets and obligations as of the end of the employer’s fiscal year (with limited exceptions); and (c) recognize as a component of other comprehensive income, net of tax, the gains or losses and prior service costs or credits that arise but are not recognized as components of net periodic benefit costs pursuant to prior existing guidance. Stock-Based Compensation In accordance with the accounting for stock-based compensation guidance, ASC Topic 718 “Compensation – Stock Compensation” (“ASC 718”), the Company measures and recognizes compensation expense for all share-based payment awards made to employees, directors and consultants based on estimated fair values. This includes restricted stock, restricted stock units and stock options. The guidance allows for the continued use of the simplified method as the Company has concluded that its historical share option exercise experience does not provide a reasonable basis for estimating expected term. Stock-based compensation expense recognized in fiscal years 2022, 2021 and 2020 was $3,147, $2,978 and $3,208, respectively. The fair value of options granted was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions for the years ending August 31, 2022, 2021 and 2020: 2022 2021 2020 Expected dividend yield 0.8 % 0.7 % 0.7 % Expected life 6.3 years 6.0 years 6.0 years Expected volatility 38.7 % 39.5 % 31.0 % Risk-free interest rate 1.3 % 0.4 % 1.4 % Expected volatility is determined by looking at a combination of historical volatility over the past six years as well as implied future volatility. Translation of Foreign Currency The financial position and results of operations of the Company’s HumiSeal Europe Ltd and Chase Protective Coatings Ltd businesses are measured using the British pound as the functional currency. The financial position and results of operations of the Company’s HumiSeal Europe SARL and ABchimie businesses in France are measured using euros as the functional currency. The financial position and results of the Company’s HumiSeal India Private Limited business in India are measured using the Indian rupee as the functional currency. The functional currency for all our other operations is the U.S. dollar. Revenue and expenses of these international businesses have been translated at average exchange rates. 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 (a component of stockholders’ equity). Transaction gains and losses generated from the remeasurement of assets and liabilities denominated in currencies other than the functional currency of these international operations are included in other income (expense) on the consolidated statements of operations and were gains (losses) of Income Taxes The Company accounts for income taxes under the asset and liability method. Under this method, a deferred tax asset or liability is determined based upon the differences between the financial statement and tax bases of assets and liabilities as measured by the enacted tax rates that will be in effect when these differences reverse. Tax credits are recorded as a reduction in income taxes. Valuation allowances are provided if, based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company estimates contingent income tax liabilities based on the guidance for accounting for uncertain tax positions as prescribed in ASC Topic 740, “Income Taxes.” See Note 7 for more information on the Company’s income taxes, including information on the effects of the Tax Cuts and Jobs Act of 2017 (the “Tax Act”) on our financial position and results of operations. 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” (“ASC 260”). The Company allocates earnings to participating securities and computes earnings per share using the two-class method. Comprehensive Income Comprehensive income is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources, including foreign currency translation adjustments, unrealized gains and losses on marketable securities and adjustments related to the change in the funded status of the pension plans. Segments ASC Topic 280 “Segment Reporting” of the Financial Accounting Standards Board (“FASB”) codification establishes standards for reporting information about operating segments. 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 generally used in, or integrated into, another company’s products. 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 (first day of fiscal 2021), the Adhesives, Sealants and Additives segment includes the acquired operations of ABchimie, within the electronic and industrial coatings product line and beginning February 5, 2021, the acquired operations of Emerging Technologies, Inc. (“ETi”), within the functional additives product line. The Industrial Tapes segment features 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 cable 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. T |
Inventory
Inventory | 12 Months Ended |
Aug. 31, 2022 | |
Inventory | |
Inventory | Note 2—Inventory Inventory consisted of the following as of August 31, 2022 and 2021: August 31, August 31, 2022 2021 Raw materials $ 37,909 $ 24,055 Work in process 9,569 5,928 Finished goods 15,561 11,234 Total Inventory $ 63,039 $ 41,217 |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Aug. 31, 2022 | |
Property, Plant and Equipment | |
Property, Plant and Equipment | Note 3—Property, Plant and Equipment Property, plant and equipment consisted of the following as of August 31, 2022 and 2021: August 31, August 31, 2022 2021 Land and improvements $ 4,994 $ 5,020 Buildings 16,771 16,904 Machinery and equipment 49,458 49,505 Leasehold improvements 4,774 2,891 Construction in progress 754 613 76,751 74,933 Accumulated depreciation (52,503) (50,666) Property, plant and equipment, net $ 24,248 $ 24,267 |
Goodwill and Intangibles Assets
Goodwill and Intangibles Assets | 12 Months Ended |
Aug. 31, 2022 | |
Goodwill and Intangibles Assets | |
Goodwill and Intangibles Assets | Note 4—Goodwill and Intangible Assets The changes in the carrying value of goodwill, by operating segment, 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 Acquisition of Emerging Technologies, Inc. 2,451 — — 2,451 Foreign currency translation adjustment (48) — 6 (42) Balance at August 31, 2021 $ 65,945 $ 21,215 $ 10,706 $ 97,866 Foreign currency translation adjustment (2,673) — (33) (2,706) Balance at August 31, 2022 $ 63,272 $ 21,215 $ 10,673 $ 95,160 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 reportable operating segments that are used to evaluate the possible impairment of goodwill. Goodwill impairment exists when the carrying amount of goodwill exceeds its fair value. Assessments of possible impairment of goodwill are made when events or changes in circumstances indicate that the carrying value of the asset may not be recoverable through future operations. Additionally, testing for possible impairment of recorded goodwill and certain intangible asset balances is required annually. The amount and timing of any impairment charges based on these assessments require the estimation of future cash flows and the fair market value of the related assets based on management’s best estimates of certain key factors, including future selling prices and volumes; operating, raw material and energy costs; and various other projected operating and economic factors, including the on-going impact of the coronavirus disease 2019 (COVID-19) pandemic. When testing, fair values of the reporting units and the related implied fair values of their respective goodwill are established using discounted cash flows. The Company adopted Accounting Standards Update (“ASU”) No. 2017-04 “Intangibles — The Company performs impairment reviews annually each fourth quarter and whenever events or circumstances indicate the carrying value of goodwill may not be recoverable. For the annual fiscal 2022 goodwill impairment test, we performed a qualitative assessment of goodwill impairment and concluded that it was more likely than not that our reporting units' fair values exceeded their carrying values (i.e. indicated no impairment of goodwill). Accordingly, it was not necessary for us to perform the quantitative analysis. As of August 31, 2022 and 2021, the Company had a total goodwill balance of $95,160 and $97,866, respectively, related to its acquisitions, of which $27,472 and $30,697 respectively, remained deductible for income taxes. Intangible assets subject to amortization consisted of the following as of August 31, 2022 and 2021: Weighted Average Gross Carrying Accumulated Net Carrying Amortization Period Value Amortization Value August 31, 2022 Patents and agreements 14.6 years $ 1,760 $ 1,724 $ 36 Formulas and technology 7.8 years 10,730 9,961 769 Trade names 5.9 years 8,673 8,407 266 Customer lists and relationships 9.1 years 113,735 81,145 32,590 $ 134,898 $ 101,237 $ 33,661 August 31, 2021 Patents and agreements 14.6 years $ 1,760 $ 1,715 $ 45 Formulas and technology 7.9 years 10,987 9,769 1,218 Trade names 5.9 years 8,836 8,285 551 Customer lists and relationships 9.2 years 116,855 71,715 45,140 $ 138,438 $ 91,484 $ 46,954 Aggregate amortization expense related to intangible assets for the years ended August 31, 2022, 2021 and 2020 was $11,751, $12,858, and $11,576, respectively. As of August 31, 2022 estimated amortization expense for the next five fiscal years is as follows: Years ending August 31, 2023 8,542 2024 7,334 2025 5,734 2026 4,937 2027 2,389 |
Cash Surrender Value of Life In
Cash Surrender Value of Life Insurance | 12 Months Ended |
Aug. 31, 2022 | |
Cash Surrender Value of Life Insurance. | |
Cash Surrender Value of Life Insurance | Note 5—Cash Surrender Value of Life Insurance The Company recognized cash surrender value of a life insurance policy with the following carrier as of August 31, 2022 and 2021: 2022 2021 John Hancock $ 4,450 $ 4,450 Cash surrender value of life insurance policies $ 4,450 $ 4,450 The policy is subject to periodic review. The Company currently intends to maintain the policy through the life or retirement of the insured, and records at the premium paid balance. |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Aug. 31, 2022 | |
Long-Term Debt | |
Long-Term Debt | Note 6—Long-Term Debt Long-term debt consisted of the following at August 31, 2022 and 2021: 2022 2021 All-revolving credit facility with a borrowing capacity of $200,000 180,000 — Long-term debt $ 180,000 $ — On July 27, 2021 (the fourth quarter of fiscal 2021), the Company entered into the Second Amended and Restated Credit Agreement (the “Credit Agreement”) by and among the Company and NEPTCO Incorporated (“NEPTCO”), each as borrowers, the guarantor subsidiaries party thereto, the financial institutions party thereto as Lenders, and Bank of America, N.A., as administrative agent, with participation from Wells Fargo Bank, N.A., PNC Bank, N.A. and JPMorgan Chase Bank, N.A. The Credit Agreement was entered into to amend, restate and extend the Company’s preexisting Amended and Restated Credit Agreement (the “Prior Credit Agreement”), which had a maturity date of December 15, 2021, and to provide for additional liquidity to finance acquisitions, working capital and capital expenditures, and for other general corporate purposes. Under the Credit Agreement, Chase obtained an increased revolving credit loan (the “Revolving Facility”), with borrowing capabilities not to exceed $200,000 at any time, with the ability to request an increase in this amount by an additional $100,000 at the individual or collective option of any of the Lenders. The applicable interest rate for the Revolving Facility and Term Loan (defined below) is based on the effective London Interbank Offered Rate (LIBOR) plus a range of 1.00% to 1.75%, depending on the consolidated net leverage ratio of Chase and its subsidiaries. As of August 31, 2022, the Company had $180,000 in long-term debt attributed to the acquisition of NuCera Solutions that closed on September 1, 2022. The long-term debt has an applicable interest rate of 5.5%. 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, July 27, 2026. The Credit Agreement contains provisions that may replace LIBOR as the benchmark index under certain circumstances. 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 new term loan twice during the term of the Revolving Facility (each, a “Term Loan”, and collectively with the Revolving Facility, the “Credit Facility”), which Term Loan shall be payable quarterly in equal installments sufficient to amortize the original principal amount of such Term Loan on a ten year amortization schedule. The outstanding balance on the Credit Facility is guaranteed by all of Chase’s direct and indirect domestic subsidiaries, which collectively had a carrying value of approximately $314,662 at August 31, 2022. The Credit Facility is subject to restrictive covenants under the Credit Agreement, and financial covenants that require Chase and its subsidiaries to maintain certain financial ratios on a consolidated basis, including a consolidated net leverage ratio of to 1.00 (both defined in the Credit Agreement). Chase Corporation was in compliance with the debt covenants as of August 31, 2022. The Credit Agreement also places certain Lender-approval requirements as to the size of permitted acquisitions which may be entered into by the Company and its subsidiaries, and allows for a temporary step-up in the allowed consolidated leverage ratio for the four fiscal quarters ending after certain designated acquisitions. Prepayment is allowed by the Credit Agreement at any time during the term of the agreement, subject to customary notice requirements and the payment of customary LIBOR breakage fees. The Prior Credit Agreement was an all-revolving credit facility with a borrowing capacity of $150,000, which could be increased by an additional $50,000 at the request of the Company and the individual or collective option of any of the lenders, and with an interest rate based on the effective LIBOR plus an additional amount in the range of 1.00% to 1.75%, depending on our consolidated net leverage ratio or, at the Company’s option, at the bank’s base lending rate. It was substantially available at July 27, 2021, the time of its amendment and restatement. |
Income Taxes
Income Taxes | 12 Months Ended |
Aug. 31, 2022 | |
Income Taxes | |
Income Taxes | Note 7—Income Taxes The Company has applied the U.S. statutory Federal rate of 21%, enacted as part of the Tax Cuts and Jobs Act (the “Tax Act”) in December 2017, for fiscal years end August 31, 2022, 2021 and 2020. In 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 years ended August 31, 2022, 2021 and 2020. 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 our effective tax rate for fiscal 2022, 2021 or 2020. 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 nor other provisions of the CARES Act would result in a material tax benefit to us in future periods. The CARES Act had no material effect on the effective tax rate for fiscal 2022, 2021 and 2020. In July 2020, the United States Internal Revenue Service (“IRS”) released final regulations (TD 9901) that ease documentation standards and provide greater flexibility for taxpayers claiming the deduction for Foreign-Derived Intangible Income (“FDII”). During fiscal 2022, the Company’s effective tax rate included a FDII deduction benefit of $728 . In addition, during fiscal 2022, the Company recognized The Inflation Reduction Act ("IRA") was enacted into law on August 16, 2022. Included in the IRA was a provision to implement a 15% corporate alternative minimum tax on “adjusted financial statement income” for applicable corporations and a 1% excise tax on repurchases of stock. These provisions are effective for tax years beginning after December 31, 2022. We are in the process of evaluating the provisions of the IRA, but we do not currently believe the IRA will have a material impact on our reported results, cash flows or financial position when it becomes effective. Domestic and foreign pre-tax income for the years ended August 31, 2022, 2021 and 2020 was: Year Ended August 31, 2022 2021 2020 United States $ 49,015 $ 52,182 $ 42,027 Foreign 9,583 6,412 3,293 $ 58,598 $ 58,594 $ 45,320 The provision (benefit) for income taxes for the years ended August 31, 2022, 2021 and 2020 was: Year Ended August 31, 2022 2021 2020 Current: Federal $ 10,346 $ 11,677 $ 9,157 State 2,589 782 1,813 Foreign 2,015 2,123 962 Total current income tax provision 14,950 14,582 11,932 Deferred: Federal (775) (832) (520) State 47 (124) (184) Foreign (295) 48 (65) Total deferred income tax benefit (1,023) (908) (769) Total income tax provision $ 13,927 $ 13,674 $ 11,163 The provision (benefit) for income taxes differs from the amount computed by applying the Federal statutory income tax rate to income before income taxes. The Company’s combined federal, state and foreign effective tax rate as a percentage of income before taxes for fiscal 2022, 2021 and 2020, net of offsets generated by federal, state and foreign tax benefits, was 23.8%, 23.3% and 24.6%, respectively. The following is a reconciliation of the effective income tax rate with the U.S. Federal statutory income tax rate for the years ended August 31, 2022, 2021 and 2020: Year Ended August 31, 2022 2021 2020 Federal statutory rates 21.0 % 21.0 % 21.0 % Adjustment resulting from the tax effect of: State and local taxes, net of federal benefit 2.3 % 2.3 % 3.0 % Foreign tax rate differential (0.3) % (0.3) % 0.0 % Adjustment to uncertain tax position (0.5) % 0.1 % (1.1) % Transaction costs not deductible 0.8 % 0.0 % 0.5 % Research credit generated (0.1) % (0.1) % (0.1) % Stock Compensation 0.0 % (0.3) % (0.3) % Permanent items 2.2 % 1.1 % 0.9 % GILTI and Subpart F, net of foreign tax credit 0.2 % 0.3 % 0.3 % Other (0.3) % (0.4) % 0.4 % Deferred income tax remeasurement (0.5) % 0.1 % 0.0 % Foreign Derived Intangible Income (1.2) % (1.1) % 0.0 % Performance-based earnout contingency 0.2 % 0.6 % 0.0 % Effective income tax rate 23.8 % 23.3 % 24.6 % The following table summarizes the tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities: As of August 31, 2022 2021 Deferred tax assets: Allowance for doubtful accounts $ 363 $ 320 Inventories 715 520 Accruals 728 966 Warranty reserve 6 6 Pension accrual 1,872 2,386 Deferred compensation 559 545 Foreign currency loss on previously taxed income 56 96 Loan finance costs — 3 Restricted stock grants 495 327 Non-qualified stock options 323 347 Lease liability 2,208 2,328 Foreign net operating loss, net of valuation allowance — 192 Other 36 41 7,361 8,077 Deferred tax liabilities: Prepaid liabilities (38) (18) Foreign intangibles (2,099) (3,156) Right-of-use asset (2,154) (2,280) Depreciation and amortization 411 (659) (3,880) (6,113) Net deferred tax assets (liabilities) $ 3,481 $ 1,964 In fiscal 2021, the Company included $599 of net operating loss carry forwards which offset future taxable income. The entire $599 of net operating loss carry forwards was utilized in fiscal 2022 and the operating loss for the year was $0 . Chase Corporation is required to apply a valuation allowance to reduce the deferred tax assets reported if based on the weight of the evidence it is more likely than not that some portion or all of the deferred tax assets will not be realized. As of August 31, 2022, the Company determined that a valuation allowance was not needed. Consistent with the Company’s practice prior to the passage of the Tax Act, we do not currently take the position that undistributed foreign subsidiaries’ earnings are considered to be permanently reinvested. A summary of the Company’s adjustments to its uncertain tax positions, included within long-term accrued income taxes on the consolidated balance sheet, in fiscal years ended August 31, 2022, 2021 and 2020 are as follows: 2022 2021 2020 Balance, at beginning of the year $ 2,190 $ 1,941 $ 2,324 Increase for tax positions related to the current year 99 — 101 Decreases for currency translation adjustments (71) — — Increase (decrease) for tax positions related to prior years — 1,180 (609) Decreases for settlement of uncertain tax positions — (705) — Increase for interest and penalties 97 208 125 Decrease for lapses of statute of limitations (495) (434) — Balance, at end of year $ 1,820 $ 2,190 $ 1,941 The unrecognized tax benefits mentioned above include an aggregate of $584 of accrued interest and penalty balances related to uncertain tax positions. The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. An increase in accrued interest and penalty charges of approximately $398, net of Federal tax expense, was recorded as a tax expense during the current fiscal year. The Company anticipates that its accrual for uncertain tax positions could change by approximately $330 over the next twelve-month period due to statute of limitations expiration. The Company is subject to U.S. Federal income tax, as well as to income tax of multiple state, local and foreign tax jurisdictions. The statute of limitations for all material U.S. Federal, state, and local tax filings remains open for fiscal years subsequent to 2018. For foreign jurisdictions, the statute of limitations remains open in the U.K and France for fiscal years subsequent to 2018. |
Leases
Leases | 12 Months Ended |
Aug. 31, 2022 | |
Leases | |
Leases | Note 8—Leases The Company accounts for Leases using ASC Topic 842. 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 consolidated balance sheet as of August 31, 2022 and 2021: August 31, August 31, 2022 2021 Assets Operating lease right-of-use assets $ 8,596 $ 9,312 Liabilities Current (accrued expenses) $ 1,448 $ 1,515 Operating lease long-term liabilities 6,618 7,202 Total lease liability $ 8,066 $ 8,717 Lease cost The components of lease costs for the years ended August 31, 2022, 2021, and 2020 are as follows: Year Ended August 31, 2022 2021 2020 Operating lease cost (a) $ 3,332 $ 3,772 $ 3,783 (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 on August 31, 2022 was as follows: Future Operating Year ending August 31, Lease Payments 2023 1,651 2024 1,576 2025 1,418 2026 1,173 2027 792 2028 and thereafter 2,199 Less: Interest (743) Present value of lease liabilities $ 8,066 The weighted average remaining lease term and discount rates are as follows: August 31, August 31, 2022 2021 Lease Term and Discount Rate Weighted average remaining lease term (years) Operating leases 6.5 6.8 Weighted average discount rate (percentage) Operating leases 2.8 % 3.1 % Other Information Supplemental cash flow information related to leases is as follows: Year Ended August 31, 2022 2021 Operating cash outflows from operating leases $ 1,725 $ 2,266 Total cash paid for amounts included in the measurement of lease liabilities $ 1,725 $ 2,266 Total rental expense for all operating leases amounted to $3,332, $3,772 and $3,783 for the years ended August 31, 2022, 2021 and 2020, respectively. |
Benefits and Pension Plans
Benefits and Pension Plans | 12 Months Ended |
Aug. 31, 2022 | |
Benefits and Pension Plans | |
Benefits and Pension Plans | Note 9—Benefits and Pension Plans 401(k) Plans The Company has a defined contribution plan adopted pursuant to section 401(k) of the Internal Revenue Code of 1986 (the “Chase 401(k) Plan”). Any qualified employee who has attained age 21 and has been employed by the Company for at least three months may contribute a portion of his or her salary to the plan and the Company will match 100% of the first one percent of salary contributed and 50% thereafter, up to an amount equal to three The Company’s contribution expense for all 401(k) plans was $942, $844 and $852 for the years ended August 31, 2022, 2021 and 2020, respectively. Non-Qualified Deferred Savings Plans The Company has a non-qualified deferred savings plan covering the Board of Directors and a separate plan covering selected employees. Participants may elect to defer a portion of their compensation for future payment. The plans are funded by trusteed assets that are restricted to the payment of deferred compensation or satisfaction of the Company’s general creditors. The Company’s liability under the plans was $2,375 and $2,267 on August 31, 2022 and 2021, respectively. Pension Plans The Company has noncontributory defined benefit pension plans covering employees of certain divisions of the Company. The Company has a funded, qualified plan (“Qualified Plan”) and an unfunded supplemental plan (“Supplemental Plan”) designed to maintain benefits for certain employees at the plan formula level. The plans provide for pension benefits determined by a participant’s years of service and final average compensation. The Qualified Plan assets consist of separate pooled investment accounts with a trust company. The measurement date for the plans is August 31, 2022. Effective December 1, 2008, a “soft freeze” in the Qualified Plan was adopted whereby no new employees hired would be admitted to the Qualified Plan, with the exception of employees who were members of the International Association of Machinists and Aerospace Workers Union whose contract was amended in June 2012 to include a soft freeze with an effective date of July 15, 2012. All eligible participants who were admitted to the plan prior to the applicable soft freeze dates continue to accrue benefits as detailed in the plan agreements. Through our wholly-owned subsidiary NEPTCO, the Company had a third defined benefit pension plan (“NEPTCO Pension Plan”) covering our union employees at our Pawtucket facility. This plan was frozen effective October 31, 2006, and as a result, no new participants could enter the plan and the benefits of current participants were frozen as of that date. The benefits were based on years of service and the employee’s average compensation during the earlier of five years before retirement, or October 31, 2006. The NEPTCO Pension Plan assets consisted of separate pooled investment accounts with a trust company. The measurement date for the NEPTCO Pension Plan was historically the same as the Company’s fiscal year end. In August 2019, the Board of Directors approved a plan to terminate the NEPTCO Pension Plan. The Company established November 15, 2019 as the plan termination date and during fiscal 2020 performed the administrative actions required to carry out the termination. No balance related to the NEPTCO defined benefit plan was carried on the Company’s consolidated balance sheet as of August 31, 2022 or 2021. The following tables reflect the status of the Company’s pension plans for the years ended August 31, 2022 2021 and 2020: Year Ended August 31, 2022 2021 2020 Change in benefit obligation Projected benefit obligation at beginning of year $ 20,261 $ 20,663 $ 20,087 Service cost 382 366 295 Interest cost 384 341 451 Actuarial (gain) loss (2,202) 645 2,253 Benefits paid (2,027) (1,754) (2,423) Projected benefit obligation at end of year $ 16,798 $ 20,261 $ 20,663 Change in plan assets Fair value of plan assets at beginning of year $ 9,280 $ 8,168 $ 7,859 Actual return on plan assets (1,369) 1,301 868 Employer contribution 1,917 1,565 1,864 Benefits paid (2,026) (1,754) (2,423) Fair value of plan assets at end of year $ 7,802 $ 9,280 $ 8,168 Funded status at end of year $ (8,996) $ (10,981) $ (12,495) Year Ended August 31, 2022 2021 2020 Amounts recognized in consolidated balance sheets Noncurrent assets $ — $ — $ — Current liabilities (1,565) (1,565) (1,565) Noncurrent liabilities (7,431) (9,416) (10,930) Net amount recognized in consolidated balance sheets $ (8,996) $ (10,981) $ (12,495) Actuarial present value of benefit obligation and funded status Accumulated benefit obligations $ 15,093 $ 17,898 $ 18,307 Projected benefit obligations $ 16,798 $ 20,261 $ 20,663 Plan assets at fair value $ 7,802 $ 9,280 $ 8,168 Amounts recognized in accumulated other comprehensive income Prior service cost $ 37 $ 40 $ 44 Net actuarial loss 8,659 9,674 10,595 Adjustment to pre-tax accumulated other comprehensive income $ 8,696 $ 9,714 $ 10,639 Year Ended August 31, 2022 2021 2020 Other changes in plan assets and benefit obligations recognized in other comprehensive income Net (gain)/loss $ (439) $ (884) $ 711 Amortization of loss (593) (656) (664) Supplemental plan assumption change 17 619 1,065 Amortization of prior service cost (3) (3) (3) Effect of settlement on accumulated other comprehensive income — — (155) Total recognized in other comprehensive income (1,018) (924) 954 Net periodic pension cost 951 975 1,178 Total recognized in net periodic pension cost and other comprehensive income $ (67) $ 51 $ 2,132 Estimated amounts that will be amortized from accumulated comprehensive income over the next fiscal year Prior service cost $ 3 $ 3 $ 3 Net actuarial loss 594 593 656 Prior service cost arose from the amendment of the plan’s benefit schedules to comply with the Tax Reform Act of 1986 and adoption of the unfunded supplemental pension plan. Components of net periodic pension cost for the fiscal years ended August 31, 2022, 2021 and 2020 included the following: 2022 2021 2020 Components of net periodic benefit cost Service cost $ 382 $ 366 $ 295 Interest cost 384 341 451 Expected return on plan assets (411) (391) (390) Amortization of prior service cost 3 3 3 Amortization of accumulated loss 593 656 664 Curtailment and settlement loss — — 155 Net periodic benefit cost $ 951 $ 975 $ 1,178 Weighted average assumptions used to determine benefit obligations as of August 31, 2022, 2021 and 2020 are as follows: 2022 2021 2020 Discount rate Qualified plan 4.21 % 2.15 % 1.92 % Supplemental plan 4.36 % 1.95 % 1.65 % NEPTCO plan — % — % — % Rate of compensation increase Qualified and Supplemental plan 3.50 % 3.50 % 3.50 % NEPTCO plan — % — % — % Weighted average assumptions used to determine net periodic benefit cost for the years ended August 31, 2022, 2021 and 2020 are as follows: 2022 2021 2020 Discount rate Qualified plan 2.15 % 1.92 % 2.58 % Supplemental plan 1.95 % 1.65 % 2.37 % NEPTCO plan — % — % 2.29 % Expected long-term return on plan assets Qualified plan 4.85 % 5.25 % 5.60 % Supplemental plan — % — % — % NEPTCO plan — % — % 5.60 % Rate of compensation increase Qualified and Supplemental plan 3.50 % 3.50 % 3.50 % NEPTCO plan — % — % — % It is the Company’s policy to evaluate, on an annual basis, the discount rate used to determine the projected benefit obligation to approximate rates on high quality, long-term obligations. The Moody’s Corporate Aa Bond index has generally been used as a benchmark for this purpose, with adjustments made if the duration of the index differed from that of the plan. The discount rate is determined by matching the expected payouts from the respective plans to the spot rates inherent in the FTSE Pension Discount Curve (formerly Citigroup Pension Discount Curve). A single rate is then developed, that when applied to the expected cash flows, results in the same present value as determined using the various spot rates. The Company believes that this approach produces the most appropriate approximation of the plan liability. The Company estimates that each 100-basis point reduction in the discount rate would result in additional (decreased) net periodic pension cost, the Company’s primary pension obligation, of approximately $37 for the Qualified Plan and ($35) for the Supplemental Plan. The expected return on plan assets is derived from a periodic study of long-term historical rates of return on the various asset classes included in the Company’s targeted pension plan asset allocation. The Company estimates that each 100-basis point reduction in the expected return on plan assets would result in additional net periodic pension cost of approximately $85 for the Qualified Plan. No rate of return is assumed for the Supplemental Plan since that plan is currently not funded. The rate of compensation increase is also evaluated and is adjusted by the Company, if necessary, periodically. Qualified Plan Assets The investment policy for the Qualified Plan is based on ERISA standards for prudent investing. The fundamental goal underlying the investment policy is to ensure that the assets of the plans are invested in a prudent manner to meet the obligations of the plans as these obligations come due. The primary investment objectives include providing a total return which will promote the goal of benefit security by attaining an appropriate ratio of plan assets to plan obligations, to provide for real asset growth while also tracking plan obligations, to diversify investments across and within asset classes, to reduce the impact of losses in single investments, and to follow investment practices that comply with applicable laws and regulations. The primary policy objectives will be met by investing assets to achieve a reasonable tradeoff between return and risk relative to the plan’s obligations. This includes investing a portion of the assets in funds selected in part to hedge the interest rate sensitivity to plan obligations. The Qualified Plan assets are invested in a diversified mix of both domestic and foreign equity investments and fixed income securities. Asset manager performance is reviewed at least annually and benchmarked against the peer universe for the given investment style. The Company’s expected return for the Qualified Plan is 5.55%. To determine the expected long-term rate of return on the assets for the Qualified Plan, the Company considered the historical and expected return on the plan assets, as well as the current and expected allocation of the plan assets. Asset allocation is monitored on an ongoing basis relative to the established asset class targets. The interaction between plan assets and benefit obligations is periodically studied to assist in the establishment of strategic asset allocation targets. The investment policy permits variances from the targets within certain parameters. Asset rebalancing occurs when the underlying asset class allocations move outside these parameters, at which time the asset allocation is rebalanced back to the policy target weight. The Qualified Plan has the following target allocation and weighted average asset allocations as of August 31, 2022, 2021 and 2020: Target Allocation Percentage of Plan Assets as of August 31, Asset Category Range 2022 2021 2020 Equity securities 10-80 % 47 % 46 % 49 % Debt securities 20-75 % 53 % 54 % 51 % Other 0-100 % — % — % — % Total 100 % 100 % 100 % 100 % NEPTCO Pension Plan The NEPTCO Pension Plan terminated in fiscal 2020. Given the plan’s termination and full payout in fiscal 2020, the plan no longer holds assets as of August 31, 2020. Fair Market Value of Pension Plan Assets The Company is required to categorize pension plan assets using a three-tier fair value hierarchy, which classifies the inputs used in measuring fair values. These tiers include: Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. The following table presents the Company’s pension plan assets at August 31, 2022 and 2021 by asset category: Fair value measurements at Fair value measurements at August 31, 2022 August 31, 2021 Significant Significant Quoted prices other Significant Quoted prices other Significant in active observable unobservable in active observable unobservable August 31, markets inputs inputs August 31, markets inputs inputs 2022 (Level 1) (Level 2) (Level 3) 2021 (Level 1) (Level 2) (Level 3) Asset Category Equity securities $ 3,667 $ 3,667 $ — $ — $ 4,241 $ 4,241 $ — $ — Debt securities 4,135 4,135 — — 5,039 5,039 — — Total $ 7,802 $ 7,802 $ — $ — $ 9,280 $ 9,280 $ — $ — Level 1 Assets: The fair values of the common stocks, corporate bonds and U.S. Government securities included in this tier are based on the closing price reported on the active market where the individual securities are traded. Estimated Future Benefit Payments The following pension benefit payments (which include expected future service) are assumed to be paid in each of the following fiscal years based on the participants’ normal retirement age, and giving consideration to the termination of the NEPTCO Pension plan: Year ending August 31, Pension Benefits 2023 $ 3,413 2024 2,004 2025 1,830 2026 1,802 2027 1,322 2028-2032 $ 4,221 The Company contributed $1,917, $1,565 and $1,864 to fund its obligations under the pension plans for the years ended August 31, 2022, 2021 and 2020, respectively, including final cash outlays related to the termination of the NEPTCO plan in fiscal 2020. The Company plans to make the necessary contributions during fiscal 2023 to ensure its pension plans continue to be adequately funded given the current market conditions and does not anticipate a material change from amounts contributed during the current fiscal year. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Aug. 31, 2022 | |
Stockholders' Equity | |
Stockholders' Equity | Note 10—Stockholders’ Equity Amended and Restated 2013 Equity Incentive Plan In December 2021, the Company adopted an amendment and restatement of the Chase Corporation 2013 Equity Incentive Plan (the “Amended 2013 Plan”). The Amended 2013 Plan was approved by stockholders in February 2022. The Amended 2013 Plan permits the grant of restricted stock, stock options, deferred stock, stock payments or other awards to employees, participating officers, directors, consultants and advisors who are linked directly to increases in shareholder value. The aggregate number of shares available for grant under the 2013 Equity Incentive Plan was initially 1,200,000. No additional shares were included as a result of the December 2021 amendments. Additional shares may become available in connection with share splits, share dividends or similar transactions. As of August 31, 2022, 912,638 shares remained available for future grant under the Amended 2013 Plan. 2005 Incentive Plan In November 2005, the Company adopted, and the stockholders subsequently approved, the 2005 Incentive Plan (the “2005 Plan”). The 2005 Plan permitted the grant of restricted stock, stock options, deferred stock, stock payments or other awards to employees, participating officers, directors, consultants and advisors who are linked directly to increases in shareholder value. The aggregate number of shares available for grant under the 2005 Plan was initially 1,000,000. The Company is no longer granting equity awards under the 2005 Plan. Options to purchase 31,543 shares of common stock remained outstanding under the 2005 Plan as of August 31, 2022. Restricted Stock Employees and Executive Management During the first quarter of fiscal 2016, a grant of 5,000 restricted shares was made to a non-executive member of management with a vesting date of October 20, 2020. Compensation expense was recognized on a ratable basis over the vesting period. In August 2016, the Board of Directors of the Company approved the fiscal year 2017 LTIP for the executive officers and other members of management. The 2017 LTIP was an equity-based plan with a grant date of September 1, 2016. In addition to the stock option component described below, the plan contained the following restricted stock components: (a) a performance and service-based restricted stock grant of Based on the fiscal year 2017 financial results, 5,399 additional shares of restricted stock (total of 10,798 shares) were earned and granted subsequent to the end of fiscal year 2017 in accordance with the performance measurement criteria. No further performance-based measurements apply to this award. In August 2016, the Board of Directors of the Company also approved equity retention agreements with certain executive officers. The equity-based retention agreements had a grant date of September 1, 2016. In addition to the stock option component described below, the equity retention agreements contained a time-based restricted stock grant of During the first quarter of fiscal 2017, additional grants totaling 8,805 shares of restricted stock were issued to non-executive members of management with a vesting date of August 31, 2021. Compensation expense was recognized on a ratable basis over the vesting period. In August 2017, the Board of Directors of the Company approved the fiscal year 2018 LTIP for the executive officers and other members of management. The 2018 LTIP was an equity-based plan with a grant date of September 1, 2017. In addition to the stock option component described below, the plan contained the following restricted stock components: (a) a performance and service-based restricted stock grant of Based on the fiscal year 2018 financial results, 572 additional shares of restricted stock (total of 4,821 shares) were earned and granted subsequent to the end of fiscal year 2018 in accordance with the performance measurement criteria. No further performance-based measurements apply to this award. During the third quarter of fiscal 2018, an additional grant totaling 192 shares of restricted stock was issued to a non-executive member of management with a vesting date of August 31, 2020. Compensation expense was recognized on a ratable basis over the vesting period. During the fourth quarter of fiscal 2018, an additional grant totaling 609 shares of restricted stock was issued to an executive member of management with a vesting date of August 20, 2019. Compensation expense was recognized on a ratable basis over the vesting period. In August 2018, the Board of Directors of the Company approved the fiscal year 2019 LTIP for the executive officers and other members of management. The 2019 LTIP was an equity-based plan with a grant date of September 1, 2018. In addition to the stock option component described below, the plan contained the following restricted stock components: (a) a performance and service-based restricted stock grant of In September 2018, restricted stock in the amount of 2,472 shares related to a first quarter of fiscal 2017 grant was forfeited in conjunction with the termination of employment of a non-executive member of management of the Company. During the fourth quarter of fiscal 2019, an additional grant of restricted stock was made related to the 2019 LTIP grant in conjunction with an amendment to the equity compensation program for a promoted employee. The additional grant contained the following restricted stock components: (a) a performance and service-based restricted stock grant of In August 2019, restricted stock in the amount of 833 shares related to the 2019 LTIP grant was forfeited in conjunction with an amendment in the equity compensation agreement of an employee. Based on the fiscal year 2019 financial results, 2,694 shares of restricted stock already granted under the 2019 LTIP were forfeited subsequent to the end of fiscal year 2019 in accordance with the performance measurement criteria of the awards. No further performance-based measurements apply to this award. Compensation expense relating to the remaining portion was recognized on a ratable basis over the vesting period. In August 2019, the Board of Directors of the Company approved the fiscal year 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 the following equity components: (a) a performance and service-based restricted stock grant of 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 contained time-based restricted stock grants of 15,945 shares in the aggregate, and have a vesting date of August 31, 2022. Compensation expense was recognized on a ratable basis over the vesting period. During the second quarter of fiscal 2020, additional grants of 432,616 and 18,720 shares of restricted stock (total of 19,768) were issued to non-executive members of management with vesting dates of December 31, 2021, 2022 and 2024, respectively. Compensation expense is being recognized on a ratable basis over the vesting period. In May 2020, restricted stock in the amount of 432 shares related to a second quarter of fiscal 2020 grant was forfeited in conjunction with the termination of employment of a non-executive member of management of the Company. During the fourth quarter of fiscal 2020, two additional grants totaling 481 shares and 261 shares of restricted stock were issued to two non-executive members of management, with vesting dates of July 27, 2021 and June 15, 2021, respectively. Compensation expense was recognized on a ratable basis over the vesting period. In August 2020, the Board of Directors of the Company approved the fiscal year 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: (a) a performance and service-based restricted stock grant of 3,798 shares in the aggregate, subject to adjustment based on fiscal 2021 results, with a vesting date of August 31, 2023, for which compensation expense is recognized on a ratable basis over the vesting period based on quarterly probability assessments; and (b) a time-based restricted stock grant of 4,919 shares in the aggregate, with a vesting date of August 31, 2023, for which compensation expense is recognized on a ratable basis over the vesting period. 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. In January 2021, restricted stock in the amount of 4,409 shares of common stock was forfeited in conjunction with the termination without cause of a now former executive of the Company. In February 2021, a performance and service-based restricted stock grant totaling 521 shares, and a time-vesting restricted stock grant in the amount of 261 shares, was granted in conjunction with the appointment of a new executive of the Company. The restricted shares vest on the same terms as those granted under the 2021 LTIP in September 2020. Compensation expense is being recognized over the period of the award consistent with the vesting terms. In the fourth quarter of 2021, restricted stock in the amount of 447 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. In August 2021, the Board of Directors of the Company approved the fiscal year 2022 LTIP for the executive officers and other members of management. The 2022 LTIP is an equity-based plan with a grant date of September 1, 2021 and contains the following equity components: (a) a performance and service-based stock grant of 3,304 shares in the aggregate, subject to adjustment based on fiscal 2022 results, with a vesting date of August 31, 2024, for which compensation expense is recognized on a ratable basis over the vesting period based on quarterly probability assessments; and (b) a time-based restricted stock grant of 6,280 shares in the aggregate, with a vesting date of August 31, 2024, for which compensation expense is recognized on a ratable basis over the vesting period. In the first and second quarters of fiscal 2022, restricted stock in the amount of 437 and 570 shares, respectively, related to the fiscal 2020 grant was forfeited in conjunction with the termination of employment of non-executive members of management of the Company. In February 2022 (the second quarter of fiscal 2022), the Board of Directors of the Company approved an equity retention agreement with the Company’s Treasurer and Chief Financial Officer that included a restricted stock award in the amount of 5,332 shares with a vesting date of January 31, 2025. Compensation expense is recognized over the period of the award consistent with the vesting terms. In the second and third quarters of fiscal 2022, restricted stock in the amount of 559 and 298 shares, respectively, related to the fiscal 2022 grant was forfeited in conjunction with the termination of employment of non-executive members of management of the Company. During the fourth quarter of fiscal 2021, one additional grant totaling 641 shares of restricted stock was issued to a non-executive member of management, with vesting dates of July 27, 2022. Compensation expense was recognized on a ratable basis over the vesting period. In the fourth quarter of fiscal 2022, restricted stock in the amount of 299, 461, and 407 shares related to the fiscal 2019, 2020, and 2021 grant, respectively, was forfeited in conjunction with the termination of employment of non-executive members of management of the Company. Non-employee Consultants and Advisors In February 2021, restricted stock in the amount of 2,306 shares was granted to a consultant of the Company, with a two-year vesting term including continued service requirements. Compensation expense is being recognized over the period of the award consistent with the vesting terms. Non-employee Board of Directors In February 2019, as part of their standard compensation for board service, non-employee members of the Board received a total grant of 4,599 shares of restricted stock for service for the period from January 31, 2019 through January 31, 2020. The shares of restricted stock vested at the conclusion of this service period. Compensation was recognized on a ratable basis over the In February 2020, as part of their standard compensation for board service, non-employee members of the Board received a total grant of 4,906 shares of restricted stock for service for the period from January 31, 2020 through January 31, 2021. The shares of restricted stock vested at the conclusion of this service period. Compensation was recognized on a ratable basis over the twelve-month vesting period. In December 2020, restricted stock in the amount of 110 shares were granted to certain non-employee members of the board of directors in relation to their service on the board. These shares vested during the second fiscal quarter of 2021. In February 2021, as part of their standard compensation for board service, non-employee members of the Board received a total grant of 4,525 shares of restricted stock for service for the period from January 31, 2021 through January 31, 2022. The shares of restricted stock will vest at the conclusion of this service period. Compensation is being recognized on a ratable basis over the In February 2022, as part of their standard compensation for board service, non-employee members of the Board received a total grant of 5,000 shares of restricted stock for service for the period from January 31, 2022 through January 31, 2023. The shares of restricted stock will vest at the conclusion of this service period. Compensation is being recognized on a ratable basis over the twelve-month vesting period. In July 2022, as part of the standard compensation for board service, a non-employee member of the Board received a grant of 456 shares of restricted stock for service on the board. These shares of restricted stock will vest on January 31, 2023. Compensation is being recognized on a ratable basis over the twelve-month vesting period. A summary of the transactions of the Company’s restricted stock plans for the years ended August 31, 2022, 2021 and 2020 is presented below: Non Employee Directors Weighted Average Grant Date Fair Value Non Employee Consultants and Advisors Weighted Average Grant Date Fair Value Officers and Employees Weighted Average Grant Date Fair Value Unvested restricted stock at August 31, 2019 4,599 $ 101.92 — — 44,355 $ 67.18 Granted 4,906 95.59 — — 43,841 108.47 Vested (4,599) 101.92 — — (25,195) 61.51 Forfeited or cancelled — — — — (3,126) 123.19 Unvested restricted stock at August 31, 2020 4,906 95.59 — — 59,875 97.72 Granted 4,635 104.09 2,306 $ 108.42 9,499 98.10 Vested (5,016) 95.59 — — (19,978) 80.13 Forfeited or cancelled — — — — (6,195) 103.86 Unvested restricted stock at August 31, 2021 4,525 104.09 2,306 108.42 43,201 107.31 Granted 5,456 93.48 — — 18,190 105.16 Vested (4,525) 104.04 — — (16,804) 100.22 Forfeited or cancelled — — — — (3,031) 111.84 Unvested restricted stock at August 31, 2022 5,456 93.48 2,306 108.42 41,556 109.02 Stock Options In August 2017, the Board of Directors of the Company approved the fiscal year 2018 LTIP for the executive officers and other members of management. The 2018 LTIP is an equity-based plan with a grant date of September 1, 2017 and included options to purchase per share. The options vested in 4,591 options will expire on August 31, 2027, and 5,031 options will expire on September 1, 2027. Compensation expense was recognized over the period of the award consistent with the vesting terms. During the third quarter of fiscal 2018, an additional grant of options to purchase 606 shares of common stock with an exercise price of $104.00 was issued to a non-executive member of management. The options vested in three equal annual installments ending on August 31, 2020 and will expire on March 1, 2028. Compensation expense was recognized on a ratable basis over the vesting period. In August 2018, the Board of Directors of the Company approved the fiscal year 2019 LTIP for the executive officers and other members of management. The 2019 LTIP was an equity-based plan with a grant date of September 1, 2018 and included options to purchase per share. The options vested in options will expire on September 1, 2028. Compensation expense was recognized over the period of the award consistent with the vesting terms. During the fourth quarter of fiscal 2019, an additional grant of 483 options to purchase shares of common stock with an exercise price of $99.38 per share was made related to the 2019 LTIP grant and in conjunction with an amendment to the equity compensation program for a promotion of an employee. The options vested in three equal installments on August 31, 2019, 2020 and 2021, and will expire on August 31, 2028. Compensation expense was recognized on a ratable basis over the vesting period. In August 2019, the Board of Directors of the Company approved the fiscal year 2020 LTIP for the executive officers and other members of management. The 2020 LTIP was an equity-based plan with a grant date of September 1, 2019 and included options to purchase per share. The options vest in options will expire on September 1, 2029. Compensation expense is being recognized over the period of the award consistent with the vesting terms. In August 2019, the Board of Directors of the Company also approved equity retention agreements with certain executive officers. The equity-based retention agreements have a grant date of September 1, 2019 and contain stock options to purchase 53,642 shares of common stock in the aggregate with an exercise price of $100.22 per share. The options vested on August 31, 2022 and will expire on August 31, 2029. Compensation expense was recognized on a ratable basis over the vesting period. In August 2020, the Board of Directors of the Company approved the fiscal year 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 included options to purchase per share. The options vest in In January 2021, options to purchase 18,129 shares of common stock were forfeited in conjunction with the termination without cause of a now former executive of the Company. Options to purchase an additional 306 shares of common stock were forfeited in April 2021 related to this same termination. In February 2021, options to purchase 749 shares of common stock with an exercise price of $104.04 per share were granted in conjunction with the appointment of a new executive of the Company. The stock options vest on the same terms as those granted in September 2020 under the 2021 LTIP. Compensation expense is being recognized over the period of the award consistent with the vesting terms. In August 2021, the Board of Directors of the Company approved the fiscal year 2022 LTIP for the executive officers and other members of management. The 2022 LTIP is an equity-based plan with a grant date of September 1, 2021 and included options to purchase 12,942 shares of common stock in the aggregate with an exercise price of $114.50 per share. The options vest in three equal installments ending on August 31, 2024. Of the options granted, 5,804 options will expire on August 31, 2031, and 7,138 options will expire on September 1, 2031. Compensation expense is being recognized over the period of the award consistent with the vesting terms. In February 2022, the Board of Directors of the Company also approved an equity retention agreement with the Treasurer and Chief Financial Officer. The agreement included an award to purchase 14,480 shares of common stock with a grant date of February 1, 2022 and an exercise price of $94.88 per share. The options will vest on January 31, 2025 and will expire on February 1, 2032. Compensation expense is being recognized on a ratable basis over the vesting period. In April 2022, options to purchase, 836 shares of common stock were forfeited in conjunction with the termination without cause of a now former employee of the Company. In July 2022, options to purchase, 2,351 shares of common stock were forfeited in conjunction with the termination without cause of a now former employee of the Company. The following table summarizes information about stock options outstanding as of August 31, 2022: Options Outstanding Options Exercisable Exercise Prices Number Outstanding Weighted Avg. Remaining Contractual Life Weighted Average Exercise Price Aggregate Intrinsic Value Number Exercisable Weighted Average Exercise Price Aggregate Intrinsic Value $ 29.72 10,925 1.0 $ 29.72 $ 638 10,925 $ 29.72 $ 638 $ 35.50 13,372 2.0 $ 35.50 $ 704 13,372 $ 35.50 $ 704 $ 39.50 12,753 3.0 $ 39.50 $ 621 12,753 $ 39.50 $ 621 $ 64.37 32,920 4.0 $ 64.37 $ 783 32,920 $ 64.37 $ 783 $ 93.50 8,704 5.0 $ 93.50 $ — 8,704 $ 93.50 $ — $ 94.88 14,480 9.4 $ 94.88 $ — — $ 94.88 $ — $ 97.57 12,705 8.0 $ 97.57 $ — 8,615 $ 97.57 $ — $ 100.22 49,689 7.0 $ 100.22 $ — 49,689 $ 100.22 $ — $ 104.00 606 5.5 $ 104.00 $ — 606 $ 104.00 $ — $ 104.04 749 8.0 $ 104.04 $ — 499 $ 104.04 $ — $ 114.50 10,964 9.0 $ 114.50 $ — 3,655 $ 114.50 $ — $ 123.95 8,144 6.0 $ 123.95 $ — 8,144 $ 123.95 $ — 176,011 5.7 $ 80.88 $ 2,746 149,882 $ 77.39 $ 2,746 Options are granted with an exercise price that is equal to the closing market value of the Company’s common stock on the day preceding the grant date, which is determined not to be materially different from the opening market value on the date of grant. A summary of the transactions of the Company’s stock option plans for the years ended August 31, 2022, 2021 and 2020 is presented below: Officers and Employees Weighted Average Exercise Price Options outstanding at August 31, 2019 101,254 $ 57.18 Granted 67,060 $ 100.22 Exercised (3,618) $ 34.21 Forfeited or cancelled — $ — Options outstanding at August 31, 2020 164,696 $ 75.21 Granted 15,594 $ 97.88 Exercised (7,546) $ 38.79 Forfeited or cancelled (18,435) $ 100.62 Options outstanding at August 31, 2021 154,309 $ 76.24 Granted 27,422 $ 104.14 Exercised (2,533) $ 16.00 Forfeited or cancelled (3,187) 108.36 Options outstanding at August 31, 2022 176,011 $ 80.88 Options exercisable at August 31, 2022 149,882 $ 77.39 The weighted average grant date fair value of options granted in the years ended August 31, 2022, 2021 and 2020 was $37.71, $34.45 and $29.79 per share, respectively. The total pretax intrinsic value of stock options exercised was $195, $558 and $311 for the years ended August 31, 2022, 2021, and 2020, respectively. Excluding the effects of common stock reserved for issuance upon exercise of the 176,011 outstanding options, there were 924,767 shares of common stock available for future issuance under the Company’s Amended and Restated 2013 Equity Incentive Plan on August 31, 2022. Based on historic experience, management estimates all outstanding stock options will vest. The income tax benefit realized from stock options exercised, vesting of restricted stock and issuance of stock pursuant to grants of restricted stock units was $20, $114 and $149 for the years ended August 31, 2022, 2021 and 2020, respectively. As of August 31, 2022, unrecognized expense related to all stock-based compensation described above was $3,200 (including $2,568 for restricted stock and $632 for stock options), which will be recognized over the next four |
Segment Data
Segment Data | 12 Months Ended |
Aug. 31, 2022 | |
Segment Data | |
Segment Data | Note 11—Segment Data 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 generally used in, or integrated into, another company’s products. Demand for the segment’s product offerings is typically dependent upon general economic conditions. This 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 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 and beginning February 5, 2021, the acquired operations of ETi, within the functional additives product line. The Industrial Tapes segment features 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. This 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 cable 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 segments: Years Ended August 31, 2022 2021 2020 Revenue Adhesives, Sealants and Additives $ 135,770 $ 126,864 $ 96,208 Industrial Tapes 143,954 120,873 118,960 Corrosion Protection and Waterproofing 45,936 45,599 45,994 Total $ 325,660 $ 293,336 $ 261,162 Income before income taxes Adhesives, Sealants and Additives $ 37,657 (a) $ 36,520 (c) $ 25,953 Industrial Tapes 41,387 37,407 31,237 (f) Corrosion Protection and Waterproofing 17,415 15,913 (d) 16,638 (g) Total for reportable segments 96,459 89,840 73,828 Corporate and common costs (37,861) (b) (31,246) (e) (28,508) (h) Total $ 58,598 $ 58,594 $ 45,320 Includes the following costs by segment: Adhesives, Sealants and Additives Interest $ 170 $ 116 $ 98 Depreciation 924 1,065 994 Amortization 10,466 10,685 9,313 Industrial Tapes Interest $ 170 $ 83 $ 111 Depreciation 1,568 1,718 1,746 Amortization 1,280 1,537 1,800 Corrosion Protection and Waterproofing Interest $ 85 $ 98 $ 37 Depreciation 516 588 615 Amortization 5 636 463 (a) Includes a $432 loss on the upward adjustment of the performance-based earn-out contingent consideration associated with the September 2020 acquisition of ABchimie, $463 in operation optimization costs related to the move from Woburn, MA to O’Hara Township, PA and $147 of operations optimization costs related to the move from Newark, CA to Hickory, NC, (b) Includes $232 of operations optimization costs related to the Company’s move to the new corporate headquarters within Westwood, MA and $4,000 of acquisition-related expense attributable to NuCera (c) Includes $1,664 in loss on the upward adjustment of the performance-based earn out contingent consideration associated with the September 2020 acquisition of ABchimie and $977 in exit costs related to the movement of the sealants system business out of the Newark, CA location and into the Hickory, NC location during fiscal 2021 (d) Includes expense of $100 for the write-down of certain assets under construction (e) Includes $128 in acquisition-related expense attributable to the February 2021 acquisition of the operations of ETi (f) Includes $559 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 six months of fiscal 2020 (g) Includes $170 gain on the refund of a payment made in fiscal 2019 related to engineering studies performed to assess potential operational changes and further plant rationalization and consolidation and an expense of $405 for the write-down of certain assets under construction (h) Includes $150 of expense related to exploratory IT work performed to assess potential future upgrades to the Company’s companywide ERP system, a $760 gain related to the April 2020 sale of the Company’s Pawtucket, RI location, a $1,791 gain related to the August 2020 sale of the Company’s Randolph, MA property, $183 in severance expense related to the May 2020 reduction in force, $85 in expenses related to the final transition out of the Pawtucket, RI facility, $155 of pension-related settlement costs due to the timing of lump-sum distribution and $274 in acquisition-related costs attributable to the September 2020 (fiscal 2021) acquisition of ABchimie August 31, August 31, 2022 2021 Total Assets Adhesives, Sealants and Additives $ 153,784 $ 161,968 Industrial Tapes 87,751 72,301 Corrosion Protection and Waterproofing 33,037 31,067 Total for reportable segments 274,572 265,336 Corporate and common assets 337,008 138,823 Total $ 611,580 $ 404,159 |
Export Sales and Foreign Operat
Export Sales and Foreign Operations | 12 Months Ended |
Aug. 31, 2022 | |
Export Sales and Foreign Operations | |
Export Sales and Foreign Operations | Note 12—Export Sales and Foreign Operations Export sales from continuing domestic operations to unaffiliated third parties were $36,305, $33,439 and $30,067 for the years ended August 31, 2022, 2021 and 2020, respectively. The increase in export sales from fiscal 2022 to fiscal 2021 is reflective of the company-wide year-over-year increase in revenue attributed to a combination of sales price and demand-driven increases. The Company’s products are sold worldwide. Revenue for the years ended August 31, 2022, 2021 and 2020, are attributed to operations located in the following countries: Years Ended August 31, 2022 2021 2020 Revenue United States $ 281,754 $ 245,476 $ 226,690 United Kingdom 22,295 24,846 20,543 All other foreign (1) 21,611 23,014 13,929 Total $ 325,660 $ 293,336 $ 261,162 (1) Inclusive of sales originated from the Company’s French locations (including ABchimie for fiscal 2021), royalty revenue attributable to our licensed manufacturer in Asia, and Chase foreign manufacturing operations. As of August 31, 2022 and 2021, 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: August 31, August 31, 2022 2021 Long-Lived Assets United States Property, plant and equipment, net $ 21,300 $ 20,990 Goodwill and Intangible assets, less accumulated amortization 105,216 115,936 United Kingdom Property, plant and equipment, net 1,832 2,174 Goodwill and Intangible assets, less accumulated amortization 3,318 3,905 All other foreign Property, plant and equipment, net 1,116 1,103 Goodwill and Intangible assets, less accumulated amortization 20,287 24,979 Total Property, plant and equipment, net $ 24,248 $ 24,267 Goodwill and Intangible assets, less accumulated amortization $ 128,821 $ 144,820 |
Supplemental Cash Flow Data
Supplemental Cash Flow Data | 12 Months Ended |
Aug. 31, 2022 | |
Supplemental Cash Flow Data | |
Supplemental Cash Flow Data | Note 13—Supplemental Cash Flow Data Supplemental cash flow information for the years ended August 31, 2022, 2021 and 2020 is as follows: 2022 2021 2020 Income taxes paid $ 15,017 $ 17,074 $ 11,186 Interest paid $ 282 $ 245 $ 230 Noncash Investing and Financing Activities Common stock received for payment of stock option exercises $ 40 $ 206 $ 123 Property, plant and equipment additions included in accounts payable $ 146 $ 256 $ 92 Supplemental cash flow information as related to acquisitions and divestitures for the years ended August 31, 2022, 2021 and 2020 is as follows: 2022 2021 2020 Acquisition of Emerging Technologies, Inc (ETi) Accounts receivable $ 481 Inventory 919 Prepaids and other current assets 8 Property, plant & equipment 7 Goodwill 2,451 Intangible assets 6,650 Accounts payable and accrued liabilities (519) Other liabilities (due to sellers) (1,000) Payments for acquisitions (8,997) Acquisition of ABchimie Accounts receivable $ 697 Inventory 239 Prepaids and other current assets 696 Property, plant & equipment 245 Goodwill 13,055 Intangible assets 12,055 Operating lease right-of-use asset 473 Deferred tax liability (3,387) Accounts payable and accrued liabilities (431) Operating lease liabilities (inclusive of short- and long-term) (473) Other liabilities (due to sellers) (928) Payments for acquisitions, net of cash received (22,241) Sale of Randolph, MA Property Asset held for sale $ (14) Gain on sale of real estate (1,791) Cash received from sale of real estate, net 1,805 Sale of Pawtucket, RI Location Asset held for sale $ (1,050) Gain on sale of real estate (760) Cash received from sale of real estate, net 1,810 |
Acquisitions
Acquisitions | 12 Months Ended |
Aug. 31, 2022 | |
Acquisitions | |
Acquisitions | Note 14—Acquisitions Fiscal 2022 Definitive Agreement to acquire NuCera Solutions On July 15, 2022, the Company entered into a Stock Purchase Agreement by and among Chase, NuCera Holdings Inc., and NuCera Solutions Holdco LP, to acquire NuCera Solutions (“NuCera”). NuCera is a recognized global leader in the production and development of highly differentiated specialty polymers and polymerization technologies serving demanding applications, offering products critical to enabling end-product functionality, performance and reliability. The transaction closed on September 1, 2022 (first day of fiscal 2023). Given the timing of this acquisition, the Company is in the process of completing the purchase price accounting. See Note 23 to the consolidated financial statement for additional information related to this subsequent event. Fiscal 2021 Acquisition of Emerging Technologies, Inc. (“ETi”) On February 5, 2021, the Company acquired certain assets of Emerging Technologies, Inc. (“ETi”), a superabsorbent polymers solutions provider, located in Greensboro, NC. The business was acquired for a purchase price of $9,997 , comprising $8,997 paid on February 5, 2021 and $1,000 paid on August 4, 2022 ( eighteen months after the purchase), subsequent to final working capital adjustments, and excluding acquisition-related costs. As part of this transaction, Chase acquired substantially all working capital and fixed assets of the business and entered a multi-year lease at ETi’s existing location. The Company expensed $128 of acquisition-related costs in fiscal 2021 associated with this acquisition. The purchase was funded with available cash on hand. ETi is a solutions provider and formulator of absorbent polymers for use in the packaging, recreational, consumer, and sanitation markets. The acquisition broadens the Company’s superabsorbent polymers product offerings and formulation capabilities while expanding its market reach. The Company finalized purchase accounting during the first quarter of fiscal 2022, with no significant change to amounts initially recorded. Since the effective date of the acquisition, the financial results of ETi’s acquired operations have been included in the Company’s financial statements within the functional additives product line, contained within the Adhesives, Sealants and Additives operating segment. The ETi 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 preliminary goodwill of $2,451 that is largely attributable to the synergies and economies of scale from combining the operations, technologies and research and development capabilities of ETi and Chase, particularly as they pertain to the expansion of the Company's product and service offerings, the established workforce and marketing efforts. This goodwill is deductible for income tax purposes. 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 adjustments, excluding acquisition-related costs totaling $274 recognized in fiscal 2020 and with a performance-based earn out (measured over four years post-acquisition) potentially worth an additional €7,000 (approximately $8,330 at the time of the transaction). The Company accrued $2,584 at August 31, 2022 within Other liabilities on the consolidated balance sheet related to its current estimate of the earn out. Following its initial recording at the acquisition date, a $432 and $1,664 increase in the performance-based earn out accrual was recorded within Loss on contingent consideration in the consolidated statement of operations for the year ended August 31, 2022 and August 31, 2021, respectively. See Note 16 to the consolidated financial statements for additional information on the estimate of contingent consideration payable. ABchimie is a Corbelin, France headquartered solutions provider for the cleaning and protection of electronic assemblies, with further formulation, production, and research and development capabilities. The transaction was funded with available 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 finalized purchase accounting during the fourth quarter of fiscal 2021, with no significant change to amounts initially recorded. 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 preliminarily measured at $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 they pertain 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 is nondeductible for French income tax purposes. |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 12 Months Ended |
Aug. 31, 2022 | |
Revenue from Contracts with Customers | |
Revenue from Contracts with Customers | Note 15—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. The Company analyzes several factors, including but not limited to, the nature of the products being sold and contractual terms and conditions in contracts with customers to help the Company make such judgments about revenue recognition. 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 consolidated balance sheet. The following table presents contract assets by reportable operating segment as of August 31, 2022 and 2021: August 31, August 31, 2022 2021 Contract Assets Adhesives, Sealants and Additives $ 55 $ 21 Industrial Tapes 123 82 Corrosion Protection and Waterproofing 3 25 Total $ 181 $ 128 The Company did not have any contract liabilities as of August 31, 2022 and 2021. Disaggregated Revenue The Company disaggregates revenue from customers by geographic region, as it believes this disclosure best depicts how the nature, amount, timing and uncertainty of the Company's revenue and cash flows are affected by economic factors. Disaggregated revenue by geographical region for the years ended August 31, 2022, 2021 and 2020 was as follows: Year Ended August 31, 2022 Adhesives, Sealants Industrial Corrosion Protection Consolidated and Additives Tapes and Waterproofing Revenue Revenue North America $ 87,249 $ 127,988 $ 40,282 $ 255,519 Asia\Middle East 25,917 7,430 3,022 36,369 Europe 21,910 6,168 2,511 30,589 All other foreign 694 2,368 121 3,183 Total Revenue $ 135,770 $ 143,954 $ 45,936 $ 325,660 Year Ended August 31, 2021 Adhesives, Sealants Industrial Corrosion Protection Consolidated and Additives Tapes and Waterproofing Revenue Revenue North America $ 76,388 $ 106,084 $ 37,879 $ 220,351 Asia\Middle East 28,033 7,903 4,933 40,869 Europe 21,846 4,657 2,591 29,094 All other foreign 597 2,229 196 3,022 Total Revenue $ 126,864 $ 120,873 $ 45,599 $ 293,336 Year Ended August 31, 2020 Adhesives, Sealants Industrial Corrosion Protection Consolidated and Additives Tapes and Waterproofing Revenue Revenue North America $ 64,711 $ 105,911 $ 36,252 $ 206,874 Asia 17,877 7,150 6,361 31,388 Europe 13,201 3,286 3,047 19,534 All other foreign 419 2,613 334 3,366 Total Revenue $ 96,208 $ 118,960 $ 45,994 $ 261,162 Practical Expedients and Policy Elections Shipping and Handling Policy Election Considering Existence of a Significant Financing Component one year |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Aug. 31, 2022 | |
Fair Value Measurements | |
Fair Value Measurements | Note 16—Fair Value Measurements The Company defines fair value as the price that would be received to sell an asset or paid to transfer a liability (exit price) in an orderly transaction between market participants at the measurement date. The Company uses a three-tier fair value hierarchy, which classifies the inputs used in measuring fair values. These tiers 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 August 31, 2022 and 2021 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 August 31, 2022 and 2021: Fair value measurement category Quoted prices Significant other Significant Fair value in active markets observable inputs unobservable inputs measurement date Total (Level 1) (Level 2) (Level 3) Assets: Restricted investments August 31, 2022 $ 2,367 $ 2,125 $ 242 $ — Restricted investments August 31, 2021 $ 2,260 $ 2,016 $ 244 $ — The following table presents the fair value of the Company’s liabilities that are accounted for at fair value on a recurring basis as of August 31, 2022 and 2021: Fair value measurement category Quoted prices Significant other Significant Fair value in active markets observable inputs unobservable inputs measurement date Total (Level 1) (Level 2) (Level 3) Liabilities: Long-term debt August 31, 2022 $ 180,000 $ — $ 180,000 $ — Contingent consideration August 31, 2022 $ 2,584 $ — $ — $ 2,584 Long-term debt August 31, 2021 $ — $ — $ — $ — Contingent consideration August 31, 2021 $ 2,537 $ — $ — $ 2,537 The long-term debt (including any current portion of long-term debt) In connection with accounting for the ABchimie acquisition on September 1, 2020, the Company recorded a contingent consideration liability included within Other liabilities on the consolidated balance sheet of represents a Level 3 measurement within the fair value hierarchy. The Company assesses the fair value of the contingent consideration liability at each reporting period. Any subsequent changes in the estimated fair value of the liability are reflected in Loss on contingent consideration on the consolidated statement of operations until the liability is settled. As of August 31, 2022, the liability increased to $2,584 predominantly due to changes in non-market data assumptions as well as a shorter period to the payment date. See Note 14 to the consolidated financial statements for additional information on the acquisition of ABchimie. |
Net Income Per Share
Net Income Per Share | 12 Months Ended |
Aug. 31, 2022 | |
Net Income Per Share | |
Net Income Per Share | Note 17—Net Income Per Share The determination of earnings per share under the two-class method is as follows: Years Ended August 31, 2022 2021 2020 Net income $ 44,671 $ 44,920 $ 34,157 Less: Allocated to participating securities 297 309 273 Available to common shareholders $ 44,374 $ 44,611 $ 33,884 Basic weighted average shares outstanding 9,399,085 9,383,085 9,359,940 Additional dilutive common stock equivalents 35,256 45,331 79,810 Diluted weighted average shares outstanding 9,434,341 9,428,416 9,439,750 Net income available to common shareholders, per common and common equivalent share Basic $ 4.72 $ 4.75 $ 3.62 Diluted $ 4.70 $ 4.73 $ 3.59 For the years ended August 31, 2022, 2021 and 2020, stock options to purchase 96,912, 59,508 and 11,183 shares of common stock were outstanding but were not included in the calculation of diluted net income per share because their inclusion would be antidilutive. Included in the calculation of dilutive common stock equivalents are the unvested portion of restricted stock and stock options. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income | 12 Months Ended |
Aug. 31, 2022 | |
Accumulated Other Comprehensive Income | |
Accumulated Other Comprehensive Income | Note 18 — 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, 2020 $ 269 $ (8,317) $ (5,044) $ (13,092) Other comprehensive gains (losses) before reclassifications 297 (159) 1,295 1,433 Reclassifications to net income of previously deferred (gains) losses (48) 497 — 449 Other comprehensive income (loss) 249 338 1,295 1,882 Balance at August 31, 2021 $ 518 $ (7,979) $ (3,749) $ (11,210) Balance at August 31, 2021 $ 518 $ (7,979) $ (3,749) $ (11,210) Other comprehensive gains (losses) before reclassifications (282) 330 (9,582) (9,534) Reclassifications to net income of previously deferred (gains) losses (72) 449 — 377 Other comprehensive income (loss) (354) 779 (9,582) (9,157) Balance at August 31, 2022 $ 164 $ (7,200) $ (13,331) $ (20,367) The following table summarizes the reclassifications from accumulated other comprehensive income (loss) to the consolidated statements of income: Amount of Gain (Loss) Reclassified from Location of Gain (Loss) Accumulated Other Reclassified from Comprehensive Income Accumulated (Loss) into Income Other Comprehensive Year Ended Year Ended Income (Loss) August 31, 2022 August 31, 2021 into Income Gains on Restricted Investments: Realized loss (gain) on sale of restricted investments $ (96) $ (65) Selling, general and administrative expenses Tax expense (benefit) 24 17 Gain net of tax $ (72) $ (48) Loss on Funded Pension Plan adjustments: Amortization of prior pension service costs and unrecognized losses $ 596 $ 659 Other income (expense) Settlement and curtailment loss — — Other income (expense) Tax expense (benefit) (147) (162) Loss net of tax $ 449 $ 497 Total net loss reclassified for the period $ 377 $ 449 |
Sale of Real Estate
Sale of Real Estate | 12 Months Ended |
Aug. 31, 2022 | |
Sale of Real Estate | |
Sale of Real Estate | Note 19—Sale of Real Estate Sale of Randolph, MA Property Sale of Pawtucket, RI Location |
Operations Optimization Costs
Operations Optimization Costs | 12 Months Ended |
Aug. 31, 2022 | |
Operations Optimization Costs | |
Operations Optimization Costs | Note 20—Operations Optimization Costs Relocation of Chase Corporate Headquarters The Company completed the relocation of its corporate headquarters to another location within Westwood, MA during the year ended August 31, 2022. The move, part of the Company’s ongoing consolidation and optimization initiative, capitalizes on the hybrid work model utilized by many of Chase’s corporate and administrative employees and is expected to provide future operational cost savings. The new facility also consolidates and houses research and development operations previously conducted at the previous Westwood, MA and Woburn, MA locations. Operations optimization costs related to the Westwood move of $232 were expensed in fiscal 2022. No future costs related to the move are anticipated. Relocation of Adhesives Systems Manufacturing to O'Hara Township, PA During the third quarter of fiscal 2021, Chase announced to the employees at its Woburn, MA location that its adhesives systems operations, part of the Adhesives, Sealants and Additives segment’s electronic and industrial coatings product line, would be consolidating into the Company’s existing O'Hara Township, PA location. This rationalization and consolidation initiative-related announcement aligns with the second quarter announcement of the Company’s plan to move its sealant systems production from Newark, CA to Hickory, NC, described in more detail below. Chase Corporation obtained both the adhesive and sealants systems as part of its fiscal 2017 acquisition of the operations of Resin Designs. The Company expensed $463 and $0 in fiscal 2022 and 2021, related to the move, and future costs related to this move are not anticipated to be significant to the consolidated financial statements. Relocation of Sealants Systems Manufacturing to Hickory, NC During the second quarter of fiscal 2021, Chase began moving the sealant systems operations, part of the Adhesives, Sealants and Additives segment’s electronic and industrial coatings product line, from its Newark, CA 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. The sealant systems operations and Newark, CA location came to Chase Corporation as part of the fiscal 2017 acquisition of the operations of Resin Designs, and the Company’s lease in Newark, CA terminated in fiscal 2021. The Company recognized $977 in expense related to the move in the year ended August 31, 2021 and Strategic Actions Taken Related to COVID-19 ERP System Upgrade costs were recognized in fiscal 2022 and 2021. Engineering Studies Related to Facility Consolidation and Rationalization Initiative During the fourth quarter of fiscal 2019, the Company commissioned engineering studies of certain legacy operations, machinery and locations related to the Company’s facility rationalization and consolidation initiative. Chase Corporation completed its review of the data and recommendations provided by the study in the fourth quarter of fiscal 2020. The Company recognized a gain of $170 in fiscal 2020, as certain amounts expensed in fiscal 2019 were refunded. Also in the fourth quarter of fiscal 2020 and related to the recommendations of the commissioned engineering studies, the Company wrote down the value of certain non-operating production assets related to the pipeline coatings product line, within the Corrosion Protection and Waterproofing segment. Given the nature and prospects of the equipment, the Company determined its then carrying value exceeded its fair value and recognized an expense of $405 related to the machinery. The Company recognized an additional $100 in the fourth quarter of fiscal 2021, to fully write-down the equipment’s value. The Company may utilize third party engineering, IT and other professional services firms in the future for similar optimization-related work. Given the ongoing nature of the facility rationalization and consolidation initiative, an estimate of future costs cannot currently be determined. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Aug. 31, 2022 | |
Commitments and Contingencies | |
Commitments and Contingencies | Note 21—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 we assess the likelihood of loss as probable. |
Valuation and Qualifying Accoun
Valuation and Qualifying Accounts | 12 Months Ended |
Aug. 31, 2022 | |
Valuation and Qualifying Accounts | |
Valuation and Qualifying Accounts | Note 22—Valuation and Qualifying Accounts The following table sets forth activity in the Company’s accounts receivable and sales return reserve: Year ended Balance at Beginning of Year Charges to Operations Deductions to Reserves Balance at End of Year August 31, 2022 $ 451 $ 953 $ (794) $ 610 August 31, 2021 $ 438 $ 751 $ (738) $ 451 August 31, 2020 $ 739 $ 921 $ (1,222) $ 438 The following table sets forth activity in the Company’s warranty reserve (the warranty reserve is included within accrued expenses on the consolidated balance sheet): Year ended Balance at Beginning of Year Charges to Operations Deductions to Reserves Balance at End of Year August 31, 2022 $ — $ — $ — $ — August 31, 2021 $ — $ — $ — $ — August 31, 2020 $ 37 $ — $ (37) $ — |
Subsequent Events
Subsequent Events | 12 Months Ended |
Aug. 31, 2022 | |
Subsequent Events | |
Subsequent Events | Note 23 – Subsequent Events Acquisition of NuCera |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Aug. 31, 2022 | |
Summary of Significant Accounting Policies | |
Products and Markets | Products and Markets Our principal products are specialty tapes, laminates, adhesives, sealants, coatings and chemical intermediates that are sold by our salespeople, manufacturers' representatives and distributors. In our Adhesives, Sealants and Additives segment, these products consist of: (i) moisture protective coatings and cleaning solutions, which are sold to the electronics industry for circuitry manufacturing, including circuitry used in automobiles, industrial controls and home appliances; (ii) advanced adhesives, sealants, and coatings for automotive and industrial applications that require specialized bonding, encapsulating, environmental protection, or thermal management functionality; (iii) polymeric microspheres utilized by various industries to allow for weight and density reduction and sound dampening; (iv) polyurethane dispersions utilized for various coating products; and (v) superabsorbent polymers utilized for water and liquid management, remediation and protection in diverse markets including wire and cable, medical, environmental, infrastructure, energy and consumer products. In our Industrial Tapes segment, these products consist of: (i) insulating and conducting materials for the manufacture of electrical and telephone wire and cable, electrical splicing, and terminating and repair tapes, which are marketed to wire and cable manufacturers; (ii) laminated film foils, including EMI/RFI shielding tapes, used in communication and local area network (LAN) cable; (iii) industrial coated or laminate products and custom manufacturing services sold into medical, consumer, automotive, packaging, energy, telecommunications and other specialized markets; (iv) laminated durable papers, including laminated paper with an inner security barrier used in personal and mail-stream privacy protection, which are sold primarily to the envelope converting and commercial printing industries; (v) pulling and detection tapes used in the installation, measurement and location of fiber optic cable, water and natural gas lines, and power, data and video cable for commercial buildings; and (vi) cover tapes with reliable adhesive and anti-static properties essential to delivering semiconductor components via tape and reel packaging. In our Corrosion Protection and Waterproofing segment, these products consist of: (i) protective coatings, tapes and protectants for pipelines, valves, casings and other metals, which are sold to oil companies, gas companies and water/wastewater utilities for use in both the construction and maintenance of oil, gas, water and wastewater pipelines; (ii) fluid applied coating and lining systems for use in the water and wastewater industry; (iii) waterproofing tapes and coatings used in waterproofing of the exterior of both commercial and industrial structures; (iv) waterproofing membranes for highway bridge deck metal supported surfaces, which are sold to municipal transportation authorities, and high-performance polymeric asphalt additives; and (v) expansion and control joint systems designed for roads, bridges, stadiums and airport runways. |
Basis of Presentation | Basis of Presentation The financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The Company uses the U.S. dollar as the functional currency for financial reporting. Certain reclassifications have been made to the prior year amounts to conform to the current year’s presentation. |
Other Business Developments | Other Business Developments On September 1, 2022, the Company completed its acquisition of NuCera Solutions, a recognized global leader in the production and development of highly differentiated specialty polymers and polymerization technologies serving demanding applications, offering products critical to enabling end-product functionality, performance and reliability. The aggregate purchase price was $250,000, pending any working capital adjustments and excluding acquisition-related costs. Chase will continue to market under the NuCera brands and the business will be integrated into Chase’s Adhesives, Sealants and Additives reporting unit. The Company completed the relocation of its corporate headquarters to another location within Westwood, MA during the fiscal year ending August 31, 2022. The move, part of the Company’s ongoing consolidation and optimization initiative, capitalizes on the hybrid work model utilized by many of Chase’s corporate and administrative employees and is expected to provide future operational cost savings. The new facility also consolidates and houses research and development operations previously conducted at the previous Westwood, MA and Woburn, MA locations. Operations optimization costs related to the Westwood move of $232 were expensed in fiscal 2022. No future costs related to the move are anticipated. During the third quarter of fiscal 2021, Chase announced to the employees at its Woburn, MA location that its adhesives systems operations, part of the Adhesives, Sealants and Additives segment’s electronic and industrial coatings product line, would be consolidating into the Company’s existing O'Hara Township, PA location. This rationalization and consolidation initiative aligns with the announcement in the second quarter of fiscal 2021 of the Company’s plan to move its sealant systems production from Newark, CA to Hickory, NC, described in more detail below. Chase Corporation obtained both the adhesive and sealants systems as part of its fiscal 2017 acquisition of the operations of Resin Designs. The Company expensed $463 and $0 in fiscal 2022 and 2021, related to the move, and future costs related to this move are not anticipated to be significant to the consolidated financial statements. During the second quarter of fiscal 2021, Chase began moving the sealant systems operations, part of the Adhesives, Sealants and Additives segment’s electronic and industrial coatings product line, from its Newark, CA 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. The sealant systems operations and Newark, CA location came to Chase Corporation as part of the fiscal 2017 acquisition of the operations of Resin Designs, and the Company’s lease there terminated in fiscal 2021. The Company recognized $977 in expense related to the move during the fiscal year ended August 31, 2021 and $147 in expense during the fiscal year ended August 31, 2022. The project is now substantially completed and any future costs related to this move are not anticipated to be significant to the consolidated financial statements. On February 5, 2021, the Company acquired certain assets of Emerging Technologies, Inc. (“ETi”), a superabsorbent polymers solutions provider, located in Greensboro, NC. The business was acquired for a purchase price of $9,997 , comprising $8,997 paid on February 5, 2021 and an accrual of $1,000 to be paid out up to eighteen months after purchase, subsequent to final working capital adjustments, and excluding acquisition-related costs. As part of this transaction, Chase acquired substantially all working capital and fixed assets of the business and entered a multi-year lease at ETi’s existing location. The Company expensed $128 of acquisition-related costs associated with this acquisition. The purchase was funded with available cash on hand. ETi is a solutions provider and formulator of absorbent polymers for use in the packaging, recreational, consumer, and sanitation markets. The acquisition broadens the Company’s superabsorbent polymers product offerings and formulation capabilities while expanding its market reach. The Company finalized purchase accounting, regarding a final allocation of the purchase price to tangible and identifiable intangible assets assumed, and anticipates completion within the first quarter of fiscal 2022. Since the effective date of the acquisition, the financial results of ETi’s acquired operations have been included in the Company’s financial statements within the functional additives product line, contained within the Adhesives, Sealants and Additives operating segment. 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 totaling $274 recognized in fiscal 2020 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 protection of electronic assemblies, with further formulation, production, and research and development capabilities. The transaction was funded 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 finalized purchase accounting during the fourth quarter of fiscal 2021, with no significant change to amounts initially recorded. Fiscal 2020 saw the beginning of the global spread of the coronavirus pandemic (COVID-19), which grew to create significant volatility, uncertainty and global economic disruption. During the third fiscal quarter of 2020, the Company implemented changes to its cost structure designed to address market changes brought on by COVID-19 and demonstrate its commitment to fiscal prudence: (a) the Company made a targeted reduction in its global workforce, contemplated pre-pandemic but catalyzed by COVID-19, which resulted in the recognition of $183 in severance costs during the period; and (b) the Company also instituted a temporary 20% reduction in the base salaries of its named executive officers and select members of senior management, as well as the cash compensation of the non-employee members of its Board of Directors. The reduction in force, which impacted operations in the Company’s U.S. facilities, and the adjustments in compensation, were both effective May 2020. The executive officers’ and Board of Directors’ temporary compensation reductions were lifted on December 1, 2020, retroactive to September 1, 2020. 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 Corporation reviewed the data and recommendations provided by the study and has made the decision upgrade (beginning in fiscal 2023) from our current Oracle Legacy ERP System with to Oracle Fusion Cloud Platform. This upgrade will position us with a more advanced system to support business expansion, access to upgrades in functionality, and a more modern system for operations, all within the Oracle Ecosystem. Additionally, the upgrade will be a multi-year, phased in approach that will mitigate any disruptions to our business. The Company recognized $150 in third party studies in fiscal 2020 and no costs were recognized in fiscal 2022 and 2021. During the third quarter of fiscal 2019, the Company 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 $559 in expense related to the first half of fiscal 2020, having recognized $526 in expense during the second half of fiscal 2019. No costs were recognized in the second half of 2020 or during fiscal 2021, and future costs related to this move are not anticipated to be significant to the consolidated financial statements. During the fourth quarter of fiscal 2019, Chase Corporation commissioned engineering studies of certain legacy operations, machinery and locations related to the Company’s ongoing facility rationalization and consolidation initiative. Chase completed its review of the data and recommendations provided by the study in the fourth quarter of fiscal 2020. The Company recognized $200 in expense related to these services in fiscal 2019, and a gain of $170 in fiscal 2020, as certain amounts expensed in fiscal 2019 were refunded. Also in the fourth quarter of fiscal 2020 and related to the recommendations of the commissioned engineering studies, the Company wrote down the value of certain non-operating production assets related to the pipeline coatings product line, within the Corrosion Protection and Waterproofing segment. Given the nature and prospects of the equipment, the Company determined its then carrying value exceeded its fair value and recognized an expense of $405 related to the machinery. The Company recognized an additional $100 in the fourth quarter of fiscal 2021, to fully write-down the equipment’s value. Chase may utilize third party engineering, IT and other professional services firms in the future for similar optimization-related work. Given the ongoing nature of the facility rationalization and consolidation initiative, an estimate of future costs cannot currently be determined. On June 25, 2018, the Company announced to its employees the planned closing of its Pawtucket, RI manufacturing facility effective August 31, 2018. This is in line with the Company’s ongoing efforts to consolidate its manufacturing plants and streamline its existing processes. The manufacture of products previously produced in the Pawtucket, RI facility was substantially moved to Company facilities in Oxford, MA and Lenoir, NC during a two-month transition period. In the fourth quarter of fiscal 2018, the Company expensed $1,272 related to the closure. The Company also recognized $260 in expense related to the move in the three-month period ended November 30, 2018, with no additional expense recognized in the remainder of fiscal 2019. The Company completed the sale of its Pawtucket, RI location to a third party in the third quarter of fiscal 2020 for net proceeds totaling $1,810, recognizing a gain on sale of real estate of $760. Also, during the third quarter of fiscal 2020, the Company recognized $85 in final Pawtucket, RI transition and exit costs, with no further costs related to this initiative anticipated in future periods. The Company has evaluated events and transactions subsequent to the balance sheet date. Based on this evaluation, and other than the cash dividend announced on November 10, 2022 of $1.00 per share to shareholders of record on November 30, 2022 and payable on December 9, 2022, the Company is not aware of any other events or transactions that occurred subsequent to the balance sheet date, but prior to filing, that would require recognition or disclosure in its consolidated financial statements. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist primarily of demand deposit accounts or investment instruments that meet high credit quality standards such as money market funds, government securities, or commercial paper. The Company considers all highly liquid debt instruments purchased with an original maturity of three months or less from the date of purchase to be cash equivalents. Credit risk related to cash and cash equivalents is limited based on the creditworthiness of the financial institutions at which these funds are held. We maintain cash balances in multiple banks. Accounts located in the United States are insured by the Federal Deposit Insurance Corporation (FDIC) up to $250. Certain of our account balances exceed the FDIC limit. Cash balances held outside the United States totaled $28,951 as of August 31, 2022. |
Accounts Receivable | Accounts Receivable As a result of the adoption of ASU 2016-13, the Company has updated its critical accounting policy related to trade accounts receivable and allowances for credit losses effective September 1, 2020 as follows: All trade accounts receivable 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 accounts receivable 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 performs 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. Receivables are written off against these reserves in the period they are determined to be uncollectable. Prior to September 1, 2020, the Company evaluated the collectability of accounts receivable balances based on a combination of factors. In cases where the Company was aware of circumstances that may have impaired a specific customer’s ability to meet its financial obligations to it, a specific allowance against amounts due to the Company was recorded, and thereby reduced the net recognized receivable to the amount the Company reasonably believed would be collected. For all other customers, the Company recognized allowances for doubtful accounts based on the length of time the receivables were past due, industry and geographic factors, the current business environment and its historical experience. |
Inventory | Inventory The Company values inventory at the lower of cost or net realizable value using the first in, first out (FIFO) method. Management assesses the recoverability of inventory based on types and levels of inventory held, forecasted demand and changes in technology. These assessments require management judgments and estimates, and valuation adjustments for excess and obsolete inventory may be recorded based on these assessments. We estimate excess and obsolescence exposures based upon assumptions about future demand, product transitions, and market conditions, and record adjustments to reduce inventories to their estimated net realizable value. The failure to accurately forecast demand may lead to additional excess and obsolete inventory and future charges. |
Goodwill | Goodwill The Company accounts for goodwill in accordance with ASC Topic 350, “Intangibles — Goodwill and Other.” The Company performs impairment reviews annually each fourth quarter and whenever events or circumstances indicate the carrying value of goodwill may not be recoverable. The Company has adopted Accounting Standards Update (“ASU”) No. 2017-04 “Intangibles — Goodwill and Other Topics (Topic 350): Simplifying the Test for Goodwill Impairment.” When evaluating the potential impairment of goodwill, Chase first assesses a range of qualitative factors, including but not limited to, industry conditions, the competitive environment, changes in the market for our products and services, entity-specific factors such as strategy and changes in key personnel, and the overall financial performance for each of our reporting units relative to historical or projected future operating results. If after completing this assessment, it is determined that it is more likely than not that the fair value of a reporting unit is less than its carrying value, we then assess 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. Fair values for reporting units are determined based on the income approach (discounted cash flow method). For the annual fiscal 2022 fourth quarter review, no goodwill impairment, nor at-risk reporting units, was indicated as of August 31, 2022. |
Intangible Assets | Intangible Assets Intangible assets consist of patents, formulas, trade names, customer relationships and trademarks. The Company capitalizes costs related to patent applications and technology agreements. The costs of these assets are amortized over the lesser of the useful life of the asset or its statutory life. Capitalized costs are periodically reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment are stated at cost and depreciated using the straight-line method over the assets’ estimated useful lives. Expenditures for maintenance repairs and minor renewals are charged to expense as incurred. Betterments and major renewals are capitalized. Upon retirement or other disposition of assets, related allowances for depreciation and amortization are eliminated from the accounts and any resulting gain or loss is included in the determination of income or loss. The estimated useful lives of property, plant and equipment are as follows: Buildings and improvements 15 to 40 years Machinery and equipment 3 to 10 years Leasehold improvements are depreciated over the lesser of the useful life or the term of the lease. |
Restricted Investments and Deferred Compensation | Restricted Investments and Deferred Compensation The Company has a non-qualified deferred savings plan that covers its Board of Directors and a separate plan covering selected employees. Participants may elect to defer a portion of their compensation for payment in a future tax year. The plans are funded by trusteed assets that are restricted to the payment of deferred compensation or satisfaction of the Company’s general creditors. The Company’s restricted investments under the plans were $2,367 and $2,260 at August 31, 2022 and 2021, respectively, and corresponding deferred compensation liabilities were $2,375 and $2,267 at August 31, 2022 and 2021, respectively. The Company accounts for the restricted investments as available for sale by recording net unrealized gains or losses in other comprehensive income as a component of stockholders’ equity. |
Revenue | Revenue The Company accounts for revenue using ASC Topic 606 “Revenue from Contracts with Customers.” The Company accounts for revenue when: (a) there is approval and commitment from both parties; (b) the rights of the parties are identified; (c) payment terms are identified; (d) the contract has commercial substance; and (e) collectability of consideration is probable. Revenue is primarily derived from customer purchase orders, master sales agreements, and negotiated contracts, all of which represent contracts with customers. See Note 15 to the consolidated financial statements for more information on our accounting for revenue. |
Research and Product Development Costs | Research and Product Development Costs Research and product development costs are expensed as incurred and include primarily engineering salaries, overhead and materials used in connection with research and development projects. Research and development expense amounted to $4,415, $4,056 and $4,007 for the years ended August 31, 2022, 2021 and 2020, respectively, and was recorded within Research and product development costs on the consolidated statements of operations. |
Pension Plans | Pension Plans The Company accounts for its pension plans following the requirements of ASC Topic 715, “Compensation —Retirement Benefits” (“ASC 715”). ASC 715 requires an employer to: (a) recognize in its statement of financial position the funded status of a benefit plan; (b) measure defined benefit plan assets and obligations as of the end of the employer’s fiscal year (with limited exceptions); and (c) recognize as a component of other comprehensive income, net of tax, the gains or losses and prior service costs or credits that arise but are not recognized as components of net periodic benefit costs pursuant to prior existing guidance. |
Stock Based Compensation | Stock-Based Compensation In accordance with the accounting for stock-based compensation guidance, ASC Topic 718 “Compensation – Stock Compensation” (“ASC 718”), the Company measures and recognizes compensation expense for all share-based payment awards made to employees, directors and consultants based on estimated fair values. This includes restricted stock, restricted stock units and stock options. The guidance allows for the continued use of the simplified method as the Company has concluded that its historical share option exercise experience does not provide a reasonable basis for estimating expected term. Stock-based compensation expense recognized in fiscal years 2022, 2021 and 2020 was $3,147, $2,978 and $3,208, respectively. The fair value of options granted was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions for the years ending August 31, 2022, 2021 and 2020: 2022 2021 2020 Expected dividend yield 0.8 % 0.7 % 0.7 % Expected life 6.3 years 6.0 years 6.0 years Expected volatility 38.7 % 39.5 % 31.0 % Risk-free interest rate 1.3 % 0.4 % 1.4 % Expected volatility is determined by looking at a combination of historical volatility over the past six years as well as implied future volatility. |
Translation of Foreign Currency | Translation of Foreign Currency The financial position and results of operations of the Company’s HumiSeal Europe Ltd and Chase Protective Coatings Ltd businesses are measured using the British pound as the functional currency. The financial position and results of operations of the Company’s HumiSeal Europe SARL and ABchimie businesses in France are measured using euros as the functional currency. The financial position and results of the Company’s HumiSeal India Private Limited business in India are measured using the Indian rupee as the functional currency. The functional currency for all our other operations is the U.S. dollar. Revenue and expenses of these international businesses have been translated at average exchange rates. 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 (a component of stockholders’ equity). Transaction gains and losses generated from the remeasurement of assets and liabilities denominated in currencies other than the functional currency of these international operations are included in other income (expense) on the consolidated statements of operations and were gains (losses) of |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method. Under this method, a deferred tax asset or liability is determined based upon the differences between the financial statement and tax bases of assets and liabilities as measured by the enacted tax rates that will be in effect when these differences reverse. Tax credits are recorded as a reduction in income taxes. Valuation allowances are provided if, based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company estimates contingent income tax liabilities based on the guidance for accounting for uncertain tax positions as prescribed in ASC Topic 740, “Income Taxes.” See Note 7 for more information on the Company’s income taxes, including information on the effects of the Tax Cuts and Jobs Act of 2017 (the “Tax Act”) on our financial position and results of operations. |
Net Income Per Share | 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” (“ASC 260”). The Company allocates earnings to participating securities and computes earnings per share using the two-class method. |
Comprehensive Income | Comprehensive Income Comprehensive income is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources, including foreign currency translation adjustments, unrealized gains and losses on marketable securities and adjustments related to the change in the funded status of the pension plans. |
Segments | Segments ASC Topic 280 “Segment Reporting” of the Financial Accounting Standards Board (“FASB”) codification establishes standards for reporting information about operating segments. 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 generally used in, or integrated into, another company’s products. 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 (first day of fiscal 2021), the Adhesives, Sealants and Additives segment includes the acquired operations of ABchimie, within the electronic and industrial coatings product line and beginning February 5, 2021, the acquired operations of Emerging Technologies, Inc. (“ETi”), within the functional additives product line. The Industrial Tapes segment features 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 cable 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. |
Contingent Consideration | Contingent Consideration In connection with accounting for the ABchimie acquisition on September 1, 2020, the Company recorded a contingent consideration liability included within Other liabilities on the consolidated balance sheet. The contingent consideration liability was valued using a Monte Carlo simulation model in an option pricing framework based on key inputs requiring significant judgments and estimates to be made by the Company, including forecasts of future earnings over the multiyear period encompassed by the earnout, and that are not all observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The Company assesses the fair value of the contingent consideration liability at each reporting period. Any subsequent changes in the estimated fair value of the liability are reflected in Loss on contingent consideration on the consolidated statement of operations until the liability is settled. If fully realized, the contingent consideration due would total €7,000 (approximately $8,330 at the time of the initial transaction) |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards Fiscal 2022 In October 2021, the FASB issued ASU No. 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers”, which amends the accounting for contract assets and contract liabilities from revenue contracts with customers in a business combination. The amendment requires that an entity acquiring the contract assets and contract liabilities in a business combination be recognized in accordance with ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)”. The ASU is effective for all public entities for fiscal years beginning after December 15, 2022, and interim periods therein. The Company early adopted ASU 2021-08 on February 28, 2022 and any impact on the consolidated financial statements will be dependent on the magnitude and nature of future acquired entities. Fiscal 2021 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 for which an entity has elected certain optional expedients 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. ASU 2020-04 has not had, and the Company does not expect it to have in future periods, 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 consolidated financial statements. As a result of the adoption of ASU 2016-13, the Company has updated its critical accounting policy related to trade accounts receivable and allowances for credit losses effective September 1, 2020 from the critical accounting policies previously disclosed in our audited financial statements for the year ended August 31, 2020 as follows: All trade accounts receivable 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 accounts receivable 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 performs 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. Fiscal 2020 In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842).” Under the new guidance, lessees are required to recognize the following for all leases (with the exception of short-term leases) at the commencement date: (a) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (b) a right-of-use asset, which represents the lessee’s right to use, or control the use of, a specified asset for the lease term. In July 2018, the FASB issued ASU 2018-11, “Leases (Topic 842) Targeted Improvements.” The updated guidance provided an optional transition method, which allows for the application of the standard as of the adoption date with no restatement of prior period amounts. The Company adopted the standard on September 1, 2019 (start of fiscal 2020) under the optional transition method described above. The new standard provides several optional practical expedients in transition. The Company has elected to apply the “package of practical expedients In February 2018, the FASB issued ASU 2018-02, “Income Statement - Reporting Comprehensive Income (Topic 220) - Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income.” This ASU was issued to address a narrow-scope financial reporting issue that arose as a result of the enactment of the Tax Cuts and Jobs Act (“Tax Reform”) on December 22, 2017. The objective of ASU 2018-02 is to address the tax effects of items within accumulated other comprehensive income (referred to as “stranded tax effects”) that do not reflect the appropriate tax rate enacted in the Tax Reform. As a result, the ASU 2018-02 allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the newly enacted federal corporate income tax rate. The amount of the reclassification would be the difference between the historical corporate income tax rate of 35 percent and the current enacted corporate income tax rate of 21 percent. ASU 2018-02 is effective for fiscal years beginning after December 15, 2018, with early adoption permitted, including adoption in an interim period. The amendments in this ASU may be applied retrospectively to each period in which the effect of the change in the U.S. Federal corporate income tax rate in the Tax Reform is recognized. Therefore, the Company adopted ASU 2018-02 in the first quarter of the year ending August 31, 2020, and has elected to reclassify the income tax effects of the Tax Reform related to its pension funding from accumulated other comprehensive loss to retained earnings. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Aug. 31, 2022 | |
Summary of Significant Accounting Policies | |
Schedule of estimated useful lives of property, plant and equipment | Buildings and improvements 15 to 40 years Machinery and equipment 3 to 10 years |
Schedule of weighted average assumptions used to estimate the fair value of options granted on the date of grant using the Black-Scholes option pricing model | 2022 2021 2020 Expected dividend yield 0.8 % 0.7 % 0.7 % Expected life 6.3 years 6.0 years 6.0 years Expected volatility 38.7 % 39.5 % 31.0 % Risk-free interest rate 1.3 % 0.4 % 1.4 % |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Aug. 31, 2022 | |
Inventory | |
Schedule of inventory | August 31, August 31, 2022 2021 Raw materials $ 37,909 $ 24,055 Work in process 9,569 5,928 Finished goods 15,561 11,234 Total Inventory $ 63,039 $ 41,217 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Aug. 31, 2022 | |
Property, Plant and Equipment | |
Schedule of property, plant and equipment | August 31, August 31, 2022 2021 Land and improvements $ 4,994 $ 5,020 Buildings 16,771 16,904 Machinery and equipment 49,458 49,505 Leasehold improvements 4,774 2,891 Construction in progress 754 613 76,751 74,933 Accumulated depreciation (52,503) (50,666) Property, plant and equipment, net $ 24,248 $ 24,267 |
Goodwill and Intangibles Asse_2
Goodwill and Intangibles Assets (Tables) | 12 Months Ended |
Aug. 31, 2022 | |
Goodwill and Intangibles Assets | |
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 Acquisition of Emerging Technologies, Inc. 2,451 — — 2,451 Foreign currency translation adjustment (48) — 6 (42) Balance at August 31, 2021 $ 65,945 $ 21,215 $ 10,706 $ 97,866 Foreign currency translation adjustment (2,673) — (33) (2,706) Balance at August 31, 2022 $ 63,272 $ 21,215 $ 10,673 $ 95,160 |
Schedule of intangible assets subject to amortization | Weighted Average Gross Carrying Accumulated Net Carrying Amortization Period Value Amortization Value August 31, 2022 Patents and agreements 14.6 years $ 1,760 $ 1,724 $ 36 Formulas and technology 7.8 years 10,730 9,961 769 Trade names 5.9 years 8,673 8,407 266 Customer lists and relationships 9.1 years 113,735 81,145 32,590 $ 134,898 $ 101,237 $ 33,661 August 31, 2021 Patents and agreements 14.6 years $ 1,760 $ 1,715 $ 45 Formulas and technology 7.9 years 10,987 9,769 1,218 Trade names 5.9 years 8,836 8,285 551 Customer lists and relationships 9.2 years 116,855 71,715 45,140 $ 138,438 $ 91,484 $ 46,954 |
Schedule of estimated amortization expense | Years ending August 31, 2023 8,542 2024 7,334 2025 5,734 2026 4,937 2027 2,389 |
Cash Surrender Value of Life _2
Cash Surrender Value of Life Insurance (Tables) | 12 Months Ended |
Aug. 31, 2022 | |
Cash Surrender Value of Life Insurance. | |
Schedule of cash surrender value of life insurance policies | 2022 2021 John Hancock $ 4,450 $ 4,450 Cash surrender value of life insurance policies $ 4,450 $ 4,450 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Aug. 31, 2022 | |
Long-Term Debt | |
Schedule of long-term debt | 2022 2021 All-revolving credit facility with a borrowing capacity of $200,000 180,000 — Long-term debt $ 180,000 $ — |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Aug. 31, 2022 | |
Income Taxes | |
Schedule of domestic and foreign pre-tax income | Year Ended August 31, 2022 2021 2020 United States $ 49,015 $ 52,182 $ 42,027 Foreign 9,583 6,412 3,293 $ 58,598 $ 58,594 $ 45,320 |
Schedule of provision (benefit) for income taxes | Year Ended August 31, 2022 2021 2020 Current: Federal $ 10,346 $ 11,677 $ 9,157 State 2,589 782 1,813 Foreign 2,015 2,123 962 Total current income tax provision 14,950 14,582 11,932 Deferred: Federal (775) (832) (520) State 47 (124) (184) Foreign (295) 48 (65) Total deferred income tax benefit (1,023) (908) (769) Total income tax provision $ 13,927 $ 13,674 $ 11,163 |
Schedule of reconciliation of the effective income tax rate with the U.S. federal statutory income tax rate | Year Ended August 31, 2022 2021 2020 Federal statutory rates 21.0 % 21.0 % 21.0 % Adjustment resulting from the tax effect of: State and local taxes, net of federal benefit 2.3 % 2.3 % 3.0 % Foreign tax rate differential (0.3) % (0.3) % 0.0 % Adjustment to uncertain tax position (0.5) % 0.1 % (1.1) % Transaction costs not deductible 0.8 % 0.0 % 0.5 % Research credit generated (0.1) % (0.1) % (0.1) % Stock Compensation 0.0 % (0.3) % (0.3) % Permanent items 2.2 % 1.1 % 0.9 % GILTI and Subpart F, net of foreign tax credit 0.2 % 0.3 % 0.3 % Other (0.3) % (0.4) % 0.4 % Deferred income tax remeasurement (0.5) % 0.1 % 0.0 % Foreign Derived Intangible Income (1.2) % (1.1) % 0.0 % Performance-based earnout contingency 0.2 % 0.6 % 0.0 % Effective income tax rate 23.8 % 23.3 % 24.6 % |
Summary of tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities | As of August 31, 2022 2021 Deferred tax assets: Allowance for doubtful accounts $ 363 $ 320 Inventories 715 520 Accruals 728 966 Warranty reserve 6 6 Pension accrual 1,872 2,386 Deferred compensation 559 545 Foreign currency loss on previously taxed income 56 96 Loan finance costs — 3 Restricted stock grants 495 327 Non-qualified stock options 323 347 Lease liability 2,208 2,328 Foreign net operating loss, net of valuation allowance — 192 Other 36 41 7,361 8,077 Deferred tax liabilities: Prepaid liabilities (38) (18) Foreign intangibles (2,099) (3,156) Right-of-use asset (2,154) (2,280) Depreciation and amortization 411 (659) (3,880) (6,113) Net deferred tax assets (liabilities) $ 3,481 $ 1,964 |
Summary of the Company's adjustments to its uncertain tax positions | 2022 2021 2020 Balance, at beginning of the year $ 2,190 $ 1,941 $ 2,324 Increase for tax positions related to the current year 99 — 101 Decreases for currency translation adjustments (71) — — Increase (decrease) for tax positions related to prior years — 1,180 (609) Decreases for settlement of uncertain tax positions — (705) — Increase for interest and penalties 97 208 125 Decrease for lapses of statute of limitations (495) (434) — Balance, at end of year $ 1,820 $ 2,190 $ 1,941 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Aug. 31, 2022 | |
Leases | |
Schedule of Lessee's balance sheet disclosure | August 31, August 31, 2022 2021 Assets Operating lease right-of-use assets $ 8,596 $ 9,312 Liabilities Current (accrued expenses) $ 1,448 $ 1,515 Operating lease long-term liabilities 6,618 7,202 Total lease liability $ 8,066 $ 8,717 |
Schedule of components of lease costs | Year Ended August 31, 2022 2021 2020 Operating lease cost (a) $ 3,332 $ 3,772 $ 3,783 (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 2023 1,651 2024 1,576 2025 1,418 2026 1,173 2027 792 2028 and thereafter 2,199 Less: Interest (743) Present value of lease liabilities $ 8,066 |
Schedule of weighted average remaining lease term and discount rates | August 31, August 31, 2022 2021 Lease Term and Discount Rate Weighted average remaining lease term (years) Operating leases 6.5 6.8 Weighted average discount rate (percentage) Operating leases 2.8 % 3.1 % |
Schedule of supplemental cash flow information | Year Ended August 31, 2022 2021 Operating cash outflows from operating leases $ 1,725 $ 2,266 Total cash paid for amounts included in the measurement of lease liabilities $ 1,725 $ 2,266 |
Benefits and Pension Plans (Tab
Benefits and Pension Plans (Tables) | 12 Months Ended |
Aug. 31, 2022 | |
Pensions and Other Postretirement Benefits | |
Schedule of the status of the Company's pension plans | Year Ended August 31, 2022 2021 2020 Change in benefit obligation Projected benefit obligation at beginning of year $ 20,261 $ 20,663 $ 20,087 Service cost 382 366 295 Interest cost 384 341 451 Actuarial (gain) loss (2,202) 645 2,253 Benefits paid (2,027) (1,754) (2,423) Projected benefit obligation at end of year $ 16,798 $ 20,261 $ 20,663 Change in plan assets Fair value of plan assets at beginning of year $ 9,280 $ 8,168 $ 7,859 Actual return on plan assets (1,369) 1,301 868 Employer contribution 1,917 1,565 1,864 Benefits paid (2,026) (1,754) (2,423) Fair value of plan assets at end of year $ 7,802 $ 9,280 $ 8,168 Funded status at end of year $ (8,996) $ (10,981) $ (12,495) Year Ended August 31, 2022 2021 2020 Amounts recognized in consolidated balance sheets Noncurrent assets $ — $ — $ — Current liabilities (1,565) (1,565) (1,565) Noncurrent liabilities (7,431) (9,416) (10,930) Net amount recognized in consolidated balance sheets $ (8,996) $ (10,981) $ (12,495) Actuarial present value of benefit obligation and funded status Accumulated benefit obligations $ 15,093 $ 17,898 $ 18,307 Projected benefit obligations $ 16,798 $ 20,261 $ 20,663 Plan assets at fair value $ 7,802 $ 9,280 $ 8,168 Amounts recognized in accumulated other comprehensive income Prior service cost $ 37 $ 40 $ 44 Net actuarial loss 8,659 9,674 10,595 Adjustment to pre-tax accumulated other comprehensive income $ 8,696 $ 9,714 $ 10,639 Year Ended August 31, 2022 2021 2020 Other changes in plan assets and benefit obligations recognized in other comprehensive income Net (gain)/loss $ (439) $ (884) $ 711 Amortization of loss (593) (656) (664) Supplemental plan assumption change 17 619 1,065 Amortization of prior service cost (3) (3) (3) Effect of settlement on accumulated other comprehensive income — — (155) Total recognized in other comprehensive income (1,018) (924) 954 Net periodic pension cost 951 975 1,178 Total recognized in net periodic pension cost and other comprehensive income $ (67) $ 51 $ 2,132 Estimated amounts that will be amortized from accumulated comprehensive income over the next fiscal year Prior service cost $ 3 $ 3 $ 3 Net actuarial loss 594 593 656 |
Schedule of components of net periodic benefit cost | 2022 2021 2020 Components of net periodic benefit cost Service cost $ 382 $ 366 $ 295 Interest cost 384 341 451 Expected return on plan assets (411) (391) (390) Amortization of prior service cost 3 3 3 Amortization of accumulated loss 593 656 664 Curtailment and settlement loss — — 155 Net periodic benefit cost $ 951 $ 975 $ 1,178 |
Schedule of weighted-average assumptions used to determine benefit obligations | 2022 2021 2020 Discount rate Qualified plan 4.21 % 2.15 % 1.92 % Supplemental plan 4.36 % 1.95 % 1.65 % NEPTCO plan — % — % — % Rate of compensation increase Qualified and Supplemental plan 3.50 % 3.50 % 3.50 % NEPTCO plan — % — % — % |
Schedule of weighted-average assumptions used to determine net periodic benefit cost | 2022 2021 2020 Discount rate Qualified plan 2.15 % 1.92 % 2.58 % Supplemental plan 1.95 % 1.65 % 2.37 % NEPTCO plan — % — % 2.29 % Expected long-term return on plan assets Qualified plan 4.85 % 5.25 % 5.60 % Supplemental plan — % — % — % NEPTCO plan — % — % 5.60 % Rate of compensation increase Qualified and Supplemental plan 3.50 % 3.50 % 3.50 % NEPTCO plan — % — % — % |
Schedule of pension plans' assets by asset category | Fair value measurements at Fair value measurements at August 31, 2022 August 31, 2021 Significant Significant Quoted prices other Significant Quoted prices other Significant in active observable unobservable in active observable unobservable August 31, markets inputs inputs August 31, markets inputs inputs 2022 (Level 1) (Level 2) (Level 3) 2021 (Level 1) (Level 2) (Level 3) Asset Category Equity securities $ 3,667 $ 3,667 $ — $ — $ 4,241 $ 4,241 $ — $ — Debt securities 4,135 4,135 — — 5,039 5,039 — — Total $ 7,802 $ 7,802 $ — $ — $ 9,280 $ 9,280 $ — $ — |
Schedule of pension benefit payments (which include expected future service) expected to be paid | Year ending August 31, Pension Benefits 2023 $ 3,413 2024 2,004 2025 1,830 2026 1,802 2027 1,322 2028-2032 $ 4,221 |
Qualified Plan. | |
Pensions and Other Postretirement Benefits | |
Schedule of target allocation and weighted-average asset allocations | Target Allocation Percentage of Plan Assets as of August 31, Asset Category Range 2022 2021 2020 Equity securities 10-80 % 47 % 46 % 49 % Debt securities 20-75 % 53 % 54 % 51 % Other 0-100 % — % — % — % Total 100 % 100 % 100 % 100 % |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Aug. 31, 2022 | |
Stockholders' Equity | |
Summary of restricted stock plan | Non Employee Directors Weighted Average Grant Date Fair Value Non Employee Consultants and Advisors Weighted Average Grant Date Fair Value Officers and Employees Weighted Average Grant Date Fair Value Unvested restricted stock at August 31, 2019 4,599 $ 101.92 — — 44,355 $ 67.18 Granted 4,906 95.59 — — 43,841 108.47 Vested (4,599) 101.92 — — (25,195) 61.51 Forfeited or cancelled — — — — (3,126) 123.19 Unvested restricted stock at August 31, 2020 4,906 95.59 — — 59,875 97.72 Granted 4,635 104.09 2,306 $ 108.42 9,499 98.10 Vested (5,016) 95.59 — — (19,978) 80.13 Forfeited or cancelled — — — — (6,195) 103.86 Unvested restricted stock at August 31, 2021 4,525 104.09 2,306 108.42 43,201 107.31 Granted 5,456 93.48 — — 18,190 105.16 Vested (4,525) 104.04 — — (16,804) 100.22 Forfeited or cancelled — — — — (3,031) 111.84 Unvested restricted stock at August 31, 2022 5,456 93.48 2,306 108.42 41,556 109.02 |
Summary of information about stock options outstanding | Options Outstanding Options Exercisable Exercise Prices Number Outstanding Weighted Avg. Remaining Contractual Life Weighted Average Exercise Price Aggregate Intrinsic Value Number Exercisable Weighted Average Exercise Price Aggregate Intrinsic Value $ 29.72 10,925 1.0 $ 29.72 $ 638 10,925 $ 29.72 $ 638 $ 35.50 13,372 2.0 $ 35.50 $ 704 13,372 $ 35.50 $ 704 $ 39.50 12,753 3.0 $ 39.50 $ 621 12,753 $ 39.50 $ 621 $ 64.37 32,920 4.0 $ 64.37 $ 783 32,920 $ 64.37 $ 783 $ 93.50 8,704 5.0 $ 93.50 $ — 8,704 $ 93.50 $ — $ 94.88 14,480 9.4 $ 94.88 $ — — $ 94.88 $ — $ 97.57 12,705 8.0 $ 97.57 $ — 8,615 $ 97.57 $ — $ 100.22 49,689 7.0 $ 100.22 $ — 49,689 $ 100.22 $ — $ 104.00 606 5.5 $ 104.00 $ — 606 $ 104.00 $ — $ 104.04 749 8.0 $ 104.04 $ — 499 $ 104.04 $ — $ 114.50 10,964 9.0 $ 114.50 $ — 3,655 $ 114.50 $ — $ 123.95 8,144 6.0 $ 123.95 $ — 8,144 $ 123.95 $ — 176,011 5.7 $ 80.88 $ 2,746 149,882 $ 77.39 $ 2,746 |
Summary of the transactions of the Company's stock option plans | Officers and Employees Weighted Average Exercise Price Options outstanding at August 31, 2019 101,254 $ 57.18 Granted 67,060 $ 100.22 Exercised (3,618) $ 34.21 Forfeited or cancelled — $ — Options outstanding at August 31, 2020 164,696 $ 75.21 Granted 15,594 $ 97.88 Exercised (7,546) $ 38.79 Forfeited or cancelled (18,435) $ 100.62 Options outstanding at August 31, 2021 154,309 $ 76.24 Granted 27,422 $ 104.14 Exercised (2,533) $ 16.00 Forfeited or cancelled (3,187) 108.36 Options outstanding at August 31, 2022 176,011 $ 80.88 Options exercisable at August 31, 2022 149,882 $ 77.39 |
Segment Data (Tables)
Segment Data (Tables) | 12 Months Ended |
Aug. 31, 2022 | |
Segment Data | |
Schedule of total assets for the Company's reportable segments | August 31, August 31, 2022 2021 Total Assets Adhesives, Sealants and Additives $ 153,784 $ 161,968 Industrial Tapes 87,751 72,301 Corrosion Protection and Waterproofing 33,037 31,067 Total for reportable segments 274,572 265,336 Corporate and common assets 337,008 138,823 Total $ 611,580 $ 404,159 |
Export Sales and Foreign Oper_2
Export Sales and Foreign Operations (Tables) | 12 Months Ended |
Aug. 31, 2022 | |
Export Sales and Foreign Operations | |
Schedule of revenue by country | Years Ended August 31, 2022 2021 2020 Revenue United States $ 281,754 $ 245,476 $ 226,690 United Kingdom 22,295 24,846 20,543 All other foreign (1) 21,611 23,014 13,929 Total $ 325,660 $ 293,336 $ 261,162 (1) Inclusive of sales originated from the Company’s French locations (including ABchimie for fiscal 2021), royalty revenue attributable to our licensed manufacturer in Asia, and Chase foreign manufacturing operations. |
Schedule of long-lived assets by country | August 31, August 31, 2022 2021 Long-Lived Assets United States Property, plant and equipment, net $ 21,300 $ 20,990 Goodwill and Intangible assets, less accumulated amortization 105,216 115,936 United Kingdom Property, plant and equipment, net 1,832 2,174 Goodwill and Intangible assets, less accumulated amortization 3,318 3,905 All other foreign Property, plant and equipment, net 1,116 1,103 Goodwill and Intangible assets, less accumulated amortization 20,287 24,979 Total Property, plant and equipment, net $ 24,248 $ 24,267 Goodwill and Intangible assets, less accumulated amortization $ 128,821 $ 144,820 |
Supplemental Cash Flow Data (Ta
Supplemental Cash Flow Data (Tables) | 12 Months Ended |
Aug. 31, 2022 | |
Supplemental Cash Flow Data | |
Schedule of supplemental cash flow information | 2022 2021 2020 Income taxes paid $ 15,017 $ 17,074 $ 11,186 Interest paid $ 282 $ 245 $ 230 Noncash Investing and Financing Activities Common stock received for payment of stock option exercises $ 40 $ 206 $ 123 Property, plant and equipment additions included in accounts payable $ 146 $ 256 $ 92 Supplemental cash flow information as related to acquisitions and divestitures for the years ended August 31, 2022, 2021 and 2020 is as follows: 2022 2021 2020 Acquisition of Emerging Technologies, Inc (ETi) Accounts receivable $ 481 Inventory 919 Prepaids and other current assets 8 Property, plant & equipment 7 Goodwill 2,451 Intangible assets 6,650 Accounts payable and accrued liabilities (519) Other liabilities (due to sellers) (1,000) Payments for acquisitions (8,997) Acquisition of ABchimie Accounts receivable $ 697 Inventory 239 Prepaids and other current assets 696 Property, plant & equipment 245 Goodwill 13,055 Intangible assets 12,055 Operating lease right-of-use asset 473 Deferred tax liability (3,387) Accounts payable and accrued liabilities (431) Operating lease liabilities (inclusive of short- and long-term) (473) Other liabilities (due to sellers) (928) Payments for acquisitions, net of cash received (22,241) Sale of Randolph, MA Property Asset held for sale $ (14) Gain on sale of real estate (1,791) Cash received from sale of real estate, net 1,805 Sale of Pawtucket, RI Location Asset held for sale $ (1,050) Gain on sale of real estate (760) Cash received from sale of real estate, net 1,810 |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 12 Months Ended |
Aug. 31, 2022 | |
Revenue from Contracts with Customers | |
Schedule of contract assets by reportable operating segment | August 31, August 31, 2022 2021 Contract Assets Adhesives, Sealants and Additives $ 55 $ 21 Industrial Tapes 123 82 Corrosion Protection and Waterproofing 3 25 Total $ 181 $ 128 |
Schedule of disaggregation of revenue | Year Ended August 31, 2022 Adhesives, Sealants Industrial Corrosion Protection Consolidated and Additives Tapes and Waterproofing Revenue Revenue North America $ 87,249 $ 127,988 $ 40,282 $ 255,519 Asia\Middle East 25,917 7,430 3,022 36,369 Europe 21,910 6,168 2,511 30,589 All other foreign 694 2,368 121 3,183 Total Revenue $ 135,770 $ 143,954 $ 45,936 $ 325,660 Year Ended August 31, 2021 Adhesives, Sealants Industrial Corrosion Protection Consolidated and Additives Tapes and Waterproofing Revenue Revenue North America $ 76,388 $ 106,084 $ 37,879 $ 220,351 Asia\Middle East 28,033 7,903 4,933 40,869 Europe 21,846 4,657 2,591 29,094 All other foreign 597 2,229 196 3,022 Total Revenue $ 126,864 $ 120,873 $ 45,599 $ 293,336 Year Ended August 31, 2020 Adhesives, Sealants Industrial Corrosion Protection Consolidated and Additives Tapes and Waterproofing Revenue Revenue North America $ 64,711 $ 105,911 $ 36,252 $ 206,874 Asia 17,877 7,150 6,361 31,388 Europe 13,201 3,286 3,047 19,534 All other foreign 419 2,613 334 3,366 Total Revenue $ 96,208 $ 118,960 $ 45,994 $ 261,162 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Aug. 31, 2022 | |
Fair Value Measurements | |
Schedule of financial assets and liabilities that were accounted for at fair value on a recurring basis | Fair value measurement category Quoted prices Significant other Significant Fair value in active markets observable inputs unobservable inputs measurement date Total (Level 1) (Level 2) (Level 3) Assets: Restricted investments August 31, 2022 $ 2,367 $ 2,125 $ 242 $ — Restricted investments August 31, 2021 $ 2,260 $ 2,016 $ 244 $ — Fair value measurement category Quoted prices Significant other Significant Fair value in active markets observable inputs unobservable inputs measurement date Total (Level 1) (Level 2) (Level 3) Liabilities: Long-term debt August 31, 2022 $ 180,000 $ — $ 180,000 $ — Contingent consideration August 31, 2022 $ 2,584 $ — $ — $ 2,584 Long-term debt August 31, 2021 $ — $ — $ — $ — Contingent consideration August 31, 2021 $ 2,537 $ — $ — $ 2,537 |
Net Income Per Share (Tables)
Net Income Per Share (Tables) | 12 Months Ended |
Aug. 31, 2022 | |
Net Income Per Share | |
Schedule of determination of earnings per share under the two-class method | Years Ended August 31, 2022 2021 2020 Net income $ 44,671 $ 44,920 $ 34,157 Less: Allocated to participating securities 297 309 273 Available to common shareholders $ 44,374 $ 44,611 $ 33,884 Basic weighted average shares outstanding 9,399,085 9,383,085 9,359,940 Additional dilutive common stock equivalents 35,256 45,331 79,810 Diluted weighted average shares outstanding 9,434,341 9,428,416 9,439,750 Net income available to common shareholders, per common and common equivalent share Basic $ 4.72 $ 4.75 $ 3.62 Diluted $ 4.70 $ 4.73 $ 3.59 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Tables) | 12 Months Ended |
Aug. 31, 2022 | |
Accumulated Other Comprehensive Income | |
Schedule of components of accumulated other comprehensive income (loss) | Change in Funded Foreign Currency Restricted Status of Translation Investments Pension Plans Adjustment Total Balance at August 31, 2020 $ 269 $ (8,317) $ (5,044) $ (13,092) Other comprehensive gains (losses) before reclassifications 297 (159) 1,295 1,433 Reclassifications to net income of previously deferred (gains) losses (48) 497 — 449 Other comprehensive income (loss) 249 338 1,295 1,882 Balance at August 31, 2021 $ 518 $ (7,979) $ (3,749) $ (11,210) Balance at August 31, 2021 $ 518 $ (7,979) $ (3,749) $ (11,210) Other comprehensive gains (losses) before reclassifications (282) 330 (9,582) (9,534) Reclassifications to net income of previously deferred (gains) losses (72) 449 — 377 Other comprehensive income (loss) (354) 779 (9,582) (9,157) Balance at August 31, 2022 $ 164 $ (7,200) $ (13,331) $ (20,367) |
Summary of the reclassifications from accumulated other comprehensive income (loss) to the condensed consolidated statements of income | Amount of Gain (Loss) Reclassified from Location of Gain (Loss) Accumulated Other Reclassified from Comprehensive Income Accumulated (Loss) into Income Other Comprehensive Year Ended Year Ended Income (Loss) August 31, 2022 August 31, 2021 into Income Gains on Restricted Investments: Realized loss (gain) on sale of restricted investments $ (96) $ (65) Selling, general and administrative expenses Tax expense (benefit) 24 17 Gain net of tax $ (72) $ (48) Loss on Funded Pension Plan adjustments: Amortization of prior pension service costs and unrecognized losses $ 596 $ 659 Other income (expense) Settlement and curtailment loss — — Other income (expense) Tax expense (benefit) (147) (162) Loss net of tax $ 449 $ 497 Total net loss reclassified for the period $ 377 $ 449 |
Valuation and Qualifying Acco_2
Valuation and Qualifying Accounts (Tables) | 12 Months Ended |
Aug. 31, 2022 | |
Valuation and Qualifying Accounts | |
Schedule of Company's accounts receivable reserve | Year ended Balance at Beginning of Year Charges to Operations Deductions to Reserves Balance at End of Year August 31, 2022 $ 451 $ 953 $ (794) $ 610 August 31, 2021 $ 438 $ 751 $ (738) $ 451 August 31, 2020 $ 739 $ 921 $ (1,222) $ 438 |
Schedule of Company's warranty reserve | Year ended Balance at Beginning of Year Charges to Operations Deductions to Reserves Balance at End of Year August 31, 2022 $ — $ — $ — $ — August 31, 2021 $ — $ — $ — $ — August 31, 2020 $ 37 $ — $ (37) $ — |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Acquisition (Details) $ / shares in Units, € in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||
Nov. 10, 2022 $ / shares | Sep. 01, 2022 USD ($) | Aug. 04, 2022 USD ($) | Feb. 05, 2021 USD ($) | Sep. 01, 2020 USD ($) | Sep. 01, 2020 EUR (€) | Jun. 25, 2018 | Apr. 30, 2020 USD ($) | Aug. 31, 2021 USD ($) | Feb. 28, 2021 USD ($) | May 31, 2020 USD ($) | Nov. 30, 2018 USD ($) | Aug. 31, 2018 USD ($) | Aug. 31, 2020 USD ($) | Feb. 29, 2020 USD ($) | Aug. 31, 2019 USD ($) | Aug. 31, 2021 USD ($) | Aug. 31, 2019 USD ($) | Aug. 31, 2022 USD ($) $ / shares | Aug. 31, 2021 USD ($) $ / shares | Aug. 31, 2020 USD ($) $ / shares | Aug. 31, 2019 USD ($) | Sep. 30, 2020 USD ($) | Sep. 30, 2020 EUR (€) | Sep. 01, 2020 EUR (€) | |
Basis of Presentation | |||||||||||||||||||||||||
Consideration paid in cash | $ 31,238,000 | ||||||||||||||||||||||||
Exit costs related to facilities | $ 842,000 | 977,000 | $ 807,000 | ||||||||||||||||||||||
Severance costs | $ 183,000 | ||||||||||||||||||||||||
Percentage of temporary reduction in the base salaries of its named Executive Officers and select members of Senior Management, as well as the cash compensation of the non-employee members of the Board | 20% | ||||||||||||||||||||||||
Asset Impairment Charges | $ 100,000 | 405,000 | |||||||||||||||||||||||
Gain on sale of property | $ 2,551,000 | ||||||||||||||||||||||||
Annual cash dividends declared per share | $ / shares | $ 1 | $ 1 | $ 0.80 | $ 0.80 | |||||||||||||||||||||
Adhesives, Sealants and Additives | |||||||||||||||||||||||||
Basis of Presentation | |||||||||||||||||||||||||
Exit costs related to facilities | $ 463,000 | $ 0 | |||||||||||||||||||||||
Newark | |||||||||||||||||||||||||
Basis of Presentation | |||||||||||||||||||||||||
Exit costs related to facilities | $ 977,000 | 147,000 | 977,000 | ||||||||||||||||||||||
Granite Falls Location | |||||||||||||||||||||||||
Basis of Presentation | |||||||||||||||||||||||||
Exit costs related to facilities | $ 0 | $ 559,000 | $ 526,000 | 0 | |||||||||||||||||||||
Pawtucket, RI manufacturing facility | |||||||||||||||||||||||||
Basis of Presentation | |||||||||||||||||||||||||
Exit costs related to facilities | $ 85,000 | $ 260,000 | $ 1,272,000 | $ 0 | |||||||||||||||||||||
Transition period | 2 months | ||||||||||||||||||||||||
Proceeds from the sale of property | $ 1,810,000 | 1,810,000 | $ 1,810,000 | ||||||||||||||||||||||
Gain on sale of property | $ 760,000 | 760,000 | 760,000 | ||||||||||||||||||||||
Anticipated future exit costs | $ 0 | ||||||||||||||||||||||||
Westwood, MA | |||||||||||||||||||||||||
Basis of Presentation | |||||||||||||||||||||||||
Exit costs related to facilities | 232,000 | ||||||||||||||||||||||||
Emerging Technologies | |||||||||||||||||||||||||
Basis of Presentation | |||||||||||||||||||||||||
Purchase price | $ 9,997,000 | ||||||||||||||||||||||||
Consideration paid in cash | $ 1,000,000 | 8,997,000 | 8,997,000 | ||||||||||||||||||||||
Consideration to be paid | $ 1,000,000 | 1,000,000 | |||||||||||||||||||||||
Threshold period within which the accrued consideration will be paid | 18 months | ||||||||||||||||||||||||
Acquisition related expenses | $ 128,000 | 128,000 | |||||||||||||||||||||||
ABchime | |||||||||||||||||||||||||
Basis of Presentation | |||||||||||||||||||||||||
Consideration paid in cash | 22,241,000 | ||||||||||||||||||||||||
Consideration to be paid | 928,000 | ||||||||||||||||||||||||
Acquisition related expenses | 274,000 | ||||||||||||||||||||||||
Consideration paid in cash | $ 22,241,000 | € 18,654 | |||||||||||||||||||||||
Potential earn out | $ 8,330,000 | $ 8,330,000 | € 7,000 | € 7,000 | |||||||||||||||||||||
NuCera Solutions | |||||||||||||||||||||||||
Basis of Presentation | |||||||||||||||||||||||||
Purchase price | $ 250,000,000 | ||||||||||||||||||||||||
Subsequent event | NuCera Solutions | |||||||||||||||||||||||||
Basis of Presentation | |||||||||||||||||||||||||
Purchase price | 250,000,000 | ||||||||||||||||||||||||
Consideration paid in cash | $ 70,000,000 | ||||||||||||||||||||||||
Outside the United States | |||||||||||||||||||||||||
Basis of Presentation | |||||||||||||||||||||||||
Cash | 28,951,000 | ||||||||||||||||||||||||
Maximum | |||||||||||||||||||||||||
Basis of Presentation | |||||||||||||||||||||||||
Cash, FDIC insured amount | $ 250,000 | ||||||||||||||||||||||||
Engineering Studies related to Facility Consolidation and Rationalization Initiative | |||||||||||||||||||||||||
Basis of Presentation | |||||||||||||||||||||||||
Business development cost | $ 0 | 150,000 | $ 200,000 | ||||||||||||||||||||||
Gain on refund | 170,000 | ||||||||||||||||||||||||
Asset Impairment Charges | $ 100,000 | 405,000 | |||||||||||||||||||||||
Gain on sale of property | $ 170,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - PPE (Details) $ in Thousands | 12 Months Ended |
Aug. 31, 2022 USD ($) segment | |
Goodwill | |
Number of operating segments | segment | 3 |
Loss on impairment of goodwill | $ | $ 0 |
Buildings and improvements | Minimum | |
Property, plant and equipment | |
Estimated useful life | 15 years |
Buildings and improvements | Maximum | |
Property, plant and equipment | |
Estimated useful life | 40 years |
Machinery and equipment | Minimum | |
Property, plant and equipment | |
Estimated useful life | 3 years |
Machinery and equipment | Maximum | |
Property, plant and equipment | |
Estimated useful life | 10 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Restricted Investments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | |
Restricted Investments and Deferred Compensation | |||
Restricted investments | $ 2,367 | $ 2,260 | |
Deferred compensation liabilities | 2,375 | 2,267 | |
Research and Product Development Costs | |||
Research and development expense | 4,415 | 4,056 | $ 4,007 |
Stock Based Compensation | |||
Stock-based compensation expense | $ 3,147 | $ 2,978 | $ 3,208 |
Weighted average assumptions used to estimate the fair value of options granted | |||
Expected Dividend yield (as a percent) | 0.80% | 0.70% | 0.70% |
Expected life | 6 years 3 months 18 days | 6 years | 6 years |
Expected volatility (as a percent) | 38.70% | 39.50% | 31% |
Risk-free interest rate (as a percent) | 1.30% | 0.40% | 1.40% |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Translation of Foreign Currency (Details) € in Thousands, $ in Thousands | Aug. 31, 2022 USD ($) | Aug. 31, 2021 USD ($) | Sep. 30, 2020 EUR (€) | Sep. 30, 2020 USD ($) | Sep. 01, 2020 EUR (€) | Sep. 01, 2020 USD ($) | Aug. 31, 2020 USD ($) |
Foreign Currency Translation Adjustment | |||||||
Translation of Foreign Currency | |||||||
Foreign currency translation adjustment | $ 442 | $ (512) | $ (911) | ||||
ABchime | |||||||
Translation of Foreign Currency | |||||||
Potential earn out | € 7,000 | $ 8,330 | € 7,000 | $ 8,330 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - ASU update (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Nov. 30, 2017 | Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | Sep. 01, 2019 | |
Recently Adopted Accounting Pronouncements | |||||
Package of practical expedients | true | ||||
Operating lease liability | $ 8,066 | $ 8,717 | |||
Operating lease liability, short-term | 1,448 | 1,515 | |||
Operating lease long-term liabilities | 6,618 | 7,202 | |||
Operating lease right-of-use asset | $ 8,596 | $ 9,312 | |||
Statutory tax rate (as a percent) | 35% | 21% | 21% | 21% | |
ASU 2016-02 | |||||
Recently Adopted Accounting Pronouncements | |||||
Operating lease liability | $ 9,644 | ||||
Operating lease liability, short-term | 2,071 | ||||
Operating lease long-term liabilities | 7,573 | ||||
Operating lease right-of-use asset | $ 10,200 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Aug. 31, 2022 | Aug. 31, 2021 |
Inventory | ||
Raw materials | $ 37,909 | $ 24,055 |
Work in process | 9,569 | 5,928 |
Finished goods | 15,561 | 11,234 |
Total Inventory | $ 63,039 | $ 41,217 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Aug. 31, 2022 | Aug. 31, 2021 |
Property, plant and equipment | ||
Property, plant and equipment, gross | $ 76,751 | $ 74,933 |
Accumulated depreciation | (52,503) | (50,666) |
Property, plant and equipment, net | 24,248 | 24,267 |
Land and improvements | ||
Property, plant and equipment | ||
Property, plant and equipment, gross | 4,994 | 5,020 |
Buildings | ||
Property, plant and equipment | ||
Property, plant and equipment, gross | 16,771 | 16,904 |
Machinery and equipment | ||
Property, plant and equipment | ||
Property, plant and equipment, gross | 49,458 | 49,505 |
Leasehold improvements | ||
Property, plant and equipment | ||
Property, plant and equipment, gross | 4,774 | 2,891 |
Construction in progress | ||
Property, plant and equipment | ||
Property, plant and equipment, gross | $ 754 | $ 613 |
Goodwill and Intangibles Asse_3
Goodwill and Intangibles Assets - Goodwill (Details) $ in Thousands | 12 Months Ended | |
Aug. 31, 2022 USD ($) segment | Aug. 31, 2021 USD ($) | |
Changes in the carrying value of goodwill | ||
Balance at the beginning of the period | $ 97,866 | $ 82,402 |
Foreign currency translation adjustment | (2,706) | (42) |
Balance at the end of the period | $ 95,160 | 97,866 |
Number of reporting units | segment | 3 | |
Number of operating segments | segment | 3 | |
Goodwill deductible for income tax purposes | $ 27,472 | 30,697 |
ABchime | ||
Changes in the carrying value of goodwill | ||
Balance at the beginning of the period | 13,055 | |
Acquisitions | 13,055 | |
Balance at the end of the period | 13,055 | |
Emerging Technologies | ||
Changes in the carrying value of goodwill | ||
Balance at the beginning of the period | 2,451 | |
Acquisitions | 2,451 | |
Balance at the end of the period | 2,451 | |
Adhesives, Sealants and Additives | ||
Changes in the carrying value of goodwill | ||
Balance at the beginning of the period | 65,945 | 50,487 |
Foreign currency translation adjustment | (2,673) | (48) |
Balance at the end of the period | 63,272 | 65,945 |
Adhesives, Sealants and Additives | ABchime | ||
Changes in the carrying value of goodwill | ||
Acquisitions | 13,055 | |
Adhesives, Sealants and Additives | Emerging Technologies | ||
Changes in the carrying value of goodwill | ||
Acquisitions | 2,451 | |
Industrial Tapes | ||
Changes in the carrying value of goodwill | ||
Balance at the beginning of the period | 21,215 | 21,215 |
Balance at the end of the period | 21,215 | 21,215 |
Corrosion Protection and Waterproofing | ||
Changes in the carrying value of goodwill | ||
Balance at the beginning of the period | 10,706 | 10,700 |
Foreign currency translation adjustment | (33) | 6 |
Balance at the end of the period | $ 10,673 | $ 10,706 |
Goodwill and Intangibles Asse_4
Goodwill and Intangibles Assets - Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | |
Goodwill and Other Intangibles | |||
Gross Carrying Value | $ 134,898 | $ 138,438 | |
Accumulated Amortization | 101,237 | 91,484 | |
Net Carrying Value | 33,661 | 46,954 | |
Aggregate amortization expense | 11,751 | $ 12,858 | $ 11,576 |
Estimated amortization expense | |||
2023 | 8,542 | ||
2024 | 7,334 | ||
2025 | 5,734 | ||
2026 | 4,937 | ||
2027 | $ 2,389 | ||
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 | 1,724 | 1,715 | |
Net Carrying Value | $ 36 | $ 45 | |
Formulas and technology | |||
Goodwill and Other Intangibles | |||
Weighted-Average Amortization Period | 7 years 9 months 18 days | 7 years 10 months 24 days | |
Gross Carrying Value | $ 10,730 | $ 10,987 | |
Accumulated Amortization | 9,961 | 9,769 | |
Net Carrying Value | $ 769 | $ 1,218 | |
Trade names | |||
Goodwill and Other Intangibles | |||
Weighted-Average Amortization Period | 5 years 10 months 24 days | 5 years 10 months 24 days | |
Gross Carrying Value | $ 8,673 | $ 8,836 | |
Accumulated Amortization | 8,407 | 8,285 | |
Net Carrying Value | $ 266 | $ 551 | |
Customer lists and relationships | |||
Goodwill and Other Intangibles | |||
Weighted-Average Amortization Period | 9 years 1 month 6 days | 9 years 2 months 12 days | |
Gross Carrying Value | $ 113,735 | $ 116,855 | |
Accumulated Amortization | 81,145 | 71,715 | |
Net Carrying Value | $ 32,590 | $ 45,140 |
Cash Surrender Value of Life _3
Cash Surrender Value of Life Insurance (Details) - USD ($) $ in Thousands | Aug. 31, 2022 | Aug. 31, 2021 |
Cash Surrender Value of Life Insurance | ||
Cash surrender value of life insurance | $ 4,450 | $ 4,450 |
John Hancock | ||
Cash Surrender Value of Life Insurance | ||
Cash surrender value of life insurance, gross | $ 4,450 | $ 4,450 |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) $ in Thousands | Jul. 27, 2021 | Dec. 15, 2016 | Aug. 31, 2022 |
Long-term debt | |||
Long-term Debt. | $ 180,000 | ||
All-revolving credit facility with a borrowing capacity of $150,000 | |||
Long-term debt | |||
Maximum borrowing capacity | $ 150,000 | ||
Additional borrowing capacity | $ 50,000 | ||
All-revolving credit facility with a borrowing capacity of $150,000 | London Interbank Offered Rate (LIBOR) | Minimum | |||
Long-term debt | |||
Interest rate margin on variable rate basis (as a percent) | 1% | ||
All-revolving credit facility with a borrowing capacity of $150,000 | London Interbank Offered Rate (LIBOR) | Maximum | |||
Long-term debt | |||
Interest rate margin on variable rate basis (as a percent) | 1.75% | ||
All-revolving credit facility with a borrowing capacity of $200,000 | |||
Long-term debt | |||
Long-term Debt. | 180,000 | ||
Maximum borrowing capacity | $ 200,000 | ||
Credit Agreement | |||
Long-term debt | |||
Long-term debt applicable interest rate | 5.50% | ||
Maximum borrowing capacity | $ 200,000 | ||
Additional borrowing capacity | $ 100,000 | ||
Net leverage ratio | 3.25 | ||
Consolidated interest coverage ratio | 3.50 | ||
Carrying value of direct and indirect domestic subsidiaries | $ 314,662 | ||
Term of debt | 5 years | ||
Term of potential debt | 10 years | ||
Credit Agreement | NuCera Solutions | |||
Long-term debt | |||
Long-term line of credit, noncurrent | $ 180,000 | ||
Credit Agreement | London Interbank Offered Rate (LIBOR) | |||
Long-term debt | |||
Interest payment due | 3 months | ||
Credit Agreement | London Interbank Offered Rate (LIBOR) | Minimum | |||
Long-term debt | |||
Interest rate margin on variable rate basis (as a percent) | 1% | ||
Credit Agreement | London Interbank Offered Rate (LIBOR) | Maximum | |||
Long-term debt | |||
Interest rate margin on variable rate basis (as a percent) | 1.75% |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Nov. 30, 2017 | Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | |
Effective income tax rate | ||||
Effective income tax rate | 23.80% | 23.30% | 24.60% | |
Statutory tax rate (as a percent) | 35% | 21% | 21% | 21% |
IRA Corporate alternative minimum tax rate | 15% | |||
IRA excise tax on repurchases of stock | 1% | |||
FDII deduction benefit | $ 728 | |||
Income tax benefit related to expiration of statute of limitations | $ 307 | |||
Additional component of total federal expense | $ 10,346 | $ 11,677 | $ 9,157 |
Income Taxes - Reconciliation (
Income Taxes - Reconciliation (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Nov. 30, 2017 | Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | |
Domestic and foreign pre-tax income | ||||
United States | $ 49,015 | $ 52,182 | $ 42,027 | |
Foreign | 9,583 | 6,412 | 3,293 | |
Income before income taxes | 58,598 | 58,594 | 45,320 | |
Current: | ||||
Federal | 10,346 | 11,677 | 9,157 | |
State | 2,589 | 782 | 1,813 | |
Foreign | 2,015 | 2,123 | 962 | |
Total current income tax provision | 14,950 | 14,582 | 11,932 | |
Deferred: | ||||
Federal | (775) | (832) | (520) | |
State | 47 | (124) | (184) | |
Foreign | (295) | 48 | (65) | |
Total deferred income tax provision (benefit) | (1,023) | (908) | (769) | |
Total income tax provision | $ 13,927 | $ 13,674 | $ 11,163 | |
Reconciliation of the effective income tax rate on continuing operations with the U.S. federal statutory income tax rate | ||||
Federal statutory rates (as a percent) | 35% | 21% | 21% | 21% |
Adjustment resulting from the tax effect of: | ||||
State and local taxes, net of federal benefit (as a percent) | 2.30% | 2.30% | 3% | |
Foreign tax rate differential (as a percent) | (0.30%) | (0.30%) | 0% | |
Adjustment to uncertain tax position (as a percent) | (0.50%) | 0.10% | (1.10%) | |
Transaction costs not deductible | 0.80% | 0% | 0.50% | |
Research credit generated (as a percent) | (0.10%) | (0.10%) | (0.10%) | |
Stock Compensation (as a percent) | 0% | (0.30%) | (0.30%) | |
Permanent items (as a percent) | 2.20% | 1.10% | 0.90% | |
GILTI and Subpart F, net of foreign tax credit | 0.20% | 0.30% | 0.30% | |
Other (as a percent) | (0.30%) | (0.40%) | 0.40% | |
Deferred income tax remeasurement (as a percent) | (0.50%) | 0.10% | 0% | |
Foreign Derived Intangible Income | (1.20%) | (1.10%) | 0% | |
Performance-based earnout contingency | 0.20% | 0.60% | 0% | |
Effective income tax rate (as a percent) | 23.80% | 23.30% | 24.60% |
Income Taxes - Uncertain Tax Po
Income Taxes - Uncertain Tax Positions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | |
Deferred tax assets: | |||
Allowance for doubtful accounts | $ 363 | $ 320 | |
Inventories | 715 | 520 | |
Accruals | 728 | 966 | |
Warranty reserve | 6 | 6 | |
Pension accrual | 1,872 | 2,386 | |
Deferred compensation | 559 | 545 | |
Foreign currency loss on previously taxed income | 56 | 96 | |
Loan finance costs | 3 | ||
Restricted stock grants | 495 | 327 | |
Non-qualified stock options | 323 | 347 | |
Lease liability | 2,208 | 2,328 | |
Foreign net operating loss, net of valuation allowance | 192 | ||
Other | 36 | 41 | |
Deferred tax assets, net | 7,361 | 8,077 | |
Deferred tax liabilities: | |||
Prepaid liabilities | (38) | (18) | |
Foreign intangibles | (2,099) | (3,156) | |
Right-of-use asset | (2,154) | (2,280) | |
Depreciation and amortization | 411 | (659) | |
Noncurrent deferred tax liabilities | (3,880) | (6,113) | |
Net deferred tax assets (liabilities) | 3,481 | 1,964 | |
Gross foreign operating loss carry forwards | 599 | ||
Foreign net operating loss, net of valuation allowance | 0 | ||
Adjustments to uncertain tax positions | |||
Balance, at beginning of the year | 2,190 | 1,941 | $ 2,324 |
Increase for tax positions related to the current year | 99 | 101 | |
Decreases for currency translation adjustments | (71) | ||
Increase (decrease) for tax positions related to prior years | 1,180 | (609) | |
Decreases for settlement of uncertain tax positions | (705) | ||
Increase for interest and penalties | 97 | 208 | 125 |
Decrease for lapses of statute of limitations | (495) | (434) | |
Balance, at end of year | 1,820 | $ 2,190 | $ 1,941 |
Accrued balances related to uncertain tax positions | |||
Accrued interest and penalty | 584 | ||
Increase in accrued interest and penalty charges recorded as tax benefit | 398 | ||
Anticipated change in uncertain tax positions over the next twelve-months | $ 330 |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Aug. 31, 2022 | Aug. 31, 2021 | |
Leases | ||
Package of practical expedients | true | |
Assets | ||
Operating lease right-of-use asset | $ 8,596 | $ 9,312 |
Liabilities | ||
Current (accrued expenses) | $ 1,448 | $ 1,515 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Accrued Liabilities, Current | Accrued Liabilities, Current |
Operating lease long-term liabilities | $ 6,618 | $ 7,202 |
Total lease liability | $ 8,066 | $ 8,717 |
Leases - Components Of Lease Co
Leases - Components Of Lease Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | |
Leases | |||
Operating lease cost | $ 3,332 | $ 3,772 | $ 3,783 |
Leases - Maturity Of Lease Liab
Leases - Maturity Of Lease Liability (Details) - USD ($) $ in Thousands | Aug. 31, 2022 | Aug. 31, 2021 |
Maturity of lease liability | ||
2023 | $ 1,651 | |
2024 | 1,576 | |
2025 | 1,418 | |
2026 | 1,173 | |
2027 | 792 | |
2028 and thereafter | 2,199 | |
Less: Interest | (743) | |
Lease liabilities | $ 8,066 | $ 8,717 |
Leases - Weighted Average Remai
Leases - Weighted Average Remaining Lease Term (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Aug. 31, 2022 | Aug. 31, 2021 | |
Operating lease | ||
Operating leases, Weighted average remaining lease term (years) | 6 years 6 months | 6 years 9 months 18 days |
Operating leases, Weighted average discount rate (percentage) | 2.80% | 3.10% |
Operating cash outflows from operating leases | $ 1,725 | $ 2,266 |
Total cash paid for amounts included in the measurement of lease liabilities | $ 1,725 | $ 2,266 |
Benefits and Pension Plans (Det
Benefits and Pension Plans (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | |
Benefits and Pension Plans | |||
Percent of participant's compensation | 3.50% | ||
Eligibility age for defined contribution plan | 21 years | ||
Minimum eligibility service period | 3 months | ||
Employer match of employee contributions of first percent of eligible compensation (as a percent) | 100% | ||
Percentage of eligible compensation, matched 100% by employer | 1% | ||
Employer match of employee contributions after the first percent of eligible compensation (as a percent) | 50% | ||
Maximum percentage of employee's annual salary, matched by employer | 3.50% | ||
Contribution expense | $ 942 | $ 844 | $ 852 |
Non-Qualified Deferred Savings Plan | |||
Recorded liability for Board of Directors and selected employees savings plan | $ 2,375 | $ 2,267 |
Benefits and Pension Plans - Ch
Benefits and Pension Plans - Changes in Plan Components (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | |
Change in benefit obligation | |||
Projected benefit obligation at beginning of year | $ 20,261 | $ 20,663 | $ 20,087 |
Service cost | 382 | 366 | 295 |
Interest cost | $ 384 | $ 341 | $ 451 |
Defined Benefit Plan, Net Periodic Benefit Cost (Credit), Interest Cost, Statement of Income or Comprehensive Income [Extensible Enumeration] | Other Nonoperating Income (Expense) | Other Nonoperating Income (Expense) | Other Nonoperating Income (Expense) |
Actuarial (gain) loss | $ (2,202) | $ 645 | $ 2,253 |
Benefits paid | (2,027) | (1,754) | (2,423) |
Projected benefit obligation at end of year | 16,798 | 20,261 | 20,663 |
Change in plan assets | |||
Fair value of plan assets at beginning of year | 9,280 | 8,168 | 7,859 |
Actual return on plan assets | (1,369) | 1,301 | 868 |
Employer contribution | 1,917 | 1,565 | 1,864 |
Benefits paid | (2,026) | (1,754) | (2,423) |
Fair value of plan assets at end of year | 7,802 | 9,280 | 8,168 |
Funded status | |||
Funded status at end of year | (8,996) | (10,981) | (12,495) |
Amounts recognized in consolidated balance sheets | |||
Current liabilities | (1,565) | (1,565) | (1,565) |
Noncurrent liabilities | (7,431) | (9,416) | (10,930) |
Net amount recognized in consolidated balance sheets | (8,996) | (10,981) | (12,495) |
Actuarial present value of benefit obligation and funded status | |||
Accumulated benefit obligations | 15,093 | 17,898 | 18,307 |
Projected benefit obligations | 16,798 | 20,261 | 20,663 |
Plan assets at fair value | 7,802 | 9,280 | 8,168 |
Amounts recognized in accumulated other comprehensive income | |||
Prior service cost | 37 | 40 | 44 |
Net actuarial loss | 8,659 | 9,674 | 10,595 |
Adjustment to pre-tax accumulated other comprehensive income | 8,696 | 9,714 | 10,639 |
Other changes in plan assets and benefit obligations recognized in other comprehensive income | |||
Net (gain)/loss | (439) | (884) | 711 |
Amortization of loss | (593) | (656) | (664) |
Supplemental plan assumption change | 17 | 619 | 1,065 |
Amortization of prior service cost | (3) | (3) | (3) |
Effect of settlement on accumulated other comprehensive income | (155) | ||
Total recognized in other comprehensive income | (1,018) | (924) | 954 |
Net periodic pension cost | 951 | 975 | 1,178 |
Total recognized in net periodic pension cost and other comprehensive income | (67) | 51 | 2,132 |
Estimated amounts that will be amortized from accumulated comprehensive income over the next fiscal year | |||
Prior service cost | 3 | 3 | 3 |
Net actuarial loss | 594 | 593 | 656 |
Components of net periodic benefit cost | |||
Service cost | 382 | 366 | 295 |
Interest cost | 384 | 341 | 451 |
Expected return on plan assets | $ (411) | $ (391) | $ (390) |
Defined Benefit Plan, Net Periodic Benefit (Cost) Credit, Expected Return (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Other Nonoperating Income (Expense) | Other Nonoperating Income (Expense) | Other Nonoperating Income (Expense) |
Amortization of prior service cost | $ 3 | $ 3 | $ 3 |
Defined Benefit Plan, Net Periodic Benefit Cost (Credit), Amortization of Prior Service Cost (Credit), Statement of Income or Comprehensive Income [Extensible Enumeration] | Other Nonoperating Income (Expense) | Other Nonoperating Income (Expense) | Other Nonoperating Income (Expense) |
Amortization of accumulated loss | $ 593 | $ 656 | $ 664 |
Defined Benefit Plan, Net Periodic Benefit (Cost) Credit, Amortization of Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Other Nonoperating Income (Expense) | Other Nonoperating Income (Expense) | Other Nonoperating Income (Expense) |
Curtailment and settlement loss | $ 155 | ||
Defined Benefit Plan, Net Periodic Benefit (Cost) Credit, Settlement and Curtailment Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Other Nonoperating Income (Expense) | Other Nonoperating Income (Expense) | Other Nonoperating Income (Expense) |
Net periodic benefit cost | $ 951 | $ 975 | $ 1,178 |
NEPTCO | |||
Change in plan assets | |||
Fair value of plan assets at beginning of year | 0 | ||
Fair value of plan assets at end of year | $ 0 | $ 0 | |
NEPTCO | Union Employees | |||
Pensions and Other Postretirement Benefits | |||
Period before retirement for determination of employee's average compensation | 5 years |
Benefits and Pension Plans - We
Benefits and Pension Plans - Weighted Average Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | |
Weighted-average assumptions used to determine benefit obligations | |||
Rate of compensation increase (as a percent) | 3.50% | 3.50% | 3.50% |
Weighted-average assumptions used to determine net periodic benefit cost | |||
Rate of compensation increase (as a percent) | 3.50% | 3.50% | 3.50% |
Qualified Plan. | |||
Weighted-average assumptions used to determine benefit obligations | |||
Discount rate (as a percent) | 4.21% | 2.15% | 1.92% |
Weighted-average assumptions used to determine net periodic benefit cost | |||
Discount rate (as a percent) | 2.15% | 1.92% | 2.58% |
Expected long term return on plan assets (as a percent) | 4.85% | 5.25% | 5.60% |
Reduction in discount rate used to estimate additional net periodic pension cost (as a percent) | 1% | ||
Additional net periodic pension cost from each 100 basis point reduction in the discount rate | $ 37 | ||
Reduction in expected return on plan assets used to estimate the increase in net periodic pension cost (as a percent) | 1% | ||
Additional net periodic pension cost from each 100 basis point reduction in the expected return on plan assets | $ 85 | ||
Supplemental plan | |||
Weighted-average assumptions used to determine benefit obligations | |||
Discount rate (as a percent) | 4.36% | 1.95% | 1.65% |
Weighted-average assumptions used to determine net periodic benefit cost | |||
Discount rate (as a percent) | 1.95% | 1.65% | 2.37% |
Additional net periodic pension cost from each 100 basis point reduction in the discount rate | $ (35) | ||
NEPTCO | Qualified Plan. | |||
Weighted-average assumptions used to determine net periodic benefit cost | |||
Discount rate (as a percent) | 2.29% | ||
Expected long term return on plan assets (as a percent) | 5.60% |
Benefits and Pension Plans - As
Benefits and Pension Plans - Asset Categories (Details) | 12 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | |
Qualified Plan | |||
Target allocation and weighted-average asset allocations | |||
Expected long term return on plan assets (as a percent) | 5.55% | ||
Qualified Plan. | |||
Target allocation and weighted-average asset allocations | |||
Total target allocation (as a percent) | 100% | 100% | 100% |
Percentage of Plan Assets | 100% | 100% | 100% |
Expected long term return on plan assets (as a percent) | 4.85% | 5.25% | 5.60% |
Equity Securities | Qualified Plan. | |||
Target allocation and weighted-average asset allocations | |||
Percentage of Plan Assets | 47% | 46% | 49% |
Equity Securities | Qualified Plan. | Minimum | |||
Target allocation and weighted-average asset allocations | |||
Total target allocation (as a percent) | 10% | 10% | 10% |
Equity Securities | Qualified Plan. | Maximum | |||
Target allocation and weighted-average asset allocations | |||
Total target allocation (as a percent) | 80% | 80% | 80% |
Debt Securities | Qualified Plan. | |||
Target allocation and weighted-average asset allocations | |||
Percentage of Plan Assets | 53% | 54% | 51% |
Debt Securities | Qualified Plan. | Minimum | |||
Target allocation and weighted-average asset allocations | |||
Total target allocation (as a percent) | 20% | 20% | 20% |
Debt Securities | Qualified Plan. | Maximum | |||
Target allocation and weighted-average asset allocations | |||
Total target allocation (as a percent) | 75% | 75% | 75% |
Other | Qualified Plan. | Minimum | |||
Target allocation and weighted-average asset allocations | |||
Total target allocation (as a percent) | 0% | 0% | 0% |
Other | Qualified Plan. | Maximum | |||
Target allocation and weighted-average asset allocations | |||
Total target allocation (as a percent) | 100% | 100% | 100% |
NEPTCO | Qualified Plan. | |||
Target allocation and weighted-average asset allocations | |||
Expected long term return on plan assets (as a percent) | 5.60% |
Benefits and Pension Plans - Fa
Benefits and Pension Plans - Fair Value (Details) - USD ($) $ in Thousands | Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | Aug. 31, 2019 |
Pensions and Other Postretirement Benefits | ||||
Fair value of plan assets | $ 7,802 | $ 9,280 | $ 8,168 | $ 7,859 |
Equity securities | ||||
Pensions and Other Postretirement Benefits | ||||
Fair value of plan assets | 3,667 | 4,241 | ||
Debt securities | ||||
Pensions and Other Postretirement Benefits | ||||
Fair value of plan assets | 4,135 | 5,039 | ||
Quoted prices in active markets (Level 1) | ||||
Pensions and Other Postretirement Benefits | ||||
Fair value of plan assets | 7,802 | 9,280 | ||
Quoted prices in active markets (Level 1) | Equity securities | ||||
Pensions and Other Postretirement Benefits | ||||
Fair value of plan assets | 3,667 | 4,241 | ||
Quoted prices in active markets (Level 1) | Debt securities | ||||
Pensions and Other Postretirement Benefits | ||||
Fair value of plan assets | $ 4,135 | $ 5,039 |
Benefits and Pension Plans - Fu
Benefits and Pension Plans - Future Benefit Payments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | |
Estimated future pension benefit payments | |||
2023 | $ 3,413 | ||
2024 | 2,004 | ||
2025 | 1,830 | ||
2026 | 1,802 | ||
2027 | 1,322 | ||
2028-2032 | 4,221 | ||
Employer contribution | $ 1,917 | $ 1,565 | $ 1,864 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||||||||||
Sep. 01, 2020 installment $ / shares shares | Sep. 01, 2019 installment $ / shares shares | Sep. 01, 2018 installment $ / shares shares | Sep. 01, 2017 shares | Sep. 01, 2016 installment shares | Jul. 31, 2022 shares | Feb. 28, 2022 $ / shares shares | Aug. 31, 2021 installment $ / shares shares | Apr. 30, 2021 shares | Feb. 28, 2021 $ / shares shares | Jan. 31, 2021 shares | Dec. 31, 2020 shares | May 31, 2020 shares | Feb. 29, 2020 shares | Aug. 31, 2019 $ / shares shares | Feb. 28, 2019 shares | Sep. 30, 2018 shares | Aug. 31, 2017 installment $ / shares shares | Aug. 31, 2022 $ / shares shares | May 31, 2022 shares | Feb. 28, 2022 $ / shares shares | Nov. 30, 2021 $ / shares shares | Aug. 31, 2021 installment $ / shares shares | Nov. 30, 2020 $ / shares shares | Aug. 31, 2020 item individual $ / shares shares | Feb. 29, 2020 shares | Aug. 31, 2019 installment $ / shares shares | Aug. 31, 2018 shares | May 31, 2018 installment $ / shares shares | Nov. 30, 2016 shares | Nov. 30, 2015 shares | Aug. 31, 2022 $ / shares shares | Aug. 31, 2021 installment $ / shares shares | Aug. 31, 2020 item individual $ / shares shares | Aug. 31, 2019 $ / shares shares | Aug. 31, 2018 shares | Apr. 30, 2022 shares | Nov. 30, 2005 shares | |
Number of Shares | ||||||||||||||||||||||||||||||||||||||
Unvested restricted stock, beginning balance (in shares) | 2,306 | 2,306 | ||||||||||||||||||||||||||||||||||||
Unvested restricted stock, ending balance (in shares) | 2,306 | 2,306 | 2,306 | |||||||||||||||||||||||||||||||||||
Weighted Average Grant Date Fair Value | ||||||||||||||||||||||||||||||||||||||
Unvested restricted stock, beginning balance (in dollars per share) | $ / shares | $ 108.42 | $ 108.42 | ||||||||||||||||||||||||||||||||||||
Unvested restricted stock, ending balance (in dollars per share) | $ / shares | $ 108.42 | $ 108.42 | $ 108.42 | |||||||||||||||||||||||||||||||||||
Non-employee directors | ||||||||||||||||||||||||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||||||||||||||||||||||
Shares granted | 5,456 | 4,635 | 4,906 | |||||||||||||||||||||||||||||||||||
Number of Shares | ||||||||||||||||||||||||||||||||||||||
Unvested restricted stock, beginning balance (in shares) | 4,906 | 4,599 | 4,525 | 4,906 | 4,525 | 4,906 | 4,599 | |||||||||||||||||||||||||||||||
Granted (in shares) | 5,456 | 4,635 | 4,906 | |||||||||||||||||||||||||||||||||||
Vested (in shares) | (4,525) | (5,016) | (4,599) | |||||||||||||||||||||||||||||||||||
Unvested restricted stock, ending balance (in shares) | 4,525 | 4,599 | 5,456 | 4,525 | 4,906 | 4,599 | 5,456 | 4,525 | 4,906 | 4,599 | ||||||||||||||||||||||||||||
Weighted Average Grant Date Fair Value | ||||||||||||||||||||||||||||||||||||||
Unvested restricted stock, beginning balance (in dollars per share) | $ / shares | $ 95.59 | $ 101.92 | $ 104.09 | $ 95.59 | $ 104.09 | $ 95.59 | $ 101.92 | |||||||||||||||||||||||||||||||
Granted (in dollars per share) | $ / shares | 93.48 | 104.09 | 95.59 | |||||||||||||||||||||||||||||||||||
Vested (in dollars per share) | $ / shares | 104.04 | 95.59 | 101.92 | |||||||||||||||||||||||||||||||||||
Unvested restricted stock, ending balance (in dollars per share) | $ / shares | $ 104.09 | $ 101.92 | $ 93.48 | $ 104.09 | $ 95.59 | $ 101.92 | $ 93.48 | $ 104.09 | $ 95.59 | $ 101.92 | ||||||||||||||||||||||||||||
Officers and employees | ||||||||||||||||||||||||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||||||||||||||||||||||
Shares granted | 18,190 | 9,499 | 43,841 | |||||||||||||||||||||||||||||||||||
Weighted Average Exercise Price (in dollars per share) | $ / shares | 77.39 | $ 77.39 | ||||||||||||||||||||||||||||||||||||
Shares forfeited | 3,031 | 6,195 | 3,126 | |||||||||||||||||||||||||||||||||||
Exercise price (in dollar per share) | $ / shares | $ 76.24 | $ 57.18 | $ 80.88 | $ 76.24 | $ 75.21 | $ 57.18 | $ 80.88 | $ 76.24 | $ 75.21 | $ 57.18 | ||||||||||||||||||||||||||||
Number of Shares | ||||||||||||||||||||||||||||||||||||||
Unvested restricted stock, beginning balance (in shares) | 59,875 | 44,355 | 43,201 | 59,875 | 43,201 | 59,875 | 44,355 | |||||||||||||||||||||||||||||||
Granted (in shares) | 18,190 | 9,499 | 43,841 | |||||||||||||||||||||||||||||||||||
Vested (in shares) | (16,804) | (19,978) | (25,195) | |||||||||||||||||||||||||||||||||||
Forfeited or cancelled (in shares) | (3,031) | (6,195) | (3,126) | |||||||||||||||||||||||||||||||||||
Unvested restricted stock, ending balance (in shares) | 43,201 | 44,355 | 41,556 | 43,201 | 59,875 | 44,355 | 41,556 | 43,201 | 59,875 | 44,355 | ||||||||||||||||||||||||||||
Weighted Average Grant Date Fair Value | ||||||||||||||||||||||||||||||||||||||
Unvested restricted stock, beginning balance (in dollars per share) | $ / shares | $ 97.72 | $ 67.18 | $ 107.31 | $ 97.72 | $ 107.31 | $ 97.72 | $ 67.18 | |||||||||||||||||||||||||||||||
Granted (in dollars per share) | $ / shares | 105.16 | 98.10 | 108.47 | |||||||||||||||||||||||||||||||||||
Vested (in dollars per share) | $ / shares | 100.22 | 80.13 | 61.51 | |||||||||||||||||||||||||||||||||||
Forfeited or cancelled (in dollars per share) | $ / shares | 111.84 | 103.86 | 123.19 | |||||||||||||||||||||||||||||||||||
Unvested restricted stock, ending balance (in dollars per share) | $ / shares | $ 107.31 | $ 67.18 | $ 109.02 | $ 107.31 | $ 97.72 | $ 67.18 | $ 109.02 | $ 107.31 | $ 97.72 | $ 67.18 | ||||||||||||||||||||||||||||
Non Employee Consultants and Advisors | ||||||||||||||||||||||||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||||||||||||||||||||||
Shares granted | 2,306 | |||||||||||||||||||||||||||||||||||||
Number of Shares | ||||||||||||||||||||||||||||||||||||||
Granted (in shares) | 2,306 | |||||||||||||||||||||||||||||||||||||
Unvested restricted stock, ending balance (in shares) | 2,306 | 2,306 | ||||||||||||||||||||||||||||||||||||
Weighted Average Grant Date Fair Value | ||||||||||||||||||||||||||||||||||||||
Granted (in dollars per share) | $ / shares | $ 108.42 | |||||||||||||||||||||||||||||||||||||
Unvested restricted stock, ending balance (in dollars per share) | $ / shares | $ 108.42 | $ 108.42 | ||||||||||||||||||||||||||||||||||||
Options | ||||||||||||||||||||||||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||||||||||||||||||||||
Common stock available for future issuance (in shares) | 924,767 | 924,767 | ||||||||||||||||||||||||||||||||||||
Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 77.39 | $ 77.39 | ||||||||||||||||||||||||||||||||||||
Options | Executive officers and other members of management | ||||||||||||||||||||||||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||||||||||||||||||||||
Number of equal annual installments | installment | 3 | 3 | 3 | |||||||||||||||||||||||||||||||||||
Options | Treasurer and Chief Financial Officer | ||||||||||||||||||||||||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||||||||||||||||||||||
Shares authorized | 14,480 | 14,480 | ||||||||||||||||||||||||||||||||||||
Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 94.88 | $ 94.88 | ||||||||||||||||||||||||||||||||||||
Options | Retired executive officer | ||||||||||||||||||||||||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||||||||||||||||||||||
Shares authorized | 2,351 | 18,129 | 836 | |||||||||||||||||||||||||||||||||||
Shares forfeited | 306 | |||||||||||||||||||||||||||||||||||||
Number of Shares | ||||||||||||||||||||||||||||||||||||||
Forfeited or cancelled (in shares) | (306) | |||||||||||||||||||||||||||||||||||||
Restricted stock | ||||||||||||||||||||||||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||||||||||||||||||||||
Shares forfeited | 2,472 | 2,694 | ||||||||||||||||||||||||||||||||||||
Number of Shares | ||||||||||||||||||||||||||||||||||||||
Forfeited or cancelled (in shares) | (2,472) | (2,694) | ||||||||||||||||||||||||||||||||||||
Restricted stock | Non-executive members of management | ||||||||||||||||||||||||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||||||||||||||||||||||
Number of grants | 1 | 1 | 2 | 1 | 2 | |||||||||||||||||||||||||||||||||
Number of non-executive members of management | individual | 2 | 2 | ||||||||||||||||||||||||||||||||||||
Shares forfeited | 432 | 298 | 559 | 570 | 437 | 447 | 952 | 407 | 461 | 299 | ||||||||||||||||||||||||||||
Number of Shares | ||||||||||||||||||||||||||||||||||||||
Forfeited or cancelled (in shares) | (432) | (298) | (559) | (570) | (437) | (447) | (952) | (407) | (461) | (299) | ||||||||||||||||||||||||||||
Restricted stock | Non-executive members of management | July 27, 2021 vesting date | ||||||||||||||||||||||||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||||||||||||||||||||||
Shares granted | 481 | |||||||||||||||||||||||||||||||||||||
Number of Shares | ||||||||||||||||||||||||||||||||||||||
Granted (in shares) | 481 | |||||||||||||||||||||||||||||||||||||
Restricted stock | Non-executive members of management | July 27, 2022 vesting date | ||||||||||||||||||||||||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||||||||||||||||||||||
Shares granted | 641 | |||||||||||||||||||||||||||||||||||||
Number of Shares | ||||||||||||||||||||||||||||||||||||||
Granted (in shares) | 641 | |||||||||||||||||||||||||||||||||||||
Restricted stock | Non-executive members of management | June 15, 2021 vesting date | ||||||||||||||||||||||||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||||||||||||||||||||||
Shares granted | 261 | |||||||||||||||||||||||||||||||||||||
Number of Shares | ||||||||||||||||||||||||||||||||||||||
Granted (in shares) | 261 | |||||||||||||||||||||||||||||||||||||
Restricted stock | Retired executive officer | ||||||||||||||||||||||||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||||||||||||||||||||||
Shares forfeited | 4,409 | |||||||||||||||||||||||||||||||||||||
Number of Shares | ||||||||||||||||||||||||||||||||||||||
Forfeited or cancelled (in shares) | (4,409) | |||||||||||||||||||||||||||||||||||||
Restricted stock | Non-employee directors | ||||||||||||||||||||||||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||||||||||||||||||||||
Shares granted | 456 | 4,525 | 110 | 4,906 | 4,599 | 5,000 | ||||||||||||||||||||||||||||||||
Vesting period | 12 months | 12 months | 12 months | 12 months | 12 months | |||||||||||||||||||||||||||||||||
Number of Shares | ||||||||||||||||||||||||||||||||||||||
Granted (in shares) | 456 | 4,525 | 110 | 4,906 | 4,599 | 5,000 | ||||||||||||||||||||||||||||||||
Restricted stock | Non Employee Consultants and Advisors | ||||||||||||||||||||||||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||||||||||||||||||||||
Shares granted | 2,306 | |||||||||||||||||||||||||||||||||||||
Vesting period | 2 years | |||||||||||||||||||||||||||||||||||||
Number of Shares | ||||||||||||||||||||||||||||||||||||||
Granted (in shares) | 2,306 | |||||||||||||||||||||||||||||||||||||
Performance and service based restricted stock | ||||||||||||||||||||||||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||||||||||||||||||||||
Shares granted | 521 | |||||||||||||||||||||||||||||||||||||
Number of Shares | ||||||||||||||||||||||||||||||||||||||
Granted (in shares) | 521 | |||||||||||||||||||||||||||||||||||||
Time-based restricted stock | ||||||||||||||||||||||||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||||||||||||||||||||||
Shares granted | 261 | |||||||||||||||||||||||||||||||||||||
Number of Shares | ||||||||||||||||||||||||||||||||||||||
Granted (in shares) | 261 | |||||||||||||||||||||||||||||||||||||
Time-based restricted stock | Executive officers | ||||||||||||||||||||||||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||||||||||||||||||||||
Shares granted | 16,312 | |||||||||||||||||||||||||||||||||||||
Number of equal annual installments | installment | 5 | |||||||||||||||||||||||||||||||||||||
Vesting period | 5 years | |||||||||||||||||||||||||||||||||||||
Number of Shares | ||||||||||||||||||||||||||||||||||||||
Granted (in shares) | 16,312 | |||||||||||||||||||||||||||||||||||||
Time-based restricted stock | Executive officers | August 31, 2019 vesting date | ||||||||||||||||||||||||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||||||||||||||||||||||
Shares granted | 7,768 | |||||||||||||||||||||||||||||||||||||
Number of Shares | ||||||||||||||||||||||||||||||||||||||
Granted (in shares) | 7,768 | |||||||||||||||||||||||||||||||||||||
Time-based restricted stock | Executive officers | August 31, 2021 vesting date | ||||||||||||||||||||||||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||||||||||||||||||||||
Shares granted | 8,544 | |||||||||||||||||||||||||||||||||||||
Number of Shares | ||||||||||||||||||||||||||||||||||||||
Granted (in shares) | 8,544 | |||||||||||||||||||||||||||||||||||||
2013 Plan | ||||||||||||||||||||||||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||||||||||||||||||||||
Shares authorized | 1,200,000 | 1,200,000 | ||||||||||||||||||||||||||||||||||||
Common stock available for future issuance (in shares) | 912,638 | 912,638 | ||||||||||||||||||||||||||||||||||||
2005 Incentive Plan | ||||||||||||||||||||||||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||||||||||||||||||||||
Shares authorized | 1,000,000 | |||||||||||||||||||||||||||||||||||||
Common stock available for future issuance (in shares) | 31,543 | 31,543 | ||||||||||||||||||||||||||||||||||||
2016 LTIP | Restricted stock | Non-executive members of management | October 20, 2020 Vesting date | ||||||||||||||||||||||||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||||||||||||||||||||||
Shares granted | 5,000 | |||||||||||||||||||||||||||||||||||||
Number of Shares | ||||||||||||||||||||||||||||||||||||||
Granted (in shares) | 5,000 | |||||||||||||||||||||||||||||||||||||
2017 LTIP | Executive officers and other members of management | ||||||||||||||||||||||||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||||||||||||||||||||||
Adjusted shares | 5,399 | |||||||||||||||||||||||||||||||||||||
2017 LTIP | Non-employee directors | ||||||||||||||||||||||||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||||||||||||||||||||||
Cumulative shares granted | 10,798 | |||||||||||||||||||||||||||||||||||||
2017 LTIP | Restricted stock | Non-executive members of management | August 31, 2021 vesting date | ||||||||||||||||||||||||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||||||||||||||||||||||
Shares granted | 8,805 | |||||||||||||||||||||||||||||||||||||
Number of Shares | ||||||||||||||||||||||||||||||||||||||
Granted (in shares) | 8,805 | |||||||||||||||||||||||||||||||||||||
2017 LTIP | Performance and service based restricted stock | Executive officers and other members of management | August 31, 2019 vesting date | ||||||||||||||||||||||||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||||||||||||||||||||||
Shares granted | 5,399 | |||||||||||||||||||||||||||||||||||||
Number of Shares | ||||||||||||||||||||||||||||||||||||||
Granted (in shares) | 5,399 | |||||||||||||||||||||||||||||||||||||
2017 LTIP | Time-based restricted stock | Executive officers and other members of management | August 31, 2019 vesting date | ||||||||||||||||||||||||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||||||||||||||||||||||
Shares granted | 5,367 | |||||||||||||||||||||||||||||||||||||
Number of Shares | ||||||||||||||||||||||||||||||||||||||
Granted (in shares) | 5,367 | |||||||||||||||||||||||||||||||||||||
2018 LTIP | Executive officers and other members of management | ||||||||||||||||||||||||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||||||||||||||||||||||
Shares granted | 572 | |||||||||||||||||||||||||||||||||||||
Cumulative shares granted | 4,821 | |||||||||||||||||||||||||||||||||||||
Number of Shares | ||||||||||||||||||||||||||||||||||||||
Granted (in shares) | 572 | |||||||||||||||||||||||||||||||||||||
2018 LTIP | Options | Non-executive members of management | ||||||||||||||||||||||||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||||||||||||||||||||||
Shares authorized | 606 | |||||||||||||||||||||||||||||||||||||
Number of equal annual allotments in which awards will vest | installment | 3 | |||||||||||||||||||||||||||||||||||||
Exercise price (in dollar per share) | $ / shares | $ 104 | |||||||||||||||||||||||||||||||||||||
2018 LTIP | Options | Executive officers and other members of management | ||||||||||||||||||||||||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||||||||||||||||||||||
Shares authorized | 9,622 | |||||||||||||||||||||||||||||||||||||
Number of equal annual installments | installment | 3 | |||||||||||||||||||||||||||||||||||||
Stock options expiring earlier (in shares) | 4,591 | |||||||||||||||||||||||||||||||||||||
Stock options expiring later (in shares) | 5,031 | |||||||||||||||||||||||||||||||||||||
Exercise price (in dollar per share) | $ / shares | $ 93.50 | |||||||||||||||||||||||||||||||||||||
2018 LTIP | Restricted stock | Non-executive members of management | 31 August, 2020 vesting date | ||||||||||||||||||||||||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||||||||||||||||||||||
Shares granted | 192 | |||||||||||||||||||||||||||||||||||||
Number of Shares | ||||||||||||||||||||||||||||||||||||||
Granted (in shares) | 192 | |||||||||||||||||||||||||||||||||||||
2018 LTIP | Restricted stock | Executive officers | August 20, 2019 vesting date | ||||||||||||||||||||||||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||||||||||||||||||||||
Shares granted | 609 | |||||||||||||||||||||||||||||||||||||
Number of Shares | ||||||||||||||||||||||||||||||||||||||
Granted (in shares) | 609 | |||||||||||||||||||||||||||||||||||||
2018 LTIP | Performance and service based restricted stock | Executive officers and other members of management | 31 August, 2020 vesting date | ||||||||||||||||||||||||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||||||||||||||||||||||
Shares granted | 4,249 | |||||||||||||||||||||||||||||||||||||
Number of Shares | ||||||||||||||||||||||||||||||||||||||
Granted (in shares) | 4,249 | |||||||||||||||||||||||||||||||||||||
2018 LTIP | Time-based restricted stock | Executive officers and other members of management | 31 August, 2020 vesting date | ||||||||||||||||||||||||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||||||||||||||||||||||
Shares granted | 3,473 | |||||||||||||||||||||||||||||||||||||
Number of Shares | ||||||||||||||||||||||||||||||||||||||
Granted (in shares) | 3,473 | |||||||||||||||||||||||||||||||||||||
2019 LTIP | Options | Non-executive members of management | ||||||||||||||||||||||||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||||||||||||||||||||||
Shares authorized | 483 | 483 | 483 | |||||||||||||||||||||||||||||||||||
Number of equal annual allotments in which awards will vest | installment | 3 | |||||||||||||||||||||||||||||||||||||
Exercise price (in dollar per share) | $ / shares | $ 99.38 | $ 99.38 | $ 99.38 | |||||||||||||||||||||||||||||||||||
2019 LTIP | Options | Executive officers and other members of management | ||||||||||||||||||||||||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||||||||||||||||||||||
Shares granted | 8,603 | |||||||||||||||||||||||||||||||||||||
Number of equal annual allotments in which awards will vest | installment | 3 | |||||||||||||||||||||||||||||||||||||
Exercise price (in dollar per share) | $ / shares | $ 123.95 | |||||||||||||||||||||||||||||||||||||
Number of Shares | ||||||||||||||||||||||||||||||||||||||
Granted (in shares) | 8,603 | |||||||||||||||||||||||||||||||||||||
2019 LTIP | Options | Executive officers and other members of management | August 31, 2028 vesting date | ||||||||||||||||||||||||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||||||||||||||||||||||
Shares forfeited | 3,927 | |||||||||||||||||||||||||||||||||||||
Number of Shares | ||||||||||||||||||||||||||||||||||||||
Forfeited or cancelled (in shares) | (3,927) | |||||||||||||||||||||||||||||||||||||
2019 LTIP | Options | Executive officers and other members of management | September 1, 2028 Vesting date | ||||||||||||||||||||||||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||||||||||||||||||||||
Shares forfeited | 4,676 | |||||||||||||||||||||||||||||||||||||
Number of Shares | ||||||||||||||||||||||||||||||||||||||
Forfeited or cancelled (in shares) | (4,676) | |||||||||||||||||||||||||||||||||||||
2019 LTIP | Restricted stock | ||||||||||||||||||||||||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||||||||||||||||||||||
Shares forfeited | 833 | |||||||||||||||||||||||||||||||||||||
Number of Shares | ||||||||||||||||||||||||||||||||||||||
Forfeited or cancelled (in shares) | (833) | |||||||||||||||||||||||||||||||||||||
2019 LTIP | Performance and service based restricted stock | Executive officers and other members of management | August 31, 2021 vesting date | ||||||||||||||||||||||||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||||||||||||||||||||||
Shares granted | 3,541 | 211 | ||||||||||||||||||||||||||||||||||||
Number of Shares | ||||||||||||||||||||||||||||||||||||||
Granted (in shares) | 3,541 | 211 | ||||||||||||||||||||||||||||||||||||
2019 LTIP | Time-based restricted stock | Executive officers and other members of management | August 31, 2021 vesting date | ||||||||||||||||||||||||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||||||||||||||||||||||
Shares granted | 3,068 | 132 | ||||||||||||||||||||||||||||||||||||
Number of Shares | ||||||||||||||||||||||||||||||||||||||
Granted (in shares) | 3,068 | 132 | ||||||||||||||||||||||||||||||||||||
2020 LTIP | Options | Executive officers and other members of management | ||||||||||||||||||||||||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||||||||||||||||||||||
Shares authorized | 13,418 | |||||||||||||||||||||||||||||||||||||
Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 100.22 | |||||||||||||||||||||||||||||||||||||
Stock options expiring earlier (in shares) | 6,218 | |||||||||||||||||||||||||||||||||||||
Stock options expiring later (in shares) | 7,200 | |||||||||||||||||||||||||||||||||||||
2020 LTIP | Restricted stock | Non-executive members of management | December 31 2021 vesting date | ||||||||||||||||||||||||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||||||||||||||||||||||
Shares granted | 432,616 | |||||||||||||||||||||||||||||||||||||
Number of Shares | ||||||||||||||||||||||||||||||||||||||
Granted (in shares) | 432,616 | |||||||||||||||||||||||||||||||||||||
2020 LTIP | Restricted stock | Non-executive members of management | December 31 2022 vesting date | ||||||||||||||||||||||||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||||||||||||||||||||||
Shares granted | 18,720 | |||||||||||||||||||||||||||||||||||||
Number of Shares | ||||||||||||||||||||||||||||||||||||||
Granted (in shares) | 18,720 | |||||||||||||||||||||||||||||||||||||
2020 LTIP | Restricted stock | Non-executive members of management | December 31 2024 vesting date | ||||||||||||||||||||||||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||||||||||||||||||||||
Shares granted | 19,768 | |||||||||||||||||||||||||||||||||||||
Number of Shares | ||||||||||||||||||||||||||||||||||||||
Granted (in shares) | 19,768 | |||||||||||||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||||||||||||
Number of Shares | ||||||||||||||||||||||||||||||||||||||
Granted (in shares) | 3,697 | |||||||||||||||||||||||||||||||||||||
2020 LTIP | Time-based restricted stock | Executive officers and other members of management | August 31, 2022 vesting date | ||||||||||||||||||||||||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||||||||||||||||||||||
Shares granted | 3,689 | |||||||||||||||||||||||||||||||||||||
Number of Shares | ||||||||||||||||||||||||||||||||||||||
Granted (in shares) | 3,689 | |||||||||||||||||||||||||||||||||||||
2021 LTIP | Options | Executive officers and other members of management | ||||||||||||||||||||||||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||||||||||||||||||||||
Shares authorized | 14,845 | |||||||||||||||||||||||||||||||||||||
Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 97.57 | |||||||||||||||||||||||||||||||||||||
Stock options expiring earlier (in shares) | 6,730 | |||||||||||||||||||||||||||||||||||||
Stock options expiring later (in shares) | 8,115 | |||||||||||||||||||||||||||||||||||||
2021 LTIP | Options | Non Employee Consultants and Advisors | ||||||||||||||||||||||||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||||||||||||||||||||||
Shares granted | 749 | |||||||||||||||||||||||||||||||||||||
Number of Shares | ||||||||||||||||||||||||||||||||||||||
Granted (in shares) | 749 | |||||||||||||||||||||||||||||||||||||
Weighted Average Grant Date Fair Value | ||||||||||||||||||||||||||||||||||||||
Granted (in dollars per share) | $ / shares | $ 104.04 | |||||||||||||||||||||||||||||||||||||
2021 LTIP | Performance and service based restricted stock | Executive officers and other members of management | August 31, 2022 vesting date | ||||||||||||||||||||||||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||||||||||||||||||||||
Shares granted | 3,304 | |||||||||||||||||||||||||||||||||||||
Number of Shares | ||||||||||||||||||||||||||||||||||||||
Granted (in shares) | 3,304 | |||||||||||||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||||||||||||
Number of Shares | ||||||||||||||||||||||||||||||||||||||
Granted (in shares) | 3,798 | |||||||||||||||||||||||||||||||||||||
2021 LTIP | Time-based restricted stock | Executive officers and other members of management | August 31, 2022 vesting date | ||||||||||||||||||||||||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||||||||||||||||||||||
Shares granted | 6,280 | |||||||||||||||||||||||||||||||||||||
Number of Shares | ||||||||||||||||||||||||||||||||||||||
Granted (in shares) | 6,280 | |||||||||||||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||||||||||||
Number of Shares | ||||||||||||||||||||||||||||||||||||||
Granted (in shares) | 4,919 | |||||||||||||||||||||||||||||||||||||
2022 LTIP | Options | Executive officers and other members of management | ||||||||||||||||||||||||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||||||||||||||||||||||
Shares authorized | 12,942 | 12,942 | 12,942 | |||||||||||||||||||||||||||||||||||
Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 114.50 | $ 114.50 | $ 114.50 | |||||||||||||||||||||||||||||||||||
Stock options expiring earlier (in shares) | 5,804 | |||||||||||||||||||||||||||||||||||||
Stock options expiring later (in shares) | 7,138 | |||||||||||||||||||||||||||||||||||||
Equity Retention Agreement | Treasurer and Chief Financial Officer | January 31, 2025 vesting date | ||||||||||||||||||||||||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||||||||||||||||||||||
Shares granted | 5,332 | |||||||||||||||||||||||||||||||||||||
Number of Shares | ||||||||||||||||||||||||||||||||||||||
Granted (in shares) | 5,332 | |||||||||||||||||||||||||||||||||||||
Equity Retention Agreement | Options | Executive officers | August 31, 2022 vesting date | ||||||||||||||||||||||||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||||||||||||||||||||||
Shares authorized | 53,642 | |||||||||||||||||||||||||||||||||||||
Exercise price (in dollar per share) | $ / shares | $ 100.22 | |||||||||||||||||||||||||||||||||||||
Equity Retention Agreement | Time-based restricted stock | Executive officers | August 31, 2022 vesting date | ||||||||||||||||||||||||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||||||||||||||||||||||
Shares granted | 15,945 | |||||||||||||||||||||||||||||||||||||
Number of Shares | ||||||||||||||||||||||||||||||||||||||
Granted (in shares) | 15,945 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Disclosures (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||
Jul. 31, 2022 | Feb. 28, 2021 | Feb. 29, 2020 | Feb. 28, 2019 | Feb. 28, 2022 | Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | Aug. 31, 2019 | |
Additional disclosures | |||||||||
Outstanding at the end of the period (in shares) | 2,306 | ||||||||
Unrecognized expense related to all stock-based compensation (in dollars) | $ 3,200 | ||||||||
Period over which unrecognized expense related to all stock based compensation will be recognized | 4 years | ||||||||
2005 Incentive Plan | |||||||||
Additional disclosures | |||||||||
Common stock available for future issuance (in shares) | 31,543 | ||||||||
Non-employee directors | |||||||||
Additional disclosures | |||||||||
Outstanding at the end of the period (in shares) | 5,456 | 4,525 | 4,906 | 4,599 | |||||
Officers and employees | |||||||||
Options Exercisable | |||||||||
Number Exercisable (in shares) | 149,882 | ||||||||
Weighted Average Exercise Price (in dollars per share) | $ 77.39 | ||||||||
Options outstanding | |||||||||
Options outstanding at the beginning of the period (in shares) | 154,309 | 164,696 | 101,254 | ||||||
Granted (in shares) | 27,422 | 15,594 | 67,060 | ||||||
Exercised (in shares) | (2,533) | (7,546) | (3,618) | ||||||
Forfeited or cancelled (in shares) | (3,187) | (18,435) | |||||||
Options outstanding at the end of the period (in shares) | 176,011 | 154,309 | 164,696 | ||||||
Weighted Average Exercise Price | |||||||||
Options outstanding at the beginning of the period (in dollars per share) | $ 76.24 | $ 75.21 | $ 57.18 | ||||||
Exercise price (in dollars per share) | 104.14 | 97.88 | 100.22 | ||||||
Exercised (in dollars per share) | 16 | 38.79 | 34.21 | ||||||
Forfeited or cancelled (in dollars per share) | 108.36 | 100.62 | |||||||
Options outstanding at the end of the period (in dollars per share) | $ 80.88 | $ 76.24 | $ 75.21 | ||||||
Additional disclosures | |||||||||
Outstanding at the end of the period (in shares) | 41,556 | 43,201 | 59,875 | 44,355 | |||||
Options | |||||||||
Options Outstanding | |||||||||
Number Outstanding (in shares) | 176,011 | ||||||||
Weighted Avg. Remaining Contractual Life | 5 years 8 months 12 days | ||||||||
Weighted Average Exercise Price (in dollars per share) | $ 80.88 | ||||||||
Aggregate Intrinsic Value (in dollars) | $ 2,746 | ||||||||
Options Exercisable | |||||||||
Number Exercisable (in shares) | 149,882 | ||||||||
Weighted Average Exercise Price (in dollars per share) | $ 77.39 | ||||||||
Aggregate Intrinsic Value (in dollars) | $ 2,746 | ||||||||
Additional disclosures | |||||||||
Weighted average grant date fair value of options granted (in dollars per share) | $ 37.71 | $ 34.45 | $ 29.79 | ||||||
Total pretax intrinsic value of stock options exercised (in dollars) | $ 195 | $ 558 | $ 311 | ||||||
Common stock available for future issuance (in shares) | 924,767 | ||||||||
Tax (expense) / benefit realized from stock options exercised, vesting of restricted stock and issuance of stock pursuant to grants of restricted stock units (in dollars) | $ 20 | $ 114 | $ 149 | ||||||
Unrecognized expense related to all stock-based compensation (in dollars) | $ 632 | ||||||||
Options | $29.72 | |||||||||
Options Outstanding | |||||||||
Number Outstanding (in shares) | 10,925 | ||||||||
Weighted Avg. Remaining Contractual Life | 1 year | ||||||||
Weighted Average Exercise Price (in dollars per share) | $ 29.72 | ||||||||
Aggregate Intrinsic Value (in dollars) | $ 638 | ||||||||
Options Exercisable | |||||||||
Number Exercisable (in shares) | 10,925 | ||||||||
Weighted Average Exercise Price (in dollars per share) | $ 29.72 | ||||||||
Aggregate Intrinsic Value (in dollars) | $ 638 | ||||||||
Options | $35.50 | |||||||||
Options Outstanding | |||||||||
Number Outstanding (in shares) | 13,372 | ||||||||
Weighted Avg. Remaining Contractual Life | 2 years | ||||||||
Weighted Average Exercise Price (in dollars per share) | $ 35.50 | ||||||||
Aggregate Intrinsic Value (in dollars) | $ 704 | ||||||||
Options Exercisable | |||||||||
Number Exercisable (in shares) | 13,372 | ||||||||
Weighted Average Exercise Price (in dollars per share) | $ 35.50 | ||||||||
Aggregate Intrinsic Value (in dollars) | $ 704 | ||||||||
Options | $39.50 | |||||||||
Options Outstanding | |||||||||
Number Outstanding (in shares) | 12,753 | ||||||||
Weighted Avg. Remaining Contractual Life | 3 years | ||||||||
Weighted Average Exercise Price (in dollars per share) | $ 39.50 | ||||||||
Aggregate Intrinsic Value (in dollars) | $ 621 | ||||||||
Options Exercisable | |||||||||
Number Exercisable (in shares) | 12,753 | ||||||||
Weighted Average Exercise Price (in dollars per share) | $ 39.50 | ||||||||
Aggregate Intrinsic Value (in dollars) | $ 621 | ||||||||
Options | $64.37 | |||||||||
Options Outstanding | |||||||||
Number Outstanding (in shares) | 32,920 | ||||||||
Weighted Avg. Remaining Contractual Life | 4 years | ||||||||
Weighted Average Exercise Price (in dollars per share) | $ 64.37 | ||||||||
Aggregate Intrinsic Value (in dollars) | $ 783 | ||||||||
Options Exercisable | |||||||||
Number Exercisable (in shares) | 32,920 | ||||||||
Weighted Average Exercise Price (in dollars per share) | $ 64.37 | ||||||||
Aggregate Intrinsic Value (in dollars) | $ 783 | ||||||||
Options | $93.50 | |||||||||
Options Outstanding | |||||||||
Number Outstanding (in shares) | 8,704 | ||||||||
Weighted Avg. Remaining Contractual Life | 5 years | ||||||||
Weighted Average Exercise Price (in dollars per share) | $ 93.50 | ||||||||
Options Exercisable | |||||||||
Number Exercisable (in shares) | 8,704 | ||||||||
Weighted Average Exercise Price (in dollars per share) | $ 93.50 | ||||||||
Options | $94.88 | |||||||||
Options Outstanding | |||||||||
Number Outstanding (in shares) | 14,480 | ||||||||
Weighted Avg. Remaining Contractual Life | 9 years 4 months 24 days | ||||||||
Weighted Average Exercise Price (in dollars per share) | $ 94.88 | ||||||||
Options Exercisable | |||||||||
Weighted Average Exercise Price (in dollars per share) | $ 94.88 | ||||||||
Options | $97.57 | |||||||||
Options Outstanding | |||||||||
Number Outstanding (in shares) | 12,705 | ||||||||
Weighted Avg. Remaining Contractual Life | 8 years | ||||||||
Weighted Average Exercise Price (in dollars per share) | $ 97.57 | ||||||||
Options Exercisable | |||||||||
Number Exercisable (in shares) | 8,615 | ||||||||
Weighted Average Exercise Price (in dollars per share) | $ 97.57 | ||||||||
Options | $100.22 | |||||||||
Options Outstanding | |||||||||
Number Outstanding (in shares) | 49,689 | ||||||||
Weighted Avg. Remaining Contractual Life | 7 years | ||||||||
Weighted Average Exercise Price (in dollars per share) | $ 100.22 | ||||||||
Options Exercisable | |||||||||
Number Exercisable (in shares) | 49,689 | ||||||||
Weighted Average Exercise Price (in dollars per share) | $ 100.22 | ||||||||
Options | $104.00 | |||||||||
Options Outstanding | |||||||||
Number Outstanding (in shares) | 606 | ||||||||
Weighted Avg. Remaining Contractual Life | 5 years 6 months | ||||||||
Weighted Average Exercise Price (in dollars per share) | $ 104 | ||||||||
Options Exercisable | |||||||||
Number Exercisable (in shares) | 606 | ||||||||
Weighted Average Exercise Price (in dollars per share) | $ 104 | ||||||||
Options | $104.04 | |||||||||
Options Outstanding | |||||||||
Number Outstanding (in shares) | 749 | ||||||||
Weighted Avg. Remaining Contractual Life | 8 years | ||||||||
Weighted Average Exercise Price (in dollars per share) | $ 104.04 | ||||||||
Options Exercisable | |||||||||
Number Exercisable (in shares) | 499 | ||||||||
Weighted Average Exercise Price (in dollars per share) | $ 104.04 | ||||||||
Options | $114.50 | |||||||||
Options Outstanding | |||||||||
Number Outstanding (in shares) | 10,964 | ||||||||
Weighted Avg. Remaining Contractual Life | 9 years | ||||||||
Weighted Average Exercise Price (in dollars per share) | $ 114.50 | ||||||||
Options Exercisable | |||||||||
Number Exercisable (in shares) | 3,655 | ||||||||
Weighted Average Exercise Price (in dollars per share) | $ 114.50 | ||||||||
Options | $123.50 | |||||||||
Options Outstanding | |||||||||
Number Outstanding (in shares) | 8,144 | ||||||||
Weighted Avg. Remaining Contractual Life | 6 years | ||||||||
Weighted Average Exercise Price (in dollars per share) | $ 123.95 | ||||||||
Options Exercisable | |||||||||
Number Exercisable (in shares) | 8,144 | ||||||||
Weighted Average Exercise Price (in dollars per share) | $ 123.95 | ||||||||
Restricted stock | |||||||||
Additional disclosures | |||||||||
Unrecognized expense related to all stock-based compensation (in dollars) | $ 2,568 | ||||||||
Restricted stock | Non-employee directors | |||||||||
Stockholders' Equity | |||||||||
Vesting period | 12 months | 12 months | 12 months | 12 months | 12 months |
Segment Data (Details)
Segment Data (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Feb. 28, 2021 USD ($) | Sep. 30, 2020 USD ($) | Aug. 31, 2020 USD ($) | May 31, 2020 USD ($) | Apr. 30, 2020 USD ($) | May 31, 2020 USD ($) | Nov. 30, 2018 USD ($) | Aug. 31, 2018 USD ($) | Aug. 31, 2020 USD ($) | Feb. 29, 2020 USD ($) | Aug. 31, 2019 USD ($) | Aug. 31, 2019 USD ($) | Aug. 31, 2022 USD ($) segment | Aug. 31, 2021 USD ($) | Aug. 31, 2020 USD ($) | Aug. 31, 2019 USD ($) | |
Segment data | ||||||||||||||||
Revenue | $ 325,660,000 | $ 293,336,000 | $ 261,162,000 | |||||||||||||
Income before income taxes | 58,598,000 | 58,594,000 | 45,320,000 | |||||||||||||
Total assets | 611,580,000 | 404,159,000 | ||||||||||||||
Interest | 425,000 | 297,000 | 246,000 | |||||||||||||
Depreciation | 3,547,000 | 3,946,000 | 4,015,000 | |||||||||||||
Amortization | 11,751,000 | 12,858,000 | 11,576,000 | |||||||||||||
Loss on upward adjustment of performance based earn out contingent consideration | $ 1,664,000 | |||||||||||||||
Loss on impairment of goodwill | $ 0 | |||||||||||||||
Number of operating segments | segment | 3 | |||||||||||||||
Severance costs | $ 183,000 | |||||||||||||||
Write-down of certain assets under construction | 100,000 | 405,000 | ||||||||||||||
Expenses related to acquisition | $ 128,000 | $ 4,000,000 | 128,000 | 274,000 | ||||||||||||
Pension related settlement costs | (155,000) | |||||||||||||||
Gain on sale of real estate (Note 19) | 2,551,000 | |||||||||||||||
Exit costs related to facilities | 842,000 | 977,000 | 807,000 | |||||||||||||
Pawtucket, RI manufacturing facility | ||||||||||||||||
Segment data | ||||||||||||||||
Gain on sale of real estate (Note 19) | $ 760,000 | 760,000 | 760,000 | |||||||||||||
Exit costs related to facilities | $ 85,000 | $ 260,000 | $ 1,272,000 | $ 0 | ||||||||||||
Granite Falls Location | ||||||||||||||||
Segment data | ||||||||||||||||
Exit costs related to facilities | $ 0 | $ 559,000 | $ 526,000 | 0 | ||||||||||||
Westwood, MA | ||||||||||||||||
Segment data | ||||||||||||||||
Exit costs related to facilities | 232,000 | |||||||||||||||
Adhesives, Sealants and Additives | ||||||||||||||||
Segment data | ||||||||||||||||
Revenue | 135,770,000 | 126,864,000 | 96,208,000 | |||||||||||||
Income before income taxes | 37,657,000 | 36,520,000 | 25,953,000 | |||||||||||||
Total assets | 153,784,000 | 161,968,000 | ||||||||||||||
Interest | 170,000 | 116,000 | 98,000 | |||||||||||||
Depreciation | 924,000 | 1,065,000 | 994,000 | |||||||||||||
Amortization | 10,466,000 | 10,685,000 | 9,313,000 | |||||||||||||
Exit costs related to facilities | 463,000 | 0 | ||||||||||||||
Adhesives, Sealants and Additives | ABchime | ||||||||||||||||
Segment data | ||||||||||||||||
Loss on upward adjustment of performance based earn out contingent consideration | 432,000 | |||||||||||||||
Adhesives, Sealants and Additives | Woburn, MA | ||||||||||||||||
Segment data | ||||||||||||||||
Exit costs related to facilities | 463,000 | |||||||||||||||
Adhesives, Sealants and Additives | Newark, CA | ||||||||||||||||
Segment data | ||||||||||||||||
Exit costs related to facilities | 147,000 | |||||||||||||||
Industrial Tapes | ||||||||||||||||
Segment data | ||||||||||||||||
Revenue | 143,954,000 | 120,873,000 | 118,960,000 | |||||||||||||
Income before income taxes | 41,387,000 | 37,407,000 | 31,237,000 | |||||||||||||
Total assets | 87,751,000 | 72,301,000 | ||||||||||||||
Interest | 170,000 | 83,000 | 111,000 | |||||||||||||
Depreciation | 1,568,000 | 1,718,000 | 1,746,000 | |||||||||||||
Amortization | 1,280,000 | 1,537,000 | 1,800,000 | |||||||||||||
Corrosion Protection and Waterproofing | ||||||||||||||||
Segment data | ||||||||||||||||
Revenue | 45,936,000 | 45,599,000 | 45,994,000 | |||||||||||||
Income before income taxes | 17,415,000 | 15,913,000 | 16,638,000 | |||||||||||||
Total assets | 33,037,000 | 31,067,000 | ||||||||||||||
Interest | 85,000 | 98,000 | 37,000 | |||||||||||||
Depreciation | 516,000 | 588,000 | 615,000 | |||||||||||||
Amortization | 5,000 | 636,000 | 463,000 | |||||||||||||
Construction Materials | Engineering Studies related to Facility Consolidation and Rationalization Initiative | ||||||||||||||||
Segment data | ||||||||||||||||
Write-down on certain other structural composites assets | $ 405,000 | |||||||||||||||
Gain on refund | $ 170,000 | |||||||||||||||
Reportable segments | ||||||||||||||||
Segment data | ||||||||||||||||
Income before income taxes | 96,459,000 | 89,840,000 | 73,828,000 | |||||||||||||
Total assets | 274,572,000 | 265,336,000 | ||||||||||||||
Corporate and common costs | ||||||||||||||||
Segment data | ||||||||||||||||
Income before income taxes | (37,861,000) | (31,246,000) | $ (28,508,000) | |||||||||||||
Total assets | $ 337,008,000 | 138,823,000 | ||||||||||||||
Severance costs | $ 183,000 | 183,000 | ||||||||||||||
Expenses related to acquisition | 274,000 | |||||||||||||||
Pension related settlement costs | 155,000 | |||||||||||||||
Corporate and common costs | Pawtucket, RI manufacturing facility | ||||||||||||||||
Segment data | ||||||||||||||||
Exit costs related to facilities | 85,000 | |||||||||||||||
Corporate and common costs | Randolph MA | ||||||||||||||||
Segment data | ||||||||||||||||
Gain on sale of real estate (Note 19) | $ 1,791,000 | 1,791,000 | ||||||||||||||
Corporate and common costs | Engineering Studies related to Facility Consolidation and Rationalization Initiative | ||||||||||||||||
Segment data | ||||||||||||||||
Business development cost | $ 150,000 |
Export Sales and Foreign Oper_3
Export Sales and Foreign Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | |
Concentration risk | |||
Export sales | $ 36,305 | $ 33,439 | $ 30,067 |
Revenue | 325,660 | 293,336 | 261,162 |
Property, plant and equipment, net | 24,248 | 24,267 | |
United States | |||
Concentration risk | |||
Revenue | 281,754 | 245,476 | 226,690 |
United Kingdom | |||
Concentration risk | |||
Revenue | 22,295 | 24,846 | 20,543 |
All other Foreign | |||
Concentration risk | |||
Revenue | 21,611 | 23,014 | $ 13,929 |
Long-lived assets | |||
Concentration risk | |||
Property, plant and equipment, net | 24,248 | 24,267 | |
Goodwill and Intangible assets, less accumulated amortization | 128,821 | 144,820 | |
Long-lived assets | United States | |||
Concentration risk | |||
Property, plant and equipment, net | 21,300 | 20,990 | |
Goodwill and Intangible assets, less accumulated amortization | 105,216 | 115,936 | |
Long-lived assets | United Kingdom | |||
Concentration risk | |||
Property, plant and equipment, net | 1,832 | 2,174 | |
Goodwill and Intangible assets, less accumulated amortization | 3,318 | 3,905 | |
Long-lived assets | All other Foreign | |||
Concentration risk | |||
Property, plant and equipment, net | 1,116 | 1,103 | |
Goodwill and Intangible assets, less accumulated amortization | $ 20,287 | $ 24,979 |
Supplemental Cash Flow Data (De
Supplemental Cash Flow Data (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||
Aug. 04, 2022 | Feb. 05, 2021 | Aug. 31, 2020 | Apr. 30, 2020 | May 31, 2020 | Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | Sep. 01, 2020 | |
Supplemental Cash Flow Data | |||||||||
Income taxes paid | $ 15,017 | $ 17,074 | $ 11,186 | ||||||
Interest paid | 282 | 245 | 230 | ||||||
Common stock received for payment of stock option exercises | 40 | 206 | 123 | ||||||
Property, plant and equipment additions included in accounts payable | 146 | 256 | 92 | ||||||
Acquisition of certain assets | |||||||||
Goodwill | $ 82,402 | $ 95,160 | 97,866 | 82,402 | |||||
Payments for acquisitions | (31,238) | ||||||||
Sale of business | |||||||||
Gain on sale of real estate | (2,551) | ||||||||
Randolph MA | |||||||||
Sale of business | |||||||||
Asset held for sale | (14) | (14) | |||||||
Gain on sale of real estate | (1,791) | (1,791) | |||||||
Cash proceeds | 1,805 | 1,805 | |||||||
Pawtucket, RI manufacturing facility | |||||||||
Sale of business | |||||||||
Asset held for sale | $ (1,050) | (1,050) | |||||||
Gain on sale of real estate | $ (760) | (760) | |||||||
Cash proceeds | $ 1,810 | $ 1,810 | $ 1,810 | ||||||
Emerging Technologies | |||||||||
Acquisition of certain assets | |||||||||
Accounts receivable | 481 | ||||||||
Inventory | 919 | ||||||||
Prepaid expenses and other current assets | 8 | ||||||||
Property, plant and equipment | 7 | ||||||||
Goodwill | $ 2,451 | 2,451 | |||||||
Intangible assets | 6,650 | ||||||||
Accounts payable and accrued expenses | (519) | ||||||||
Other liabilities (due to sellers) | (1,000) | (1,000) | |||||||
Payments for acquisitions | $ (1,000) | $ (8,997) | (8,997) | ||||||
ABchime | |||||||||
Acquisition of certain assets | |||||||||
Accounts receivable | 697 | ||||||||
Inventory | 239 | ||||||||
Prepaid expenses and other current assets | 696 | ||||||||
Property, plant and equipment | 245 | ||||||||
Goodwill | 13,055 | $ 13,055 | |||||||
Intangible assets | 12,055 | ||||||||
Operating lease right-of-use asset | 473 | ||||||||
Deferred tax liability | (3,387) | ||||||||
Accounts payable and accrued expenses | (431) | ||||||||
Operating lease liabilities (inclusive of short- and long-term) | (473) | ||||||||
Other liabilities (due to sellers) | (928) | ||||||||
Payments for acquisitions | $ (22,241) |
Acquisitions (Details)
Acquisitions (Details) € in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Aug. 04, 2022 USD ($) | Feb. 05, 2021 USD ($) | Sep. 01, 2020 USD ($) | Sep. 01, 2020 EUR (€) | Feb. 28, 2021 USD ($) | Aug. 31, 2022 USD ($) | Aug. 31, 2021 USD ($) | Aug. 31, 2020 USD ($) | Sep. 30, 2020 USD ($) | Sep. 30, 2020 EUR (€) | Sep. 01, 2020 EUR (€) | |
Acquisitions | |||||||||||
Consideration paid in cash | $ 31,238 | ||||||||||
Goodwill | $ 95,160 | 97,866 | $ 82,402 | ||||||||
Loss (gain) on contingent consideration | 432 | 1,664 | |||||||||
Emerging Technologies | |||||||||||
Acquisitions | |||||||||||
Consideration paid in cash | $ 1,000 | $ 8,997 | 8,997 | ||||||||
Purchase price | 9,997 | ||||||||||
Consideration to be paid | $ 1,000 | 1,000 | |||||||||
Threshold period within which the accrued consideration will be paid | 18 months | ||||||||||
Acquisition related expenses | $ 128 | 128 | |||||||||
Goodwill | $ 2,451 | 2,451 | |||||||||
ABchime | |||||||||||
Acquisitions | |||||||||||
Consideration paid in cash | $ 22,241 | € 18,654 | |||||||||
Consideration paid in cash | 22,241 | ||||||||||
Consideration to be paid | 928 | ||||||||||
Acquisition related expenses | $ 274 | ||||||||||
Performance-based earn out measurement period | 4 years | 4 years | |||||||||
Potential earn out | $ 8,330 | $ 8,330 | € 7,000 | € 7,000 | |||||||
Accrued earn out | 928 | 2,584 | € 780 | ||||||||
Goodwill | $ 13,055 | 13,055 | |||||||||
Loss (gain) on contingent consideration | $ 432 | $ 1,664 |
Revenue from Contracts with C_3
Revenue from Contracts with Customers - Contract Assets and Contract Liabilities (Details) - USD ($) $ in Thousands | Aug. 31, 2022 | Aug. 31, 2021 |
Contract Assets | ||
Contract assets | $ 181 | $ 128 |
Contract liabilities | 0 | 0 |
Adhesives, Sealants and Additives | ||
Contract Assets | ||
Contract assets | 55 | 21 |
Industrial Tapes | ||
Contract Assets | ||
Contract assets | 123 | 82 |
Corrosion Protection and Waterproofing | ||
Contract Assets | ||
Contract assets | $ 3 | $ 25 |
Revenue from Contracts with C_4
Revenue from Contracts with Customers - Disaggregation of revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | |
Revenue from Contracts with Customers | |||
Revenue | $ 325,660 | $ 293,336 | $ 261,162 |
Practical expedient - financing component | true | ||
North America | |||
Revenue from Contracts with Customers | |||
Revenue | $ 255,519 | 220,351 | 206,874 |
Asia/Middle East | |||
Revenue from Contracts with Customers | |||
Revenue | 36,369 | 40,869 | |
Asia | |||
Revenue from Contracts with Customers | |||
Revenue | 31,388 | ||
Europe | |||
Revenue from Contracts with Customers | |||
Revenue | 30,589 | 29,094 | 19,534 |
All other foreign | |||
Revenue from Contracts with Customers | |||
Revenue | 3,183 | 3,022 | 3,366 |
Adhesives, Sealants and Additives | |||
Revenue from Contracts with Customers | |||
Revenue | 135,770 | 126,864 | 96,208 |
Adhesives, Sealants and Additives | North America | |||
Revenue from Contracts with Customers | |||
Revenue | 87,249 | 76,388 | 64,711 |
Adhesives, Sealants and Additives | Asia/Middle East | |||
Revenue from Contracts with Customers | |||
Revenue | 25,917 | 28,033 | |
Adhesives, Sealants and Additives | Asia | |||
Revenue from Contracts with Customers | |||
Revenue | 17,877 | ||
Adhesives, Sealants and Additives | Europe | |||
Revenue from Contracts with Customers | |||
Revenue | 21,910 | 21,846 | 13,201 |
Adhesives, Sealants and Additives | All other foreign | |||
Revenue from Contracts with Customers | |||
Revenue | 694 | 597 | 419 |
Industrial Tapes | |||
Revenue from Contracts with Customers | |||
Revenue | 143,954 | 120,873 | 118,960 |
Industrial Tapes | North America | |||
Revenue from Contracts with Customers | |||
Revenue | 127,988 | 106,084 | 105,911 |
Industrial Tapes | Asia/Middle East | |||
Revenue from Contracts with Customers | |||
Revenue | 7,430 | 7,903 | |
Industrial Tapes | Asia | |||
Revenue from Contracts with Customers | |||
Revenue | 7,150 | ||
Industrial Tapes | Europe | |||
Revenue from Contracts with Customers | |||
Revenue | 6,168 | 4,657 | 3,286 |
Industrial Tapes | All other foreign | |||
Revenue from Contracts with Customers | |||
Revenue | 2,368 | 2,229 | 2,613 |
Corrosion Protection and Waterproofing | |||
Revenue from Contracts with Customers | |||
Revenue | 45,936 | 45,599 | 45,994 |
Corrosion Protection and Waterproofing | North America | |||
Revenue from Contracts with Customers | |||
Revenue | 40,282 | 37,879 | 36,252 |
Corrosion Protection and Waterproofing | Asia/Middle East | |||
Revenue from Contracts with Customers | |||
Revenue | 3,022 | 4,933 | |
Corrosion Protection and Waterproofing | Asia | |||
Revenue from Contracts with Customers | |||
Revenue | 6,361 | ||
Corrosion Protection and Waterproofing | Europe | |||
Revenue from Contracts with Customers | |||
Revenue | 2,511 | 2,591 | 3,047 |
Corrosion Protection and Waterproofing | All other foreign | |||
Revenue from Contracts with Customers | |||
Revenue | $ 121 | $ 196 | $ 334 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) € in Thousands, $ in Thousands | Aug. 31, 2022 USD ($) | Aug. 31, 2021 USD ($) | Sep. 01, 2020 USD ($) | Sep. 01, 2020 EUR (€) |
Fair value measurements | ||||
Long term debt outstanding | $ 180,000 | |||
ABchime | ||||
Fair value measurements | ||||
Contingent consideration | 2,584 | $ 928 | € 780 | |
Recurring basis | ||||
Fair value measurements | ||||
Restricted investments | 2,367 | $ 2,260 | ||
Long-term debt | $ 180,000 | 0 | ||
Long-term debt applicable interest rate | 5.50% | |||
Contingent consideration | $ 2,584 | 2,537 | ||
Recurring basis | Quoted prices in active markets (Level 1) | ||||
Fair value measurements | ||||
Restricted investments | 2,125 | 2,016 | ||
Recurring basis | Significant other observable inputs (Level 2) | ||||
Fair value measurements | ||||
Restricted investments | 242 | 244 | ||
Long-term debt | 180,000 | |||
Recurring basis | Significant unobservable inputs (Level 3) | ||||
Fair value measurements | ||||
Contingent consideration | $ 2,584 | $ 2,537 |
Net Income Per Share (Details)
Net Income Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | |
Basic Earnings per Share | |||
Net income | $ 44,671 | $ 44,920 | $ 34,157 |
Less: Allocated to participating securities | 297 | 309 | 273 |
Net income available to common shareholders | $ 44,374 | $ 44,611 | $ 33,884 |
Basic weighted average shares outstanding | 9,399,085 | 9,383,085 | 9,359,940 |
Net income per share - Basic (in dollars per share) | $ 4.72 | $ 4.75 | $ 3.62 |
Diluted Earnings per Share | |||
Net income | $ 44,671 | $ 44,920 | $ 34,157 |
Basic weighted average shares outstanding | 9,399,085 | 9,383,085 | 9,359,940 |
Additional dilutive common stock equivalents (in shares) | 35,256 | 45,331 | 79,810 |
Diluted weighted average shares outstanding | 9,434,341 | 9,428,416 | 9,439,750 |
Net income per share - Diluted (in dollars per share) | $ 4.70 | $ 4.73 | $ 3.59 |
Antidilutive securities | |||
Antidilutive stock options excluded from computation of earnings per share amount (in shares) | 96,912 | 59,508 | 11,183 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | |
Accumulated other comprehensive income | |||
Balance | $ 344,324 | $ 302,792 | $ 271,227 |
Total other comprehensive income (loss) | (9,157) | 1,882 | 2,620 |
Balance | 372,829 | 344,324 | 302,792 |
Accumulated Other Comprehensive Income (loss) | |||
Accumulated other comprehensive income | |||
Balance | (11,210) | (13,092) | (14,324) |
Other comprehensive gains (losses) before reclassifications | (9,534) | 1,433 | |
Reclassifications to net income of previously deferred (gains) losses | 377 | 449 | |
Total other comprehensive income (loss) | (9,157) | 1,882 | |
Balance | (20,367) | (11,210) | (13,092) |
Gains on Restricted Investments: | |||
Accumulated other comprehensive income | |||
Balance | 518 | 269 | |
Other comprehensive gains (losses) before reclassifications | (282) | 297 | |
Reclassifications to net income of previously deferred (gains) losses | (72) | (48) | |
Total other comprehensive income (loss) | (354) | 249 | |
Balance | 164 | 518 | 269 |
Loss on Funded Pension Plan adjustments: | |||
Accumulated other comprehensive income | |||
Balance | (7,979) | (8,317) | |
Other comprehensive gains (losses) before reclassifications | 330 | (159) | |
Reclassifications to net income of previously deferred (gains) losses | 449 | 497 | |
Total other comprehensive income (loss) | 779 | 338 | |
Balance | (7,200) | (7,979) | (8,317) |
Foreign Currency Translation Adjustment | |||
Accumulated other comprehensive income | |||
Balance | (3,749) | (5,044) | |
Other comprehensive gains (losses) before reclassifications | (9,582) | 1,295 | |
Total other comprehensive income (loss) | (9,582) | 1,295 | |
Balance | $ (13,331) | $ (3,749) | $ (5,044) |
Accumulated Other Comprehensi_4
Accumulated Other Comprehensive Income - Reclassifications (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | |
Accumulated other comprehensive income | |||
Selling, general and administrative expenses | $ (54,438) | $ (52,100) | $ (49,364) |
Amortization of prior pension service costs and unrecognized losses | $ 3 | $ 3 | $ 3 |
Defined Benefit Plan, Net Periodic Benefit Cost (Credit), Amortization of Prior Service Cost (Credit), Statement of Income or Comprehensive Income [Extensible Enumeration] | Other Nonoperating Income (Expense) | Other Nonoperating Income (Expense) | Other Nonoperating Income (Expense) |
Settlement and curtailment loss | $ (155) | ||
Tax expense (benefit) | $ (13,927) | $ (13,674) | (11,163) |
Net income (loss) | 44,671 | 44,920 | $ 34,157 |
Reclassification out of accumulated other comprehensive income (loss) | |||
Accumulated other comprehensive income | |||
Net income (loss) | 377 | 449 | |
Gains on Restricted Investments: | Reclassification out of accumulated other comprehensive income (loss) | |||
Accumulated other comprehensive income | |||
Selling, general and administrative expenses | (96) | (65) | |
Tax expense (benefit) | 24 | 17 | |
Net income (loss) | (72) | (48) | |
Loss on Funded Pension Plan adjustments: | Reclassification out of accumulated other comprehensive income (loss) | |||
Accumulated other comprehensive income | |||
Amortization of prior pension service costs and unrecognized losses | $ 596 | $ 659 | |
Defined Benefit Plan, Net Periodic Benefit Cost (Credit), Amortization of Prior Service Cost (Credit), Statement of Income or Comprehensive Income [Extensible Enumeration] | Other Nonoperating Income (Expense) | Other Nonoperating Income (Expense) | |
Tax expense (benefit) | $ (147) | $ (162) | |
Net income (loss) | $ 449 | $ 497 |
Sale of Real Estate (Details)
Sale of Real Estate (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Aug. 31, 2020 | Apr. 30, 2020 | May 31, 2020 | Aug. 31, 2020 | |
Assets held for sale | ||||
Gain on sale of assets | $ 2,551 | |||
Randolph MA | ||||
Assets held for sale | ||||
Proceeds from the sale of property | $ 1,805 | 1,805 | ||
Gain on sale of assets | $ 1,791 | 1,791 | ||
Pawtucket, RI manufacturing facility | ||||
Assets held for sale | ||||
Proceeds from the sale of property | $ 1,810 | $ 1,810 | 1,810 | |
Gain on sale of assets | $ 760 | $ 760 |
Operations Optimization Costs (
Operations Optimization Costs (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Jun. 25, 2018 | Apr. 30, 2020 | Aug. 31, 2021 | May 31, 2020 | Nov. 30, 2018 | Aug. 31, 2018 | Aug. 31, 2020 | Feb. 29, 2020 | Aug. 31, 2019 | Aug. 31, 2021 | Aug. 31, 2019 | Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | Aug. 31, 2019 | |
Operations Optimization Costs | |||||||||||||||
Percentage of temporary reduction in the base salaries of its named Executive Officers and select members of Senior Management, as well as the cash compensation of the non-employee members of the Board | 20% | ||||||||||||||
Severance costs | $ 183,000 | ||||||||||||||
Write-down of certain assets under construction | $ 100,000 | $ 405,000 | |||||||||||||
Exit costs related to facilities | $ 842,000 | 977,000 | 807,000 | ||||||||||||
Gain on sale of property | 2,551,000 | ||||||||||||||
Newark | |||||||||||||||
Operations Optimization Costs | |||||||||||||||
Exit costs related to facilities | $ 977,000 | 147,000 | 977,000 | ||||||||||||
Granite Falls Location | |||||||||||||||
Operations Optimization Costs | |||||||||||||||
Exit costs related to facilities | $ 0 | $ 559,000 | $ 526,000 | 0 | |||||||||||
Pawtucket, RI manufacturing facility | |||||||||||||||
Operations Optimization Costs | |||||||||||||||
Restructuring Period | 2 months | ||||||||||||||
Exit costs related to facilities | 85,000 | $ 260,000 | $ 1,272,000 | $ 0 | |||||||||||
Anticipated future exit costs | 0 | ||||||||||||||
Proceeds from the sale of property | $ 1,810,000 | 1,810,000 | 1,810,000 | ||||||||||||
Gain on sale of property | $ 760,000 | $ 760,000 | 760,000 | ||||||||||||
Westwood, MA | |||||||||||||||
Operations Optimization Costs | |||||||||||||||
Exit costs related to facilities | 232,000 | ||||||||||||||
Westwood, MA | |||||||||||||||
Operations Optimization Costs | |||||||||||||||
Exit costs related to facilities | 232,000 | ||||||||||||||
Engineering Studies related to Facility Consolidation and Rationalization Initiative | |||||||||||||||
Operations Optimization Costs | |||||||||||||||
Business Development | 0 | 150,000 | $ 200,000 | ||||||||||||
Write-down of certain assets under construction | $ 100,000 | 405,000 | |||||||||||||
Gain on sale of property | $ 170,000 | ||||||||||||||
Adhesives, Sealants and Additives | |||||||||||||||
Operations Optimization Costs | |||||||||||||||
Exit costs related to facilities | 463,000 | $ 0 | |||||||||||||
Adhesives, Sealants and Additives | Woburn, MA | |||||||||||||||
Operations Optimization Costs | |||||||||||||||
Exit costs related to facilities | $ 463,000 |
Valuation and Qualifying Acco_3
Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | |
Accounts receivable reserve | |||
Changes in valuation allowances and reserves | |||
Balance at Beginning of Year | $ 451 | $ 438 | $ 739 |
Charges to Operations | 953 | 751 | 921 |
Deductions to Reserves | (794) | (738) | (1,222) |
Balance at End of Year | 610 | 451 | 438 |
Warranty reserve | |||
Changes in valuation allowances and reserves | |||
Balance at Beginning of Year | 0 | 0 | 37 |
Deductions to Reserves | (37) | ||
Balance at End of Year | $ 0 | $ 0 | $ 0 |
Subsequent Events (Details)
Subsequent Events (Details) $ / shares in Units, € in Thousands, $ in Thousands | 12 Months Ended | ||||||
Nov. 10, 2022 USD ($) $ / shares | Sep. 01, 2022 USD ($) | Sep. 01, 2020 USD ($) | Sep. 01, 2020 EUR (€) | Aug. 31, 2022 USD ($) $ / shares | Aug. 31, 2021 USD ($) $ / shares | Aug. 31, 2020 USD ($) $ / shares | |
Subsequent Events | |||||||
Annual cash dividends declared per share | $ / shares | $ 1 | $ 1 | $ 0.80 | $ 0.80 | |||
Annual cash dividend declared | $ 9,494 | $ 9,460 | $ 7,557 | $ 7,539 | |||
ABchime | |||||||
Subsequent Events | |||||||
Payments for acquisitions | $ 22,241 | € 18,654 | |||||
NuCera Solutions | |||||||
Subsequent Events | |||||||
Purchase price | $ 250,000 | ||||||
NuCera Solutions | Subsequent event | |||||||
Subsequent Events | |||||||
Purchase price | 250,000 | ||||||
Consideration transferred, utilizing line of credit | 180,000 | ||||||
Payments for acquisitions | 70,000 | ||||||
Acquisition transaction costs | $ 4,000 |