SECURITIES AND EXCHANGE COMMISSION Washington, D.C., 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended November 30, 1998 Commission File Number: 1-9852 CHASE CORPORATION (Exact name of registrant as specified in its charter) Massachusetts 11-1797126 (State or other jurisdiction of (I.R.S. Employer incorporation of organization) Identification No.) 26 Summer Street Bridgewater, Massachusetts 02324 (Address of principal executive offices) (Zip Code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes X No Common Shares Outstanding as of December 31, 1998 3,889,681 PART 1: FINANCIAL INFORMATION CHASE CORPORATION CONSOLIDATED BALANCE SHEET ASSETS Nov. 30 Aug.31 1998 1998 (UNAUDITED) (AUDITED) CURRENT ASSETS Cash and cash equivalents $ 1,499,260 $ 2,296,384 Trade receivables,less allowance for doubtful accounts of $219,300 and $201,135 respectively 6,547,177 7,320,022 Note receivable from related party 46,407 46,406 Inventories(Note B) Finished and in process 2,088,011 1,671,770 Raw materials 2,896,151 3,064,684 ------------ ----------- 4,984,162 4,736,454 Prepaid expenses & other curr assets 532,477 380,062 Deferred taxes 90,294 90,294 ------------ ----------- TOTAL CURRENT ASSETS 13,699,777 14,869,622 PROPERTY, PLANT AND EQUIPMENT Land and improvements 322,423 332,536 Buildings 2,269,999 2,385,647 Machinery & equipment 11,869,939 11,763,321 Construction in progress 1,392,599 532,628 ------------ ----------- 15,854,960 15,014,132 Less allowance for depreciation 10,106,081 9,904,243 ------------ ----------- 5,748,879 5,109,889 OTHER ASSETS Note receivable from related party Excess of cost over net assets of acquired businesses less amortization 1,085,705 1,106,462 Patents, agreements and trademarks less amortization 1,019,674 1,044,404 Cash surrender value of life ins. net 2,550,884 2,423,851 Deferred taxes 86,766 72,266 Investment in joint venture 546,797 486,795 Other 258,184 148,497 ------------ ----------- 5,548,010 5,282,275 ------------ ----------- $ 24,996,666 $ 25,261,786 ============ =========== LIABILITIES AND STOCKHOLDERS' EQUITY Nov. 30 Aug.31 1998 1998 (UNAUDITED) (AUDITED) CURRENT LIABILITIES Accounts payable $ 2,783,168 $ 2,848,199 Notes payable 1,192,538 1,136,000 Accrued expenses 2,265,568 3,227,937 Accrued pension expense - current 289,478 289,478 Income taxes (432,688) (134,809) Deferred compensation 41,999 41,999 Current portion of L.T. debt 194,663 287,317 ------------ ----------- TOTAL CURRENT LIABILITIES 6,334,726 7,696,121 LONG-TERM DEBT, less current portion 590,056 682,576 Long-term deferred compensation obligations 297,318 199,131 ACCRUED PENSION EXPENSE 296,927 201,369 Minority interest 4,105 58,923 STOCKHOLDERS' EQUITY First Serial Preferred Stock, par value $1.00 a share authorized 100,000 shares; (issued-none) Common Stock. par value $.10 a share, Authorized 10,000,000 shares; issued and outstanding 4,978,265 shares at Nov. 30, 1998 and 4,977,650 shares at Aug. 31, 1998 respectively 497,826 497,765 Additional paid-in capital 3,394,629 3,370,066 Treasury Stock, 1,088,584 and 1,072,084 shares at Nov. 30, 1998, and August 31, 1998, resp (4,687,565) (4,535,476) Cum. G/(L) on currency translation (222,203) (238,728) Retained earnings 18,490,847 17,330,039 ------------ ----------- 17,473,534 16,423,666 ------------ ----------- $ 24,996,666 $ 25,261,786 ============ =========== See accompanying notes to the consolidated financial statements and accountants' review report. CHASE CORPORATION STATEMENT OF CONSOLIDATED OPERATIONS (UNAUDITED) 3 Months End Nov.30 Nov.30 1998 1997 Sales $ 11,511,910 $ 11,557,583 Comm. and other income 84,518 61,491 Interest 19,980 2,152 11,616,408 11,621,226 Cost and Expenses Cost of products sold(Note B) 7,456,552 7,345,511 Sell.,gen. and admin. expen. 2,368,038 2,762,324 Bad debt expense 12,300 4,634 Interest expense 40,228 76,615 Certain divisions used estimated gross profit rates to determine the cost of goods sold. No significant adjustments have resulted from reconciling with the interim physical inventories as a result of using this method. Note C - Income per Share of Common Stock Income per share is based on the average number of shares and share equivalents outstanding during the period. The average number of shares and share equivalents outstanding used in determining primary per share results was 3,903,674 for the period of three months ended November 30, 1996. Earnings per share on a fully diluted basis are calculated on 3,907,130 common shares and share equivalents. Common share equivalents arise from the issuance of certain stock options. Note D - Stock Issued for Compensation The Company issued 100,000 shares of common stock restricted as to sale to its president. The fair market value of the stock at time of grant is being amortized over the eight year vesting period. The restriction on sale is removed at the end of nine years subject to certain service requirements. Note E - Review by Independent Public Accountant The financial information included in this form has been reviewed by an independent public accountant in accordance with established professional standards and procedures. Based upon such review, no adjustments or additional disclosures were recommended. Letter from the independent public accountant is included as a part of this report. ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K (A) Exhibits Reg. S-K Item 601 Subsection Description of Exhibit State Page Number Pursuant to reg. S-K item 601 no exhibits are required. (b) Reports on Form 8-K No 8-K reports were filed during the three months ended November 30, 1998. No financial statements were filed during the three months ended November 30, 1998. Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. CHASE CORPORATION /s/ Peter R. Chase Peter R. Chase, President & CEO Dated: January 12, 1999