8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 22, 2012

Commission File Number: 1-9852

CHASE CORPORATION

(Exact name of registrant as specified in its charter)

Massachusetts	11-1797126
(State or other jurisdiction of incorporation of organization)	(I.R.S. Employer Identification No.)

26 Summer Street, Bridgewater, Massachusetts 02324

(Address of Principal Executive Offices, Including Zip Code)

(508) 819-4200

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 2 — Financial Information

Item 2.02 - Results of Operations and Financial Condition

On October 23, 2012, Chase Corporation announced its fourth quarter results for the fiscal year ended August 31, 2012. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Section 5 - Corporate Governance and Management

Item 5.02 – Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

(b) Departure of Directors

On October 22, 2012, Chase Corporation (the “Company”) was advised by J. Brooks Fenno that he would not be standing for reelection to the Board of Directors. Mr. Fenno’s resignation will be effective February 5, 2013, the date of the Company’s annual shareholders meeting. Mr. Fenno’s resignation is not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Section 9 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
99.1	Press release issued by Chase Corporation on October 23, 2012 announcing its fourth quarter of fiscal year 2012 financial results.

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SIGNATURES

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
Dated: October 23, 2012	By:	/s/ Kenneth L. Dumas
		Kenneth L. Dumas
		Chief Financial Officer and Treasurer

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release issued by Chase Corporation on October 23, 2012 announcing its fourth quarter of fiscal year 2012 financial results.

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EX-99.1

Exhibit 99.1

A Leading Manufacturer of Protective Materials for High Reliability Applications

CHASE CORPORATION ANNOUNCES FISCAL 2012 RESULTS

REVENUES OF $148.9 MILLION

APPROVES ANNUAL DIVIDEND OF $0.40 PER SHARE

Bridgewater, MA — October 23, 2012 — Chase Corporation (NYSE MKT: CCF) today reported revenues of $148.9 million for the fiscal year ended August 31, 2012.  This represents an increase of 21.0% compared to $123.0 million in fiscal 2011.  Fiscal 2012 includes revenues of $14.8 million from the Company’s June 2012 acquisition of NEPTCO, Inc.  Net income was $9.34 million or $1.03 per share in fiscal 2012 compared to $10.93 million or $1.22 per share in the prior year. Adjusting for acquisition costs, expense related to inventory step up in fair value and defined benefit plan settlement costs, net income was $12.55 million or $1.38 per share in fiscal 2012 as outlined in the table below.

Revenues for the fourth quarter ended August 31, 2012 were $52.2 million.  This represents an increase of 58.7% compared to $32.9 million in the prior year period.  The increase of $19.3 million includes revenues of $14.8 million from NEPTCO, Inc.  Net income was $2.44 million or $0.27 per share in the current quarter compared to $3.62 million or $0.40 per share in fiscal 2011. Adjusting for acquisition costs, expense related to inventory step up in fair value and defined benefit plan settlement costs, net income was $4.69 million or $0.52 per share in the fourth quarter of fiscal 2012 as summarized below.

Peter R. Chase, Chairman and Chief Executive Officer commented: “Of course the highlight of the fiscal year is the acquisition of NEPTCO, Inc. in late June.  NEPTCO’s addition solidifies Chase as the premier supplier of tape products to wire and cable manufacturers in the Americas and broadens the Company’s offerings to the electronics industry world-wide.  Our integration plan is providing the road map to deliver results from the synergies identified.

It is important to note that without the acquisition, revenues were up from the prior year by 13.7% for the quarter and 9.0% for the year.  As forecast in our last report, the entire Chase team delivered a strong finish to the year.  Thanks go to Operations, Sales, R&D, Finance and all those in Support.

Efforts are being made, both in this report and going forward, to present earnings with explanations to enable the reader to clearly compare key items that impact the results.  You can see this in the tabular presentation.  In this vein we have based our dividend decision on adjusted net income.

In 2013 fiscal year’s earnings releases, we plan to add a non-GAAP financial measurement — earnings before interest, taxes, depreciation and amortization (EBITDA).  We believe it will be of value to shareholders and the investing public and will be in addition to the customary GAAP financial details.  EBITDA is commonly used both internally and throughout industry for valuation.

As the new fiscal year begins, Marketing and R&D efforts continue to be prime areas of focus.  The consolidation program is nearing completion of the production moves from Randolph to Oxford and Pittsburgh and a new phase is beginning as part of the NEPTCO integration plan.  In addition, M&A activity continues in earnest.  We look forward to an exciting year.”

As of August 31, 2012, the Company’s working capital was approximately $50 million, including cash on hand of $15.3 million.  The Company’s $15 million line of credit is fully available, while the balance of its unsecured term debt is $70 million.

The following table summarizes the Company’s financial results for the quarters and years ended August 31, 2012 and 2011.

	For the Three Months Ended					For the Years Ended
	August 31,					August 31,
All figures in thousands, except per share figures	2012			2011		2012			2011
Revenues	$	52,230		$	32,886	$	148,919		$	123,040
Costs and Expenses
Costs of products and services sold	36,018			21,586		101,249			80,317
Selling, general and administrative expenses	9,764			6,318		30,172			26,780
Acquisition related costs	2,506			—		3,206			—
Operating income	3,942			4,982		14,292			15,943
Other income (expense)	(396		)	212		(296		)	230
Income before income taxes	3,546			5,194		13,996			16,173
Income taxes	1,179			1,574		4,732			5,242
Net income	$	2,367		$	3,620	$	9,264		$	10,931
Addback net loss attributable to non-controlling interest	74			—		74			—
Net income attributable to Chase Corporation	$	2,441		$	3,620	$	9,338		$	10,931
Adjustments to net income
Acquisition related costs	2,506			—		3,206			—
Expense related to inventory step up	828			—		828			—
Defined benefit plan settlement costs	137			—		550			—
Tax affect of adjustments	(1,224		)	—		(1,377		)	—
Adjusted net income	$	4,688		$	3,620	$	12,545		$	10,931
Net income per diluted share	$	0.27		$	0.40	$	1.03		$	1.22
Adjusted net income per diluted share	$	0.52		$	0.40	$	1.38		$	1.22
Weighted average diluted shares outstanding	8,799			8,764		8,787			8,764

The Company also announced a cash dividend of $0.40 per share.  The dividend is to shareholders of record on November 2, 2012 and payable on December 5, 2012.

Contact:

Paula Myers

Shareholder & Investor Relations Department

Phone:	508.819.4219
E-mail:	investorrelations@chasecorp.com
Website:	www.chasecorp.com

Chase Corporation, founded in 1946, is a leading manufacturer of protective materials for high reliability applications throughout the world.

Certain statements in this press release are forward-looking.  These may be identified by the use of forward-looking words or phrases such as “believe”; “expect”; “anticipate”; “should”; “planned”; “estimated” and “potential” among others.  These forward-looking statements are based on Chase Corporation’s current expectations.  The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for such forward-looking statements.  In order to comply with the terms of the “safe harbor,” the Company cautions investors that any forward-looking statements made by the Company are not guarantees of future performance and that a variety of factors could cause the Company’s actual results and experience to differ materially from the anticipated results or other expectations expressed in the Company’s forward-looking statements. The risks and uncertainties which may affect the operations, performance, development and results of the

Company’s business include, but are not limited to, the following: uncertainties relating to economic conditions; uncertainties relating to customer plans and commitments; the pricing and availability of equipment, materials and inventories; technological developments; performance issues with suppliers and subcontractors; economic growth; delays in testing of new products;  the Company’s ability to successfully integrate acquired operations; rapid technology changes and the highly competitive environment in which the Company operates. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made.