8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

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 28, 2015

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:

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

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

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

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

This Form 8-K/A amends the Current Report on Form 8-K furnished by Chase Corporation (the “Company”) on November 2, 2015 (the “Original Form 8-K”).

Section 2 — Financial Information

Item 2.02 - Results of Operations and Financial Condition

On November 2, 2015,the Company furnished the Original Form 8-K and included as an exhibit thereto a Press Release, dated October 28, 2015, announcing its unaudited financial results for the quarter and year ended August 31, 2015 and related information (the “Original Earnings Release”). This Form 8-K/A is being furnished to report the final financial statements of the Company as described below.

Subsequent to the issuance of the Original Earnings Release, the Company determinedan adjustment to decrease the income tax provision from $4,472,000 to $4,157,000 for the quarter ended August 31, 2015 and from $15,128,000 to $14,813,000 for the year ended August 31, 2015, was required to properly state the financial position of the Company for those periods.The adjustment is the result of the Company finalizing its tax calculations for the fiscal year. The Company plans to file its Annual Report on Form 10-K, reflecting these final adjustments, on November 16, 2015.

The reduction in tax expense results in final generally accepted accounting principles (“GAAP”) net income attributable to Chase Corporation for the quarter ended August 31, 2015 in the amount of $8,181,000, or $0.87 per diluted share, and final GAAP net income attributable to Chase Corporation for the year ended August 31, 2015 in the amount of $26,318,000 or $2.82 per diluted share. There is no change to the non-GAAP results included in the Original Earnings Release.Certain reclassifications were also made between costs of products and services sold and selling, general and administrative expenses.

The Company has revised its Original Earnings Release and the Unaudited Consolidated Statement of Operations contained therein to give effect to the adjustments described above (the “Revised Earnings Release”). The Revised Earnings Release replaces the Original Earnings Release and has been re-posted on the Company’s website. The Revised Earnings Release is furnished with this Form 8-K/A as Exhibit 99.1 and is incorporated herein by reference.

The information under this Item 2.02 of this report, including Exhibit 99.1, is being furnished under Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to liability of that section nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.

Section 9 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
99.1	Earnings release issued by Chase Corporation on November 16, 2015relating to its fourth quarter of fiscal year 2015 financial results.

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: November 16, 2015	By:	/s/ Kenneth J. Feroldi
		Kenneth J. Feroldi
		Treasurer and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Earnings release issued by Chase Corporation on November 16, 2015 relating to its fourth quarter of fiscal year 2015 financial results.

2

EX-99.1

Exhibit 99.1

A Leading Manufacturer of Protective Materials for High Reliability Applications  

CHASE CORPORATION FINALIZES TAX EXPENSE AND RELATED ITEMS FOR FISCAL 2015

Summary of changes resulting from the finalized amounts:

· Decrease in income tax expense for the fourth quarter and fiscal year 2015of $0.3million

· Increase in GAAP net income for the fourth quarter and fiscal year 2015 of $0.3 million

· No changes to the Company’s Non-GAAP results (EBITDA and Adjusted EBITDA)

Bridgewater, MA – November 16, 2015–  Chase Corporation(NYSE MKT: CCF)announced today that it has determined an adjustment to decrease the income tax provision from $4.47 million to $4.16 million for the quarter and from $15.13 million to $14.81 million for the year ended August 31, 2015, as compared to the preliminary income tax provision reported in the Company’s earnings release dated October 28, 2015 announcing its results for such periods (the “Original Earnings Release”), is required in order to properly state the financial position of the Company for those periods.The adjustment is the result of the Company finalizing its tax calculations for the fiscal year.

The reduction in tax expense results in final generally accepted accounting principles (“GAAP”) net income attributable to Chase Corporation for the quarter ended August 31, 2015 in the amount of $8.18 million or $0.87 per diluted share, and final audited GAAP net income attributable to Chase Corporation for the year ended August 31, 2015 in the amount of $26.32 million or $2.82 per diluted share. There is no change to the non-GAAP results included in the Original Earnings Release. The revised earnings release also reflects certain reclassifications made between costs of products and services sold and selling, general and administrative expenses.

The following includes the adjustments described above and replaces the Original Earnings Release.

CHASE CORPORATION ANNOUNCES FISCAL 2015 RESULTS

REVENUE OF $238.0MILLION ● EARNINGS PER SHARE OF $2.82

APPROVES ANNUAL DIVIDEND OF $0.65PER SHARE

Bridgewater, MA – October 28, 2015 – Chase Corporation(NYSE MKT: CCF)today reported revenue of

$64.91 million  for the quarter ended August 31, 2015.  Thisis an increase of $3.88million or 6.4% compared to $61.03 million in the same quarter of last fiscal year.  Net income attributable to Chase Corporation of $8.18million in the current quarter increased$1.17million or 16.7%  from $7.01million in the prior year period.  Earnings per diluted share of $0.87in the fourthquarter of fiscal 2015represented an increase of $0.12compared to $0.75per diluted share in fiscal 2014. Adjusted EBITDA in the current quarter increased $2.3 million, or 16.8%, to $16.0 million, compared to $13.7 million in the fourth quarter of last year.

For the fiscal year ended August 31, 2015, revenue increased $14.0 million or 6.3% to $238.0million, compared to $224.0 million in the prior year.  Net income attributable to Chase Corporation decreased $0.31million or 1.2%  to $26.32million or $2.82per diluted share in the  current fiscal year from $26.63 million or $2.86 per diluted share in fiscal 2014.  Included in the fiscal 2014 results was a gain, net of tax, totaling $3.71 million or $0.40 per share, related to the sale of the Company's Insulfab product line in October 2013. Adjusted EBITDA for the current year increased $8.7 million, or 18.6%, to $55.6 million compared to $46.9 million for fiscal 2014.

The Company also announced a cash dividend of $0.65per shareto shareholders of record on November 9, 2015 and payable on December 4, 2015.

Adam P. Chase, President and Chief Executive Officer, commented,

“We had a positive finish to our fiscal year driven primarily by the Construction Materials segment’s year-over-year performance.  It was nice to see a fourth quarter recovery in seasonal demand for both domestic pipeline maintenance coatings and bridge and highway waterproofing products after a slow start.  This provided a further boost to the strong Middle East project related demand experienced during the year. 

“The Industrial Materials segment had mixed results.  Lower commodity prices are reducing overall demand for wire and cable materials with oil & gas and mining-related end-use applications most affected.  This was offset by consistent growth performance during the fiscal year from both electronic & industrial coatings and pulling & detection products.The specialty chemical intermediates acquisition provided a solid contribution to results in the second half of the year, continuing the progress with our M&A program.  

“The organization continues to be focused on cost rationalization to improve operating income as demonstrated in this year’s performance.  Challenging macroeconomic conditions require continued emphasis on short and long-term cost reductions.

“We are pleased to increase the regular dividend 30% this year to $0.65 per share from $0.50 per share last fiscal year.  Last year’s $0.60 per share dividend included a $0.10 per share additional distribution for the sale of a non-strategic business on top of the $0.50 per share regular dividend on operating results.”

The following table summarizes the Company’s financial results for the three months and the years ended August 31, 2015 and 2014.

	For the Three Months Ended				For the Years Ended
	August 31,				August 31,
All figures in thousands, except per share figures	2015		2014		2015		2014
Revenue	$	64,911	$	61,033	$	238,046	$	224,006
Costs and Expenses
Costs of products and services sold		40,343		38,697		149,202		145,193
Selling, general and administrative expenses		11,755		11,752		46,015		42,640
Acquisition related costs		—		—		584		—
Operating income		12,813		10,584		42,245		36,173
Gain on sale of product line		—		—		—		5,706
Other income (expense), net		(475)		(283)		(1,019)		(1,389)
Income before income taxes		12,338		10,301		41,226		40,490
Income taxes		4,157		3,401		14,813		13,967
Net income	$	8,181	$	6,900	$	26,413	$	26,523
Net (income) loss attributable to non-controlling interest		—		112		(95)		108
Net income attributable to Chase Corporation	$	8,181	$	7,012	$	26,318	$	26,631
Net income per diluted share	$	0.87	$	0.75	$	2.82	$	2.86
Weighted average diluted shares outstanding		9,274		9,175		9,254		9,165
Reconciliation of net income to EBITDA and adjusted EBITDA
Net income attributable to Chase Corporation	$	8,181	$	7,012	$	26,318	$	26,631
Interest expense		253		277		1,063		1,143
Income taxes		4,157		3,401		14,813		13,967
Depreciation expense		1,572		1,413		5,810		5,692
Amortization expense		1,822		1,239		6,762		4,822
EBITDA	$	15,985	$	13,342	$	54,766	$	52,255
Acquisition related costs		—		—		584		—
Gain on sale of product line		—		—		—		(5,706)
Cost of sale of inventory step-up		—		—		65		—
Pension settlement costs		11		348		188		348
Adjusted EBITDA	$	15,996	$	13,690	$	55,603	$	46,897

As of August 31, 2015, the Company’s net working capital was approximately $80 million, including cash on hand of $43.8million. The outstanding balance of the Company’s term debt was $51.8 million at fiscal year-end, and the Company’s $15 million line of credit is currently fully available.

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.

The Company has used non-GAAP financial measures in this press release. EBITDA and Adjusted EBITDA are non-GAAP financial measures.  The Company believes that EBITDA and Adjusted EBITDA are useful performance measures as they are used by its executive management team and board of directors to measure operating performance, to allocate resources to enhance the financial performance of its business, to evaluate the effectiveness of its business strategies and to communicate with its board of directors and investors concerning its financial performance.  Non-GAAP financial measures should be considered in addition to, and not as an alternative for, the Company’s reported results prepared in accordance with GAAP.

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; the effectiveness of cost-reduction plans; 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.