ITEM 8—FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K10‑K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended August 31, 20142015

Commission File Number: 1-98521‑9852

CHASE CORPORATION

(Exact name of registrant as specified in its charter)

26 Summer Street, Bridgewater, Massachusetts 02324

(Address of Principal Executive Offices, Including Zip Code)

(508) 819-4200
819‑4200

(Registrant'sRegistrant’s Telephone Number, Including Area Code)

Securities registered pursuant to section 12(b) of the Act:

Securities registered pursuant to section 12(g) of the Act:None

Indicate by check mark if the registrant is a well-knownwell‑known seasoned issuer (as defined in Rule 405 of the Securities Act). YES o☐  NO ý☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. YES o☐  NO ý☒

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 ý☒  NO o☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-TS‑T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES ý☒  NO o☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-KS‑K is not contained herein, and will not be contained, to the best of registrant'sregistrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K10‑K or any amendment to this Form 10-K. o10‑K. ☒

Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-acceleratednon‑accelerated filer or a smaller reporting company. See the definitions of "large“large accelerated filer"filer”,  "accelerated filer"“accelerated filer” and "smaller“smaller reporting company"company” in Rule 12b-212b‑2 of the Exchange Act.

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-212b‑2 of the Exchange Act). YES o☐  NO ý☒

The aggregate market value of the common stock held by non-affiliatesnon‑affiliates of the registrant, as of February 28, 20142015 (the last business day of the registrant'sregistrant’s second quarter of fiscal 2014)2015), was approximately  $203,473,000.$296,955,000.

As of October 31, 2014,2015, the Company had outstanding 9,129,4279,211,603 shares of common stock, $.10$0.10 par value, which is its only class of common stock.

Documents Incorporated By Reference:

Portions of the registrant'sregistrant’s definitive proxy statement for the Annual Meeting of Shareholders, which is expected to be filed within 120 days after the registrant'sregistrant’s fiscal year ended August 31, 2014,2015, are incorporated by reference into Part III hereof.

PART I

Item 1 – Busines
PART I
s

ITEM 1—BUSINESS

Primary Operating Divisions and Facilities and Industry Segment
Segments

Chase Corporation (the "Company," "Chase," "we,"“Company,” “Chase,” “we,” or "us"“us”), founded in 1946, is a leading manufacturer of protective materials for high reliability applications.  Our strategy is to maximize the performance of our core businesses and brands while seeking future opportunities through strategic acquisitions.  We are organized into two operating segments, an Industrial Materials segment and a Construction Materials segment.  The basis for our segmentation issegments are distinguished by the nature of the products we manufacture and how they are delivered to their respective markets. The Industrial Materials segment represents ourincludes specified products whichthat are used in, or integrated into, another company'scompany’s product, with demand typically dependent upon general economic conditions.   The Construction Materials segment reflects our construction project orientedis composed of typically project-oriented product offerings whichthat are primarily sold and used as "Chase" branded products in final form.products.  Our manufacturing facilities are distinct to their respective segments with the exception of our O'HaraO’Hara Township, PA and Blawnox, PA facilities, which produce products related to both operating segments.  A summary of our operating structure as of August 31, 20142015 is as follows:

INDUSTRIAL MATERIALS SEGMENT

Table of Contents

Table of Contents

CONSTRUCTION MATERIALS SEGMENT

3

Other Business Developments

On January 30, 2015, the Company acquired two product lines from Henkel Corporation (the “Seller”) for a purchase price of $33.3 million, after working capital adjustments and excluding any acquisition related costs.  As part of this transaction, Chase acquired the Seller’s microspheres product line, sold under the Dualite® brand, located in Greenville, SC, and obtained exclusive distribution rights and intellectual property related to the Seller’s polyurethane dispersions product line, operating in the Elgin, IL location. We refer to these collectively as our specialty chemical intermediates product line. Under the agreement, Chase entered into a ten-year facility operating lease at the Seller’s Greenville, SC location.  The Seller will perform certain manufacturing and application services for Chase at the Seller’s Elgin, IL location for three years. The purchase was funded entirely with available cash on hand. Since the effective date for this acquisition, the financial results of the specialty chemical intermediates product line have been included in the Company's financial statements within the Company’s Industrial Materials operating segment. Purchase accounting was completed in the quarter ended May 31, 2015 with no material adjustments made to the initial amounts recorded at the end of the second fiscal quarter.  

On October 31, 2014, wethe Company purchased the 50% non-controlling membership interest of NEPTCO JV LLC (the "JV") that had been owned by ourits now-former joint venture partner, an otherwise unrelated party. The purchase consideration due at the time of closing was not deemed to be material to Chase, and is subject to certain contingent adjustments based on certain future events related to the JV. We also do not believe that these contingent adjustments will be material to us. The purchase was funded entirely with available cash on hand. Because of ourthe Company's controlling financial interest, the JV's assets, liabilities and results of operations have been consolidated within ourthe Company's consolidated financial statements since June 27, 2012, the date Chasethe Company acquired NEPTCO. Given our 100% ownership as of October 31, 2014, in subsequent periods we will continueThe Company continues to fully consolidate the assets, liabilities and results of operations of the JV, but will no longer recordrecords an offsetting amount for a non-controlling interest.interest subsequent to October 31, 2014. The ($95,000) recorded in the Consolidated Statement of Operations as net (gain) loss attributable to non-controlling interest for the year ended August 31, 2015, represents the now-former joint venture partner’s share of the results of operations of the JV for the period from September 1, 2014 through October 31, 2014.

Products and Markets

Our principal products are specialty tapes, laminates, sealants, coatings and coatingschemical intermediates that are sold by our salespeople, manufacturers' representatives and distributors.  In our Industrial Materials segment, these products consist of:

(i)

(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, composite strength elements, anti-static packaging tape and pulling tapes for the electronics and cable industries;

(iii)

moisture protective coatings, which are sold to the electronics industry including circuitry used in automobiles and home appliances;

(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 cables, water and natural gas lines, and power, data, and video cables for commercial buildings;

(vi)

cover tapes with reliable adhesive and anti-static properties essential to delivering semiconductor components via tape and reel packaging;

(vii)

flexible, rigid and semi-rigid fiber optic strength elements designed to allow fiber optic cables to withstand mechanical and environmental strain and stress;

In our Construction Materials segment, these products consist of:

(i)

protective pipe coating tapes and other protectants for valves, regulators, casings, joints, metals, concrete and wood, which are sold to oil companies, gas utilities and pipeline companies;



(ii)

protectants for highway bridge deck metal supported surfaces, which are sold to municipal transportation authorities;



(iii)

fluid applied coating and lining systems for use in the water and wastewater industry; and



(iv)

expansion and control joint systems designed for roads, bridges, stadiums and airport runways.

There is some seasonality in selling products into the construction market as highermarket. Higher demand is often experienced when temperatures are warmer in most of North America (April through October), with less demand occurring when temperatures are colder (typically our second fiscal quarter).  WeOther than the acquisition of the two product lines from Henkel Corporation, we did not introduce any new products requiring an investment of a material amount of our assets during fiscal year 2014.

Employees
2015.

Employees

As of October 31, 2014,2015, we employed approximately 667671 people (including union employees).  We consider our employee relations to be good.  In the U.S., we offer our employees a wide array of company-paid benefits, which we believe are competitive relative to others in our industry. In our operations outside the U.S., we offer benefits that may vary from those offered to our U.S. employees due to customary local practices and statutory requirements.

Table of Contents

Backlog, Customers and Competition

As of October 31, 2014,2015, the backlog of customer orders believed to be firm was approximately $15,453,000.$12,717,000.  This compared with a backlog of $16,546,000$15,453,000 as of October 31, 2013.2014.  The decrease in backlog from the prior year amount is primarily due to an overalla decrease in order activity across our North America pipeline and construction product lines.products, partially offset by the current period inclusion of the specialty chemical intermediates’ backlog. During fiscal 2015, 2014 2013 and 2012,2013, no customer accounted for more than 10% of sales.  No material portion of our business is subject to renegotiation or termination of profits or contracts at the election of the United States Federal Government.

There are other companies that manufacture or sell products and services similar to those made and sold by us.  Many of those companies are larger and have greater financial resources than we have.  We compete principally on the basis of technical performance, service reliability, quality and price.

Raw Materials

We obtain raw materials from a wide variety of suppliers with alternative sources of most essential materials available within reasonable lead times.

Patents, Trademarks, Licenses, Franchises and Concessions

We own the following trademarks that we believe are of material importance to our business: Chase Corporation®, C-Spray (Logo), a trademark used in conjunction with most of the Company'sCompany’s business segment and product line marketing material and communications; HumiSeal®, a trademark for moisture protective coatings sold to the electronics industry; Chase & Sons®, a trademark for barrier and insulating tapes sold to the wire and cable industry;

Chase BLH2OCK®, a trademark for a water blocking compound sold to the wire and cable industry; Rosphalt50®, a trademark for an asphalt additive used predominantly on bridge decks for waterproofing protection; PaperTyger®, a trademark for laminated durable papers sold to the envelope converting and commercial printing industries; Tapecoat®, a trademark for corrosion preventative surface coatings and primers; Maflowrap®, a trademark for anti-corrosive tapes incorporating self-adhesive mastic or rubber backed strips, made of plastic materials;  Royston®, a trademark for corrosion inhibiting coating composition for use on pipes; Ceva®, a trademark for epoxy pastes/gels/mortars and elastomeric concrete used in the construction industry; CIM® trademarks for fluid applied coating and lining systems used in the water and wastewater industry; ServiWrap®  trademarks for pipeline protection tapes, coatings and accessories; NEPTCO®, a trademark used in conjunction with most of NEPTCO'sNEPTCO’s business and product line marketing material and communications; NEPTAPE®, a trademark for coated shielding and insulation materials used in the wire and cable industry; Muletape®, a trademark for pulling and installation tapes sold to the telecommunications industry; and Tracesafe®Trace-Safe®, a trademark for detection tapes sold to the water and gas industry.industry; and Dualite®, a trademark for polymeric microspheres utilized for density reduction and sound dampening by various industries.  We do not have any other material trademarks, licenses, franchises, or concessions.  While we do hold various patents, at this time, we do not believe that they are material to the success of our business. We did file one new patent application during this fiscal year under our PaperTyger® product line which is a paper/plastic laminate and electromagnetic shielding material used to protect against identity and property theft.

Working Capital

We fund our business operations through a combination of available cash and cash equivalents, short-term investments and cash flows generated from operations.  In addition, our revolving credit facility is available for additional working capital needs or investment opportunities.  We have historically funded acquisitions through both available cash on hand and through additional borrowings and term loans from our bank lenders.

Research and Development

Approximately $2,690,000, $2,599,000 $3,395,000 and $2,958,000$3,395,000 was spent for Company-sponsored research and development during fiscal 2015, 2014 and 2013, respectively,  and 2012, respectively.recorded within selling, general and administrative expenses.  Research and development decreasedincreased by $796,000$91,000 in fiscal 2014 primarily2015 due to a reductionan overall increase in the use of outside services andactivity, including activity related to our newly acquired specialty chemical intermediates product line. These increased activity costs were partially offset by cost-saving efforts, including our continued emphasis on streamlining processes.

Available Information

Chase maintains a website athttp://www.chasecorp.comwww.chasecorp.com.  . Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to such reports filed or furnished pursuant to

Table of Contents

section 13(a) or 15(d) of the Securities Exchange Act of 1934, as well as section 16 reports on Form 3, 4, or 5, are available free of charge on this site as soon as is reasonably practicable after they are filed or furnished with the SEC.  Our Code of Conduct and Ethics and the charters for the Audit Committee, the Nominating and Governance Committee and the Compensation and Management Development Committee of our Board of Directors are also available on our Internet site.website.  The Code of Conduct and Ethics and charters are also available in print to any shareholder upon request.  Requests for such documents should be directed to Paula Myers, Shareholder and Investor Relations Department, at 26 Summer Street, Bridgewater, Massachusetts 02324.  Our Internet sitewebsite and the information contained on it or connected to it are not part of ornor incorporated by reference into this Form 10-K. Our filings with the SEC are also available on the SEC'sSEC’s website athttp://www.sec.gov.

Financial Information Regardingregarding Segment and Geographic Areas

Please see Notes 11 and 12 to the Company'sCompany’s Consolidated Financial Statements for financial information about the Company'sCompany’s operating segments and domestic and foreign operations for each of the last three fiscal years.

Item 1A – Risk FactorsITEM 1A—RISK FACTORS

The following risk factors should be read carefully in connection with evaluating our business and the forward-looking information contained in this Annual Report on Form 10-K. We feel that any of the following risks could materially

adversely affect our business, operations, industry, financial position or our future financial performance. While we believe that we have identified and discussed below the key risk factors affecting our business, there may be additional risks and uncertainties that are not presently known or that are not currently believed to be significant that may adversely affect our business, operations, industry, financial position and financial performance in the future.

We currently operate in mature markets where increases or decreases in market share could be significant.

Our sales and net income are largely dependent on sales from a consistent and well established customer base.  Organic growth opportunities are minimal; however, we have used and will continue to use strategic acquisitions as a means to build and grow the business.   In this business environment, increases or decreases in market share could have a material effect on our business condition or results of operation.  We face intense competition from a diverse range of competitors, including operating divisions of companies much larger and with far greater resources than we have.  If we are unable to maintain our market share, our business could suffer.

Our business strategy includes the pursuit of strategic acquisitions, which may not be successful if they happen at all.

From time to time, we engage in discussions with potential target companies concerning potential acquisitions.  In executing our acquisition strategy, we may be unable to identify suitable acquisition candidates.  In addition, we may face competition from other companies for acquisition candidates, making it more difficult to acquire suitable companies on favorable terms.

Even if we do identify a suitable acquisition target and are able to negotiate and close a transaction, the integration of an acquired business into our operations involves numerous risks, including potential difficulties in integrating an acquired company'scompany’s product line with ours; the diversion of our resources and management'smanagement’s attention from other business concerns; the potential loss of key employees; limitations imposed by antitrust or merger control laws in the United States or other jurisdictions; risks associated with entering a new geographical or product market; and the day-to-day management of a larger and more diverse combined company. In June 2012, for example, we completed the acquisition of NEPTCO Incorporated, which represented approximately 39% of our consolidated total assets as of the end of fiscal 2012, making it the largest acquisition in the Company's history.

We may not realize the synergies, operating efficiencies, market position or revenue growth we anticipate from acquisitions and our failure to effectively manage the above risks could have a material adverse effect on our business, growth prospects and financial performance.

Table of Contents

Our results of operations could be adversely affected by uncertain economic and political conditions and the effects of these conditions on our customers'customers’ businesses and levels of business activity.

Global economic and political conditions can affect the businesses of our customers and the markets they serve. A severe or prolonged economic downturn or a negative or uncertain political climate could adversely affect, the levels of business activity of our customers and the industries they serve, includingamong others, the automotive, housing, construction, pipeline, energy, transportation infrastructure and electronics industries. This may reduce demand for our products or depress pricing of those products, either of which may have a material adverse effect on our results of operations. Changes in global economic conditions could also shift demand to products for which we do not have competitive advantages, and this could negatively affect the amount of business that we are able to obtain. In addition, if we are unable to successfully anticipate changing economic and political conditions, we may be unable to effectively plan for and respond to those changes and our business could be negatively affected.

General economic factors, domestically and internationally, may also adversely affect our financial performance through increased raw material costs or other expenses and by making access to capital more difficult.

The cumulative effect of higher interest rates, energy costs, inflation, levels of unemployment, healthcare costs, unsettled financial markets, and other economic factors could adversely affect our financial condition by increasing our manufacturing costs and other expenses at the same time that our customers may be scaling back demand for our products.  Prices of certain commodity products, including oil and petroleum-based products, are historically volatile and are subject to fluctuations arising from changes in domestic and international supply and demand, labor costs, competition, weather events, market speculation, government regulations and periodic delays in delivery. Rapid and

significant changes in commodity prices may affect our sales and profit margins. These factors can increase our merchandise costs and/or selling, general and administrative expenses, and otherwise adversely affect our operating results. Disruptions in the credit markets may limit our ability to access debt capital for use in acquisitions or other purposes on advantageous terms or at all.  If we are unable to manage our expenses in response to general economic conditions and margin pressures, or if we are unable to obtain capital for strategic acquisitions or other needs, then our results of operations would be negatively affected.

Fluctuations in the supply and prices of raw materials may negatively impact our financial results.

We obtain raw materials needed to manufacture our products from a number of suppliers. Many of these raw materials are petroleum-based derivatives. Under normal market conditions, these materials are generally available on the open market and from a variety of producers. From time to time, however, the prices and availability of these raw materials fluctuate, which could impair our ability to procure necessary materials, or increase the cost of manufacturing our products. If the prices of raw materials increase, and we are unable to pass these increases on to our customers, we could experience reduced profit margins.

If our products fail to perform as expected, or if we experience product recalls, we could incur significant and unexpected costs and lose existing and future business.

Our products are complex and could have defects or errors presently unknown to us, which may give rise to claims against us, diminish our brands or divert our resources from other purposes. Despite testing, new and existing products could contain defects and errors and may in the future contain manufacturing or design defects, errors or performance problems when first introduced, or even after these products have been used by our customers for a period of time. These problems could result in expensive and time-consuming design modifications or warranty charges, changes to our manufacturing processes, product recalls, significant increases in our maintenance costs, or exposure to liability for damages, any of which may result in substantial and unexpected expenditures, require significant management attention, damage our reputation and customer relationships, and adversely affect our business, our operating results and our cash flow.

We are dependent on key personnel.

We depend significantly on our executive officers including our ChairmanPresident and Chief Executive Officer, Peter R.Adam P. Chase, and our President and Chief Operating Officer, Adam P.Executive Chairman, Peter R. Chase, and on other key employees. The loss of the services of any of these key employees could have a material impact on our business and results of operations. In addition, our acquisition strategy will require that we attract, motivate and retain additional skilled and experienced

Table of Contents

personnel. The inability to satisfy such requirements could have a negative impact on our ability to remain competitive in the future. We have recently announced a transition plan under which we expect Peter R. Chase to become Executive Chairman and Adam P. Chase to become Chief Executive Officer, subject to board approval at the time, effective with our annual meeting of shareholders in 2015.

If we cannot successfully manage the unique challenges presented by international markets, we may not be successful in expanding our international operations.

Our strategy includes expansion of our operations in existing and new international markets by selective acquisitions and strategic alliances. Our ability to successfully execute our strategy in international markets is affected by many of the same operational risks we face in expanding our U.S. operations. In addition, our international expansion may be adversely affected by our ability to identify and gain access to local suppliers as well as by local laws and customs, legal and regulatory constraints, political and economic conditions and currency regulations of the countries or regions in which we currently operate or intend to operate in the future. Risks inherent in our international operations also include, among others, the costs and difficulties of managing international operations, adverse tax consequences and greater difficulty in enforcing intellectual property rights. Additionally, foreign currency exchange rates and fluctuations may have an impact on future costs or on future cash flows from our international operations.

We may experience difficulties in the redesign and consolidation of our manufacturing facilities which could impact shipments to customers, product quality, and our ability to realize cost savings.

We currently have several ongoing projects to streamline our manufacturing operations, which include the redesign and consolidation of certain manufacturing facilities.  We anticipate a reduction of overhead costs as a result of these projects, to the extent that we can effectively leverage assets, personnel, and business processes in the transition of production among manufacturing facilities. However, uncertainty is inherent within the facility redesign and consolidation process, and unforeseen circumstances could offset the anticipated benefits, disrupt service to customers, and impact product quality.

Financial market performance may have a material adverse effect on our pension plan assets and require additional funding requirements.

Significant and sustained declines in the financial markets may have a material adverse effect on the fair market value of the assets of our pension plans.  While these pension plan assets are considered non-financial assets since they are not carried on our balance sheet, the fair market valuation of these assets could impact our funding requirements, funded status or net periodic pension cost.  Any significant and sustained declines in the fair market value of these pension assets could require us to increase our funding requirements, which would have an impact on our cash flow, and could also lead to additional pension expense.

Regulations related to conflict minerals could adversely impact our business.

The Dodd-Frank Wall Street Reform and Consumer Protection Act contains provisions to improve transparency and accountability concerning the supply of certain minerals, known as "conflict minerals"“conflict minerals” (tin, tungsten, tantalum, and gold). As a result, the SEC has adopted annual disclosure and reporting requirements concerning the supply chain for those public companies that use conflict minerals that are necessary to the functionality or production of their products. These requirements require companies to perform certain reasonable country of origin inquiry and due diligence exercises to determine if any of their sourced conflict minerals originated from the Democratic Republic of Congo (DRC) andor adjoining countries.  We filed our firstannual report under these rules in May 2014,2015, to cover calendar year 2013,2014, and anticipate filing reports on this matter on or prior to the annual May 31 due date going forward.

There are costs associated with complying with these annual disclosure requirements, including ongoing due diligence to determine the sources of conflict minerals used in our products and other potential changes to products, processes or sources of supply as a consequence of such verification activities. Continued adherence to these rules, and Chase'sChase’s desire to obtain and maintain a DRC Conflict Free status, could adversely affect the sourcing, supply and pricing of materials used in our products. As there may be only a limited number of suppliers offering conflict free conflict minerals, we cannot be sure that we will be able to obtain necessary conflict minerals from such suppliers in sufficient quantities or at competitive prices. Also, we may face reputational challenges if we determine that certain of our products contain minerals not determined to be conflict free or if we are unable to

Table of Contents

sufficiently verify the origins for all conflict minerals used in our products through the procedures we may implement.  In addition, some of our customers may choose to disqualify us as a supplier if we are unable to verify that any conflict minerals used in our products are not sourced from the covered countries or are not done so by conflict free certified refiners and smelters.

Failure or compromise of security with respect to an operating or information system or portable electronic device could adversely affect our results of operations and financial condition or the effectiveness of our internal controls over operations and financial reporting.

We are highly dependent on automated systems to record and process our daily transactions and certain other components of our financial statements.  We could experience a failure of one or more of these systems, or a compromise of our security due to technical system flaws, data input or record-keeping errors, or tampering or manipulation of our systems by employees or unauthorized third parties.  Information security risks also exist with respect to the use of portable electronic devices, such as laptops and smartphones, which are particularly vulnerable to loss and theft. We may also be subject to disruptions of any of these systems arising from events that are wholly or partially beyond our control (for example, natural disasters, acts of terrorism, epidemics, computer viruses, cyber-attacks

and electrical/telecommunications outages). All of these risks are also applicable wherever we rely on outside vendors to provide services.  Operating system failures, disruptions, or the compromise of security with respect to operating systems or portable electronic devices could subject us to liability claims, harm our reputation, interrupt our operations, or adversely affect our internal control over financial reporting, business, results from operations, financial condition or cash flow.

Item 1B – UnresolveITEM 1B—UNRESOLVED STAFF COMMENTS
d Staff Comments

Not applicable

Table of ContentsItem 2 – Properties

ITEM 2—PROPERTIES

We own and lease office and manufacturing properties as outlined in the table below.

The above facilities range in age from new to about 100 years, are generally in good condition and, in the opinion of management, adequate and suitable for present operations.  We also own equipment and machinery that is in good repair and, in the opinion of management, adequate and suitable for present operations.  We could significantly add to our capacity by increasing shift operations.  Availability of machine hours through additional shifts would provide expansion of current productproduction volume without significant additional capital investment.

10

Item 3 – Legal ProceedingsITEM 3—LEGAL PROCEEDINGS

We are involved from time to time in litigation incidental to the conduct of our business.  Although we do not expect that the outcome in any of these matters, individually or collectively, will have a material adverse effect on our financial condition, results of operations or cashflows,cash flows, litigation is inherently unpredictable.  Therefore, judgments could be rendered or settlements entered into, that could adversely affect our operating results or cash flows in a particular period.  We routinely assess all of our litigation and threatened litigation as to the probability of ultimately incurring a liability, and record our best estimate of the ultimate loss in situations where we assess the likelihood of loss as probable.

item 4 – mine safetyITEM 4—MINE SAFETY DISCLOSURES
disclosures

Not applicable.

Item 4a – Executive OfficersITEM 4A—EXECUTIVE OFFICERS OF THE REGISTRANT
of the Registrant

The following table sets forth information concerning our Executive Officers as of October 31, 2014.2015.  Each of our Executive Officers is selected by our Board of Directors and holds office until his successor is elected and qualified.

 In October 2014, Chase Corporation announced that as part of the Company's succession plan, effective with its annual meeting of shareholders scheduled for February 3, 2015, and subject to final board approval at that time, Adam P. Chase, its current President and Chief Operating Officer, will be named Chief Executive Officer and Peter R. Chase, its current Chairman and Chief Executive Officer, will be named Executive Chairman.

11

PART II

Item 5 – Market
PART II
for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

ITEM 5—MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock is traded on the NYSE MKT under the symbol CCF.  As of October 31, 2014,30, 2015, there were 380363 shareholders of record of our Common Stock and we believe that there were approximately 3,3943,689 beneficial shareholders who held shares in nominee name.  On that date, the closing price of our common stock was $35.87$44.41 per share as reported by the NYSE MKT.

The following table sets forth the high and low daily sales prices for our common stock as reported by the NYSE MKT for each quarter in the fiscal years ended August 31, 20142015 and 2013:2014:

Comparative Stock Performance

The following line graph compares the yearly percentage change in our cumulative total shareholder return on the Common Stock for the last five fiscal years with the cumulative total return on the Standard & Poor's 500 Stock Index (the "S“S&P 500 Index"Index”), and a composite peer index that is weighted by market equity capitalization (the "Peer“Peer Group Index"Index”).  The companies included in the Peer Group Index are American Biltrite Inc., Circor International Inc., H.B. Fuller Company, Quaker Chemical Corporation and RPM International, Inc.  Cumulative total returns are calculated assuming that $100 was invested on August 31, 20092010 in each of the Common Stock, the S&P 500 Index and the Peer Group Index, and that all dividends were reinvested.

13

Item 6 – Selected Financial DatITEM 6—SELECTED FINANCIAL DATA
a

 The

the following selected financial data should be read in conjunction with "Item 7—Management's“Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations"Operations” and "Item 8—“Item 8 – Financial Statements and Supplementary Data."”

Table of Contents

Item 7 – Management's Discussion and Analysis of Financial Condition and Results of Operations

ITEM 7—MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion provides an analysis of our financial condition and results of operations and should be read in conjunction with the Consolidated Financial Statements and notes thereto included in Item 8 of this Annual Report on Form 10-K.

SelectedSelected Relationships within the Consolidated Statements of Operations

Overview

 Continued

 *   Denotes less than 1%

Overview

A combination of strong demand for manyour legacy products, the current year acquisition of ourthe specialty chemical intermediates product areas as well asline and a favorable sales mix all contributed to the Company’s increased revenuesrevenue and netoperating income over the prior year results.year.  Our strategic diversification was alsoagain proved itself to be a contributing factorcore strength of the business, as severalgains in certain product lines more than trumped observed decreases in both of our segments exceeded prior year revenues, offsetting shortfalls from others, which led to revenue growth for the fiscal year. Additionally,others.  Further, our ongoing efforts with production facility consolidation, efficiency improvements and streamlining overhead costs have improved our profitability.   The reduction in net income attributable to Chase Corporation from the prior year is primarily the result of the non-recurring $5,706,000 pre-tax gain recognized in fiscal 2014 related to the sale of the Company'sCompany’s Insulfab product line in October 2013 significantly contributed to earnings and cash flows earlier in fiscal 2014.line.

 Revenues

Revenue from the Industrial Materials segment exceededsurpassed prior year results primarily due to strong demandan increase in Europe and Asiasales volume for our electronic coatings products, as well as increased sales of our pulling and detection tapes,products and an increased demand for both our domestically and internationally produced electronic materials,coatings products. These gains in legacy products were further bolstered by the January 2015 acquisition of the specialty chemical intermediates product line, which positively affected revenue and power cable products.earnings in the current year. These increased sales were partially offset by a reduction in demand for our specialty materialswire and cable, durable paper products and fiber optic cable component products from our joint venture business.electronic materials product lines.

 Revenues

Revenue from the Construction Materials segment surpassed the prior year primarily driven bydue to increased demand for pipeline coatings products produced at our Rye, UK facility due to satisfy Middle East water infrastructure project demand, as well as increased sales of our coating and lining system products over the final half of the fiscal year.building envelope products. These increases were partially offset by decreased sales of our private label productscoating and lining system and bridge &and highway construction products due to the impact of the harsh winter across the U.S. on these businesses.products.

 In the upcoming fiscal year, we will continue with our global ERP system implementation which was initiated in fiscal 2013

Streamlining processes and is scheduled for full company-wide deployment by the end of December 2014. Additionally, consolidation efforts will remain a priority and other keypriorities. Key strategies will include a focus on our marketing and product development efforts, along with a continued emphasisand on identifying potential acquisition targets.  We have now fully integrated the specialty chemical intermediates product line acquired during fiscal 2015.  Our balance sheet