Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Aug. 31, 2023 | Oct. 31, 2023 | Feb. 28, 2023 | |
Document and Entity Information | |||
Document Type | 10-K | ||
Document Period End Date | Aug. 31, 2023 | ||
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 | 9,522,749 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Central Index Key | 0000830524 | ||
Current Fiscal Year End Date | --08-31 | ||
Document Fiscal Year Focus | 2023 | ||
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 | $ 542,820,000 | ||
Auditor Name | GRANT THORNTON LLP | ||
Auditor Firm ID | 248 | ||
Auditor Location | Boston, Massachusetts |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Aug. 31, 2023 | Aug. 31, 2022 |
Current Assets | ||
Cash and cash equivalents | $ 49,019 | $ 315,495 |
Accounts receivable, less allowances of $833 and $610 | 54,285 | 51,540 |
Inventory | 69,576 | 63,039 |
Prepaid expenses and other current assets | 8,625 | 4,374 |
Prepaid income taxes and refunds due | 3,283 | 2,329 |
Total current assets | 184,788 | 436,777 |
Property, plant and equipment, less accumulated depreciation of $61,678 and $52,503 | 60,469 | 24,248 |
Other Assets | ||
Goodwill | 178,210 | 95,160 |
Intangible assets, less accumulated amortization of $125,939 and $101,237 | 159,251 | 33,661 |
Cash surrender value of life insurance | 4,450 | 4,450 |
Restricted investments | 2,938 | 2,367 |
Funded pension plan | 147 | |
Deferred income taxes | 3 | 5,763 |
Operating lease right-of-use assets | 6,986 | 8,596 |
Other assets | 3,564 | 558 |
Total assets | 600,806 | 611,580 |
Current Liabilities | ||
Accounts payable | 18,317 | 20,122 |
Accrued payroll and other compensation | 7,303 | 6,381 |
Income taxes payable | 1,039 | 554 |
Accrued expenses | 15,005 | 8,271 |
Total current liabilities | 41,664 | 35,328 |
Long-term debt | 105,000 | 180,000 |
Operating lease long-term liabilities | 5,110 | 6,618 |
Deferred compensation | 2,950 | 2,375 |
Accumulated pension obligation | 4,261 | 7,431 |
Other liabilities | 3,850 | 2,897 |
Deferred income taxes | 27,770 | 2,282 |
Accrued income taxes | 1,895 | 1,820 |
Total liabilities | 192,500 | 238,751 |
Commitments and contingencies (Note 10) | ||
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; 9,504,075 shares at August 31, 2023 and 9,462,765 shares at August 31, 2022 issued and outstanding | 952 | 947 |
Additional paid-in capital | 24,142 | 21,409 |
Accumulated other comprehensive loss | (11,310) | (20,367) |
Retained earnings | 394,522 | 370,840 |
Total equity | 408,306 | 372,829 |
Total liabilities and equity | $ 600,806 | $ 611,580 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Aug. 31, 2023 | Aug. 31, 2022 |
CONDENSED CONSOLIDATED BALANCE SHEETS | ||
Accounts receivable, allowance for doubtful accounts (in dollars) | $ 833 | $ 610 |
Property, plant and equipment, accumulated depreciation (in dollars) | 61,678 | 52,503 |
Intangible assets, accumulated amortization (in dollars) | $ 125,939 | $ 101,237 |
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 | 9,504,075 | 9,462,765 |
Common stock, shares outstanding | 9,504,075 | 9,462,765 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2023 | Aug. 31, 2022 | Aug. 31, 2021 | |
Revenue | |||
Revenue | $ 404,015 | $ 325,660 | $ 293,336 |
Costs and Expenses | |||
Cost of products and services sold | 258,574 | 202,708 | 174,660 |
Selling, general and administrative expenses | 77,117 | 54,438 | 52,100 |
Research and product development costs | 6,035 | 4,415 | 4,056 |
Operations optimization costs (Note 19) | 1,992 | 842 | 977 |
Acquisition-related costs (Note 14) | 4,299 | 4,000 | 128 |
Loss on impairment/write-off of long-term assets (Note 3, 8) | 1,689 | 100 | |
Loss on contingent consideration (Note 14) | 702 | 432 | 1,664 |
Operating income | 53,607 | 58,825 | 59,651 |
Interest expense | (8,981) | (425) | (297) |
Other (expense) income | (1,435) | 198 | (760) |
Income before income taxes | 43,191 | 58,598 | 58,594 |
Income taxes (Note 7) | 10,009 | 13,927 | 13,674 |
Net income | $ 33,182 | $ 44,671 | $ 44,920 |
Net income available to common shareholders, per common and common equivalent share (Note 4) | |||
Basic | $ 3.49 | $ 4.72 | $ 4.75 |
Diluted | $ 3.48 | $ 4.70 | $ 4.73 |
Weighted average shares outstanding | |||
Basic | 9,424,729 | 9,399,085 | 9,383,085 |
Diluted | 9,458,616 | 9,434,341 | 9,428,416 |
Annual cash dividends declared per share | $ 1 | $ 1 | $ 0.80 |
Sales | |||
Revenue | |||
Revenue | $ 400,882 | $ 322,462 | $ 289,802 |
Royalties and commissions | |||
Revenue | |||
Revenue | $ 3,133 | $ 3,198 | $ 3,534 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2023 | Aug. 31, 2022 | Aug. 31, 2021 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | |||
Net income | $ 33,182 | $ 44,671 | $ 44,920 |
Other comprehensive income (loss): | |||
Net unrealized gain (loss) on restricted investments, net of tax | 93 | (354) | 249 |
Change in funded status of pension plans, net of tax | 3,420 | 779 | 338 |
Pension settlement, net of tax | 159 | ||
Foreign currency translation adjustment | 5,385 | (9,582) | 1,295 |
Total other comprehensive income (loss) | 9,057 | (9,157) | 1,882 |
Comprehensive income | $ 42,239 | $ 35,514 | $ 46,802 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Thousands | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (loss) | Retained Earnings | Total |
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 paid, per share | (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 paid, per share | (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 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Restricted stock grants, net of forfeitures | $ 4 | (4) | |||
Restricted stock grants, net of forfeitures (in shares) | 37,922 | ||||
Amortization of restricted stock grants | 2,854 | 2,854 | |||
Amortization of stock option grants | 802 | 802 | |||
Exercise of stock options | $ 2 | 649 | 651 | ||
Exercise of stock options (in shares) | 18,330 | ||||
Common stock received for payment of stock option exercises | (650) | (650) | |||
Common stock received for payment of stock option exercises (in shares) | (6,890) | ||||
Common stock retained to pay statutory minimum withholding taxes on common stock | $ (1) | (918) | (919) | ||
Common stock retained to pay statutory minimum withholding taxes on common stock (in shares) | (8,052) | ||||
Cash dividend paid, per share | (9,500) | (9,500) | |||
Change in funded status of pension plans, net of tax | 3,420 | 3,420 | |||
Pension settlement, net of tax | 159 | 159 | |||
Foreign currency translation adjustment | 5,385 | 5,385 | |||
Net unrealized gain (loss) on restricted investments, net of tax | 93 | 93 | |||
Net income | 33,182 | 33,182 | |||
Balance at Aug. 31, 2023 | $ 952 | $ 24,142 | $ (11,310) | $ 394,522 | $ 408,306 |
Balance (in shares) at Aug. 31, 2023 | 9,504,075 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2023 | Aug. 31, 2022 | Aug. 31, 2021 | |
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY | |||
Cash dividends paid per share (in dollars per share) | $ 1 | $ 1 | $ 0.80 |
Change in funded status of pension plans, tax | $ (703) | $ 255 | $ 585 |
Pension settlement loss, net of tax | 54 | ||
Net unrealized gain (loss) on restricted investments, tax | $ 31 | $ 116 | $ 75 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2023 | Aug. 31, 2022 | Aug. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||
Net income | $ 33,182 | $ 44,671 | $ 44,920 |
Adjustments to reconcile net income to net cash provided by operating activities | |||
Loss on impairment/write-off of long-term assets | 1,689 | 100 | |
Loss on contingent consideration | 702 | 432 | 1,664 |
Depreciation | 8,906 | 3,547 | 3,946 |
Amortization | 23,666 | 11,751 | 12,858 |
Inventory purchase accounting adjustment | 2,242 | ||
Excess and obsolescence inventory adjustment | 2,318 | 671 | (365) |
Provision for allowance for doubtful accounts | 265 | 169 | 11 |
Stock-based compensation | 3,656 | 3,147 | 2,978 |
Realized gain on restricted investments | (114) | (96) | (65) |
Pension curtailment and settlement loss | 159 | ||
Deferred taxes | (6,441) | (1,023) | (908) |
Increase (decrease) from changes in assets and liabilities | |||
Accounts receivable | 8,009 | (6,580) | (7,921) |
Inventory | 5,578 | (23,316) | (545) |
Prepaid expenses and other assets | (1,941) | (1,395) | (490) |
Accounts payable | (6,764) | 989 | 6,164 |
Accrued compensation and other expenses | (27) | 1,506 | 954 |
Accrued income taxes | (749) | 386 | (2,084) |
Net cash provided by operating activities | 74,336 | 34,859 | 61,217 |
CASH FLOWS FROM INVESTING ACTIVITIES | |||
Purchases of property, plant and equipment | (7,306) | (3,938) | (2,441) |
Payments for acquisitions, net of cash acquired | (249,594) | (31,238) | |
Changes in restricted investments | (331) | (489) | (248) |
Net cash used in investing activities | (257,231) | (4,427) | (33,927) |
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Proceeds on principle on debt | 180,000 | ||
Payments of principal on debt | (75,000) | ||
Dividend paid | (9,500) | (9,460) | (7,557) |
Proceeds from exercise of common stock options | 1 | 87 | |
Payments of taxes on stock options and restricted stock | (919) | (695) | (778) |
Net cash (used) provided in financing activities | (85,418) | 169,845 | (8,248) |
(DECREASE) INCREASE IN CASH & CASH EQUIVALENTS | (268,313) | 200,277 | 19,042 |
Effect of foreign exchange rates on cash | 1,837 | (4,211) | 1,319 |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 315,495 | 119,429 | 99,068 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 49,019 | 315,495 | 119,429 |
Non-cash Investing and Financing Activities | |||
Common stock received for payment of stock option exercises | 650 | 40 | 206 |
Property, plant and equipment additions included in accounts payable | $ 319 | $ 146 | $ 256 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Aug. 31, 2023 | |
Basis of Financial Statement Presentation | |
Basis of Financial Statement Presentation | 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; (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; and (vi) highly differentiated polymers and polymerization technologies which are utilized in high-growth end markets such as personal care, polymer additives, coatings, diversified consumer products and masterbatches. 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. 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 $28,350 as of August 31, 2023. Accounts Receivable 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. The Company estimates 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 is stated at cost. The Company evaluates the potential impairment of goodwill annually each fourth quarter and whenever events or circumstances indicate the carrying value of the goodwill may not be recoverable. The Company performs a qualitative assessment of goodwill to determine whether further impairment testing is necessary. Factors that management considers in this assessment include general economic and industry conditions, overall financial performance (both current and projected), changes in strategy, changes in the composition or carrying amount of net assets, and market capitalization. Intangible Assets Intangible assets consist of patents, formulas, trade names, customer relationships, developed technologies 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. Leases 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 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 $6,035, $4,415 and $4,056 for the years ended August 31, 2023, 2022 and 2021, 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. 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, ABchimie, and NuCera Solutions 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 financial position and results of operations of the NuCera Solutions operations in Singapore are measured using the Singapore dollar 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 (expense) income on the consolidated statements of operations and were (expense) income 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. Business Combinations Business Combinations are recorded using the acquisition method. We assign the value of the consideration transferred to acquire a business to the tangible assets, identifiable intangible assets acquired, and liabilities assumed on the basis of their fair values at the date of acquisition. Any excess purchase price over the fair value of the net tangible and intangible assets acquired is allocated to goodwill. Any excess of the purchase price is largely attributable to the synergies and economies of scale from combining operations, technologies and research and development capabilities. The Company assesses the fair value of assets, including intangible assets, using a variety of methods, and each asset is measured at fair value from the perspective of a market participant. The method used to estimate the fair values of intangible assets incorporates significant assumptions regarding the estimates a market participant would make in order to evaluate an asset, including a market participant’s use of the asset. Some of the most significant assumptions used include the discount rate, forward-looking financial information, and estimated customer attrition rates. A change in one of these assumptions could have material changes on the value of the intangible assets and goodwill which will impact the amortization expense in future periods and the goodwill impairment evaluation. Transaction costs and restructuring costs associated with a transaction to acquire a business are expensed as incurred. 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, personal care, 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, specialty polymers and superabsorbent polymers. Beginning September 1, 2022 (first day of fiscal 2023), the Adhesives, Sealants and Additives segment includes the acquired operations of NuCera Solutions, 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 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 Fiscal 2023 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. The Company adopted ASU 2020-04 on September 1, 2020. 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. |
Inventories
Inventories | 12 Months Ended |
Aug. 31, 2023 | |
Inventory | |
Inventory | Note 2—Inventory Inventory consisted of the following as of August 31, 2023 and 2022: August 31, August 31, 2023 2022 Raw materials $ 33,576 $ 37,909 Work in process 9,789 9,569 Finished goods 26,211 15,561 Total Inventory $ 69,576 $ 63,039 |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Aug. 31, 2023 | |
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, 2023 and 2022: August 31, August 31, 2023 2022 Land and improvements $ 8,844 $ 4,994 Buildings 16,848 16,771 Machinery and equipment 78,425 49,458 Leasehold improvements 12,900 4,774 Construction in progress 5,130 754 122,147 76,751 Accumulated depreciation (61,678) (52,503) Property, plant and equipment, net $ 60,469 $ 24,248 R&D relocation of the Houston, TX facility NuCera-related fixed asset disposals Engineering Studies Related to Facility Consolidation and Rationalization Initiative 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. |
Goodwill and Other Intangibles
Goodwill and Other Intangibles | 12 Months Ended |
Aug. 31, 2023 | |
Goodwill and Other Intangibles | |
Goodwill and Other Intangibles | 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, 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 Acquisition of NuCera Solutions 81,482 — — 81,482 Foreign currency translation adjustment 1,552 — 16 1,568 Balance at August 31, 2023 $ 146,306 $ 21,215 $ 10,689 $ 178,210 As of August 31, 2023 and 2022, the Company had a total goodwill balance of $178,210 and $95,160, respectively, related to its acquisitions, of which $25,223 and $27,472 respectively, remained deductible for income taxes. Intangible assets subject to amortization consisted of the following as of August 31, 2023 and 2022: Weighted Average Gross Carrying Accumulated Net Carrying Amortization Period Value Amortization Value August 31, 2023 Patents and agreements 14.6 years $ 1,760 $ 1,733 $ 27 Formulas and technology 7.9 years 24,254 11,922 12,332 Trade names 6.3 years 14,852 9,478 5,374 Customer lists and relationships 11.1 years 244,324 102,806 141,518 $ 285,190 $ 125,939 $ 159,251 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 Aggregate amortization expense related to intangible assets for the years ended August 31, 2023, 2022 and 2021 was $23,666, $11,751 and $12,858, respectively. As of August 31, 2023 estimated amortization expense for the next five fiscal years is as follows: Years ending August 31, 2024 $ 19,675 2025 18,075 2026 17,277 2027 14,730 2028 14,112 Thereafter 75,382 $ 159,251 |
Cash Surrender Value of Life In
Cash Surrender Value of Life Insurance | 12 Months Ended |
Aug. 31, 2023 | |
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, 2023 and 2022: 2023 2022 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, 2023 | |
Long-Term Debt | |
Long-Term Debt | Note 6—Long-Term Debt Long-term debt consisted of the following at August 31, 2023 and 2022: 2023 2022 All-revolving credit facility with a borrowing capacity of $200,000 $ 105,000 $ 180,000 Long-term debt $ 105,000 $ 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 is used to provide for additional liquidity to finance acquisitions, working capital and capital expenditures, and for other general corporate purposes. The Credit Agreement includes a 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. Effective February 1, 2023, the Credit Agreement transitioned to a secured overnight financing rate (SOFR) in substitution for the London Interbank Offered Rate (LIBOR) and will commence at the next interest rate renewal period. The applicable interest rate for the Revolving Facility and Term Loan (defined below) is based on the effective SOFR base rate plus a SOFR adjustment based on the term of the interest rate period plus a spread ranging from 1.00% to 1.75%, depending on the consolidated net leverage ratio of Chase and its subsidiaries. The SOFR adjustment is based on interest rate periods of 1-month at .1%, 3-months at .15%, and 6-months at .25%. Prior to the transition to SOFR, the applicable interest rate for the Revolving Facility and Term Loan was based on the effective LIBOR plus a spread ranging from 1.00% to 1.75%, depending on the consolidated net leverage ratio of Chase and its subsidiaries. As of August 31, 2023, the Company had $105,000 in long-term debt related to the acquisition of NuCera Solutions that closed on September 1, 2022. The long-term debt has a weighted average interest rate of 6.43% as of August 31, 2023. The Credit Agreement has a five-year term with interest payments due at the end of the applicable LIBOR or SOFR period (but in no event less frequently than the three-month anniversary of the commencement of such LIBOR or SOFR period) and principal payment due at the expiration of the agreement, July 27, 2026. 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 $336,388 at August 31, 2023. 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 no greater than 3.25 to 1.00 and a consolidated interest coverage ratio of no less than 3.50 to 1.00 (both defined in the Credit Agreement). The Credit Agreement requires lender permission for acquisitions over a certain size, and allows the company to temporarily modify the consolidated leverage ratio when an acquisition greater than $50,000 is consummated during an applicable measurement period. Due to the NuCera acquisition, the consolidated leverage ratio was not to exceed 3.75 to 1.00 as of the end of the four fiscal quarters following the acquisition. 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 or SOFR breakage fees. Chase Corporation was in compliance with the debt covenants under the Credit Agreement as of August 31, 2023. |
Income Taxes
Income Taxes | 12 Months Ended |
Aug. 31, 2023 | |
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, 2023, 2022 and 2021. 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, 2023, 2022 and 2021. 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 2023, 2022 or 2021. 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 2023, the Company’s effective tax rate included a FDII deduction benefit of $903 . In addition, during fiscal 2023, 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, 2023, 2022 and 2021 was: Year Ended August 31, 2023 2022 2021 United States $ 32,239 $ 49,015 $ 52,182 Foreign 10,952 9,583 6,412 $ 43,191 $ 58,598 $ 58,594 The provision (benefit) for income taxes for the years ended August 31, 2023, 2022 and 2021 was: Year Ended August 31, 2023 2022 2021 Current: Federal $ 10,868 $ 10,346 $ 11,677 State 2,436 2,589 782 Foreign 3,146 2,015 2,123 Total current income tax provision 16,450 14,950 14,582 Deferred: Federal (5,212) (775) (832) State (783) 47 (124) Foreign (446) (295) 48 Total deferred income tax benefit (6,441) (1,023) (908) Total income tax provision $ 10,009 $ 13,927 $ 13,674 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 2023, 2022 and 2021, net of offsets generated by federal, state and foreign tax benefits, was 23.2%, 23.8% and 23.3%, 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, 2023, 2022 and 2021: Year Ended August 31, 2023 2022 2021 Federal statutory rates 21.0 % 21.0 % 21.0 % Adjustment resulting from the tax effect of: State and local taxes, net of federal benefit 2.0 % 2.3 % 2.3 % Foreign tax rate differential 0.5 % (0.3) % (0.3) % Adjustment to uncertain tax position (0.1) % (0.5) % 0.1 % Transaction costs not deductible 0.0 % 0.8 % 0.0 % Research credit generated (0.3) % (0.1) % (0.1) % Stock Compensation 0.1 % 0.0 % (0.3) % Permanent items 1.1 % 2.2 % 1.1 % GILTI and Subpart F, net of foreign tax credit 0.4 % 0.2 % 0.3 % Deferred income tax remeasurement 0.0 % (0.5) % 0.1 % Foreign Derived Intangible Income (2.1) % (1.2) % (1.1) % Performance-based earnout contingency 0.4 % 0.2 % 0.6 % Other 0.2 % (0.3) % (0.4) % Effective income tax rate 23.2 % 23.8 % 23.3 % 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, 2023 2022 Deferred tax assets: Allowance for doubtful accounts $ 385 $ 363 Inventories 1,296 715 Accruals 696 728 Research and development 1,211 — Warranty reserve 18 6 Pension accrual 2,345 1,872 Deferred compensation 630 559 Foreign currency loss on previously taxed income — 56 Loan finance costs (40) — Restricted stock grants 683 495 Non-qualified stock options 385 323 Lease liability 1,898 2,208 Unrealized gain/loss on foreign exchange 129 — Other 31 36 9,667 7,361 Deferred tax liabilities: Prepaid liabilities (117) (38) Foreign intangibles (3,616) (2,099) Right-of-use asset (1,818) (2,154) Depreciation and amortization (31,883) 411 (37,434) (3,880) Net deferred tax assets (liabilities) $ (27,767) $ 3,481 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. The net operating loss for fiscal 2023 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, 2023 and 2022, respectively, 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, 2023, 2022 and 2021 are as follows: 2023 2022 2021 Balance, at beginning of the year $ 1,820 $ 2,190 $ 1,941 Increase for tax positions related to the current year 9 99 — Decreases for currency translation adjustments 37 (71) — Increase (decrease) for tax positions related to prior years 13 — 1,180 Decreases for settlement of uncertain tax positions (30) — (705) Increase for interest and penalties 35 97 208 Decrease for lapses of statute of limitations 11 (495) (434) Balance, at end of year $ 1,895 $ 1,820 $ 2,190 The unrecognized tax benefits mentioned above include an aggregate of $619 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 $35, 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 $510 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 2019. For foreign jurisdictions, the statute of limitations remains open in the U.K and France for fiscal years subsequent to 2019. |
Leases
Leases | 12 Months Ended |
Aug. 31, 2023 | |
Leases | |
Leases | Note 8—Leases 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, 2023 and 2022: August 31, August 31, 2023 2022 Assets Operating lease right-of-use assets $ 6,986 $ 8,596 Liabilities Current (accrued expenses) $ 1,485 $ 1,448 Operating lease long-term liabilities 5,110 6,618 Total lease liability $ 6,595 $ 8,066 Lease cost The components of lease costs for the years ended August 31, 2023, 2022, and 2021 are as follows: Year Ended August 31, 2023 2022 2021 Operating lease cost (a) $ 4,055 $ 3,332 $ 3,772 (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, 2023 was as follows: Future Operating Year ending August 31, Lease Payments 2024 1,664 2025 1,439 2026 1,101 2027 738 2028 553 2029 and thereafter 1,675 Less: Interest (575) Present value of lease liabilities $ 6,595 The weighted average remaining lease term and discount rates are as follows: August 31, August 31, 2023 2022 Lease Term and Discount Rate Weighted average remaining lease terms (years) Operating leases 5.9 6.5 Weighted average discount rate (percentage) Operating leases 3.2 % 2.8 % Other Information Supplemental cash flow information related to leases is as follows: Year Ended August 31, 2023 2022 Operating cash outflows from operating leases $ 2,621 $ 1,725 Total cash paid for amounts included in the measurement of lease liabilities $ 2,621 $ 1,725 Total rental expense for all operating leases amounted to $4,055, $3,332 and $3,772 for the years ended August 31, 2023, 2022 and 2021, respectively. Woodlands, TX – Lease Impairment/write-off During the third quarter of 2023, Chase moved out of the Woodlands, TX facility (previously NuCera Corporate and R&D headquarters) to a smaller R&D facility in Houston, TX. On the last day of the third fiscal quarter, the Company signed a sublease agreement for the Woodlands office and expensed Woburn, MA – Lease Impairment/write-off On the last day of the second fiscal quarter, the Company signed a termination agreement for the Woburn, MA facility and wrote off the right-of-use asset and liability of the Woburn, MA lease, expensing $314 in the second fiscal quarter of 2023. Additionally, the Company expensed $548 as a lease impairment related to the Woburn, MA facility in the first quarter of fiscal 2023. The lease impairment/write-off (noted above) are included in the loss on impairment/write-off of long-term assets within the consolidated statements of operations. |
Benefits and Pension Plans
Benefits and Pension Plans | 12 Months Ended |
Aug. 31, 2023 | |
Pensions and Other Postretirement Benefits | |
Pensions and Other Postretirement Benefits | 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 $1,905, $942, and $844 for the years ended August 31, 2023, 2022 and 2021, 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 restricted investments under the plans were $2,938 and $2,367 at August 31, 2023 and 2022, respectively, and corresponding deferred compensation liabilities were $2,950 and $2,375 on August 31, 2023 and 2022, 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, 2023. 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. The following tables reflect the status of the Company’s pension plans for the years ended August 31, 2023 2022 and 2021: Year Ended August 31, 2023 2022 2021 Change in benefit obligation Projected benefit obligation at beginning of year $ 16,798 $ 20,261 $ 20,663 Service cost 264 382 366 Interest cost 612 384 341 Actuarial (gain) loss (2,256) (2,202) 645 Benefits paid (2,371) (2,027) (1,754) Projected benefit obligation at end of year $ 13,047 $ 16,798 $ 20,261 Change in plan assets Fair value of plan assets at beginning of year $ 7,802 $ 9,280 $ 8,168 Actual return on plan assets 373 (1,369) 1,301 Employer contribution 1,564 1,917 1,565 Benefits paid (2,371) (2,026) (1,754) Fair value of plan assets at end of year $ 7,368 $ 7,802 $ 9,280 Funded status at end of year $ (5,679) $ (8,996) $ (10,981) Year Ended August 31, 2023 2022 2021 Amounts recognized in consolidated balance sheets Noncurrent assets $ 147 $ — $ — Current liabilities (1,565) (1,565) (1,565) Noncurrent liabilities (4,261) (7,431) (9,416) Net amount recognized in consolidated balance sheets $ (5,679) $ (8,996) $ (10,981) Actuarial present value of benefit obligation and funded status Accumulated benefit obligations $ 11,649 $ 15,093 $ 17,898 Projected benefit obligations $ 13,047 $ 16,798 $ 20,261 Plan assets at fair value $ 7,368 $ 7,802 $ 9,280 Amounts recognized in accumulated other comprehensive income Prior service cost $ 33 $ 37 $ 40 Net actuarial loss 5,734 8,659 9,674 Adjustment to pre-tax accumulated other comprehensive income $ 5,767 $ 8,696 $ 9,714 Year Ended August 31, 2023 2022 2021 Other changes in plan assets and benefit obligations recognized in other comprehensive income Net (gain)/loss $ (385) $ (439) $ (884) Amortization of loss (455) (593) (656) Supplemental plan assumption change (1,873) 17 619 Amortization of prior service cost (3) (3) (3) Effect of settlement on accumulated other comprehensive income (213) — — Total recognized in other comprehensive income (2,929) (1,018) (924) Net periodic pension cost 1,177 951 975 Total recognized in net periodic pension cost and other comprehensive income $ (1,752) $ (67) $ 51 Estimated amounts that will be amortized from accumulated comprehensive income over the next fiscal year Prior service cost $ 3 $ 3 $ 3 Net actuarial loss 345 594 593 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, 2023, 2022 and 2021 included the following: 2023 2022 2021 Components of net periodic benefit cost Service cost $ 264 $ 382 $ 366 Interest cost 612 384 341 Expected return on plan assets (370) (411) (391) Amortization of prior service cost 3 3 3 Amortization of accumulated loss 455 593 656 Curtailment and settlement loss 213 — — Net periodic benefit cost $ 1,177 $ 951 $ 975 Weighted average assumptions used to determine benefit obligations as of August 31, 2023, 2022 and 2021 are as follows: 2023 2022 2021 Discount rate Qualified plan 5.00 % 4.21 % 2.15 % Supplemental plan 5.27 % 4.36 % 1.95 % Rate of compensation increase Qualified and Supplemental plan 3.50 % 3.50 % 3.50 % Weighted average assumptions used to determine net periodic benefit cost for the years ended August 31, 2023, 2022 and 2021 are as follows: 2023 2022 2021 Discount rate Qualified plan 4.21 % 2.15 % 1.92 % Supplemental plan 4.36 % 1.95 % 1.65 % Expected long-term return on plan assets Qualified plan 5.55 % 4.85 % 5.25 % Supplemental plan — % — % — % Rate of compensation increase Qualified and Supplemental plan 3.50 % 3.50 % 3.50 % 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 $67 for the Qualified Plan and ($21) 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 $48 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 6.65%. 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, 2023, 2022 and 2021: Target Allocation Percentage of Plan Assets as of August 31, Asset Category Range 2023 2022 2021 Equity securities 10-80 % 46 % 47 % 46 % Debt securities 20-75 % 54 % 53 % 54 % Other 0-100 % — % — % — % Total 100 % 100 % 100 % 100 % 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, 2023 and 2022 by asset category: Fair value measurements at Fair value measurements at August 31, 2023 August 31, 2022 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 2023 (Level 1) (Level 2) (Level 3) 2022 (Level 1) (Level 2) (Level 3) Asset Category Equity securities $ 3,389 $ 3,389 $ — $ — $ 3,667 $ 3,667 $ — $ — Debt securities 3,979 3,979 — — 4,135 4,135 — — Total $ 7,368 $ 7,368 $ — $ — $ 7,802 $ 7,802 $ — $ — 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 2024 $ 2,970 2025 1,760 2026 1,743 2027 1,153 2028 1,072 2029-2033 3,525 $ 12,223 The Company contributed $1,564, $1,917 and $1,565 to fund its obligations under the pension plans for the years ended August 31, 2023, 2022 and 2021, respectively. The Company plans to make the necessary contributions during fiscal 2024 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, 2023 | |
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, 2023, 836,142 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 17,725 shares of common stock remained outstanding under the 2005 Plan as of August 31, 2023. Restricted Stock Employees and Executive Management In August 2016, the Board of Directors of the Company 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 August 31, 2021. The latter award was amended in August 2017 to vest in five equal annual installments over the five-year period following the grant date. Compensation expense was recognized on a ratable basis over the vesting period. 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 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 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 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 was an equity-based plan with a grant date of September 1, 2019 and contained 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 had 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 shares, 616 shares 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. 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 was an equity-based plan with a grant date of September 1, 2020 and contained 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 was 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 was 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 vested on the same terms as those granted under the 2021 LTIP in September 2020. Compensation expense was 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 a vesting date 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. In August 2022, the Board of Directors of the Company approved the fiscal year 2023 LTIP for the executive officers and other members of management. The 2023 LTIP is an equity-based plan with a grant date of September 1, 2022 and contains the following equity components: (a) a performance and service-based stock grant of 10,580 shares of time-based restricted stock in aggregate, subject to adjustment based on fiscal 2023 results, with a vesting date of August 31, 2025, 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 9,918 shares and 636 shares, with a vesting date of August 31, 2025 and August 31, 2023, respectively, for which compensation expense is recognized on a ratable basis over the vesting period. In addition to the 2023 LTIP, the Board of Directors approved a retention grant with a grant date of September 1, 2022 of an aggregate of In December 2022, restricted stock in the amount of 314 shares was issued to a non-executive member of management and is scheduled to vest on August 31, 2025. Compensation expense is being recognized on a ratable basis over the vesting period. In the second quarter of fiscal 2023, restricted stock in the amount of 1,486 shares related to the fiscal 2023 retention grants were forfeited in conjunction with the termination of employment of non-executive members of management of the Company. In the third quarter of fiscal 2023, restricted stock in the amount of 166 shares related to the fiscal 2020 grant were forfeited in conjunction with the termination of employment of a non-executive member of management of the Company. In the third quarter of fiscal 2023, restricted stock in the amount of 1,129 shares was issued to a non-executive member of management, with 565 shares and 564 shares vesting on March 31, 2025 and March 31, 2027, respectively. Compensation expense is being recognized on a ratable basis over the vesting period. 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 was recognized over the period of the award consistent with the vesting terms. Non-employee Board of Directors 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 expense 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 vested at the conclusion of this service period. Compensation expense was 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 vested at the conclusion of this service period. Compensation expense was 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 vested on January 31, 2023. Compensation expense was recognized on a ratable basis over the twelve-month vesting period. In February 2023, as part of their standard compensation for board service, non-employee members of the Board received a total grant of 7,824 shares of restricted stock for service for the period January 31, 2023 through January 31, 2024. The shares of restricted stock will vest at the conclusion of this service period. Compensation expense 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, 2023, 2022 and 2021 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, 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 Granted 7,824 97.15 — — 32,592 88.63 Vested (5,456) 93.48 (2,306) 108.42 (14,957) 98.32 Forfeited or cancelled — — — — (2,494) 98.80 Unvested restricted stock at August 31, 2023 7,824 $ 97.15 — $ — 56,697 $ 100.57 Stock Options 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 vested in options will expire on September 1, 2029. Compensation expense was 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 was an equity-based plan with a grant date of September 1, 2020 and included options to purchase per share. The options vested 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 vested on the same terms as those granted in September 2020 under the 2021 LTIP. Compensation expense was 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. In August 2022, the Board of Directors of the Company approved the fiscal year 2023 LTIP for the executive officers and other members of management. The 2023 LTIP is an equity-based plan with a grant date of September 1, 2022 and included options to purchase 25,987 shares of common stock in the aggregate with an exercise price of $88.16 per share. The options vest in three equal installments ending on August 31, 2025 and will expire on September 1, 2032. Compensation expense is being recognized over the period of the award consistent with the vesting terms. In October 2022, options to purchase 2,733 shares of common stock were forfeited in conjunction with the termination without cause of a now former employee of the Company. In December 2022, options to purchase 791 shares of common stock were awarded to a non-executive member of management in the aggregate with an exercise price of $95.00 per share. The options will vest in three annual installments beginning on August 31, 2023 and ending on August 31, 2025 and will expire on September 1, 2032. Compensation expense is being recognized over the period of the award consistent with the vesting terms. The following table summarizes information about stock options outstanding as of August 31, 2023: 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 $ 35.50 10,479 1.0 $ 35.50 $ 954 10,479 $ 35.50 $ 954 $ 39.50 10,072 2.0 $ 39.50 $ 876 10,072 $ 39.50 $ 876 $ 64.37 31,089 3.0 $ 64.37 $ 1,932 31,089 $ 64.37 $ 1,932 $ 93.50 7,813 4.0 $ 93.50 $ 258 7,813 $ 93.50 $ 258 $ 94.88 14,480 8.4 $ 94.88 $ 458 — $ 94.88 $ — $ 97.57 12,269 7.0 $ 97.57 $ 355 12,269 $ 97.57 $ 355 $ 100.22 49,017 6.0 $ 100.22 $ 1,288 49,017 $ 100.22 $ 1,288 $ 104.00 606 4.5 $ 104.00 $ 14 606 $ 104.00 $ 14 $ 104.04 749 7.0 $ 104.04 $ 17 749 $ 104.04 $ 17 $ 114.50 10,964 8.0 $ 114.50 $ 132 7,310 $ 114.50 $ 88 $ 123.95 7,410 5.0 $ 123.95 $ 19 7,410 $ 123.95 $ 19 $ 88.16 25,987 9.0 $ 88.16 $ 996 8,669 $ 88.16 $ 332 $ 95.00 791 9.0 $ 95.00 $ 25 263 $ 95.00 $ 8 181,726 5.7 $ 86.21 $ 7,324 145,746 $ 84.37 $ 6,141 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. 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, 2023, 2022 and 2021: 2023 2022 2021 Expected dividend yield 1.1 % 0.8 % 0.7 % Expected life 6.0 years 6.3 years 6.0 years Expected volatility 39.1 % 38.7 % 39.5 % Risk-free interest rate 3.3 % 1.3 % 0.4 % Stock based compensation expense recognized in fiscal years 2023, 2022 and 2021 was $3,656, $3,147 and $2,978, respectively. Officers and Employees Weighted Average Exercise Price 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 Granted 26,778 $ 88.36 Exercised (18,330) $ 35.52 Forfeited or cancelled (2,733) 103.98 Options outstanding at August 31, 2023 181,726 $ 86.21 Options exercisable at August 31, 2023 145,746 $ 84.37 The weighted average grant date fair value of options granted in the years ended August 31, 2023, 2022 and 2021 was $33.77, $37.71 and $34.45 per share, respectively. The total pretax intrinsic value of stock options exercised was $1,142, $195 and $558 for the years ended August 31, 2023, 2022, and 2021, respectively. Excluding the effects of common stock reserved for issuance upon exercise of the 181,726 outstanding options, there were 836,142 shares of common stock available for future issuance under the Company’s Amended and Restated 2013 Equity Incentive Plan on August 31, 2023. 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 $140, $20 and $114 for the years ended August 31, 2023, 2022 and 2021, respectively. As of August 31, 2023, unrecognized expense related to all stock-based compensation described above was $3,042 (including $2,400 for restricted stock and $642 for stock options), which will be recognized over the next four |
Segment Data
Segment Data | 12 Months Ended |
Aug. 31, 2023 | |
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, personal care, 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, specialty polymers and superabsorbent polymers. Beginning September 1, 2022 (first day of fiscal 2023), the Adhesives, Sealants and Additives segment includes the acquired operations of NuCera, 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, 2023 2022 2021 Revenue Adhesives, Sealants and Additives $ 207,900 $ 135,770 $ 126,864 Industrial Tapes 153,660 143,954 120,873 Corrosion Protection and Waterproofing 42,455 45,936 45,599 Total $ 404,015 $ 325,660 $ 293,336 Income before income taxes Adhesives, Sealants and Additives $ 29,314 (a), (b) $ 37,657 (d) $ 36,520 (f) Industrial Tapes 47,694 41,387 37,407 Corrosion Protection and Waterproofing 14,729 17,415 15,913 (g) Total for reportable segments 91,737 96,459 89,840 Corporate and common costs (48,546) (c) (37,861) (e) (31,246) (h) Total $ 43,191 $ 58,598 $ 58,594 Includes the following costs by segment: Adhesives, Sealants and Additives Interest $ 8,981 $ 170 $ 116 Depreciation 6,423 924 1,065 Amortization 23,658 10,466 10,685 Industrial Tapes Interest $ — $ 170 $ 83 Depreciation 1,270 1,568 1,718 Amortization 3 1,280 1,537 Corrosion Protection and Waterproofing Interest $ — $ 85 $ 98 Depreciation 495 516 588 Amortization 5 5 636 (a) Includes a $702 year-to-date loss on the upward adjustment of the performance-based earn out contingent consideration associated with the September 2020 acquisition of ABchimie, $516 in operation optimization costs related to the move from Woburn, MA to O’Hara Township, PA, $862 loss on impairment/write-off of long-term asset related to the Woburn, MA facility, $331 year-to-date loss on impairment/write-off of long-term asset related to the relocation of the Woodlands, TX facility to the new NuCera-related R&D facility in Houston, TX, and $492 and $3 year-to-date loss on impairment/write-off of long-term asset related to a discontinued NuCera-related engineering design study and fixed asset disposal from our Barnsdall, OK facility (b) Includes $2,242 of purchase accounting inventory adjustment related to the Company’s NuCera business and $2,280 of backlog amortization fully amortized related to the Company’s NuCera business both incurred during the first quarter of the fiscal year (c) Includes $1,476 in operations optimization costs related to the Company’s ERP upgrade, $4,270 of acquisition-related expenses attributable to the merger agreement signed on July 21, 2023, $29 of acquisition-related expenses attributable to NuCera, (d) For 2022, 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 (e) For 2022, 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 expenses attributable to NuCera (f) For 2021, 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 (g) For 2021, includes expense of $100 for the write-down of certain assets under construction (h) For 2021, includes $128 in acquisition-related expense attributable to the February 2021 acquisition of the operations of Eti August 31, August 31, 2023 2022 Total Assets Adhesives, Sealants and Additives $ 415,361 $ 153,784 Industrial Tapes 82,929 87,751 Corrosion Protection and Waterproofing 33,043 33,037 Total for reportable segments 531,333 274,572 Corporate and common assets (a) 69,473 337,008 Total $ 600,806 $ 611,580 (a) Corporate and common assets at August 31, 2022 include $180,000 in cash drawn from the Company’s revolving credit facility and $70,000 of cash on hand in anticipation of the acquisition of NuCera, which closed on the first day of fiscal year 2023. |
Export Sales and Foreign Operat
Export Sales and Foreign Operations | 12 Months Ended |
Aug. 31, 2023 | |
Segment Data 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 $77,773, $36,305 and $33,439 for the years ended August 31, 2023, 2022 and 2021, respectively. The increase in export sales from fiscal 2023 to fiscal 2022 is reflective of the company-wide year-over-year increase in revenue attributed to NuCera in the current fiscal period. The Company’s products are sold worldwide. Revenue for the years ended August 31, 2023, 2022 and 2021, are attributed to operations located in the following countries: Years Ended August 31, 2023 2022 2021 Revenue United States $ 345,121 $ 281,754 $ 245,476 United Kingdom 23,668 22,295 24,846 France 24,828 9,734 10,927 All other foreign (1) 10,398 11,877 12,087 Total $ 404,015 $ 325,660 $ 293,336 (1) Consists of sales from royalty revenue attributable to its licensed manufacturer in Asia and sales originated from the Company’s foreign operations in China, India and Singapore. As of August 31, 2023 and 2022, 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, 2023 2022 Long-Lived Assets United States Property, plant and equipment, net $ 57,593 $ 21,300 Goodwill and Intangible assets, less accumulated amortization 303,214 105,216 United Kingdom Property, plant and equipment, net 1,719 1,832 Goodwill and Intangible assets, less accumulated amortization 3,598 3,318 France Property, plant and equipment, net 303 239 Goodwill and Intangible assets, less accumulated amortization 29,996 20,130 All other foreign Property, plant and equipment, net 854 877 Goodwill and Intangible assets, less accumulated amortization 653 157 Total Property, plant and equipment, net $ 60,469 $ 24,248 Goodwill and Intangible assets, less accumulated amortization $ 337,461 $ 128,821 |
Supplemental Cash Flow Data
Supplemental Cash Flow Data | 12 Months Ended |
Aug. 31, 2023 | |
Supplemental Cash Flow Data | |
Supplemental Cash Flow Data | Note 13—Supplemental Cash Flow Data Supplemental cash flow information for the years ended August 31, 2023, 2022 and 2021 is as follows: 2023 2022 2021 Income taxes paid $ 16,700 $ 15,017 $ 17,074 Interest paid $ 8,975 $ 282 $ 245 Noncash Investing and Financing Activities Common stock received for payment of stock option exercises $ 650 $ 40 $ 206 Property, plant and equipment additions included in accounts payable $ 319 $ 146 $ 256 |
Acquisitions
Acquisitions | 12 Months Ended |
Aug. 31, 2023 | |
Acquisitions | |
Acquisitions | Note 14—Acquisitions Fiscal 2023 Merger Agreement On July 21, 2023, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Formulations Parent Corporation, a Delaware corporation (“Parent”), Formulations Merger Sub Corporation, a Delaware corporation and a direct, wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent (the “Merger”). The consummation of the Merger (the “Closing”) is subject to certain customary mutual conditions, including (i) the approval of the Company’s shareholders holding at least two thirds of the outstanding shares of Company Common Stock entitled to vote on the adoption of the Merger Agreement, (ii) the expiration or termination of any waiting period (and any extension thereof) applicable to the consummation of the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and the approvals, clearances or expiration of applicable waiting periods of the Merger, as applicable, under the antitrust and foreign investment laws of certain other jurisdictions, and (iii) the absence of any order, injunction, decree or law issued or enforced by any governmental authority of competent jurisdiction that prohibits, renders illegal or enjoins the consummation of the Merger. The 30-day waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), in connection with the Merger expired at 11:59 p.m. on September 5, 2023. The expiration of the HSR Act waiting period satisfies one of the conditions to the closing of the Merger. On October 6, 2023, the Company convened a special meeting of shareholders to consider and vote upon certain proposals related to the Merger Agreement. Each proposal was approved by Shareholders at the Special Meeting. Shareholder approval satisfies one of the conditions to the closing of the Merger. The Company incurred $4,270 of acquisition-related costs (in the fourth fiscal quarter) of fiscal 2023, related to the Plan of Merger. Acquisition of NuCera Solutions On September 1, 2022 (the first day of fiscal 2023), the Company acquired all of the capital stock of NuCera Solutions (“NuCera”). The NuCera acquisition extends our global reach 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 for new blue-chip customers and high-growth end markets such as personal care, polymer additives, coatings, diversified consumer products and masterbatches The Company acquired all of the capital stock of NuCera for a purchase price of $250,000, net of debt, accrued income taxes, cash at closing, and working capital adjustments resulting in a purchase price consideration of $250,092. The Company paid $249,594, net of $498 of cash acquired. The purchase was funded by utilizing $180,000 from the Company’s existing revolving credit facility and the remaining $70,000 from available cash on hand. The Company recorded transaction costs of $29 and $4,000 as of August 31, 2022 and 2023, respectively, related to this acquisition which are excluded from the purchase price. Acquisition-related costs consist of legal and professional fees related to the NuCera acquisition. The NuCera acquisition has been accounted for using the acquisition method of accounting in accordance with Accounting Standards Codification Topic 805, Business Combinations, (“ASC 805”). The purchase price consideration has been allocated to the assets acquired and liabilities assumed of NuCera based upon their fair values as of the acquisition date. Fair values of the assets acquired and liabilities assumed are measured in accordance with ASC Topic 820, Fair Value Measurements, (“ASC 820”), using the discounted cash flows and other applicable valuation techniques. For certain assets and liabilities, those fair values are consistent with historical carrying values. Refer to the table summarizing the purchase consideration and the purchase price allocation to estimate fair Allocation of the Purchase Price Purchase Price Allocation Amount Cash consideration $ 250,092 Total fair value of consideration transferred 250,092 Assets acquired: Cash and cash equivalents $ 498 Accounts receivable 10,392 Inventory 16,062 Prepaid and other current assets 4,848 Property, plant & equipment 38,292 Operating lease right-of-use assets 579 Goodwill 81,482 Intangible assets 148,021 Other assets 212 Total assets acquired 300,386 Liabilities assumed: Accounts payable $ 4,731 Accrued expenses 6,644 Income taxes payable 167 Operating lease long-term liabilities 474 Deferred income taxes 38,179 Accrued income taxes 99 Total liabilities assumed 50,294 Net assets acquired $ 250,092 The purchase price allocation resulted in goodwill of $81,482 of which $1,147 is deductible for income tax purposes. Goodwill consists of the excess of the purchase price over the fair value of the acquired assets and assumed liabilities representing the estimated economic value attributable to future operations Under the acquisition method of accounting for business combinations, if we identified changes to acquired deferred tax asset valuation allowances or liabilities related to uncertain tax positions during the measurement period, and they are related to new information obtained about facts and circumstances that existed as of the acquisition date, those changes are considered a measurement-period adjustment, and we record the offset to goodwill. The Company recorded all other changes to deferred tax asset valuation allowances and liabilities related to uncertain tax positions in current-period income tax expense. This accounting applies to all of our acquisitions, regardless of acquisition date. The revenue and net loss for the results of operations for NuCera was $69,669 and ($11,850) for the year-to-date period of fiscal 2023. The pro forma summary below presents the results of operations as if the NuCera acquisition occurred on September 1, 2021. Proforma adjustments for the twelve months ended August 31, 2022 includes $15,068 of incremental amortization expense from acquired intangible assets, $2,242 of inventory step-up, $8,910 of incremental interest expense, and the tax related impact. The pro forma summary uses estimates and assumptions based on information available at the time. Management believes the estimates and assumptions to be reasonable; however, actual results may have differed significantly from this pro forma financial information. The pro forma information does not reflect any cost savings, operating synergies or revenue enhancements that might have been achieved from combining the operations. The unaudited pro forma summary is provided for illustrative purposes only and does not purport to represent Chase’s actual consolidated results of operations had the acquisition been completed as of the date presented, nor should it be considered indicative of Chase’s future consolidated results of operations. Twelve Months Ended August 31, 2023 2022 Revenue $ 404,016 $ 415,525 Net income 32,386 39,285 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 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. Refer to the table summarizing the identifiable assets acquired and liabilities assumed as of the acquisition date (in thousands). 2021 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 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 $3,538 and $2,584 at August 31, 2023 and 2022, respectively, 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 $702 , $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, 2023, 2022 and 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. Refer to the table summarizing the identifiable assets acquired and liabilities assumed as of the acquisition date (in thousands). 2021 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) 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, 2023 | |
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, 2023 and 2022: August 31, August 31, 2023 2023 Contract Assets Adhesives, Sealants and Additives $ 32 $ 55 Industrial Tapes 12 123 Corrosion Protection and Waterproofing 5 3 Total $ 49 $ 181 The Company did not have any contract liabilities as of August 31, 2023 and 2022. 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, 2023, 2022 and 2021 was as follows: Year Ended August 31, 2023 Adhesives, Sealants Industrial Corrosion Protection Consolidated and Additives Tapes and Waterproofing Revenue Revenue North America $ 109,998 $ 136,995 $ 35,794 $ 282,787 Asia\Middle East 51,062 6,804 4,345 62,211 Europe 45,633 7,304 1,986 54,923 All other foreign 1,207 2,557 330 4,094 Total Revenue $ 207,900 $ 153,660 $ 42,455 $ 404,015 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 Policy Elections Shipping and Handling Policy Election Considering Existence of a Significant Financing Component when the customer pays for that good or service will be one year |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Aug. 31, 2023 | |
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, 2023 and 2022 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, 2023 and 2022: 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, 2023 $ 2,938 $ 2,704 $ 234 $ — Restricted investments August 31, 2022 $ 2,367 $ 2,125 $ 242 $ — 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, 2023 and 2022: 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, 2023 $ 105,000 $ — $ 105,000 $ — Contingent consideration August 31, 2023 $ 3,538 $ — $ — $ 3,538 Long-term debt August 31, 2022 $ 180,000 $ — $ 180,000 $ — Contingent consideration August 31, 2022 $ 2,584 $ — $ — $ 2,584 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 |
Net Income Per Share
Net Income Per Share | 12 Months Ended |
Aug. 31, 2023 | |
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, 2023 2022 2021 Net income $ 33,182 $ 44,671 $ 44,920 Less: Allocated to participating securities 274 297 309 Available to common shareholders $ 32,908 $ 44,374 $ 44,611 Basic weighted average shares outstanding 9,424,729 9,399,085 9,383,085 Additional dilutive common stock equivalents 33,887 35,256 45,331 Diluted weighted average shares outstanding 9,458,616 9,434,341 9,428,416 Net income available to common shareholders, per common and common equivalent share Basic $ 3.49 $ 4.72 $ 4.75 Diluted $ 3.48 $ 4.70 $ 4.73 For the years ended August 31, 2023, 2022 and 2021, stock options to purchase 78,562, 96,912 and 59,508 shares of common stock, respectively, 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, 2023 | 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, 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) Balance at August 31, 2022 $ 164 $ (7,200) $ (13,331) $ (20,367) Other comprehensive gains (losses) before reclassifications 178 3,076 5,385 8,639 Reclassifications to net income of previously deferred (gains) losses (85) 503 — 418 Other comprehensive income (loss) 93 3,579 5,385 9,057 Balance at August 31, 2023 $ 257 $ (3,621) $ (7,946) $ (11,310) 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 Twelve Months Ended Income (Loss) August 31, 2023 August 31, 2022 into Income Gains on Restricted Investments: Realized loss (gain) on sale of restricted investments $ (114) $ (96) Selling, general and administrative expenses Tax expense (benefit) 29 24 Gain net of tax $ (85) $ (72) Loss on Funded Pension Plan adjustments: Amortization of prior pension service costs and unrecognized losses $ 458 $ 596 Other (expense) income Settlement and curtailment loss 213 — Other (expense) income Tax expense (benefit) (168) (147) Loss net of tax $ 503 $ 449 Total net loss reclassified for the period $ 418 $ 377 | 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, 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) Balance at August 31, 2022 $ 164 $ (7,200) $ (13,331) $ (20,367) Other comprehensive gains (losses) before reclassifications 178 3,076 5,385 8,639 Reclassifications to net income of previously deferred (gains) losses (85) 503 — 418 Other comprehensive income (loss) 93 3,579 5,385 9,057 Balance at August 31, 2023 $ 257 $ (3,621) $ (7,946) $ (11,310) 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 Twelve Months Ended Income (Loss) August 31, 2023 August 31, 2022 into Income Gains on Restricted Investments: Realized loss (gain) on sale of restricted investments $ (114) $ (96) Selling, general and administrative expenses Tax expense (benefit) 29 24 Gain net of tax $ (85) $ (72) Loss on Funded Pension Plan adjustments: Amortization of prior pension service costs and unrecognized losses $ 458 $ 596 Other (expense) income Settlement and curtailment loss 213 — Other (expense) income Tax expense (benefit) (168) (147) Loss net of tax $ 503 $ 449 Total net loss reclassified for the period $ 418 $ 377 |
Operations Optimization Costs
Operations Optimization Costs | 12 Months Ended |
Aug. 31, 2023 | |
Operations Optimization Costs | |
Operations Optimization Costs | Note 19—Operations Optimization Costs ERP System Upgrade During the first quarter of fiscal 2023, the Company began the process of upgrading our current Oracle Legacy ERP System to the 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. Additionally, the upgrade will be a multi-year, phased-in approach designed to mitigate any disruptions to our business. The Company recognized $1,476 in operations optimization expense related to the ERP system upgrade in fiscal 2023. 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 $516, $463 and $0 in fiscal 2023, 2022 and 2021, respectively, related to the move. The project was completed in fiscal 2023 and no future costs related to this move are anticipated. 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 $0, $147 and $977 in operations optimization expense related to the move in fiscal 2023, 2022, and 2021, respectively. The project was completed in fiscal 2022 and no future costs related to the move are anticipated. 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. The company recognized $0 and $232 in fiscal 2023 and 2022, respectively, in operations optimization costs related to the Westwood move. The project was completed in fiscal 2022 and no future costs related to the move are anticipated. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Aug. 31, 2023 | |
Commitments and Contingencies | |
Commitments and Contingencies | Note 20—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 of 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 it assesses the likelihood of loss as probable. |
Valuation and Qualifying Accoun
Valuation and Qualifying Accounts | 12 Months Ended |
Aug. 31, 2023 | |
Valuation and Qualifying Accounts | |
Valuation and Qualifying Accounts | Note 21—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, 2023 (1) $ 610 $ 2,967 $ (2,744) $ 833 August 31, 2022 $ 451 $ 953 $ (794) $ 610 August 31, 2021 $ 438 $ 751 $ (738) $ 451 (1) The increase in charges to operations for the year ended August 31, 2023 primarily relate to the addition of NuCera (including $1,300 of current year sales returns and $90 related to the opening balance adjustment). Year ended Balance at Beginning of Year Charges to Operations Deductions to Reserves Balance at End of Year August 31, 2023 $ — $ — $ — $ — August 31, 2022 $ — $ — $ — $ — August 31, 2021 $ — $ — $ — $ — |
Subsequent Events
Subsequent Events | 12 Months Ended |
Aug. 31, 2023 | |
Subsequent Events | |
Subsequent Events | Other than disclosed in Note 14, there are no subsequent events. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Aug. 31, 2023 | |
Recent Accounting Standards | |
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; (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; and (vi) highly differentiated polymers and polymerization technologies which are utilized in high-growth end markets such as personal care, polymer additives, coatings, diversified consumer products and masterbatches. 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. |
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 $28,350 as of August 31, 2023. |
Accounts Receivable | Accounts Receivable 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. The Company estimates 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. |
Intangible Assets | Intangible Assets Intangible assets consist of patents, formulas, trade names, customer relationships, developed technologies 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. |
Leases | Leases |
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 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 $6,035, $4,415 and $4,056 for the years ended August 31, 2023, 2022 and 2021, 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. 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, ABchimie, and NuCera Solutions 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 financial position and results of operations of the NuCera Solutions operations in Singapore are measured using the Singapore dollar 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 (expense) income on the consolidated statements of operations and were (expense) income 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 | Business Combinations Business Combinations are recorded using the acquisition method. We assign the value of the consideration transferred to acquire a business to the tangible assets, identifiable intangible assets acquired, and liabilities assumed on the basis of their fair values at the date of acquisition. Any excess purchase price over the fair value of the net tangible and intangible assets acquired is allocated to goodwill. Any excess of the purchase price is largely attributable to the synergies and economies of scale from combining operations, technologies and research and development capabilities. The Company assesses the fair value of assets, including intangible assets, using a variety of methods, and each asset is measured at fair value from the perspective of a market participant. The method used to estimate the fair values of intangible assets incorporates significant assumptions regarding the estimates a market participant would make in order to evaluate an asset, including a market participant’s use of the asset. Some of the most significant assumptions used include the discount rate, forward-looking financial information, and estimated customer attrition rates. A change in one of these assumptions could have material changes on the value of the intangible assets and goodwill which will impact the amortization expense in future periods and the goodwill impairment evaluation. Transaction costs and restructuring costs associated with a transaction to acquire a business are expensed as incurred. 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, personal care, 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, specialty polymers and superabsorbent polymers. Beginning September 1, 2022 (first day of fiscal 2023), the Adhesives, Sealants and Additives segment includes the acquired operations of NuCera Solutions, 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 2023 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. The Company adopted ASU 2020-04 on September 1, 2020. 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. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Aug. 31, 2023 | |
Recent Accounting Standards | |
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 | 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, 2023, 2022 and 2021: 2023 2022 2021 Expected dividend yield 1.1 % 0.8 % 0.7 % Expected life 6.0 years 6.3 years 6.0 years Expected volatility 39.1 % 38.7 % 39.5 % Risk-free interest rate 3.3 % 1.3 % 0.4 % |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Aug. 31, 2023 | |
Inventory | |
Schedule of inventory | August 31, August 31, 2023 2022 Raw materials $ 33,576 $ 37,909 Work in process 9,789 9,569 Finished goods 26,211 15,561 Total Inventory $ 69,576 $ 63,039 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 9 Months Ended |
May 31, 2023 | |
Property, Plant and Equipment | |
Schedule of property, plant and equipment | Property, plant and equipment consisted of the following as of August 31, 2023 and 2022: August 31, August 31, 2023 2022 Land and improvements $ 8,844 $ 4,994 Buildings 16,848 16,771 Machinery and equipment 78,425 49,458 Leasehold improvements 12,900 4,774 Construction in progress 5,130 754 122,147 76,751 Accumulated depreciation (61,678) (52,503) Property, plant and equipment, net $ 60,469 $ 24,248 |
Goodwill and Other Intangibles
Goodwill and Other Intangibles (Tables) | 12 Months Ended |
Aug. 31, 2023 | |
Goodwill and Other Intangibles | |
Schedule of changes in the carrying value of goodwill | Adhesives, Sealants and Additives Industrial Tapes Corrosion Protection and Waterproofing Consolidated 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 Acquisition of NuCera Solutions 81,482 — — 81,482 Foreign currency translation adjustment 1,552 — 16 1,568 Balance at August 31, 2023 $ 146,306 $ 21,215 $ 10,689 $ 178,210 |
Schedule of intangible assets subject to amortization | Weighted Average Gross Carrying Accumulated Net Carrying Amortization Period Value Amortization Value August 31, 2023 Patents and agreements 14.6 years $ 1,760 $ 1,733 $ 27 Formulas and technology 7.9 years 24,254 11,922 12,332 Trade names 6.3 years 14,852 9,478 5,374 Customer lists and relationships 11.1 years 244,324 102,806 141,518 $ 285,190 $ 125,939 $ 159,251 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 |
Schedule of estimated amortization expense | Years ending August 31, 2024 $ 19,675 2025 18,075 2026 17,277 2027 14,730 2028 14,112 Thereafter 75,382 $ 159,251 |
Cash Surrender Value of Life _2
Cash Surrender Value of Life Insurance (Tables) | 12 Months Ended |
Aug. 31, 2023 | |
Cash Surrender Value of Life Insurance. | |
Schedule of cash surrender value of life insurance policies | 2023 2022 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, 2023 | |
Long-Term Debt | |
Schedule of long-term debt | Long-term debt consisted of the following at August 31, 2023 and 2022: 2023 2022 All-revolving credit facility with a borrowing capacity of $200,000 $ 105,000 $ 180,000 Long-term debt $ 105,000 $ 180,000 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Aug. 31, 2023 | |
Income Taxes | |
Schedule of domestic and foreign pre-tax income | Year Ended August 31, 2023 2022 2021 United States $ 32,239 $ 49,015 $ 52,182 Foreign 10,952 9,583 6,412 $ 43,191 $ 58,598 $ 58,594 |
Schedule of provision (benefit) for income taxes | Year Ended August 31, 2023 2022 2021 Current: Federal $ 10,868 $ 10,346 $ 11,677 State 2,436 2,589 782 Foreign 3,146 2,015 2,123 Total current income tax provision 16,450 14,950 14,582 Deferred: Federal (5,212) (775) (832) State (783) 47 (124) Foreign (446) (295) 48 Total deferred income tax benefit (6,441) (1,023) (908) Total income tax provision $ 10,009 $ 13,927 $ 13,674 |
Schedule of reconciliation of the effective income tax rate with the U.S. federal statutory income tax rate | Year Ended August 31, 2023 2022 2021 Federal statutory rates 21.0 % 21.0 % 21.0 % Adjustment resulting from the tax effect of: State and local taxes, net of federal benefit 2.0 % 2.3 % 2.3 % Foreign tax rate differential 0.5 % (0.3) % (0.3) % Adjustment to uncertain tax position (0.1) % (0.5) % 0.1 % Transaction costs not deductible 0.0 % 0.8 % 0.0 % Research credit generated (0.3) % (0.1) % (0.1) % Stock Compensation 0.1 % 0.0 % (0.3) % Permanent items 1.1 % 2.2 % 1.1 % GILTI and Subpart F, net of foreign tax credit 0.4 % 0.2 % 0.3 % Deferred income tax remeasurement 0.0 % (0.5) % 0.1 % Foreign Derived Intangible Income (2.1) % (1.2) % (1.1) % Performance-based earnout contingency 0.4 % 0.2 % 0.6 % Other 0.2 % (0.3) % (0.4) % Effective income tax rate 23.2 % 23.8 % 23.3 % |
Summary of tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities | As of August 31, 2023 2022 Deferred tax assets: Allowance for doubtful accounts $ 385 $ 363 Inventories 1,296 715 Accruals 696 728 Research and development 1,211 — Warranty reserve 18 6 Pension accrual 2,345 1,872 Deferred compensation 630 559 Foreign currency loss on previously taxed income — 56 Loan finance costs (40) — Restricted stock grants 683 495 Non-qualified stock options 385 323 Lease liability 1,898 2,208 Unrealized gain/loss on foreign exchange 129 — Other 31 36 9,667 7,361 Deferred tax liabilities: Prepaid liabilities (117) (38) Foreign intangibles (3,616) (2,099) Right-of-use asset (1,818) (2,154) Depreciation and amortization (31,883) 411 (37,434) (3,880) Net deferred tax assets (liabilities) $ (27,767) $ 3,481 |
Summary of the Company's adjustments to its uncertain tax positions | 2023 2022 2021 Balance, at beginning of the year $ 1,820 $ 2,190 $ 1,941 Increase for tax positions related to the current year 9 99 — Decreases for currency translation adjustments 37 (71) — Increase (decrease) for tax positions related to prior years 13 — 1,180 Decreases for settlement of uncertain tax positions (30) — (705) Increase for interest and penalties 35 97 208 Decrease for lapses of statute of limitations 11 (495) (434) Balance, at end of year $ 1,895 $ 1,820 $ 2,190 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Aug. 31, 2023 | |
Leases | |
Schedule of Lessee's balance sheet disclosure | August 31, August 31, 2023 2022 Assets Operating lease right-of-use assets $ 6,986 $ 8,596 Liabilities Current (accrued expenses) $ 1,485 $ 1,448 Operating lease long-term liabilities 5,110 6,618 Total lease liability $ 6,595 $ 8,066 |
Schedule of components of lease costs | Year Ended August 31, 2023 2022 2021 Operating lease cost (a) $ 4,055 $ 3,332 $ 3,772 (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 2024 1,664 2025 1,439 2026 1,101 2027 738 2028 553 2029 and thereafter 1,675 Less: Interest (575) Present value of lease liabilities $ 6,595 |
Schedule of weighted average remaining lease term and discount rates | August 31, August 31, 2023 2022 Lease Term and Discount Rate Weighted average remaining lease terms (years) Operating leases 5.9 6.5 Weighted average discount rate (percentage) Operating leases 3.2 % 2.8 % |
Schedule of supplemental cash flow information | Year Ended August 31, 2023 2022 Operating cash outflows from operating leases $ 2,621 $ 1,725 Total cash paid for amounts included in the measurement of lease liabilities $ 2,621 $ 1,725 |
Benefits and Pension Plans (Tab
Benefits and Pension Plans (Tables) | 12 Months Ended |
Aug. 31, 2023 | |
Pensions and Other Postretirement Benefits | |
Schedule of the status of the Company's pension plans | Year Ended August 31, 2023 2022 2021 Change in benefit obligation Projected benefit obligation at beginning of year $ 16,798 $ 20,261 $ 20,663 Service cost 264 382 366 Interest cost 612 384 341 Actuarial (gain) loss (2,256) (2,202) 645 Benefits paid (2,371) (2,027) (1,754) Projected benefit obligation at end of year $ 13,047 $ 16,798 $ 20,261 Change in plan assets Fair value of plan assets at beginning of year $ 7,802 $ 9,280 $ 8,168 Actual return on plan assets 373 (1,369) 1,301 Employer contribution 1,564 1,917 1,565 Benefits paid (2,371) (2,026) (1,754) Fair value of plan assets at end of year $ 7,368 $ 7,802 $ 9,280 Funded status at end of year $ (5,679) $ (8,996) $ (10,981) Year Ended August 31, 2023 2022 2021 Amounts recognized in consolidated balance sheets Noncurrent assets $ 147 $ — $ — Current liabilities (1,565) (1,565) (1,565) Noncurrent liabilities (4,261) (7,431) (9,416) Net amount recognized in consolidated balance sheets $ (5,679) $ (8,996) $ (10,981) Actuarial present value of benefit obligation and funded status Accumulated benefit obligations $ 11,649 $ 15,093 $ 17,898 Projected benefit obligations $ 13,047 $ 16,798 $ 20,261 Plan assets at fair value $ 7,368 $ 7,802 $ 9,280 Amounts recognized in accumulated other comprehensive income Prior service cost $ 33 $ 37 $ 40 Net actuarial loss 5,734 8,659 9,674 Adjustment to pre-tax accumulated other comprehensive income $ 5,767 $ 8,696 $ 9,714 Year Ended August 31, 2023 2022 2021 Other changes in plan assets and benefit obligations recognized in other comprehensive income Net (gain)/loss $ (385) $ (439) $ (884) Amortization of loss (455) (593) (656) Supplemental plan assumption change (1,873) 17 619 Amortization of prior service cost (3) (3) (3) Effect of settlement on accumulated other comprehensive income (213) — — Total recognized in other comprehensive income (2,929) (1,018) (924) Net periodic pension cost 1,177 951 975 Total recognized in net periodic pension cost and other comprehensive income $ (1,752) $ (67) $ 51 Estimated amounts that will be amortized from accumulated comprehensive income over the next fiscal year Prior service cost $ 3 $ 3 $ 3 Net actuarial loss 345 594 593 |
Schedule of components of net periodic benefit cost | 2023 2022 2021 Components of net periodic benefit cost Service cost $ 264 $ 382 $ 366 Interest cost 612 384 341 Expected return on plan assets (370) (411) (391) Amortization of prior service cost 3 3 3 Amortization of accumulated loss 455 593 656 Curtailment and settlement loss 213 — — Net periodic benefit cost $ 1,177 $ 951 $ 975 |
Schedule of weighted-average assumptions used to determine benefit obligations | 2023 2022 2021 Discount rate Qualified plan 5.00 % 4.21 % 2.15 % Supplemental plan 5.27 % 4.36 % 1.95 % Rate of compensation increase Qualified and Supplemental plan 3.50 % 3.50 % 3.50 % |
Schedule of weighted-average assumptions used to determine net periodic benefit cost | 2023 2022 2021 Discount rate Qualified plan 4.21 % 2.15 % 1.92 % Supplemental plan 4.36 % 1.95 % 1.65 % Expected long-term return on plan assets Qualified plan 5.55 % 4.85 % 5.25 % Supplemental plan — % — % — % Rate of compensation increase Qualified and Supplemental plan 3.50 % 3.50 % 3.50 % |
Schedule of pension plans' assets by asset category | Fair value measurements at Fair value measurements at August 31, 2023 August 31, 2022 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 2023 (Level 1) (Level 2) (Level 3) 2022 (Level 1) (Level 2) (Level 3) Asset Category Equity securities $ 3,389 $ 3,389 $ — $ — $ 3,667 $ 3,667 $ — $ — Debt securities 3,979 3,979 — — 4,135 4,135 — — Total $ 7,368 $ 7,368 $ — $ — $ 7,802 $ 7,802 $ — $ — |
Schedule of pension benefit payments (which include expected future service) expected to be paid | Year ending August 31, Pension Benefits 2024 $ 2,970 2025 1,760 2026 1,743 2027 1,153 2028 1,072 2029-2033 3,525 $ 12,223 |
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 2023 2022 2021 Equity securities 10-80 % 46 % 47 % 46 % Debt securities 20-75 % 54 % 53 % 54 % Other 0-100 % — % — % — % Total 100 % 100 % 100 % 100 % |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Aug. 31, 2023 | |
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, 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 Granted 7,824 97.15 — — 32,592 88.63 Vested (5,456) 93.48 (2,306) 108.42 (14,957) 98.32 Forfeited or cancelled — — — — (2,494) 98.80 Unvested restricted stock at August 31, 2023 7,824 $ 97.15 — $ — 56,697 $ 100.57 |
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 $ 35.50 10,479 1.0 $ 35.50 $ 954 10,479 $ 35.50 $ 954 $ 39.50 10,072 2.0 $ 39.50 $ 876 10,072 $ 39.50 $ 876 $ 64.37 31,089 3.0 $ 64.37 $ 1,932 31,089 $ 64.37 $ 1,932 $ 93.50 7,813 4.0 $ 93.50 $ 258 7,813 $ 93.50 $ 258 $ 94.88 14,480 8.4 $ 94.88 $ 458 — $ 94.88 $ — $ 97.57 12,269 7.0 $ 97.57 $ 355 12,269 $ 97.57 $ 355 $ 100.22 49,017 6.0 $ 100.22 $ 1,288 49,017 $ 100.22 $ 1,288 $ 104.00 606 4.5 $ 104.00 $ 14 606 $ 104.00 $ 14 $ 104.04 749 7.0 $ 104.04 $ 17 749 $ 104.04 $ 17 $ 114.50 10,964 8.0 $ 114.50 $ 132 7,310 $ 114.50 $ 88 $ 123.95 7,410 5.0 $ 123.95 $ 19 7,410 $ 123.95 $ 19 $ 88.16 25,987 9.0 $ 88.16 $ 996 8,669 $ 88.16 $ 332 $ 95.00 791 9.0 $ 95.00 $ 25 263 $ 95.00 $ 8 181,726 5.7 $ 86.21 $ 7,324 145,746 $ 84.37 $ 6,141 |
Summary of the transactions of the Company's stock option plans | Officers and Employees Weighted Average Exercise Price 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 Granted 26,778 $ 88.36 Exercised (18,330) $ 35.52 Forfeited or cancelled (2,733) 103.98 Options outstanding at August 31, 2023 181,726 $ 86.21 Options exercisable at August 31, 2023 145,746 $ 84.37 |
Segment Data (Tables)
Segment Data (Tables) | 12 Months Ended |
Aug. 31, 2023 | |
Segment Data and Foreign Operations | |
Summary of information about the Company's reportable segments | The following tables summarize information about the Company’s segments: Years Ended August 31, 2023 2022 2021 Revenue Adhesives, Sealants and Additives $ 207,900 $ 135,770 $ 126,864 Industrial Tapes 153,660 143,954 120,873 Corrosion Protection and Waterproofing 42,455 45,936 45,599 Total $ 404,015 $ 325,660 $ 293,336 Income before income taxes Adhesives, Sealants and Additives $ 29,314 (a), (b) $ 37,657 (d) $ 36,520 (f) Industrial Tapes 47,694 41,387 37,407 Corrosion Protection and Waterproofing 14,729 17,415 15,913 (g) Total for reportable segments 91,737 96,459 89,840 Corporate and common costs (48,546) (c) (37,861) (e) (31,246) (h) Total $ 43,191 $ 58,598 $ 58,594 Includes the following costs by segment: Adhesives, Sealants and Additives Interest $ 8,981 $ 170 $ 116 Depreciation 6,423 924 1,065 Amortization 23,658 10,466 10,685 Industrial Tapes Interest $ — $ 170 $ 83 Depreciation 1,270 1,568 1,718 Amortization 3 1,280 1,537 Corrosion Protection and Waterproofing Interest $ — $ 85 $ 98 Depreciation 495 516 588 Amortization 5 5 636 |
Schedule of total assets for the Company's reportable segments | August 31, August 31, 2023 2022 Total Assets Adhesives, Sealants and Additives $ 415,361 $ 153,784 Industrial Tapes 82,929 87,751 Corrosion Protection and Waterproofing 33,043 33,037 Total for reportable segments 531,333 274,572 Corporate and common assets (a) 69,473 337,008 Total $ 600,806 $ 611,580 |
Export Sales and Foreign Oper_2
Export Sales and Foreign Operations (Tables) | 12 Months Ended |
Aug. 31, 2023 | |
Segment Data and Foreign Operations | |
Schedule of revenue by country | Years Ended August 31, 2023 2022 2021 Revenue United States $ 345,121 $ 281,754 $ 245,476 United Kingdom 23,668 22,295 24,846 France 24,828 9,734 10,927 All other foreign (1) 10,398 11,877 12,087 Total $ 404,015 $ 325,660 $ 293,336 (1) Consists of sales from royalty revenue attributable to its licensed manufacturer in Asia and sales originated from the Company’s foreign operations in China, India and Singapore. |
Schedule of long-lived assets by country | August 31, August 31, 2023 2022 Long-Lived Assets United States Property, plant and equipment, net $ 57,593 $ 21,300 Goodwill and Intangible assets, less accumulated amortization 303,214 105,216 United Kingdom Property, plant and equipment, net 1,719 1,832 Goodwill and Intangible assets, less accumulated amortization 3,598 3,318 France Property, plant and equipment, net 303 239 Goodwill and Intangible assets, less accumulated amortization 29,996 20,130 All other foreign Property, plant and equipment, net 854 877 Goodwill and Intangible assets, less accumulated amortization 653 157 Total Property, plant and equipment, net $ 60,469 $ 24,248 Goodwill and Intangible assets, less accumulated amortization $ 337,461 $ 128,821 |
Supplemental Cash Flow Data (Ta
Supplemental Cash Flow Data (Tables) | 12 Months Ended |
Aug. 31, 2023 | |
Supplemental Cash Flow Data | |
Schedule of supplemental cash flow information | 2023 2022 2021 Income taxes paid $ 16,700 $ 15,017 $ 17,074 Interest paid $ 8,975 $ 282 $ 245 Noncash Investing and Financing Activities Common stock received for payment of stock option exercises $ 650 $ 40 $ 206 Property, plant and equipment additions included in accounts payable $ 319 $ 146 $ 256 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Aug. 31, 2023 | |
Schedule of pro forma information | Twelve Months Ended August 31, 2023 2022 Revenue $ 404,016 $ 415,525 Net income 32,386 39,285 |
NuCera Solutions | |
Schedule of allocation of acquisition cost to the acquired tangible and identifiable intangible assets and liabilities assumed based on their fair values as of the date of the acquisition | Refer to the table summarizing the purchase consideration and the purchase price allocation to estimate fair Allocation of the Purchase Price Purchase Price Allocation Amount Cash consideration $ 250,092 Total fair value of consideration transferred 250,092 Assets acquired: Cash and cash equivalents $ 498 Accounts receivable 10,392 Inventory 16,062 Prepaid and other current assets 4,848 Property, plant & equipment 38,292 Operating lease right-of-use assets 579 Goodwill 81,482 Intangible assets 148,021 Other assets 212 Total assets acquired 300,386 Liabilities assumed: Accounts payable $ 4,731 Accrued expenses 6,644 Income taxes payable 167 Operating lease long-term liabilities 474 Deferred income taxes 38,179 Accrued income taxes 99 Total liabilities assumed 50,294 Net assets acquired $ 250,092 |
Emerging Technologies | |
Schedule of allocation of acquisition cost to the acquired tangible and identifiable intangible assets and liabilities assumed based on their fair values as of the date of the acquisition | Refer to the table summarizing the identifiable assets acquired and liabilities assumed as of the acquisition date (in thousands). 2021 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) |
ABchime | |
Schedule of allocation of acquisition cost to the acquired tangible and identifiable intangible assets and liabilities assumed based on their fair values as of the date of the acquisition | Refer to the table summarizing the identifiable assets acquired and liabilities assumed as of the acquisition date (in thousands). 2021 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) |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 12 Months Ended |
Aug. 31, 2023 | |
Revenue from Contracts with Customers | |
Schedule of contract assets by reportable operating segment | August 31, August 31, 2023 2023 Contract Assets Adhesives, Sealants and Additives $ 32 $ 55 Industrial Tapes 12 123 Corrosion Protection and Waterproofing 5 3 Total $ 49 $ 181 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Aug. 31, 2023 | |
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, 2023 $ 2,938 $ 2,704 $ 234 $ — Restricted investments August 31, 2022 $ 2,367 $ 2,125 $ 242 $ — 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, 2023 $ 105,000 $ — $ 105,000 $ — Contingent consideration August 31, 2023 $ 3,538 $ — $ — $ 3,538 Long-term debt August 31, 2022 $ 180,000 $ — $ 180,000 $ — Contingent consideration August 31, 2022 $ 2,584 $ — $ — $ 2,584 |
Net Income Per Share (Tables)
Net Income Per Share (Tables) | 12 Months Ended |
Aug. 31, 2023 | |
Net Income Per Share | |
Schedule of determination of earnings per share under the two-class method | Years Ended August 31, 2023 2022 2021 Net income $ 33,182 $ 44,671 $ 44,920 Less: Allocated to participating securities 274 297 309 Available to common shareholders $ 32,908 $ 44,374 $ 44,611 Basic weighted average shares outstanding 9,424,729 9,399,085 9,383,085 Additional dilutive common stock equivalents 33,887 35,256 45,331 Diluted weighted average shares outstanding 9,458,616 9,434,341 9,428,416 Net income available to common shareholders, per common and common equivalent share Basic $ 3.49 $ 4.72 $ 4.75 Diluted $ 3.48 $ 4.70 $ 4.73 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Tables) | 12 Months Ended |
Aug. 31, 2023 | |
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, 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) Balance at August 31, 2022 $ 164 $ (7,200) $ (13,331) $ (20,367) Other comprehensive gains (losses) before reclassifications 178 3,076 5,385 8,639 Reclassifications to net income of previously deferred (gains) losses (85) 503 — 418 Other comprehensive income (loss) 93 3,579 5,385 9,057 Balance at August 31, 2023 $ 257 $ (3,621) $ (7,946) $ (11,310) |
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 Twelve Months Ended Income (Loss) August 31, 2023 August 31, 2022 into Income Gains on Restricted Investments: Realized loss (gain) on sale of restricted investments $ (114) $ (96) Selling, general and administrative expenses Tax expense (benefit) 29 24 Gain net of tax $ (85) $ (72) Loss on Funded Pension Plan adjustments: Amortization of prior pension service costs and unrecognized losses $ 458 $ 596 Other (expense) income Settlement and curtailment loss 213 — Other (expense) income Tax expense (benefit) (168) (147) Loss net of tax $ 503 $ 449 Total net loss reclassified for the period $ 418 $ 377 |
Valuation and Qualifying Acco_2
Valuation and Qualifying Accounts (Tables) | 12 Months Ended |
Aug. 31, 2023 | |
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, 2023 (1) $ 610 $ 2,967 $ (2,744) $ 833 August 31, 2022 $ 451 $ 953 $ (794) $ 610 August 31, 2021 $ 438 $ 751 $ (738) $ 451 |
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, 2023 $ — $ — $ — $ — August 31, 2022 $ — $ — $ — $ — August 31, 2021 $ — $ — $ — $ — |
Basis of Financial Statement Pr
Basis of Financial Statement Presentation (Details) € in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||
Sep. 01, 2022 USD ($) | Aug. 04, 2022 USD ($) | Feb. 05, 2021 USD ($) | Sep. 01, 2020 USD ($) | Sep. 01, 2020 EUR (€) | May 31, 2023 USD ($) | Feb. 28, 2023 USD ($) | Nov. 30, 2022 USD ($) | Aug. 31, 2023 USD ($) | Aug. 31, 2022 USD ($) | Aug. 31, 2021 USD ($) | Aug. 31, 2020 USD ($) | Sep. 01, 2020 EUR (€) | |
Proceeds on principle on debt | $ 180,000 | ||||||||||||
Consideration paid in cash | $ 249,594 | $ 31,238 | |||||||||||
Loss on impairment/write-off of long-term assets | 1,689 | 100 | |||||||||||
Exit costs related to facilities | 1,992 | 842 | 977 | ||||||||||
Newark, CA | Adhesives, Sealants and Additives | |||||||||||||
Exit costs related to facilities | 0 | 147 | 977 | ||||||||||
Westwood, MA | |||||||||||||
Exit costs related to facilities | 0 | 232 | |||||||||||
Woburn, MA | |||||||||||||
Loss on impairment/write-off of long-term assets | $ 314 | $ 548 | |||||||||||
Woburn, MA | Adhesives, Sealants and Additives | |||||||||||||
Loss on impairment/write-off of long-term assets | 862 | ||||||||||||
Exit costs related to facilities | 516 | 463 | 0 | ||||||||||
Houston, TX | |||||||||||||
Write off of fixed assets | $ 120 | ||||||||||||
Loss on impairment/write-off of long-term assets | 211 | ||||||||||||
Houston, TX | Adhesives, Sealants and Additives | |||||||||||||
Loss on impairment/write-off of long-term assets | $ 331 | 331 | |||||||||||
ABchime | |||||||||||||
Consideration paid in cash | $ 22,241 | € 18,654 | (22,241) | ||||||||||
Acquisition related expenses | $ 274 | ||||||||||||
Potential earn out | $ 8,330 | € 7,000 | |||||||||||
NuCera Solutions | |||||||||||||
Purchase price | $ 250,000 | ||||||||||||
Proceeds on principle on debt | 180,000 | ||||||||||||
Acquisition transaction costs | 4,000 | $ 29 | |||||||||||
Consideration paid in cash | $ 249,594 | ||||||||||||
Emerging Technologies | |||||||||||||
Purchase price | $ 9,997 | ||||||||||||
Consideration paid in cash | $ 1,000 | $ 8,997 | $ 8,997 | ||||||||||
Threshold period within which the accrued consideration will be paid | 18 months | ||||||||||||
Acquisition related expenses | $ 128 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Other Business Developments (Details) $ / shares in Units, € in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Sep. 01, 2022 USD ($) | Aug. 04, 2022 USD ($) | Feb. 05, 2021 USD ($) | Sep. 01, 2020 USD ($) | Sep. 01, 2020 EUR (€) | Aug. 31, 2021 USD ($) | Aug. 31, 2019 USD ($) | Aug. 31, 2023 USD ($) $ / shares | Aug. 31, 2022 USD ($) $ / shares | Aug. 31, 2021 USD ($) $ / shares | Aug. 31, 2020 USD ($) | Sep. 01, 2020 EUR (€) | |
Basis of Presentation | ||||||||||||
Exit costs related to facilities | $ 1,992 | $ 842 | $ 977 | |||||||||
Consideration paid in cash | $ 249,594 | $ 31,238 | ||||||||||
Annual cash dividends declared per share | $ / shares | $ 1 | $ 1 | $ 0.80 | |||||||||
Westwood, MA | ||||||||||||
Basis of Presentation | ||||||||||||
Exit costs related to facilities | $ 0 | $ 232 | ||||||||||
Emerging Technologies | ||||||||||||
Basis of Presentation | ||||||||||||
Purchase price | $ 9,997 | |||||||||||
Consideration paid in cash | $ 1,000 | $ 8,997 | 8,997 | |||||||||
Threshold period within which the accrued consideration will be paid | 18 months | |||||||||||
Acquisition related expenses | $ 128 | |||||||||||
ABchime | ||||||||||||
Basis of Presentation | ||||||||||||
Acquisition related expenses | $ 274 | |||||||||||
Consideration paid in cash | $ 22,241 | € 18,654 | $ (22,241) | |||||||||
Potential earn out | $ 8,330 | € 7,000 | ||||||||||
NuCera Solutions | ||||||||||||
Basis of Presentation | ||||||||||||
Purchase price | $ 250,000 | |||||||||||
Consideration paid in cash | $ 249,594 | |||||||||||
Outside the United States | ||||||||||||
Basis of Presentation | ||||||||||||
Cash | 28,350 | |||||||||||
Maximum | ||||||||||||
Basis of Presentation | ||||||||||||
Cash, FDIC insured amount | $ 250 | |||||||||||
Engineering Studies related to Facility Consolidation and Rationalization Initiative | ||||||||||||
Basis of Presentation | ||||||||||||
Asset Impairment Charges | $ 100 | $ 405 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Property, Plant and Equipment (Details) | 12 Months Ended | ||||
Aug. 31, 2023 | Aug. 31, 2023 item | Aug. 31, 2023 USD ($) | Aug. 31, 2023 segment | Aug. 31, 2022 segment | |
Goodwill | |||||
Number of reporting units | 3 | ||||
Number of operating segments | 3 | 3 | 3 | ||
Buildings and improvements | Minimum | |||||
Property, plant and equipment | |||||
Estimated useful life | 15 years | ||||
Buildings and improvements | Maximum | |||||
Property, plant and equipment | |||||
Estimated useful life | 40 years | ||||
Machinery and equipment | Minimum | |||||
Property, plant and equipment | |||||
Estimated useful life | 3 years | ||||
Machinery and equipment | Maximum | |||||
Property, plant and equipment | |||||
Estimated useful life | 10 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Restricted Investments and Deferred Compensation (Details) - USD ($) $ in Thousands | Aug. 31, 2023 | Aug. 31, 2022 |
Restricted Investments and Deferred Compensation | ||
Restricted investments | $ 2,938 | $ 2,367 |
Deferred compensation liabilities | $ 2,950 | $ 2,375 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Research and Product Development Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2023 | Aug. 31, 2022 | Aug. 31, 2021 | |
Research and Product Development Costs | |||
Research and development expense | $ 6,035 | $ 4,415 | $ 4,056 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Stock-Based Compensation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2023 | Aug. 31, 2022 | Aug. 31, 2021 | |
Stock Based Compensation | |||
Stock-based compensation expense | $ 3,656 | $ 3,147 | $ 2,978 |
Weighted average assumptions used to estimate the fair value of options granted | |||
Expected Dividend yield (as a percent) | 1.10% | 0.80% | 0.70% |
Expected life | 6 years | 6 years 3 months 18 days | 6 years |
Expected volatility (as a percent) | 39.10% | 38.70% | 39.50% |
Risk-free interest rate (as a percent) | 3.30% | 1.30% | 0.40% |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Translation of Foreign Currency (Details) € in Thousands, $ in Thousands | Aug. 31, 2023 USD ($) | Aug. 31, 2022 USD ($) | Aug. 31, 2021 USD ($) | Sep. 01, 2020 USD ($) | Sep. 01, 2020 EUR (€) |
Foreign Currency Translation Adjustment | |||||
Translation of Foreign Currency | |||||
Foreign currency translation adjustment | $ (961) | $ 442 | $ (512) | ||
ABchime | |||||
Translation of Foreign Currency | |||||
Potential earn out | $ 8,330 | € 7,000 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Contingent Consideration (Details) | 12 Months Ended | ||
Aug. 31, 2023 USD ($) | Aug. 31, 2023 segment | Aug. 31, 2022 segment | |
Recent Accounting Standards | |||
Number of Operating Segments | 3 | 3 | 3 |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - ASU update (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2023 | Aug. 31, 2022 | Aug. 31, 2021 | |
Recent Accounting Standards | |||
Operating lease liability | $ 6,595 | $ 8,066 | |
Operating lease liability, short-term | 1,485 | 1,448 | |
Operating lease long-term liabilities | 5,110 | 6,618 | |
Operating lease right-of-use assets | $ 6,986 | $ 8,596 | |
Statutory tax rate (as a percent) | 21% | 21% | 21% |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Aug. 31, 2023 | Aug. 31, 2022 |
Inventory | ||
Raw materials | $ 33,576 | $ 37,909 |
Work in process | 9,789 | 9,569 |
Finished goods | 26,211 | 15,561 |
Total Inventory | $ 69,576 | $ 63,039 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Aug. 31, 2023 | May 31, 2023 | Aug. 31, 2021 | Aug. 31, 2019 | Aug. 31, 2023 | Aug. 31, 2021 | |
Property, plant and equipment | ||||||
Loss on impairment/write-off of long-term assets | $ 1,689 | $ 100 | ||||
Engineering Studies related to Facility Consolidation and Rationalization Initiative | ||||||
Property, plant and equipment | ||||||
Write-down of certain assets under construction | $ 100 | $ 405 | ||||
Houston, TX | ||||||
Property, plant and equipment | ||||||
Write off of fixed assets | $ 120 | |||||
Loss on impairment/write-off of long-term assets | 211 | |||||
Barnsdall, OK | ||||||
Property, plant and equipment | ||||||
Write off of fixed assets | $ 3 | |||||
NuCera Solutions | ||||||
Property, plant and equipment | ||||||
Loss on discontinued study | $ 495 | |||||
Adhesives, Sealants and Additives | Houston, TX | ||||||
Property, plant and equipment | ||||||
Loss on impairment/write-off of long-term assets | $ 331 | 331 | ||||
Adhesives, Sealants and Additives | Barnsdall, OK | ||||||
Property, plant and equipment | ||||||
Write off of fixed assets | 3 | |||||
Adhesives, Sealants and Additives | NuCera Solutions | ||||||
Property, plant and equipment | ||||||
Loss on discontinued study | $ 492 |
Property, Plant and Equipment -
Property, Plant and Equipment - Schedule of PP&E (Details) - USD ($) $ in Thousands | Aug. 31, 2023 | May 31, 2023 | Aug. 31, 2022 | May 31, 2022 |
Property, plant and equipment | ||||
Property, plant and equipment, gross | $ 122,147 | $ 76,751 | ||
Accumulated depreciation | $ (61,678) | (61,678) | $ (52,503) | (52,503) |
Property, plant and equipment, net | $ 60,469 | 60,469 | $ 24,248 | 24,248 |
Land and improvements | ||||
Property, plant and equipment | ||||
Property, plant and equipment, gross | 8,844 | 4,994 | ||
Buildings | ||||
Property, plant and equipment | ||||
Property, plant and equipment, gross | 16,848 | 16,771 | ||
Machinery and equipment | ||||
Property, plant and equipment | ||||
Property, plant and equipment, gross | 78,425 | 49,458 | ||
Leasehold improvements | ||||
Property, plant and equipment | ||||
Property, plant and equipment, gross | 12,900 | 4,774 | ||
Construction in progress | ||||
Property, plant and equipment | ||||
Property, plant and equipment, gross | $ 5,130 | $ 754 |
Goodwill and Other Intangible_2
Goodwill and Other Intangibles - Goodwill (Details) | 12 Months Ended | ||
Aug. 31, 2023 USD ($) item segment | Aug. 31, 2022 USD ($) segment | Sep. 01, 2022 USD ($) | |
Changes in the carrying value of goodwill | |||
Balance at the beginning of the period | $ 95,160,000 | $ 97,866,000 | |
Acquisitions | 81,482,000 | ||
Foreign currency translation adjustment | 1,568,000 | (2,706,000) | |
Balance at the end of the period | $ 178,210,000 | $ 95,160,000 | |
Number of reporting units | item | 3 | ||
Number of operating segments | 3 | 3 | |
Goodwill deductible for income tax purposes | $ 25,223,000 | $ 27,472,000 | |
ABchime | |||
Changes in the carrying value of goodwill | |||
Balance at the end of the period | 13,055,000 | ||
Emerging Technologies | |||
Changes in the carrying value of goodwill | |||
Balance at the end of the period | 2,451,000 | ||
NuCera Solutions | |||
Changes in the carrying value of goodwill | |||
Goodwill deductible for income tax purposes | $ 1,147,000 | ||
Adhesives, Sealants and Additives | |||
Changes in the carrying value of goodwill | |||
Balance at the beginning of the period | 63,272,000 | 65,945,000 | |
Acquisitions | 81,482,000 | ||
Foreign currency translation adjustment | 1,552,000 | (2,673,000) | |
Balance at the end of the period | 146,306,000 | 63,272,000 | |
Industrial Tapes | |||
Changes in the carrying value of goodwill | |||
Balance at the beginning of the period | 21,215,000 | 21,215,000 | |
Balance at the end of the period | 21,215,000 | 21,215,000 | |
Corrosion Protection and Waterproofing | |||
Changes in the carrying value of goodwill | |||
Balance at the beginning of the period | 10,673,000 | 10,706,000 | |
Foreign currency translation adjustment | 16,000 | (33,000) | |
Balance at the end of the period | $ 10,689,000 | $ 10,673,000 |
Goodwill and Other Intangible_3
Goodwill and Other Intangibles - Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2023 | Aug. 31, 2022 | Aug. 31, 2021 | |
Goodwill and Other Intangibles | |||
Gross Carrying Value | $ 285,190 | $ 134,898 | |
Accumulated Amortization | 125,939 | 101,237 | |
Net Carrying Value | 159,251 | 33,661 | |
Aggregate amortization expense | 23,666 | 11,751 | $ 12,858 |
Estimated amortization expense | |||
2024 | 19,675 | ||
2025 | 18,075 | ||
2026 | 17,277 | ||
2027 | 14,730 | ||
2028 | 14,112 | ||
Thereafter | 75,382 | ||
Net estimated amortization expense | $ 159,251 | $ 33,661 | |
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 | 1,733 | 1,724 | |
Net Carrying Value | 27 | 36 | |
Estimated amortization expense | |||
Net estimated amortization expense | $ 27 | $ 36 | |
Formulas and technology | |||
Goodwill and Other Intangibles | |||
Weighted-Average Amortization Period | 7 years 10 months 24 days | 7 years 9 months 18 days | |
Gross Carrying Value | $ 24,254 | $ 10,730 | |
Accumulated Amortization | 11,922 | 9,961 | |
Net Carrying Value | 12,332 | 769 | |
Estimated amortization expense | |||
Net estimated amortization expense | $ 12,332 | $ 769 | |
Trade names | |||
Goodwill and Other Intangibles | |||
Weighted-Average Amortization Period | 6 years 3 months 18 days | 5 years 10 months 24 days | |
Gross Carrying Value | $ 14,852 | $ 8,673 | |
Accumulated Amortization | 9,478 | 8,407 | |
Net Carrying Value | 5,374 | 266 | |
Estimated amortization expense | |||
Net estimated amortization expense | $ 5,374 | $ 266 | |
Customer lists and relationships | |||
Goodwill and Other Intangibles | |||
Weighted-Average Amortization Period | 11 years 1 month 6 days | 9 years 1 month 6 days | |
Gross Carrying Value | $ 244,324 | $ 113,735 | |
Accumulated Amortization | 102,806 | 81,145 | |
Net Carrying Value | 141,518 | 32,590 | |
Estimated amortization expense | |||
Net estimated amortization expense | $ 141,518 | $ 32,590 |
Cash Surrender Value of Life _3
Cash Surrender Value of Life Insurance (Details) - USD ($) $ in Thousands | Aug. 31, 2023 | Aug. 31, 2022 |
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) $ in Thousands | 12 Months Ended | |||||
Feb. 01, 2023 | Sep. 01, 2022 USD ($) | Aug. 31, 2023 USD ($) | Aug. 31, 2022 USD ($) | Aug. 31, 2021 USD ($) | Jul. 27, 2021 USD ($) | |
Long-term debt | ||||||
Long-term debt | $ 105,000 | $ 180,000 | ||||
Payments for acquisitions | $ 249,594 | $ 31,238 | ||||
Weighted average interest rate (as a percent) | 6.43% | |||||
NuCera Solutions | ||||||
Long-term debt | ||||||
Long-term line of credit, noncurrent | 180,000 | |||||
Payments for acquisitions | $ 249,594 | |||||
All-revolving credit facility with a borrowing capacity of $200,000 | ||||||
Long-term debt | ||||||
Long-term debt | $ 105,000 | $ 180,000 | ||||
Credit Agreement | ||||||
Long-term debt | ||||||
Additional borrowing capacity | $ 100,000 | |||||
Carrying value of direct and indirect domestic subsidiaries | $ 336,388 | |||||
Term of debt | 5 years | |||||
Credit Agreement | Minimum | ||||||
Long-term debt | ||||||
Net leverage ratio | 3.25 | |||||
Payments for acquisitions | $ 50,000 | |||||
Credit Agreement | Maximum | ||||||
Long-term debt | ||||||
Maximum borrowing capacity | $ 200,000 | |||||
Net leverage ratio | 3.75 | 3.50 | ||||
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% | |||||
Credit Agreement | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | Minimum | ||||||
Long-term debt | ||||||
Interest rate margin on variable rate basis (as a percent) | 1% | |||||
Credit Agreement | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | Maximum | ||||||
Long-term debt | ||||||
Interest rate margin on variable rate basis (as a percent) | 1.75% | |||||
Credit Agreement | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | 1-month | ||||||
Long-term debt | ||||||
Interest rate margin on variable rate basis (as a percent) | 0.10% | |||||
Credit Agreement | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | 3-months | ||||||
Long-term debt | ||||||
Interest rate margin on variable rate basis (as a percent) | 0.15% | |||||
Credit Agreement | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | 6-months | ||||||
Long-term debt | ||||||
Interest rate margin on variable rate basis (as a percent) | 0.25% |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2023 | Aug. 31, 2022 | Aug. 31, 2021 | |
Effective income tax rate | |||
Effective income tax rate | 23.20% | 23.80% | 23.30% |
Statutory tax rate (as a percent) | 21% | 21% | 21% |
IRA Corporate alternative minimum tax rate | 15% | ||
IRA excise tax on repurchases of stock | 1% | ||
Effective Income Tax Rate Reconciliation, FDII, Amount | $ 903 | ||
Income tax benefit related to expiration of statute of limitations | 69 | ||
Additional component of total federal expense | $ 10,868 | $ 10,346 | $ 11,677 |
Income Taxes - Reconciliation (
Income Taxes - Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2023 | Aug. 31, 2022 | Aug. 31, 2021 | |
Domestic and foreign pre-tax income | |||
United States | $ 32,239 | $ 49,015 | $ 52,182 |
Foreign | 10,952 | 9,583 | 6,412 |
Income before income taxes | 43,191 | 58,598 | 58,594 |
Current: | |||
Federal | 10,868 | 10,346 | 11,677 |
State | 2,436 | 2,589 | 782 |
Foreign | 3,146 | 2,015 | 2,123 |
Total current income tax provision | 16,450 | 14,950 | 14,582 |
Deferred: | |||
Federal | (5,212) | (775) | (832) |
State | (783) | 47 | (124) |
Foreign | (446) | (295) | 48 |
Total deferred income tax provision (benefit) | (6,441) | (1,023) | (908) |
Total income tax provision | $ 10,009 | $ 13,927 | $ 13,674 |
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) | 21% | 21% | 21% |
Adjustment resulting from the tax effect of: | |||
State and local taxes, net of federal benefit (as a percent) | 2% | 2.30% | 2.30% |
Foreign tax rate differential (as a percent) | 0.50% | (0.30%) | (0.30%) |
Adjustment to uncertain tax position (as a percent) | (0.10%) | (0.50%) | 0.10% |
Transaction costs not deductible | 0% | 0.80% | 0% |
Research credit generated (as a percent) | (0.30%) | (0.10%) | (0.10%) |
Stock Compensation (as a percent) | 0.10% | 0% | (0.30%) |
Permanent items (as a percent) | 1.10% | 2.20% | 1.10% |
GILTI and Subpart F, net of foreign tax credit | 0.40% | 0.20% | 0.30% |
Other (as a percent) | 0.20% | (0.30%) | (0.40%) |
Deferred income tax remeasurement (as a percent) | 0% | (0.50%) | 0.10% |
Foreign Derived Intangible Income | (2.10%) | (1.20%) | (1.10%) |
Performance-based earnout contingency | 0.40% | 0.20% | 0.60% |
Effective income tax rate (as a percent) | 23.20% | 23.80% | 23.30% |
Income Taxes - Uncertain Tax Po
Income Taxes - Uncertain Tax Positions (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Aug. 31, 2023 | Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | |
Deferred tax assets: | ||||
Allowance for doubtful accounts | $ 385 | $ 363 | ||
Inventories | 1,296 | 715 | ||
Accruals | 696 | 728 | ||
Research and development | 1,211 | |||
Warranty reserve | 18 | 6 | ||
Pension accrual | 2,345 | 1,872 | ||
Deferred compensation | 630 | 559 | ||
Foreign currency loss on previously taxed income | 56 | |||
Loan finance costs | (40) | |||
Restricted stock grants | 683 | 495 | ||
Non-qualified stock options | 385 | 323 | ||
Lease liability | 1,898 | 2,208 | ||
Unrealized gain/loss on foreign exchange | 129 | |||
Other | 31 | 36 | ||
Deferred tax assets, net | 9,667 | 7,361 | ||
Deferred tax liabilities: | ||||
Prepaid liabilities | (117) | (38) | ||
Foreign intangibles | (3,616) | (2,099) | ||
Right-of-use asset | (1,818) | (2,154) | ||
Depreciation and amortization | (31,883) | 411 | ||
Noncurrent deferred tax liabilities | (37,434) | (3,880) | ||
Net deferred tax liabilities | (27,767) | |||
Net deferred tax assets (liabilities) | 3,481 | |||
Gross foreign operating loss carry forwards | 599 | $ 599 | ||
Foreign net operating loss, net of valuation allowance | 0 | 0 | ||
Adjustments to uncertain tax positions | ||||
Balance, at beginning of the year | 1,820 | 2,190 | 1,941 | |
Increase for tax positions related to the current year | 9 | 99 | ||
Increases for currency translation adjustments | 37 | |||
Decreases for currency translation adjustments | (71) | |||
Increase (decrease) for tax positions related to prior years | 13 | $ 1,180 | ||
Decreases for settlement of uncertain tax positions | (30) | (705) | ||
Increase for interest and penalties | 35 | 97 | 208 | |
Decrease for lapses of statute of limitations | (495) | (434) | ||
Increase for lapses of statute of limitations | 11 | |||
Balance, at end of year | 1,895 | $ 1,820 | $ 2,190 | $ 1,941 |
Accrued balances related to uncertain tax positions | ||||
Accrued interest and penalty | 619 | |||
Increase in accrued interest and penalty charges recorded as tax benefit | 35 | |||
Anticipated change in uncertain tax positions over the next twelve-months | $ 510 |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
May 31, 2023 | Feb. 28, 2023 | Nov. 30, 2022 | Aug. 31, 2023 | Aug. 31, 2021 | Aug. 31, 2022 | |
Assets | ||||||
Operating lease right-of-use asset | $ 6,986 | $ 8,596 | ||||
Liabilities | ||||||
Current (accrued expenses) | $ 1,485 | $ 1,448 | ||||
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Accrued Liabilities, Current | Accrued Liabilities, Current | ||||
Operating lease long-term liabilities | $ 5,110 | $ 6,618 | ||||
Loss on impairment/write-off of long-term assets | 1,689 | $ 100 | ||||
Total lease liability | $ 6,595 | $ 8,066 | ||||
Woburn, MA | ||||||
Liabilities | ||||||
Loss on impairment/write-off of long-term assets | $ 314 | $ 548 | ||||
Houston, TX | ||||||
Liabilities | ||||||
Loss on impairment/write-off of long-term assets | $ 211 | |||||
Write off of fixed assets | $ 120 |
Leases - Components Of Lease Co
Leases - Components Of Lease Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2023 | Aug. 31, 2022 | Aug. 31, 2021 | |
Leases | |||
Operating lease cost | $ 4,055 | $ 3,332 | $ 3,772 |
Leases - Maturity Of Lease Liab
Leases - Maturity Of Lease Liability (Details) - USD ($) $ in Thousands | Aug. 31, 2023 | Aug. 31, 2022 |
Maturity of lease liability | ||
2024 | $ 1,664 | |
2025 | 1,439 | |
2026 | 1,101 | |
2027 | 738 | |
2027 | 553 | |
2028 and thereafter | 1,675 | |
Less: Interest | (575) | |
Lease liabilities | $ 6,595 | $ 8,066 |
Leases - Weighted Average Remai
Leases - Weighted Average Remaining Lease Term (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Aug. 31, 2023 | Aug. 31, 2022 | |
Operating lease | ||
Operating leases, Weighted average remaining lease term (years) | 5 years 10 months 24 days | 6 years 6 months |
Operating leases, Weighted average discount rate (percentage) | 3.20% | 2.80% |
Operating cash outflows from operating leases | $ 2,621 | $ 1,725 |
Total cash paid for amounts included in the measurement of lease liabilities | $ 2,621 | $ 1,725 |
Benefits and Pension Plans (Det
Benefits and Pension Plans (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2023 | Aug. 31, 2022 | Aug. 31, 2021 | |
Pensions and Other Postretirement Benefits | |||
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 | $ 1,905 | $ 942 | $ 844 |
Non-Qualified Deferred Savings Plan | |||
Restricted investments | 2,938 | 2,367 | |
Recorded liability for Board of Directors and selected employees savings plan | $ 2,950 | $ 2,375 |
Benefits and Pension Plans - Ch
Benefits and Pension Plans - Changes in Plan Components (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2023 | Aug. 31, 2022 | Aug. 31, 2021 | |
Change in benefit obligation | |||
Projected benefit obligation at beginning of year | $ 16,798 | $ 20,261 | $ 20,663 |
Service cost | 264 | 382 | 366 |
Interest cost | $ 612 | $ 384 | $ 341 |
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 | $ (2,256) | $ (2,202) | $ 645 |
Benefits paid | (2,371) | (2,027) | (1,754) |
Projected benefit obligation at end of year | 13,047 | 16,798 | 20,261 |
Change in plan assets | |||
Fair value of plan assets at beginning of year | 7,802 | 9,280 | 8,168 |
Actual return on plan assets | 373 | (1,369) | 1,301 |
Employer contribution | 1,564 | 1,917 | 1,565 |
Benefits paid | (2,371) | (2,026) | (1,754) |
Fair value of plan assets at end of year | 7,368 | 7,802 | 9,280 |
Funded status | |||
Funded status at end of year | (5,679) | (8,996) | (10,981) |
Amounts recognized in consolidated balance sheets | |||
Noncurrent assets | 147 | ||
Current liabilities | (1,565) | (1,565) | (1,565) |
Noncurrent liabilities | (4,261) | (7,431) | (9,416) |
Net amount recognized in consolidated balance sheets | (5,679) | (8,996) | (10,981) |
Actuarial present value of benefit obligation and funded status | |||
Accumulated benefit obligations | 11,649 | 15,093 | 17,898 |
Projected benefit obligations | 13,047 | 16,798 | 20,261 |
Plan assets at fair value | 7,368 | 7,802 | 9,280 |
Amounts recognized in accumulated other comprehensive income | |||
Prior service cost | 33 | 37 | 40 |
Net actuarial loss | 5,734 | 8,659 | 9,674 |
Adjustment to pre-tax accumulated other comprehensive income | 5,767 | 8,696 | 9,714 |
Other changes in plan assets and benefit obligations recognized in other comprehensive income | |||
Net (gain)/loss | (385) | (439) | (884) |
Amortization of loss | (455) | (593) | (656) |
Supplemental plan assumption change | (1,873) | 17 | 619 |
Amortization of prior service cost | (3) | (3) | (3) |
Effect of settlement on accumulated other comprehensive income | (213) | ||
Total recognized in other comprehensive income | (2,929) | (1,018) | (924) |
Net periodic pension cost | 1,177 | 951 | 975 |
Total recognized in net periodic pension cost and other comprehensive income | (1,752) | (67) | 51 |
Estimated amounts that will be amortized from accumulated comprehensive income over the next fiscal year | |||
Prior service cost | 3 | 3 | 3 |
Net actuarial loss | 345 | 594 | 593 |
Components of net periodic benefit cost | |||
Service cost | 264 | 382 | 366 |
Interest cost | 612 | 384 | 341 |
Expected return on plan assets | $ (370) | $ (411) | $ (391) |
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 | $ 455 | $ 593 | $ 656 |
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 | $ 213 | ||
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 | $ 1,177 | $ 951 | $ 975 |
Benefits and Pension Plans - We
Benefits and Pension Plans - Weighted Average Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2023 | Aug. 31, 2022 | Aug. 31, 2021 | |
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 | |||
Expected long term return on plan assets (as a percent) | 6.65% | ||
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) | 5% | 4.21% | 2.15% |
Weighted-average assumptions used to determine net periodic benefit cost | |||
Discount rate (as a percent) | 4.21% | 2.15% | 1.92% |
Expected long term return on plan assets (as a percent) | 5.55% | 4.85% | 5.25% |
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 | $ 67 | ||
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 | $ 48 | ||
Supplemental plan | |||
Weighted-average assumptions used to determine benefit obligations | |||
Discount rate (as a percent) | 5.27% | 4.36% | 1.95% |
Weighted-average assumptions used to determine net periodic benefit cost | |||
Discount rate (as a percent) | 4.36% | 1.95% | 1.65% |
Additional net periodic pension cost from each 100 basis point reduction in the discount rate | $ (21) |
Benefits and Pension Plans - As
Benefits and Pension Plans - Asset Categories (Details) | 12 Months Ended | ||
Aug. 31, 2023 | Aug. 31, 2022 | Aug. 31, 2021 | |
Target allocation and weighted-average asset allocations | |||
Expected long term return on plan assets (as a percent) | 6.65% | ||
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) | 5.55% | 4.85% | 5.25% |
Equity Securities | Qualified Plan. | |||
Target allocation and weighted-average asset allocations | |||
Percentage of Plan Assets | 46% | 47% | 46% |
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 | 54% | 53% | 54% |
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% |
Benefits and Pension Plans - Fa
Benefits and Pension Plans - Fair Value (Details) - USD ($) $ in Thousands | Aug. 31, 2023 | Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 |
Pensions and Other Postretirement Benefits | ||||
Fair value of plan assets | $ 7,368 | $ 7,802 | $ 9,280 | $ 8,168 |
Equity securities | ||||
Pensions and Other Postretirement Benefits | ||||
Fair value of plan assets | 3,389 | 3,667 | ||
Debt securities | ||||
Pensions and Other Postretirement Benefits | ||||
Fair value of plan assets | 3,979 | 4,135 | ||
Quoted prices in active markets (Level 1) | ||||
Pensions and Other Postretirement Benefits | ||||
Fair value of plan assets | 7,368 | 7,802 | ||
Quoted prices in active markets (Level 1) | Equity securities | ||||
Pensions and Other Postretirement Benefits | ||||
Fair value of plan assets | 3,389 | 3,667 | ||
Quoted prices in active markets (Level 1) | Debt securities | ||||
Pensions and Other Postretirement Benefits | ||||
Fair value of plan assets | $ 3,979 | $ 4,135 |
Benefits and Pension Plans - Fu
Benefits and Pension Plans - Future Benefit Payments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2023 | Aug. 31, 2022 | Aug. 31, 2021 | |
Estimated future pension benefit payments | |||
2024 | $ 2,970 | ||
2025 | 1,760 | ||
2026 | 1,743 | ||
2027 | 1,153 | ||
2028 | 1,072 | ||
2029-2033 | 3,525 | ||
Total pension benefit payments | 12,223 | ||
Employer contribution | $ 1,564 | $ 1,917 | $ 1,565 |
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, 2016 installment shares | Feb. 28, 2023 shares | Dec. 31, 2022 installment $ / shares shares | Oct. 31, 2022 shares | Aug. 31, 2022 installment $ / shares shares | Jul. 31, 2022 shares | Apr. 30, 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 | Feb. 29, 2020 shares | May 31, 2023 shares | Feb. 28, 2023 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 individual item $ / shares shares | Feb. 29, 2020 shares | Aug. 31, 2019 installment $ / shares shares | Nov. 30, 2016 shares | Aug. 31, 2023 $ / shares shares | Aug. 31, 2022 $ / shares shares | Aug. 31, 2021 installment $ / shares shares | Aug. 31, 2020 individual item $ / shares shares | Aug. 31, 2019 $ / shares shares | Nov. 30, 2005 shares | |
Non-employee directors | |||||||||||||||||||||||||||||||||||
Stock-Based Compensation | |||||||||||||||||||||||||||||||||||
Shares granted | 7,824 | 5,456 | 4,635 | ||||||||||||||||||||||||||||||||
Number of Shares | |||||||||||||||||||||||||||||||||||
Unvested restricted stock, beginning balance (in shares) | 4,906 | 4,525 | 4,906 | 5,456 | 4,525 | 4,906 | |||||||||||||||||||||||||||||
Granted (in shares) | 7,824 | 5,456 | 4,635 | ||||||||||||||||||||||||||||||||
Vested (in shares) | (5,456) | (4,525) | (5,016) | ||||||||||||||||||||||||||||||||
Unvested restricted stock, ending balance (in shares) | 5,456 | 4,525 | 5,456 | 4,525 | 4,906 | 7,824 | 5,456 | 4,525 | 4,906 | ||||||||||||||||||||||||||
Weighted Average Grant Date Fair Value | |||||||||||||||||||||||||||||||||||
Unvested restricted stock, beginning balance (in dollars per share) | $ / shares | $ 95.59 | $ 104.09 | $ 95.59 | $ 93.48 | $ 104.09 | $ 95.59 | |||||||||||||||||||||||||||||
Granted (in dollars per share) | $ / shares | 97.15 | 93.48 | 104.09 | ||||||||||||||||||||||||||||||||
Vested (in dollars per share) | $ / shares | 93.48 | 104.04 | 95.59 | ||||||||||||||||||||||||||||||||
Unvested restricted stock, ending balance (in dollars per share) | $ / shares | $ 93.48 | $ 104.09 | $ 93.48 | $ 104.09 | $ 95.59 | $ 97.15 | $ 93.48 | $ 104.09 | $ 95.59 | ||||||||||||||||||||||||||
Officers and employees | |||||||||||||||||||||||||||||||||||
Stock-Based Compensation | |||||||||||||||||||||||||||||||||||
Shares granted | 32,592 | 18,190 | 9,499 | ||||||||||||||||||||||||||||||||
Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 84.37 | ||||||||||||||||||||||||||||||||||
Shares forfeited | 2,494 | 3,031 | 6,195 | ||||||||||||||||||||||||||||||||
Exercise price (in dollar per share) | $ / shares | $ 80.88 | $ 76.24 | $ 80.88 | $ 76.24 | $ 75.21 | $ 86.21 | $ 80.88 | $ 76.24 | $ 75.21 | ||||||||||||||||||||||||||
Number of Shares | |||||||||||||||||||||||||||||||||||
Unvested restricted stock, beginning balance (in shares) | 59,875 | 43,201 | 59,875 | 41,556 | 43,201 | 59,875 | |||||||||||||||||||||||||||||
Granted (in shares) | 32,592 | 18,190 | 9,499 | ||||||||||||||||||||||||||||||||
Vested (in shares) | (14,957) | (16,804) | (19,978) | ||||||||||||||||||||||||||||||||
Forfeited or cancelled (in shares) | (2,494) | (3,031) | (6,195) | ||||||||||||||||||||||||||||||||
Unvested restricted stock, ending balance (in shares) | 41,556 | 43,201 | 41,556 | 43,201 | 59,875 | 56,697 | 41,556 | 43,201 | 59,875 | ||||||||||||||||||||||||||
Weighted Average Grant Date Fair Value | |||||||||||||||||||||||||||||||||||
Unvested restricted stock, beginning balance (in dollars per share) | $ / shares | $ 97.72 | $ 107.31 | $ 97.72 | $ 109.02 | $ 107.31 | $ 97.72 | |||||||||||||||||||||||||||||
Granted (in dollars per share) | $ / shares | 88.63 | 105.16 | 98.10 | ||||||||||||||||||||||||||||||||
Vested (in dollars per share) | $ / shares | 98.32 | 100.22 | 80.13 | ||||||||||||||||||||||||||||||||
Forfeited or cancelled (in dollars per share) | $ / shares | 98.80 | 111.84 | 103.86 | ||||||||||||||||||||||||||||||||
Unvested restricted stock, ending balance (in dollars per share) | $ / shares | $ 109.02 | $ 107.31 | $ 109.02 | $ 107.31 | $ 97.72 | $ 100.57 | $ 109.02 | $ 107.31 | $ 97.72 | ||||||||||||||||||||||||||
Non Employee Consultants and Advisors | |||||||||||||||||||||||||||||||||||
Stock-Based Compensation | |||||||||||||||||||||||||||||||||||
Shares granted | 2,306 | ||||||||||||||||||||||||||||||||||
Number of Shares | |||||||||||||||||||||||||||||||||||
Unvested restricted stock, beginning balance (in shares) | 2,306 | 2,306 | 2,306 | ||||||||||||||||||||||||||||||||
Granted (in shares) | 2,306 | ||||||||||||||||||||||||||||||||||
Vested (in shares) | (2,306) | ||||||||||||||||||||||||||||||||||
Unvested restricted stock, ending balance (in shares) | 2,306 | 2,306 | 2,306 | 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 | $ 108.42 | ||||||||||||||||||||||||||||||||
Granted (in dollars per share) | $ / shares | $ 108.42 | ||||||||||||||||||||||||||||||||||
Vested (in dollars per share) | $ / shares | 108.42 | ||||||||||||||||||||||||||||||||||
Unvested restricted stock, ending balance (in dollars per share) | $ / shares | $ 108.42 | $ 108.42 | $ 108.42 | $ 108.42 | $ 108.42 | $ 108.42 | |||||||||||||||||||||||||||||
Options | |||||||||||||||||||||||||||||||||||
Stock-Based Compensation | |||||||||||||||||||||||||||||||||||
Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 84.37 | ||||||||||||||||||||||||||||||||||
Options | Non-executive members of management | |||||||||||||||||||||||||||||||||||
Stock-Based Compensation | |||||||||||||||||||||||||||||||||||
Shares granted | 791 | ||||||||||||||||||||||||||||||||||
Number of equal annual installments | installment | 3 | ||||||||||||||||||||||||||||||||||
Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 95 | ||||||||||||||||||||||||||||||||||
Number of Shares | |||||||||||||||||||||||||||||||||||
Granted (in shares) | 791 | ||||||||||||||||||||||||||||||||||
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 | 18,129 | ||||||||||||||||||||||||||||||||||
Shares forfeited options | 2,733 | 2,351 | 836 | ||||||||||||||||||||||||||||||||
Shares forfeited | 306 | ||||||||||||||||||||||||||||||||||
Number of Shares | |||||||||||||||||||||||||||||||||||
Forfeited or cancelled (in shares) | (306) | ||||||||||||||||||||||||||||||||||
Restricted stock | |||||||||||||||||||||||||||||||||||
Stock-Based Compensation | |||||||||||||||||||||||||||||||||||
Shares forfeited | 2,694 | ||||||||||||||||||||||||||||||||||
Number of Shares | |||||||||||||||||||||||||||||||||||
Forfeited or cancelled (in shares) | (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 | 298 | 559 | 570 | 437 | 447 | 952 | 407 | 461 | 299 | ||||||||||||||||||||||||||
Number of Shares | |||||||||||||||||||||||||||||||||||
Forfeited or cancelled (in shares) | (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 | 7,824 | 456 | 4,525 | 110 | 4,906 | 5,000 | |||||||||||||||||||||||||||||
Vesting period | 12 months | 12 months | 12 months | 12 months | 12 months | ||||||||||||||||||||||||||||||
Number of Shares | |||||||||||||||||||||||||||||||||||
Granted (in shares) | 7,824 | 456 | 4,525 | 110 | 4,906 | 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) | 836,142 | ||||||||||||||||||||||||||||||||||
2005 Incentive Plan | |||||||||||||||||||||||||||||||||||
Stock-Based Compensation | |||||||||||||||||||||||||||||||||||
Shares authorized | 1,000,000 | ||||||||||||||||||||||||||||||||||
Common stock available for future issuance (in shares) | 17,725 | ||||||||||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||||||||||
2019 LTIP | Options | Non-executive members of management | |||||||||||||||||||||||||||||||||||
Stock-Based Compensation | |||||||||||||||||||||||||||||||||||
Shares authorized | 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 | |||||||||||||||||||||||||||||||||
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 | 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 | |||||||||||||||||||||||||||||||||||
Stock-Based Compensation | |||||||||||||||||||||||||||||||||||
Shares granted | 19,768 | ||||||||||||||||||||||||||||||||||
Shares forfeited | 166 | ||||||||||||||||||||||||||||||||||
Number of Shares | |||||||||||||||||||||||||||||||||||
Granted (in shares) | 19,768 | ||||||||||||||||||||||||||||||||||
Forfeited or cancelled (in shares) | (166) | ||||||||||||||||||||||||||||||||||
2020 LTIP | Restricted stock | Non-executive members of management | December 31 2021 vesting date | |||||||||||||||||||||||||||||||||||
Stock-Based Compensation | |||||||||||||||||||||||||||||||||||
Shares granted | 432 | ||||||||||||||||||||||||||||||||||
Number of Shares | |||||||||||||||||||||||||||||||||||
Granted (in shares) | 432 | ||||||||||||||||||||||||||||||||||
2020 LTIP | Restricted stock | Non-executive members of management | December 31 2022 vesting date | |||||||||||||||||||||||||||||||||||
Stock-Based Compensation | |||||||||||||||||||||||||||||||||||
Shares granted | 616 | ||||||||||||||||||||||||||||||||||
Number of Shares | |||||||||||||||||||||||||||||||||||
Granted (in shares) | 616 | ||||||||||||||||||||||||||||||||||
2020 LTIP | Restricted stock | Non-executive members of management | December 31 2024 vesting date | |||||||||||||||||||||||||||||||||||
Stock-Based Compensation | |||||||||||||||||||||||||||||||||||
Shares granted | 18,720 | ||||||||||||||||||||||||||||||||||
Number of Shares | |||||||||||||||||||||||||||||||||||
Granted (in shares) | 18,720 | ||||||||||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||||||||||
2023 LTIP | Options | Executive officers and other members of management | |||||||||||||||||||||||||||||||||||
Stock-Based Compensation | |||||||||||||||||||||||||||||||||||
Shares authorized | 25,987 | 25,987 | 25,987 | ||||||||||||||||||||||||||||||||
Number of equal annual installments | installment | 3 | ||||||||||||||||||||||||||||||||||
Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 88.16 | $ 88.16 | $ 88.16 | ||||||||||||||||||||||||||||||||
2023 LTIP | Restricted stock | Non-executive members of management | |||||||||||||||||||||||||||||||||||
Stock-Based Compensation | |||||||||||||||||||||||||||||||||||
Shares granted | 1,129 | ||||||||||||||||||||||||||||||||||
Number of Shares | |||||||||||||||||||||||||||||||||||
Granted (in shares) | 1,129 | ||||||||||||||||||||||||||||||||||
2023 LTIP | Restricted stock | Non-executive members of management | August 31, 2025 vesting date | |||||||||||||||||||||||||||||||||||
Stock-Based Compensation | |||||||||||||||||||||||||||||||||||
Shares granted | 314 | ||||||||||||||||||||||||||||||||||
Number of Shares | |||||||||||||||||||||||||||||||||||
Granted (in shares) | 314 | ||||||||||||||||||||||||||||||||||
2023 LTIP | Restricted stock | Non-executive members of management | March 31, 2025 Vesting Date [Member] | |||||||||||||||||||||||||||||||||||
Stock-Based Compensation | |||||||||||||||||||||||||||||||||||
Shares granted | 565 | ||||||||||||||||||||||||||||||||||
Number of Shares | |||||||||||||||||||||||||||||||||||
Granted (in shares) | 565 | ||||||||||||||||||||||||||||||||||
2023 LTIP | Restricted stock | Non-executive members of management | March 31, 2027 Vesting Date [Member] | |||||||||||||||||||||||||||||||||||
Stock-Based Compensation | |||||||||||||||||||||||||||||||||||
Shares granted | 564 | ||||||||||||||||||||||||||||||||||
Number of Shares | |||||||||||||||||||||||||||||||||||
Granted (in shares) | 564 | ||||||||||||||||||||||||||||||||||
2023 LTIP | Performance and service based restricted stock | August 31, 2025 vesting date | |||||||||||||||||||||||||||||||||||
Stock-Based Compensation | |||||||||||||||||||||||||||||||||||
Shares granted | 10,580 | ||||||||||||||||||||||||||||||||||
Number of Shares | |||||||||||||||||||||||||||||||||||
Granted (in shares) | 10,580 | ||||||||||||||||||||||||||||||||||
2023 LTIP | Time-based restricted stock | August 31, 2023 vesting date | |||||||||||||||||||||||||||||||||||
Stock-Based Compensation | |||||||||||||||||||||||||||||||||||
Shares granted | 636 | ||||||||||||||||||||||||||||||||||
Number of Shares | |||||||||||||||||||||||||||||||||||
Granted (in shares) | 636 | ||||||||||||||||||||||||||||||||||
2023 LTIP | Time-based restricted stock | August 31, 2025 vesting date | |||||||||||||||||||||||||||||||||||
Stock-Based Compensation | |||||||||||||||||||||||||||||||||||
Shares granted | 9,918 | ||||||||||||||||||||||||||||||||||
Number of Shares | |||||||||||||||||||||||||||||||||||
Granted (in shares) | 9,918 | ||||||||||||||||||||||||||||||||||
2023 LTIP | Retention grant time-based restricted stock | Non-executive members of management | |||||||||||||||||||||||||||||||||||
Stock-Based Compensation | |||||||||||||||||||||||||||||||||||
Shares forfeited | 1,486 | ||||||||||||||||||||||||||||||||||
Number of Shares | |||||||||||||||||||||||||||||||||||
Forfeited or cancelled (in shares) | (1,486) | ||||||||||||||||||||||||||||||||||
2023 LTIP | Retention grant time-based restricted stock | Executive officers and other members of management | |||||||||||||||||||||||||||||||||||
Stock-Based Compensation | |||||||||||||||||||||||||||||||||||
Shares granted | 10,015 | ||||||||||||||||||||||||||||||||||
Number of Shares | |||||||||||||||||||||||||||||||||||
Granted (in shares) | 10,015 | ||||||||||||||||||||||||||||||||||
2023 LTIP | Retention grant time-based restricted stock | Executive officers and other members of management | August 31, 2024 vesting date | |||||||||||||||||||||||||||||||||||
Stock-Based Compensation | |||||||||||||||||||||||||||||||||||
Shares granted | 1,418 | ||||||||||||||||||||||||||||||||||
Number of Shares | |||||||||||||||||||||||||||||||||||
Granted (in shares) | 1,418 | ||||||||||||||||||||||||||||||||||
2023 LTIP | Retention grant time-based restricted stock | Executive officers and other members of management | August 31, 2026 vesting date | |||||||||||||||||||||||||||||||||||
Stock-Based Compensation | |||||||||||||||||||||||||||||||||||
Shares granted | 2,836 | ||||||||||||||||||||||||||||||||||
Number of Shares | |||||||||||||||||||||||||||||||||||
Granted (in shares) | 2,836 | ||||||||||||||||||||||||||||||||||
2023 LTIP | Retention grant time-based restricted stock | Executive officers and other members of management | March 1, 2023 vesting date | |||||||||||||||||||||||||||||||||||
Stock-Based Compensation | |||||||||||||||||||||||||||||||||||
Shares granted | 2,056 | ||||||||||||||||||||||||||||||||||
Number of Shares | |||||||||||||||||||||||||||||||||||
Granted (in shares) | 2,056 | ||||||||||||||||||||||||||||||||||
2023 LTIP | Retention grant time-based restricted stock | Executive officers and other members of management | September 1, 2023 vesting date | |||||||||||||||||||||||||||||||||||
Stock-Based Compensation | |||||||||||||||||||||||||||||||||||
Shares granted | 3,705 | ||||||||||||||||||||||||||||||||||
Number of Shares | |||||||||||||||||||||||||||||||||||
Granted (in shares) | 3,705 | ||||||||||||||||||||||||||||||||||
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 | |||||||
Feb. 28, 2023 | Jul. 31, 2022 | Feb. 28, 2021 | Feb. 29, 2020 | Feb. 28, 2022 | Aug. 31, 2023 | Aug. 31, 2022 | Aug. 31, 2021 | Dec. 31, 2022 | Aug. 31, 2020 | |
Additional disclosures | ||||||||||
Unrecognized expense related to all stock-based compensation (in dollars) | $ 3,042 | |||||||||
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) | 17,725 | |||||||||
Non Employee Consultants and Advisors | ||||||||||
Additional disclosures | ||||||||||
Outstanding at the end of the period (in shares) | 2,306 | 2,306 | ||||||||
Non-employee directors | ||||||||||
Additional disclosures | ||||||||||
Outstanding at the end of the period (in shares) | 7,824 | 5,456 | 4,525 | 4,906 | ||||||
Officers and employees | ||||||||||
Options Exercisable | ||||||||||
Number Exercisable (in shares) | 145,746 | |||||||||
Weighted Average Exercise Price (in dollars per share) | $ 84.37 | |||||||||
Options outstanding | ||||||||||
Options outstanding at the beginning of the period (in shares) | 176,011 | 154,309 | 164,696 | |||||||
Granted (in shares) | 26,778 | 27,422 | 15,594 | |||||||
Exercised (in shares) | (18,330) | (2,533) | (7,546) | |||||||
Forfeited or cancelled (in shares) | (2,733) | (3,187) | (18,435) | |||||||
Options outstanding at the end of the period (in shares) | 181,726 | 176,011 | 154,309 | |||||||
Weighted Average Exercise Price | ||||||||||
Options outstanding at the beginning of the period (in dollars per share) | $ 80.88 | $ 76.24 | $ 75.21 | |||||||
Exercise price (in dollars per share) | 88.36 | 104.14 | 97.88 | |||||||
Exercised (in dollars per share) | 35.52 | 16 | 38.79 | |||||||
Forfeited or cancelled (in dollars per share) | 103.98 | 108.36 | 100.62 | |||||||
Options outstanding at the end of the period (in dollars per share) | $ 86.21 | $ 80.88 | $ 76.24 | |||||||
Additional disclosures | ||||||||||
Outstanding at the end of the period (in shares) | 56,697 | 41,556 | 43,201 | 59,875 | ||||||
Options | ||||||||||
Options Outstanding | ||||||||||
Number Outstanding (in shares) | 181,726 | |||||||||
Weighted Avg. Remaining Contractual Life | 5 years 8 months 12 days | |||||||||
Weighted Average Exercise Price (in dollars per share) | $ 86.21 | |||||||||
Aggregate Intrinsic Value (in dollars) | $ 7,324 | |||||||||
Options Exercisable | ||||||||||
Number Exercisable (in shares) | 145,746 | |||||||||
Weighted Average Exercise Price (in dollars per share) | $ 84.37 | |||||||||
Aggregate Intrinsic Value (in dollars) | $ 6,141 | |||||||||
Additional disclosures | ||||||||||
Weighted average grant date fair value of options granted (in dollars per share) | $ 33.77 | $ 37.71 | $ 34.45 | |||||||
Total pretax intrinsic value of stock options exercised (in dollars) | $ 1,142 | $ 195 | $ 558 | |||||||
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) | 140 | $ 20 | $ 114 | |||||||
Unrecognized expense related to all stock-based compensation (in dollars) | $ 642 | |||||||||
Options | $35.50 | ||||||||||
Options Outstanding | ||||||||||
Number Outstanding (in shares) | 10,479 | |||||||||
Weighted Avg. Remaining Contractual Life | 1 year | |||||||||
Weighted Average Exercise Price (in dollars per share) | $ 35.50 | |||||||||
Aggregate Intrinsic Value (in dollars) | $ 954 | |||||||||
Options Exercisable | ||||||||||
Number Exercisable (in shares) | 10,479 | |||||||||
Weighted Average Exercise Price (in dollars per share) | $ 35.50 | |||||||||
Aggregate Intrinsic Value (in dollars) | $ 954 | |||||||||
Options | $39.50 | ||||||||||
Options Outstanding | ||||||||||
Number Outstanding (in shares) | 10,072 | |||||||||
Weighted Avg. Remaining Contractual Life | 2 years | |||||||||
Weighted Average Exercise Price (in dollars per share) | $ 39.50 | |||||||||
Aggregate Intrinsic Value (in dollars) | $ 876 | |||||||||
Options Exercisable | ||||||||||
Number Exercisable (in shares) | 10,072 | |||||||||
Weighted Average Exercise Price (in dollars per share) | $ 39.50 | |||||||||
Aggregate Intrinsic Value (in dollars) | $ 876 | |||||||||
Options | $64.37 | ||||||||||
Options Outstanding | ||||||||||
Number Outstanding (in shares) | 31,089 | |||||||||
Weighted Avg. Remaining Contractual Life | 3 years | |||||||||
Weighted Average Exercise Price (in dollars per share) | $ 64.37 | |||||||||
Aggregate Intrinsic Value (in dollars) | $ 1,932 | |||||||||
Options Exercisable | ||||||||||
Number Exercisable (in shares) | 31,089 | |||||||||
Weighted Average Exercise Price (in dollars per share) | $ 64.37 | |||||||||
Aggregate Intrinsic Value (in dollars) | $ 1,932 | |||||||||
Options | $93.50 | ||||||||||
Options Outstanding | ||||||||||
Number Outstanding (in shares) | 7,813 | |||||||||
Weighted Avg. Remaining Contractual Life | 4 years | |||||||||
Weighted Average Exercise Price (in dollars per share) | $ 93.50 | |||||||||
Aggregate Intrinsic Value (in dollars) | $ 258 | |||||||||
Options Exercisable | ||||||||||
Number Exercisable (in shares) | 7,813 | |||||||||
Weighted Average Exercise Price (in dollars per share) | $ 93.50 | |||||||||
Aggregate Intrinsic Value (in dollars) | $ 258 | |||||||||
Options | $94.88 | ||||||||||
Options Outstanding | ||||||||||
Number Outstanding (in shares) | 14,480 | |||||||||
Weighted Avg. Remaining Contractual Life | 8 years 4 months 24 days | |||||||||
Weighted Average Exercise Price (in dollars per share) | $ 94.88 | |||||||||
Aggregate Intrinsic Value (in dollars) | $ 458 | |||||||||
Options Exercisable | ||||||||||
Weighted Average Exercise Price (in dollars per share) | $ 94.88 | |||||||||
Options | $97.57 | ||||||||||
Options Outstanding | ||||||||||
Number Outstanding (in shares) | 12,269 | |||||||||
Weighted Avg. Remaining Contractual Life | 7 years | |||||||||
Weighted Average Exercise Price (in dollars per share) | $ 97.57 | |||||||||
Aggregate Intrinsic Value (in dollars) | $ 355 | |||||||||
Options Exercisable | ||||||||||
Number Exercisable (in shares) | 12,269 | |||||||||
Weighted Average Exercise Price (in dollars per share) | $ 97.57 | |||||||||
Aggregate Intrinsic Value (in dollars) | $ 355 | |||||||||
Options | $100.22 | ||||||||||
Options Outstanding | ||||||||||
Number Outstanding (in shares) | 49,017 | |||||||||
Weighted Avg. Remaining Contractual Life | 6 years | |||||||||
Weighted Average Exercise Price (in dollars per share) | $ 100.22 | |||||||||
Aggregate Intrinsic Value (in dollars) | $ 1,288 | |||||||||
Options Exercisable | ||||||||||
Number Exercisable (in shares) | 49,017 | |||||||||
Weighted Average Exercise Price (in dollars per share) | $ 100.22 | |||||||||
Aggregate Intrinsic Value (in dollars) | $ 1,288 | |||||||||
Options | $104.00 | ||||||||||
Options Outstanding | ||||||||||
Number Outstanding (in shares) | 606 | |||||||||
Weighted Avg. Remaining Contractual Life | 4 years 6 months | |||||||||
Weighted Average Exercise Price (in dollars per share) | $ 104 | |||||||||
Aggregate Intrinsic Value (in dollars) | $ 14 | |||||||||
Options Exercisable | ||||||||||
Number Exercisable (in shares) | 606 | |||||||||
Weighted Average Exercise Price (in dollars per share) | $ 104 | |||||||||
Aggregate Intrinsic Value (in dollars) | $ 14 | |||||||||
Options | $104.04 | ||||||||||
Options Outstanding | ||||||||||
Number Outstanding (in shares) | 749 | |||||||||
Weighted Avg. Remaining Contractual Life | 7 years | |||||||||
Weighted Average Exercise Price (in dollars per share) | $ 104.04 | |||||||||
Aggregate Intrinsic Value (in dollars) | $ 17 | |||||||||
Options Exercisable | ||||||||||
Number Exercisable (in shares) | 749 | |||||||||
Weighted Average Exercise Price (in dollars per share) | $ 104.04 | |||||||||
Aggregate Intrinsic Value (in dollars) | $ 17 | |||||||||
Options | $114.50 | ||||||||||
Options Outstanding | ||||||||||
Number Outstanding (in shares) | 10,964 | |||||||||
Weighted Avg. Remaining Contractual Life | 8 years | |||||||||
Weighted Average Exercise Price (in dollars per share) | $ 114.50 | |||||||||
Aggregate Intrinsic Value (in dollars) | $ 132 | |||||||||
Options Exercisable | ||||||||||
Number Exercisable (in shares) | 7,310 | |||||||||
Weighted Average Exercise Price (in dollars per share) | $ 114.50 | |||||||||
Aggregate Intrinsic Value (in dollars) | $ 88 | |||||||||
Options | $123.95 | ||||||||||
Options Outstanding | ||||||||||
Number Outstanding (in shares) | 7,410 | |||||||||
Weighted Avg. Remaining Contractual Life | 5 years | |||||||||
Weighted Average Exercise Price (in dollars per share) | $ 123.95 | |||||||||
Aggregate Intrinsic Value (in dollars) | $ 19 | |||||||||
Options Exercisable | ||||||||||
Number Exercisable (in shares) | 7,410 | |||||||||
Weighted Average Exercise Price (in dollars per share) | $ 123.95 | |||||||||
Aggregate Intrinsic Value (in dollars) | $ 19 | |||||||||
Options | $88.16 | ||||||||||
Options Outstanding | ||||||||||
Number Outstanding (in shares) | 25,987 | |||||||||
Weighted Avg. Remaining Contractual Life | 9 years | |||||||||
Weighted Average Exercise Price (in dollars per share) | $ 88.16 | |||||||||
Aggregate Intrinsic Value (in dollars) | $ 996 | |||||||||
Options Exercisable | ||||||||||
Number Exercisable (in shares) | 8,669 | |||||||||
Weighted Average Exercise Price (in dollars per share) | $ 88.16 | |||||||||
Aggregate Intrinsic Value (in dollars) | $ 332 | |||||||||
Options | 95.00 | ||||||||||
Options Outstanding | ||||||||||
Number Outstanding (in shares) | 791 | |||||||||
Weighted Avg. Remaining Contractual Life | 9 years | |||||||||
Weighted Average Exercise Price (in dollars per share) | $ 95 | |||||||||
Aggregate Intrinsic Value (in dollars) | $ 25 | |||||||||
Options Exercisable | ||||||||||
Number Exercisable (in shares) | 263 | |||||||||
Weighted Average Exercise Price (in dollars per share) | $ 95 | |||||||||
Aggregate Intrinsic Value (in dollars) | $ 8 | |||||||||
Options | Non-executive members of management | ||||||||||
Options Exercisable | ||||||||||
Weighted Average Exercise Price (in dollars per share) | $ 95 | |||||||||
Restricted stock | ||||||||||
Additional disclosures | ||||||||||
Unrecognized expense related to all stock-based compensation (in dollars) | $ 2,400 | |||||||||
Restricted stock | Non Employee Consultants and Advisors | ||||||||||
Stockholders' Equity | ||||||||||
Vesting period | 2 years | |||||||||
Restricted stock | Non-employee directors | ||||||||||
Stockholders' Equity | ||||||||||
Vesting period | 12 months | 12 months | 12 months | 12 months | 12 months |
Stockholders' Equity - Fair val
Stockholders' Equity - Fair value of options granted (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2023 | Aug. 31, 2022 | Aug. 31, 2021 | |
Stock Based Compensation | |||
Stock-based compensation expense | $ 3,656 | $ 3,147 | $ 2,978 |
Weighted average assumptions used to estimate the fair value of options granted | |||
Expected Dividend yield (as a percent) | 1.10% | 0.80% | 0.70% |
Expected life | 6 years | 6 years 3 months 18 days | 6 years |
Expected volatility (as a percent) | 39.10% | 38.70% | 39.50% |
Risk-free interest rate (as a percent) | 3.30% | 1.30% | 0.40% |
Segment Data (Details)
Segment Data (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||
Sep. 01, 2022 USD ($) | Aug. 04, 2022 USD ($) | Feb. 05, 2021 USD ($) | Feb. 28, 2021 USD ($) | Aug. 31, 2023 USD ($) | May 31, 2023 USD ($) | Feb. 28, 2023 USD ($) | Nov. 30, 2022 USD ($) | Aug. 31, 2023 USD ($) segment | Aug. 31, 2022 USD ($) segment | Aug. 31, 2021 USD ($) | |
Segment data | |||||||||||
Number of operating segments | 3 | 3 | |||||||||
Revenue | $ 404,015,000 | $ 325,660,000 | $ 293,336,000 | ||||||||
Income before income taxes | 43,191,000 | 58,598,000 | 58,594,000 | ||||||||
Total assets | $ 600,806,000 | 600,806,000 | 611,580,000 | ||||||||
Interest | 8,981,000 | 425,000 | 297,000 | ||||||||
Amortization | 23,666,000 | 11,751,000 | 12,858,000 | ||||||||
Loss on impairment/write-off of long-term assets | 1,689,000 | 100,000 | |||||||||
Inventory Step up to Fair Value | 2,242,000 | ||||||||||
Expenses related to acquisition | 4,299,000 | 4,000,000 | 128,000 | ||||||||
Pension related settlement costs | (213,000) | ||||||||||
Exit costs related to facilities | 1,992,000 | 842,000 | 977,000 | ||||||||
NuCera Solutions | |||||||||||
Segment data | |||||||||||
Revenue | 69,669,000 | ||||||||||
Loss on discontinued study | 495,000 | ||||||||||
Backlog amortization fully amortized | $ 2,280,000 | ||||||||||
Long-term line of credit, noncurrent | 180,000,000 | ||||||||||
Consideration paid in cash | $ 70,000,000 | 70,000,000 | |||||||||
Emerging Technologies | |||||||||||
Segment data | |||||||||||
Expenses related to acquisition | $ 128,000 | ||||||||||
Consideration paid in cash | $ 1,000,000 | $ 8,997,000 | 8,997,000 | ||||||||
Woburn, MA | |||||||||||
Segment data | |||||||||||
Loss on impairment/write-off of long-term assets | $ 314,000 | 548,000 | |||||||||
Westwood, MA | |||||||||||
Segment data | |||||||||||
Exit costs related to facilities | 0 | 232,000 | |||||||||
Houston, TX | |||||||||||
Segment data | |||||||||||
Loss on impairment/write-off of long-term assets | $ 211,000 | ||||||||||
Write off of fixed assets | 120,000 | ||||||||||
Barnsdall, OK | |||||||||||
Segment data | |||||||||||
Write off of fixed assets | 3,000 | ||||||||||
Adhesives, Sealants and Additives | |||||||||||
Segment data | |||||||||||
Revenue | 207,900,000 | 135,770,000 | 126,864,000 | ||||||||
Interest | 8,981,000 | 170,000 | 116,000 | ||||||||
Depreciation | 6,423,000 | 924,000 | 1,065,000 | ||||||||
Amortization | 23,658,000 | 10,466,000 | 10,685,000 | ||||||||
Expenses related to acquisition | 4,270,000 | ||||||||||
Adhesives, Sealants and Additives | ABchime | |||||||||||
Segment data | |||||||||||
Loss on upward adjustment of performance based earn out contingent consideration | 702,000 | 432,000 | 1,664,000 | ||||||||
Adhesives, Sealants and Additives | NuCera Solutions | |||||||||||
Segment data | |||||||||||
Loss on discontinued study | 492,000 | ||||||||||
Inventory adjustments | $ 2,242,000 | ||||||||||
Expenses related to acquisition | 29,000 | ||||||||||
Adhesives, Sealants and Additives | Woburn, MA | |||||||||||
Segment data | |||||||||||
Loss on impairment/write-off of long-term assets | 862,000 | ||||||||||
Exit costs related to facilities | 516,000 | 463,000 | 0 | ||||||||
Adhesives, Sealants and Additives | Newark, CA | |||||||||||
Segment data | |||||||||||
Exit costs related to facilities | 0 | 147,000 | 977,000 | ||||||||
Adhesives, Sealants and Additives | Houston, TX | |||||||||||
Segment data | |||||||||||
Loss on impairment/write-off of long-term assets | $ 331,000 | 331,000 | |||||||||
Adhesives, Sealants and Additives | Barnsdall, OK | |||||||||||
Segment data | |||||||||||
Write off of fixed assets | 3,000 | ||||||||||
Industrial Tapes | |||||||||||
Segment data | |||||||||||
Revenue | 153,660,000 | 143,954,000 | 120,873,000 | ||||||||
Interest | 170,000 | 83,000 | |||||||||
Depreciation | 1,270,000 | 1,568,000 | 1,718,000 | ||||||||
Amortization | 3,000 | 1,280,000 | 1,537,000 | ||||||||
Corrosion Protection and Waterproofing | |||||||||||
Segment data | |||||||||||
Revenue | 42,455,000 | 45,936,000 | 45,599,000 | ||||||||
Interest | 85,000 | 98,000 | |||||||||
Depreciation | 495,000 | 516,000 | 588,000 | ||||||||
Amortization | 5,000 | 5,000 | 636,000 | ||||||||
Write-down of certain assets under construction | 100,000 | ||||||||||
Reportable segments | |||||||||||
Segment data | |||||||||||
Income before income taxes | 91,737,000 | 96,459,000 | 89,840,000 | ||||||||
Total assets | 531,333,000 | 531,333,000 | 274,572,000 | ||||||||
Reportable segments | Adhesives, Sealants and Additives | |||||||||||
Segment data | |||||||||||
Income before income taxes | 29,314,000 | 37,657,000 | 36,520,000 | ||||||||
Total assets | 415,361,000 | 415,361,000 | 153,784,000 | ||||||||
Reportable segments | Industrial Tapes | |||||||||||
Segment data | |||||||||||
Income before income taxes | 47,694,000 | 41,387,000 | 37,407,000 | ||||||||
Total assets | 82,929,000 | 82,929,000 | 87,751,000 | ||||||||
Reportable segments | Corrosion Protection and Waterproofing | |||||||||||
Segment data | |||||||||||
Income before income taxes | 14,729,000 | 17,415,000 | 15,913,000 | ||||||||
Total assets | 33,043,000 | 33,043,000 | 33,037,000 | ||||||||
Corporate and common costs | |||||||||||
Segment data | |||||||||||
Income before income taxes | (48,546,000) | (37,861,000) | $ (31,246,000) | ||||||||
Total assets | $ 69,473,000 | 69,473,000 | 337,008,000 | ||||||||
ERP upgrade optimization costs | $ 1,476,000 | ||||||||||
Corporate and common costs | NuCera Solutions | |||||||||||
Segment data | |||||||||||
Expenses related to acquisition | 4,000,000 | ||||||||||
Corporate and common costs | Westwood, MA | |||||||||||
Segment data | |||||||||||
Exit costs related to facilities | $ 232,000 |
Export Sales and Foreign Oper_3
Export Sales and Foreign Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Aug. 31, 2023 | Aug. 31, 2022 | Aug. 31, 2021 | May 31, 2023 | May 31, 2022 | |
Concentration risk | |||||
Export sales | $ 77,773 | $ 36,305 | $ 33,439 | ||
Revenue | 404,015 | 325,660 | 293,336 | ||
Property, plant and equipment, net | 60,469 | 24,248 | $ 60,469 | $ 24,248 | |
United States | |||||
Concentration risk | |||||
Revenue | 345,121 | 281,754 | 245,476 | ||
United Kingdom | |||||
Concentration risk | |||||
Revenue | 23,668 | 22,295 | 24,846 | ||
France | |||||
Concentration risk | |||||
Revenue | 24,828 | 9,734 | 10,927 | ||
All other Foreign | |||||
Concentration risk | |||||
Revenue | 10,398 | 11,877 | $ 12,087 | ||
Long-lived assets | |||||
Concentration risk | |||||
Property, plant and equipment, net | 60,469 | 24,248 | |||
Goodwill and Intangible assets, less accumulated amortization | 337,461 | 128,821 | |||
Long-lived assets | United States | |||||
Concentration risk | |||||
Property, plant and equipment, net | 57,593 | 21,300 | |||
Goodwill and Intangible assets, less accumulated amortization | 303,214 | 105,216 | |||
Long-lived assets | United Kingdom | |||||
Concentration risk | |||||
Property, plant and equipment, net | 1,719 | 1,832 | |||
Goodwill and Intangible assets, less accumulated amortization | 3,598 | 3,318 | |||
Long-lived assets | France | |||||
Concentration risk | |||||
Property, plant and equipment, net | 303 | 239 | |||
Goodwill and Intangible assets, less accumulated amortization | 29,996 | 20,130 | |||
Long-lived assets | All other Foreign | |||||
Concentration risk | |||||
Property, plant and equipment, net | 854 | 877 | |||
Goodwill and Intangible assets, less accumulated amortization | $ 653 | $ 157 |
Supplemental Cash Flow Data (De
Supplemental Cash Flow Data (Details) - USD ($) $ in Thousands | 12 Months Ended | |||||
Aug. 04, 2022 | Feb. 05, 2021 | Aug. 31, 2023 | Aug. 31, 2022 | Aug. 31, 2021 | Sep. 01, 2020 | |
Supplemental Cash Flow Data | ||||||
Income taxes paid | $ 16,700 | $ 15,017 | $ 17,074 | |||
Interest paid | 8,975 | 282 | 245 | |||
Common stock received for payment of stock option exercises | 650 | 40 | 206 | |||
Property, plant and equipment additions included in accounts payable | 319 | 146 | 256 | |||
Acquisition of certain assets | ||||||
Goodwill | 178,210 | $ 95,160 | $ 97,866 | |||
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 | ||||
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 | ||||
Operating lease right-of-use asset | 473 | |||||
Deferred tax liability | $ (3,387) |
Acquisitions (Details)
Acquisitions (Details) € in Thousands, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||||||
Sep. 01, 2022 USD ($) | Aug. 04, 2022 USD ($) | Feb. 05, 2021 USD ($) | Sep. 01, 2020 USD ($) | Sep. 01, 2020 EUR (€) | Feb. 28, 2021 USD ($) | Aug. 31, 2023 USD ($) | Aug. 31, 2022 USD ($) | Aug. 31, 2021 USD ($) | Aug. 31, 2020 USD ($) | Sep. 01, 2020 EUR (€) | |
Acquisitions | |||||||||||
Expenses related to acquisition | $ 4,299 | $ 4,000 | $ 128 | ||||||||
Consideration paid in cash | 249,594 | 31,238 | |||||||||
Proceeds on principle on debt | 180,000 | ||||||||||
Goodwill | 178,210 | 95,160 | 97,866 | ||||||||
Goodwill deductible for income tax purposes | 25,223 | 27,472 | |||||||||
Loss (gain) on contingent consideration | 702 | 432 | 1,664 | ||||||||
Revenue | 404,015 | 325,660 | 293,336 | ||||||||
Net income (loss) | 33,182 | 44,671 | 44,920 | ||||||||
Adhesives, Sealants and Additives | |||||||||||
Acquisitions | |||||||||||
Expenses related to acquisition | 4,270 | ||||||||||
Revenue | 207,900 | 135,770 | 126,864 | ||||||||
Emerging Technologies | |||||||||||
Acquisitions | |||||||||||
Expenses related to acquisition | $ 128 | ||||||||||
Consideration paid in cash | $ 1,000 | $ 8,997 | 8,997 | ||||||||
Purchase price | 9,997 | ||||||||||
Goodwill | $ 2,451 | 2,451 | |||||||||
Threshold period within which the accrued consideration will be paid | 18 months | ||||||||||
Acquisition related expenses | 128 | ||||||||||
ABchime | |||||||||||
Acquisitions | |||||||||||
Consideration paid in cash | $ 22,241 | € 18,654 | (22,241) | ||||||||
Goodwill | $ 13,055 | 13,055 | |||||||||
Acquisition related expenses | $ 274 | ||||||||||
Performance-based earn out measurement period | 4 years | 4 years | |||||||||
Potential earn out | $ 8,330 | € 7,000 | |||||||||
Accrued earn out | $ 928 | 3,538 | 2,584 | € 780 | |||||||
Loss (gain) on contingent consideration | 702 | 432 | $ 1,664 | ||||||||
NuCera Solutions | |||||||||||
Acquisitions | |||||||||||
Consideration paid in cash | $ 249,594 | ||||||||||
Consideration paid in cash | 70,000 | 70,000 | |||||||||
Proceeds on principle on debt | 180,000 | ||||||||||
Purchase price | 250,000 | ||||||||||
Acquisition transaction costs | 4,000 | 29 | |||||||||
Goodwill | 81,482 | ||||||||||
Goodwill deductible for income tax purposes | 1,147 | ||||||||||
Revenue | 69,669 | ||||||||||
Net income (loss) | (11,850) | ||||||||||
Pro forma incremental amortization expense | 15,068 | ||||||||||
Pro forma inventory step-up | 2,242 | ||||||||||
Pro forma incremental interest expense | 8,910 | ||||||||||
Revenue | 404,016 | 415,525 | |||||||||
Net income | 32,386 | $ 39,285 | |||||||||
Acquisition cost has been allocated to the acquired tangible and identifiable intangible assets assumed based on their fair values | |||||||||||
Net Assets acquired | $ 250,092 | ||||||||||
NuCera Solutions | Adhesives, Sealants and Additives | |||||||||||
Acquisitions | |||||||||||
Expenses related to acquisition | $ 29 |
Acquisitions - Allocation of th
Acquisitions - Allocation of the Purchase Price (Details) € in Thousands, $ in Thousands | 12 Months Ended | |||||||
Sep. 01, 2022 USD ($) | Aug. 04, 2022 USD ($) | Feb. 05, 2021 USD ($) | Sep. 01, 2020 USD ($) | Sep. 01, 2020 EUR (€) | Aug. 31, 2023 USD ($) | Aug. 31, 2021 USD ($) | Aug. 31, 2022 USD ($) | |
Allocation of the Purchase Price | ||||||||
Goodwill | $ 178,210 | $ 97,866 | $ 95,160 | |||||
Payments for acquisitions | 249,594 | $ 31,238 | ||||||
Emerging Technologies | ||||||||
Allocation of the Purchase Price | ||||||||
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 | 519 | |||||||
Accounts payable and accrued liabilities | (519) | |||||||
Other liabilities (due to sellers) | (1,000) | |||||||
Payments for acquisitions | $ (1,000) | $ (8,997) | (8,997) | |||||
ABchime | ||||||||
Allocation of the Purchase Price | ||||||||
Accounts receivable | 697 | |||||||
Inventory | 239 | |||||||
Prepaid expenses and other current assets | 696 | |||||||
Property, plant and equipment | 245 | |||||||
Operating lease right-of-use asset | 473 | |||||||
Goodwill | $ 13,055 | 13,055 | ||||||
Intangible assets | 12,055 | |||||||
Accounts payable | 431 | |||||||
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 | $ 22,241 | € 18,654 | (22,241) | |||||
Deferred income taxes | 3,387 | |||||||
Deferred tax liability | $ (3,387) | |||||||
NuCera Solutions | ||||||||
Allocation of the Purchase Price | ||||||||
Cash consideration | $ 250,092 | |||||||
Cash and cash equivalents | 498 | |||||||
Accounts receivable | 10,392 | |||||||
Inventory | 16,062 | |||||||
Prepaid expenses and other current assets | 4,848 | |||||||
Property, plant and equipment | 38,292 | |||||||
Operating lease right-of-use asset | 579 | |||||||
Goodwill | 81,482 | |||||||
Intangible assets | 148,021 | |||||||
Other assets | 212 | |||||||
Total assets acquired | 300,386 | |||||||
Accounts payable | 4,731 | |||||||
Accounts payable and accrued liabilities | (4,731) | |||||||
Payments for acquisitions | 249,594 | |||||||
Accrued expenses | 6,644 | |||||||
Income taxes payable | 167 | |||||||
Operating lease long-term liabilities | 474 | |||||||
Deferred income taxes | 38,179 | |||||||
Deferred tax liability | (38,179) | |||||||
Accrued Income Taxes | 99 | |||||||
Total liabilities assumed | 50,294 | |||||||
Net Assets acquired | $ 250,092 |
Revenue from Contracts with C_3
Revenue from Contracts with Customers - Contract Assets and Contract Liabilities (Details) - USD ($) $ in Thousands | Aug. 31, 2023 | Aug. 31, 2022 |
Contract Assets | ||
Contract assets | $ 49 | $ 181 |
Contract liabilities | 0 | 0 |
Adhesives, Sealants and Additives | ||
Contract Assets | ||
Contract assets | 32 | 55 |
Industrial Tapes | ||
Contract Assets | ||
Contract assets | 12 | 123 |
Corrosion Protection and Waterproofing | ||
Contract Assets | ||
Contract assets | $ 5 | $ 3 |
Revenue from Contracts with C_4
Revenue from Contracts with Customers - Disaggregation of revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2023 | Aug. 31, 2022 | Aug. 31, 2021 | |
Revenue from Contracts with Customers | |||
Revenue | $ 404,015 | $ 325,660 | $ 293,336 |
Practical expedient - financing component | true | ||
North America | |||
Revenue from Contracts with Customers | |||
Revenue | $ 282,787 | 255,519 | 220,351 |
Asia/Middle East | |||
Revenue from Contracts with Customers | |||
Revenue | 62,211 | 36,369 | 40,869 |
Europe | |||
Revenue from Contracts with Customers | |||
Revenue | 54,923 | 30,589 | 29,094 |
All other foreign | |||
Revenue from Contracts with Customers | |||
Revenue | 4,094 | 3,183 | 3,022 |
Adhesives, Sealants and Additives | |||
Revenue from Contracts with Customers | |||
Revenue | 207,900 | 135,770 | 126,864 |
Adhesives, Sealants and Additives | North America | |||
Revenue from Contracts with Customers | |||
Revenue | 109,998 | 87,249 | 76,388 |
Adhesives, Sealants and Additives | Asia/Middle East | |||
Revenue from Contracts with Customers | |||
Revenue | 51,062 | 25,917 | 28,033 |
Adhesives, Sealants and Additives | Europe | |||
Revenue from Contracts with Customers | |||
Revenue | 45,633 | 21,910 | 21,846 |
Adhesives, Sealants and Additives | All other foreign | |||
Revenue from Contracts with Customers | |||
Revenue | 1,207 | 694 | 597 |
Industrial Tapes | |||
Revenue from Contracts with Customers | |||
Revenue | 153,660 | 143,954 | 120,873 |
Industrial Tapes | North America | |||
Revenue from Contracts with Customers | |||
Revenue | 136,995 | 127,988 | 106,084 |
Industrial Tapes | Asia/Middle East | |||
Revenue from Contracts with Customers | |||
Revenue | 6,804 | 7,430 | 7,903 |
Industrial Tapes | Europe | |||
Revenue from Contracts with Customers | |||
Revenue | 7,304 | 6,168 | 4,657 |
Industrial Tapes | All other foreign | |||
Revenue from Contracts with Customers | |||
Revenue | 2,557 | 2,368 | 2,229 |
Corrosion Protection and Waterproofing | |||
Revenue from Contracts with Customers | |||
Revenue | 42,455 | 45,936 | 45,599 |
Corrosion Protection and Waterproofing | North America | |||
Revenue from Contracts with Customers | |||
Revenue | 35,794 | 40,282 | 37,879 |
Corrosion Protection and Waterproofing | Asia/Middle East | |||
Revenue from Contracts with Customers | |||
Revenue | 4,345 | 3,022 | 4,933 |
Corrosion Protection and Waterproofing | Europe | |||
Revenue from Contracts with Customers | |||
Revenue | 1,986 | 2,511 | 2,591 |
Corrosion Protection and Waterproofing | All other foreign | |||
Revenue from Contracts with Customers | |||
Revenue | $ 330 | $ 121 | $ 196 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) € in Thousands, $ in Thousands | Aug. 31, 2023 USD ($) | Aug. 31, 2022 USD ($) | Sep. 01, 2020 USD ($) | Sep. 01, 2020 EUR (€) |
Fair value measurements | ||||
Long term debt outstanding | $ 105,000 | $ 180,000 | ||
ABchime | ||||
Fair value measurements | ||||
Contingent consideration | 3,538 | 2,584 | $ 928 | € 780 |
Recurring basis | ||||
Fair value measurements | ||||
Restricted investments | 2,938 | 2,367 | ||
Long-term debt | $ 105,000 | 180,000 | ||
Long-term debt applicable interest rate | 6.43% | |||
Contingent consideration | $ 3,538 | 2,584 | ||
Recurring basis | Quoted prices in active markets (Level 1) | ||||
Fair value measurements | ||||
Restricted investments | 2,704 | 2,125 | ||
Recurring basis | Significant other observable inputs (Level 2) | ||||
Fair value measurements | ||||
Restricted investments | 234 | 242 | ||
Long-term debt | 105,000 | 180,000 | ||
Recurring basis | Significant unobservable inputs (Level 3) | ||||
Fair value measurements | ||||
Contingent consideration | $ 3,538 | $ 2,584 |
Net Income Per Share (Details)
Net Income Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Aug. 31, 2023 | Aug. 31, 2022 | Aug. 31, 2021 | |
Basic Earnings per Share | |||
Net income | $ 33,182 | $ 44,671 | $ 44,920 |
Less: Allocated to participating securities | 274 | 297 | 309 |
Net income available to common shareholders | $ 32,908 | $ 44,374 | $ 44,611 |
Basic weighted average shares outstanding | 9,424,729 | 9,399,085 | 9,383,085 |
Net income per share - Basic (in dollars per share) | $ 3.49 | $ 4.72 | $ 4.75 |
Diluted Earnings per Share | |||
Net income | $ 33,182 | $ 44,671 | $ 44,920 |
Basic weighted average shares outstanding | 9,424,729 | 9,399,085 | 9,383,085 |
Additional dilutive common stock equivalents (in shares) | 33,887 | 35,256 | 45,331 |
Diluted weighted average shares outstanding | 9,458,616 | 9,434,341 | 9,428,416 |
Net income per share - Diluted (in dollars per share) | $ 3.48 | $ 4.70 | $ 4.73 |
Antidilutive securities | |||
Antidilutive stock options excluded from computation of earnings per share amount (in shares) | 78,562 | 96,912 | 59,508 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2023 | Aug. 31, 2022 | Aug. 31, 2021 | |
Accumulated other comprehensive income | |||
Balance | $ 372,829 | $ 344,324 | $ 302,792 |
Total other comprehensive income (loss) | 9,057 | (9,157) | 1,882 |
Balance | 408,306 | 372,829 | 344,324 |
Accumulated Other Comprehensive Income (loss) | |||
Accumulated other comprehensive income | |||
Balance | (20,367) | (11,210) | (13,092) |
Other comprehensive gains (losses) before reclassifications | 8,639 | (9,534) | |
Reclassifications to net income of previously deferred (gains) losses | 418 | 377 | |
Total other comprehensive income (loss) | 9,057 | (9,157) | |
Balance | (11,310) | (20,367) | (11,210) |
Gains on Restricted Investments: | |||
Accumulated other comprehensive income | |||
Balance | 164 | 518 | |
Other comprehensive gains (losses) before reclassifications | 178 | (282) | |
Reclassifications to net income of previously deferred (gains) losses | (85) | (72) | |
Total other comprehensive income (loss) | 93 | (354) | |
Balance | 257 | 164 | 518 |
Loss on Funded Pension Plan adjustments: | |||
Accumulated other comprehensive income | |||
Balance | (7,200) | (7,979) | |
Other comprehensive gains (losses) before reclassifications | 3,076 | 330 | |
Reclassifications to net income of previously deferred (gains) losses | 503 | 449 | |
Total other comprehensive income (loss) | 3,579 | 779 | |
Balance | (3,621) | (7,200) | (7,979) |
Foreign Currency Translation Adjustment | |||
Accumulated other comprehensive income | |||
Balance | (13,331) | (3,749) | |
Other comprehensive gains (losses) before reclassifications | 5,385 | (9,582) | |
Total other comprehensive income (loss) | 5,385 | (9,582) | |
Balance | $ (7,946) | $ (13,331) | $ (3,749) |
Accumulated Other Comprehensi_4
Accumulated Other Comprehensive Income - Reclassifications (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2023 | Aug. 31, 2022 | Aug. 31, 2021 | |
Accumulated other comprehensive income | |||
Selling, general and administrative expenses | $ (77,117) | $ (54,438) | $ (52,100) |
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 | $ (213) | ||
Tax expense (benefit) | (10,009) | $ (13,927) | $ (13,674) |
Net income (loss) | 33,182 | 44,671 | $ 44,920 |
Reclassification out of accumulated other comprehensive income (loss) | |||
Accumulated other comprehensive income | |||
Net income (loss) | 418 | 377 | |
Gains on Restricted Investments: | Reclassification out of accumulated other comprehensive income (loss) | |||
Accumulated other comprehensive income | |||
Selling, general and administrative expenses | (114) | (96) | |
Tax expense (benefit) | 29 | 24 | |
Net income (loss) | (85) | (72) | |
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 | $ 458 | 596 | |
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) | ||
Settlement and curtailment loss | $ 213 | ||
Tax expense (benefit) | (168) | (147) | |
Net income (loss) | $ 503 | $ 449 |
Operations Optimization Costs (
Operations Optimization Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||
May 31, 2023 | Feb. 28, 2023 | Nov. 30, 2022 | Aug. 31, 2021 | Aug. 31, 2019 | Aug. 31, 2023 | Aug. 31, 2022 | Aug. 31, 2021 | |
Operations Optimization Costs | ||||||||
Exit costs related to facilities | $ 1,992 | $ 842 | $ 977 | |||||
Loss on impairment/write-off of long-term assets | 1,689 | 100 | ||||||
ERP System Upgrade [Member] | ||||||||
Operations Optimization Costs | ||||||||
ERP upgrade optimization costs | 1,476 | |||||||
Woburn, MA | ||||||||
Operations Optimization Costs | ||||||||
Loss on impairment/write-off of long-term assets | $ 314 | $ 548 | ||||||
Westwood, MA | ||||||||
Operations Optimization Costs | ||||||||
Exit costs related to facilities | 0 | 232 | ||||||
Houston, TX | ||||||||
Operations Optimization Costs | ||||||||
Write off of fixed assets | $ 120 | |||||||
Loss on impairment/write-off of long-term assets | 211 | |||||||
Engineering Studies related to Facility Consolidation and Rationalization Initiative | ||||||||
Operations Optimization Costs | ||||||||
Write-down of certain assets under construction | $ 100 | $ 405 | ||||||
Adhesives, Sealants and Additives | Woburn, MA | ||||||||
Operations Optimization Costs | ||||||||
Exit costs related to facilities | 516 | 463 | 0 | |||||
Loss on impairment/write-off of long-term assets | 862 | |||||||
Adhesives, Sealants and Additives | Newark, CA | ||||||||
Operations Optimization Costs | ||||||||
Exit costs related to facilities | 0 | $ 147 | $ 977 | |||||
Adhesives, Sealants and Additives | Houston, TX | ||||||||
Operations Optimization Costs | ||||||||
Loss on impairment/write-off of long-term assets | $ 331 | $ 331 |
Valuation and Qualifying Acco_3
Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2023 | Aug. 31, 2022 | Aug. 31, 2021 | |
Changes in valuation allowances and reserves | |||
Current year sales returns | $ 1,300 | ||
Opening balance adjustment | 90 | ||
Accounts receivable reserve | |||
Changes in valuation allowances and reserves | |||
Balance at Beginning of Year | 610 | $ 451 | $ 438 |
Charges to Operations | 2,967 | 953 | 751 |
Deductions to Reserves | (2,744) | (794) | (738) |
Balance at End of Year | 833 | 610 | 451 |
Warranty reserve | |||
Changes in valuation allowances and reserves | |||
Balance at Beginning of Year | 0 | 0 | |
Balance at End of Year | $ 0 | $ 0 | $ 0 |
Subsequent Events (Details)
Subsequent Events (Details) $ / shares in Units, € in Thousands, $ in Thousands | 12 Months Ended | |||||
Sep. 01, 2022 USD ($) | Sep. 01, 2020 USD ($) | Sep. 01, 2020 EUR (€) | Aug. 31, 2023 USD ($) $ / shares | Aug. 31, 2022 USD ($) $ / shares | Aug. 31, 2021 USD ($) $ / shares | |
Subsequent Events | ||||||
Payments for acquisitions | $ 249,594 | $ 31,238 | ||||
Annual cash dividends declared per share | $ / shares | $ 1 | $ 1 | $ 0.80 | |||
Annual cash dividend declared | $ 9,500 | $ 9,460 | $ 7,557 | |||
ABchime | ||||||
Subsequent Events | ||||||
Payments for acquisitions | $ 22,241 | € 18,654 | (22,241) | |||
NuCera Solutions | ||||||
Subsequent Events | ||||||
Purchase price | $ 250,000 | |||||
Payments for acquisitions | $ 249,594 | |||||
Acquisition transaction costs | $ 4,000 | 29 | ||||
Long-term line of credit, noncurrent | $ 180,000 |