SEC Info - Chase Corp. - ‘8-K/A’ for 9/1/22

Chase Corp. – ‘8-K/A’ for 9/1/22 – ‘EX-99.5’

Chase Corp. – ‘8-K/A’ for 9/1/22 – ‘EX-99.5’

On: Thursday, 11/17/22, at 5:10pm ET · For: 9/1/22 · Accession #: 1558370-22-18047 · File #: 1-09852

Amendment to Current Report — Form 8-K

Filing Table of Contents

‘EX-99.5’ — Miscellaneous Exhibit

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Dates Referenced Herein and Documents Incorporated by Reference

1 Previous Filing that this Filing References

On: Thursday, 11/17/22, at 5:10pm ET · For: 9/1/22 · Accession #: 1558370-22-18047 · File #: 1-09852

Previous ‘8-K’: ‘8-K’ on / for 11/10/22 · Next: ‘8-K’ on 11/21/22 for 11/16/22 · Latest: ‘8-K’ on / for 11/15/23 · 1 Reference: To: Chase Corp. – ‘8-K’ on 9/6/22 for 9/1/22

Amendment to Current Report — Form 8-KFiling Table of Contents

‘EX-99.5’ — Miscellaneous Exhibit

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

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Amendment to Current Report — Form 8-K

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/17/22  Chase Corp.                       8-K/A:2,9   9/01/22   14:1.5M                                   Toppan Merrill Bridge/FA

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 2: EX-99.2     Miscellaneous Exhibit                               HTML      7K 
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Exhibit 99.5

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA

On September 1, 2022, Chase Corporation (“Chase” or the “Company”) completed the previously announced acquisition (the “Acquisition”) of NuCera Solutions, pursuant to which Chase purchased all of the outstanding capital stock of NuCera Holdings Inc. (“NuCera”). The Acquisition was made pursuant to a Stock Purchase Agreement (the “Purchase Agreement”), dated July 15, 2022, by and among Chase, NuCera, and NuCera Solutions Holdco LP, as seller.

The unaudited pro forma combined financial information has been derived from:

●

the audited consolidated financial statements and related notes of Chase as of and for the year ended August 31, 2022, as included in Chase’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on November 10, 2022;

●

the audited combined consolidated financial statements and related notes of NuCera as of and for the year ended December 31, 2021, included as Exhibit 99.3 to the Form 8-K/A to which this unaudited pro forma financial information is attached; and

●

the interim unaudited condensed combined consolidated financial statements and related notes of NuCera as of and for the six months ended June 30, 2022, included as Exhibit 99.4 to the Form 8-K/A to which this unaudited pro forma financial information is attached.

The unaudited pro forma condensed combined financial information herein presents the combined historical financial position and results of operations of Chase and NuCera after giving effect to the transaction based on the assumptions, reclassifications and adjustments described in the accompanying notes to the unaudited pro forma financial information. The unaudited pro forma condensed combined balance sheet gives effect to the Acquisition as if it had been consummated on August 31, 2022. The unaudited pro forma condensed combined statement of operations gives effect to the Acquisition as if it had been consummated at September 1, 2021.

Chase’s fiscal year ends on August 31, while the fiscal year of NuCera ends on December 31. The unaudited pro forma condensed combined statement of operations combines the consolidated condensed statement of operations of Chase for the fiscal year ended August 31, 2022 with the unaudited statement of operations of NuCera for the twelve months ended June 30, 2022. The unaudited pro forma condensed combined balance sheet combines the consolidated condensed balance sheet of Chase as of August 31, 2022 with the unaudited balance sheet of NuCera as of June 30, 2022.

The unaudited pro forma condensed combined financial information should be read in conjunction with the historical financial statements of Chase and NuCera as well as the accompanying notes to the unaudited pro forma condensed combined financial information.

The pro forma adjustments are based on available information and certain assumptions that management believes are reasonable. The unaudited pro forma condensed combined financial information is provided for illustrative purposes only and does not purport to represent Chase’s actual consolidated financial position or results of operations had the Acquisition been completed as of the dates presented, nor should it be considered indicative of Chase’s future consolidated financial position or results of operations.

The unaudited pro forma condensed combined financial information does not reflect any cost savings, operating synergies or revenue enhancements that the combined entity may achieve as a result of the acquisition or the costs necessary to achieve any such cost savings, operating synergies or revenue enhancements.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

In thousands, except share and per share amounts



	August 31,		June 30,						August 31,
	2022		2022						2022
	Chase		NuCera		Transaction Accounting		Note		Pro Forma
	(Audited)		(Unaudited)		Adjustments		Reference		Combined
ASSETS
Current Assets
Cash and cash equivalents	$	315,495	$	1,901	$	(249,610)		(A)	$	67,786
Accounts receivable, net		51,540		13,728		—				65,268
Inventory		63,039		15,600		2,242		(B)		80,881
Prepaid expenses and other current assets		4,374		1,907		(726)		(C)		5,555
Prepaid income taxes and refunds due		2,329		—		—				2,329
Total current assets		436,777		33,136		(248,094)				221,819

Property, plant and equipment, net		24,248		28,865		9,661		(D)		62,774

Other Assets
Goodwill		95,160		1,096		75,412		(E)		171,668
Intangible assets, net		33,661		6,809		141,212		(F)		181,682
Cash surrender value of life insurance		4,450		—		—				4,450
Restricted investments		2,367		—		—				2,367
Deferred income taxes		5,763		242		(242)		(G)		5,763
Operating lease right-of-use assets		8,596		676		—				9,272
Other assets		558		216		3,803		(H)		4,577
Total assets	$	611,580	$	71,040	$	(18,248)			$	664,372

LIABILITIES AND EQUITY
Current Liabilities
Accounts payable	$	20,122	$	5,024	$	—			$	25,146
Accrued expenses		14,652		4,547		—				19,199
Income taxes payable		554		313		—				867
Short-term debt		—		6,105		(6,105)		(I)		—
Total current liabilities		35,328		15,989		(6,105)				45,212

Long-term debt		180,000		45,431		(45,431)		(J)		180,000
Operating lease long-term liabilities		6,618		558		—				7,176
Deferred compensation		2,375		—		—				2,375
Accumulated pension obligation		7,431		—		—				7,431
Other liabilities		2,897		—		3,803		(H)		6,700
Deferred income taxes		2,282		1,239		37,209		(K)		40,730
Accrued income taxes		1,820		—		99		(L)		1,919
Total liabilities	$	238,751	$	63,217	$	(10,425)			$	291,543

Equity
Preferred Stock		—		—		—				—
Common stock		947		—		—				947
Additional paid-in capital		21,409		—		—				21,409
Accumulated other comprehensive loss		(20,367)		—		—				(20,367)
Retained earnings		370,840		—						370,840
NuCera Holdings Inc. stockholder's equity		—		7,823		(7,823)		(M)		—
Total equity		372,829		7,823		(7,823)				372,829
Total liabilities and equity	$	611,580	$	71,040	$	(18,248)			$	664,372

See accompanying notes to unaudited pro forma condensed combined financial statements.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

In thousands, except share and per share amounts


	Twelve Months Ended								Twelve Months Ended
	August 31,		June 30,						August 31,
	2022		2022						2022
	Chase		NuCera		Transaction Accounting		Note		Pro Forma
	(Audited)		(Unaudited)		Adjustments		Reference		Combined

Revenue
Sales	$	322,462	$	87,968	$	—			$	410,430
Royalties and commissions		3,198		—		—				3,198
		325,660		87,968		—				413,628
Costs and Expenses
Cost of products and services sold		202,708		59,825		—				262,533
Selling, general and administrative expenses		54,438		11,128		13,135		(A)		78,701
Research and products development costs		4,415		1,882		—				6,297
Operations optimization costs		842		—		—				842
Acquisition-related costs		4,000		—		—				4,000
Loss on contingent consideration		432		—		—				432
Insurance proceeds		—		(3,995)		—				(3,995)
Purchase accounting adjustments		—		—		2,975		(B)		2,975

Operating income		58,825		19,128		(16,110)				61,843

Interest expense		(425)		(2,826)		(7,212)		(C)		(10,463)
Other income (expense)		198		308		—				506

Income before income taxes		58,598		16,610		(23,322)				51,886

Income taxes expense (benefit)		13,927		2,673		(5,606)		(D)		10,994


Net income	$	44,671	$	13,937	$	(17,716)			$	40,892


Net income available to common shareholders, per common and common equivalent share

Basic	$	4.72							$	4.32

Diluted	$	4.70							$	4.31

Weighted average shares outstanding
Basic		9,399,085								9,399,085
Diluted		9,434,341								9,434,341

Annual cash dividend per share	$	1.00							$	1.00

See accompanying notes to unaudited pro forma condensed combined financial statements.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Note 1 — Basis of Presentation

The unaudited pro forma condensed combined financial information and related notes have been prepared in accordance with Article 11 of Regulation S-X as amended and are based on historical consolidated financial statements of Chase and the historical combined financial statements of NuCera as adjusted to give effect to the Acquisition. The unaudited pro forma condensed combined balance sheet gives effect to the Acquisition as if it had been consummated on August 31, 2022. The unaudited pro forma condensed combined statement of operations gives effect to the Acquisition as if it had been consummated at September 1, 2021.

The unaudited pro forma condensed combined financial information has been prepared using the acquisition method of accounting in accordance with Accounting Standards Codification Topic 805, Business Combinations, (“ASC 805”). For purposes of the unaudited pro forma condensed combined balance sheet, the purchase price consideration has been allocated to the assets acquired and liabilities assumed of NuCera based upon preliminary estimate of their fair values as of the acquisition date. Accordingly, the purchase price allocation and related adjustments reflected in the unaudited pro forma condensed combined financial information are preliminary and subject to revision as further analyses are completed and additional information becomes available. The purchase price consideration as well as the estimated fair values of the assets acquired and liabilities assumed will be finalized as soon as practicable, but no later than one year from the closing of the Acquisition.

Management believes that the assumptions used provide a reasonable basis for presenting the significant effects of the Acquisition, and that the pro forma adjustments in the unaudited pro forma condensed financial information give appropriate effect to those assumptions.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (Continued)

In thousands, except share and per share amounts

Note 2 — Preliminary Purchase Price Allocation

The following table summarizes the components of the preliminary estimated purchase price and related allocation as of the Acquisition date (in thousands):


Preliminary Purchase Price Allocation	Amount
Cash consideration	$	249,610
Total fair value of consideration transferred		249,610

Assets acquired:
Cash and cash equivalents	$	498
Accounts receivable		10,475
Inventory		17,109
Prepaid and other current assets		1,401
Property, plant & equipment		38,332
Operating lease right-of-use assets		653
Goodwill		80,454
Intangible assets		148,021
Other assets		4,014
Total assets acquired		300,957

Liabilities assumed:
Accounts payable	$	4,333
Accrued liabilities		2,654
Operating lease liabilities		730
Income taxes payable		1,280
Other liabilities		3,803
Deferred tax liabilities		38,448
Accrued Income Taxes		99
Total liabilities assumed		51,347
Net Assets acquired	$	249,610

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (Continued)

Note 3 — Transaction Accounting Adjustments

The following describes the transaction accounting adjustments related to the Acquisition that are necessary to account for the adjustment and have been included in the unaudited pro forma condensed combined financial information. The pro forma adjustments are based on preliminary estimates and valuations that could change significantly as additional information is obtained.

Balance Sheet Adjustments

A.	Represents the cash consideration transferred at the closing of the Acquisition.

B.	Represents the adjustments to reflect the preliminary fair value of inventory acquired.

C.	Represents the adjustment to write-off NuCera deferred financing expense.

D.	Represents the adjustments to reflect the preliminary fair value of property and equipment acquired, consisting of the following (in thousands):

E.	Represents the preliminary fair value of goodwill acquired, consisting of the following (in thousands):

F.	Represents the preliminary fair value of intangible assets acquired, consisting of the following (in thousands):


	Preliminary Estimated Amount		Preliminary Estimated Useful Life
Increase in intangibles assets from purchase accounting:
Backlog		2,821		3 Months
Trade Name		6,100		10 Years
Developed Technology		13,400		10 Years
Customer Relationships		125,700		15 Years
Less: historical intangible assets of NuCera		(6,809)
Transaction accounting adjustment	$	141,212

G.	Represents the write-off of NuCera deferred tax asset.

H.	Represents the preliminary tax receivable and tax liability recorded as part of the Acquisition.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (Continued)

I.	Represents the repayment of NuCera short-term debt at the closing of the Acquisition.

J.	Represents the repayment of NuCera long-term debt at the closing of the Acquisition.

K.	Represents the write-off of NuCera deferred tax liability and recording of the new deferred tax liability as a result of purchase accounting, consisting of the following (in thousands):

L.	Represents the assumed tax liability as a result of purchase accounting.

M.	Represents the NuCera equity write-off as part of purchase accounting.

Statement of Operations Adjustments

A.	Represents amortization of the new intangible assets acquired by Chase adjusted by the old amortization recorded by NuCera and adjustment for additional compensation to retain key employees, consisting of the following (in thousands):

B.	Represents the adjustment for the inventory step-up and property plant, and equipment (“PP&E”) step-up recorded as part of the acquisition to record inventory at fair value.

C.	Represents the adjustment to record the Chase interest expense adjusted by the NuCera interest expense, consisting of the following (in thousands):

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (Continued)

D.	Represents the adjustment to record the tax impact of the pro forma adjustments using the statutory rate, consisting of the following (in thousands):

This ‘8-K/A’ Filing	Date	Other Filings

Filed on:	11/17/22	4
	11/10/22	10-K, 4, 8-K
For Period end:	9/1/22	4, 8-K
	8/31/22	10-K, 4
	7/15/22	8-K
	6/30/22
	12/31/21	SD
	9/1/21	4
		List all Filings

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 9/06/22  Chase Corp.                       8-K:2,7,9   9/01/22   11:186K                                   Toppan Merrill Bridge/FA

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Filing Submission 0001558370-22-018047 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Preliminary Fair Value

Total preliminary fair value of acquired property and equipment

Less: historical property and equipment of NuCera

Transaction accounting adjustment