UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________

 

FORM 10-Q

(Mark one)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended February 28, 2019

 

or

 

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ________________ to __________________

 

Commission File Number: 001-11038

____________________

 

NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware (State or other jurisdiction of incorporation or organization)	41-0857886 (I.R.S. Employer Identification No.)
4201 Woodland Road P.O. Box 69 Circle Pines, Minnesota 55014 (Address of principal executive offices) (Zip Code)

(763) 225-6600
(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [X] NO [  ]

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). YES [X] NO [  ]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer [  ]	Accelerated filer [X]
Non-accelerated filer [  ]	Smaller reporting company [X] Emerging growth company [  ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES [  ] NO [X]

 

As of April 8, 2019, there were 4,537,408 shares outstanding of the registrant’s common stock.

 

 

 

NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION

FORM 10-Q

February 28, 2019

 

TABLE OF CONTENTS

Description		Page
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements	1
	Consolidated Balance Sheets as of February 28, 2019 (unaudited) and August 31, 2018	1
	Consolidated Statements of Operations (unaudited) for the Three and Six Months Ended February 28, 2019 and 2018	2
	Consolidated Statements of Comprehensive Income (unaudited) for the Three and Six Months Ended February 28, 2019 and 2018	3
	Consolidated Statements of Equity (unaudited) for the Three and Six Months Ended February 28, 2019 and 2018	4
	Consolidated Statements of Cash Flows (unaudited) for the Six Months Ended February 28, 2019 and 2018	5
	Notes to Consolidated Financial Statements (unaudited)	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	35
Item 4.	Controls and Procedures	35
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	37
Item 1a.	Risk Factors	37
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	37
Item 3.	Defaults Upon Senior Securities	38
Item 4.	Mine Safety Disclosures	38
Item 5.	Other Information	38
Item 6.	Exhibits	38
SIGNATURES		39

 

_________________

 

This quarterly report on Form 10-Q contains certain forward-looking statements that are within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbor created by those sections. For more information, see “Part I. Financial Information – Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations – Forward-Looking Statements.”

 

_________________

 

As used in this report, references to “NTIC,” the “Company,” “we,” “our,” or “us,” unless the context otherwise requires, refer to Northern Technologies International Corporation and its wholly-owned and majority-owned subsidiaries, all of which are consolidated on NTIC’s consolidated financial statements.

 

As used in this report, references to: (1) “NTIC China” refer to NTIC’s wholly-owned subsidiary in China, NTIC (Shanghai) Co., Ltd.; (2) “NTI Europe” refer to NTIC’s wholly-owned subsidiary in Germany, NTIC Europe GmbH; (3) “Zerust Mexico” refer to NTIC’s wholly-owned subsidiary in Mexico, ZERUST-EXCOR MEXICO, S. de R.L. de C.V; (4) “Zerust Brazil” refer to NTIC’s majority-owned Brazilian subsidiary, Zerust Prevenção de Corrosão S.A.; (5) “Natur-Tec India” refer to NTIC’s majority-owned subsidiary in India, Natur-Tec India Private Limited; and (6) “NTI Asean” refer to NTIC’s majority-owned holding company subsidiary, NTI Asean LLC, which is a holding company that holds investments in seven entities that operate in the Association of Southeast Asian Nations (ASEAN) region, including the following countries: Indonesia, South Korea, Malaysia, Philippines, Singapore, Taiwan, and Thailand.

 

NTIC’s consolidated financial statements do not include the accounts of any of its joint ventures. Except as otherwise indicated, references in this report to NTIC’s joint ventures do not include any of NTIC’s wholly-owned or majority-owned subsidiaries.

 

As used in this report, references to “EXCOR” refer to NTIC’s joint venture in Germany, Excor Korrosionsschutz – Technologien und Produkte GmbH.

 

As used in this report, references to “Tianjin Zerust” refer to NTIC’s former joint venture in China, Tianjin-Zerust Anticorrosion Co., Ltd.

 

All trademarks, trade names, or service marks referred to in this report are the property of their respective owners.

 

 

 

 

 

 

 

 

 

PART I - FINANCIAL INFORMATION

 

ITEM 1.

FINANCIAL STATEMENTS

 

NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS AS OF FEBRUARY 28, 2019 (UNAUDITED)

AND AUGUST 31, 2018 (AUDITED)

 

 

See notes to consolidated financial statements.

 

NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED FEBRUARY 28, 2019 AND 2018 

 

 

See notes to consolidated financial statements.

 

NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED FEBRUARY 28, 2019 AND 2018

 

 

 

See notes to consolidated financial statements.

 

 

 

 

 

 

 

 

 

 

NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY (UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED FEBRUARY 28, 2019 AND 2018

 

 

 

 

See notes to consolidated financial statements.

 

 

NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE SIX MONTHS ENDED FEBRUARY 28, 2019 AND 2018

 

See notes to consolidated financial statements.

 

NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

This Management’s Discussion and Analysis provides material historical and prospective disclosures intended to enable investors and other users to assess NTIC’s financial condition and results of operations. Statements that are not historical are forward-looking and involve risks and uncertainties discussed under the heading “Part I. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Forward-Looking Statements” in this report and under “Part 1. Item 1A. Risk Factors” in our annual report on Form 10-K for the fiscal year ended August 31, 2018. The following discussion of the results of the operations and financial condition of NTIC should be read in conjunction with NTIC’s consolidated financial statements and the related notes thereto included under the heading “Part I. Item 1. Financial Statements.”

 

Business Overview

 

NTIC develops and markets proprietary, environmentally-beneficial products and services in over 60 countries either directly or via a network of subsidiaries, joint ventures, independent distributors, and agents. NTIC’s primary business is corrosion prevention marketed mainly under the ZERUST^® brand. NTIC has been selling its proprietary ZERUST^® products and services to the automotive, electronics, electrical, mechanical, military, and retail consumer markets for over 40 years and, in recent years, has targeted and expanded into the oil and gas industry. NTIC also markets and sells a portfolio of bio-based and certified compostable (fully biodegradable) polymer resin compounds and finished products under the Natur-Tec^® brand. These products are intended to reduce NTIC’s customers’ carbon footprint and provide environmentally sound waste disposal options.

 

NTIC’s ZERUST^® rust and corrosion inhibiting products include plastic and paper packaging, liquids, coatings, rust removers, cleaners, and diffusers as well as engineered solutions designed specifically for the oil and gas industry. NTIC also offers worldwide, on-site, technical consulting for rust and corrosion prevention issues. NTIC’s technical service consultants work directly with the end users of NTIC’s ZERUST^® rust and corrosion inhibiting products to analyze their specific needs and develop systems to meet their performance requirements. In North America, NTIC sells its ZERUST^® corrosion prevention solutions through a network of independent distributors and agents supported by a direct sales force. Internationally, NTIC sells its ZERUST^® corrosion prevention solutions through its wholly-owned subsidiary in China, NTIC (Shanghai) Co., Ltd. (NTIC China), its majority-owned joint venture holding company for NTIC’s joint venture investments in the Association of Southeast Asian Nations (ASEAN) region, NTI Asean LLC (NTI Asean), its majority-owned subsidiary in Brazil, Zerust Prevenção de Corrosão S.A. (Zerust Brazil), its wholly-owned subsidiary in Mexico, ZERUST-EXCOR MEXICO, S. de R.L. de C.V (Zerust Mexico), and joint venture arrangements in North America, Europe, and Asia. NTIC also sells products directly to its joint venture partners through its wholly-owned subsidiary in Germany, NTIC Europe GmbH (NTI Europe).

 

One of NTIC’s strategic initiatives is to expand into and penetrate other markets for its ZERUST^® corrosion prevention technologies. Consequently, for the past several years, NTIC has focused significant sales and marketing efforts on the oil and gas industry, as the infrastructure that supports that industry is typically constructed using metals that are highly susceptible to corrosion. NTIC believes that its ZERUST^® corrosion prevention solutions will minimize maintenance downtime on critical oil and gas industry infrastructure, extend the life of such infrastructure, and reduce the risk of environmental pollution due to corrosion leaks.

 

NTIC markets and sells its ZERUST^® rust and corrosion prevention solutions to customers in the oil and gas industry across several countries either directly, through its subsidiaries, or through its joint venture partners and other strategic partners. The sale of ZERUST^® corrosion prevention solutions to customers in the oil and gas industry typically involves long sales cycles, often including multi-year trial periods with each customer and a slow integration process thereafter.

 

Natur-Tec^® bio-based and compostable plastics are manufactured using NTIC’s patented and/or proprietary technologies and are intended to replace conventional petroleum-based plastics. The Natur-Tec^® biopolymer resin compound portfolio includes formulations that have been optimized for a variety of applications, including blown-film extrusion, extrusion coating, injection molding, and engineered plastics. These resin compounds are certified to be fully biodegradable in a composting environment and are currently being used to produce finished products, including can liners, shopping and grocery bags, lawn and leaf bags, pet waste collection bags, cutlery, and coated paper products. In North America, NTIC markets its Natur-Tec^® resin compounds and finished products primarily through a network of regional and national distributors as well as independent agents. NTIC continues to see significant opportunities for finished bioplastic products and, therefore, continues to strengthen and expand its North American distribution network for finished Natur-Tec^® bioplastic products. Internationally, NTIC sells its Natur-Tec^® resin compounds and finished products both directly and through its majority-owned subsidiary in India, Natur-Tec India Private Limited (Natur-Tec India), and through distributors and certain joint ventures.

 

NTIC’s Subsidiaries and Joint Venture Network

 

NTIC has ownership interests in six subsidiaries in North America, South America, Europe, and Asia. The following table sets forth a list of NTIC’s operating subsidiaries as of February 28, 2019, the country in which the subsidiary is organized, and NTIC’s ownership percentage in each subsidiary:

 

Subsidiary Name		Country		NTIC Percent (%) Ownership
NTIC (Shanghai) Co., Ltd		China		100%
NTI Asean LLC		United States		60%
Zerust Prevenção de Corrosão S.A.		Brazil		85%
ZERUST-EXCOR MEXICO, S. de R.L. de C.V		Mexico		100%
Natur-Tec India Private Limited		India		75%
NTIC Europe GmbH		Germany		100%

The results of these subsidiaries are fully consolidated in NTIC’s consolidated financial statements.

 

On September 1, 2018, the minority owner in Natur-Tec India made an additional capital contribution of INR 9,340,118 (US$ 134,034), which diluted NTIC’s ownership interest from 90% to 75%. This contribution was made with NTIC’s consent and with the intended purpose to increase the minority owner’s ownership interest accordingly.

 

NTIC participates in 20 active joint venture arrangements in North America, Europe, and Asia. Each of these joint ventures generally manufactures and markets products in the geographic territory to which it is assigned. While most of NTIC’s joint ventures exclusively sell rust and corrosion inhibiting products, some of the joint ventures also sell NTIC’s Natur-Tec® resin compounds. NTIC has historically funded its investments in joint ventures with cash generated from operations.

 

The following table sets forth a list of NTIC’s operating joint ventures as of February 28, 2019, the country in which the joint venture is organized, and NTIC’s ownership percentage in each joint venture:

 

Joint Venture Name		Country		NTIC Percent (%) Ownership
TAIYONIC LTD.		Japan		50%
ACOBAL SAS		France		50%
EXCOR KORROSIONSSCHUTZ – TECHNOLOGIEN UND PRODUKTE GMBH		Germany		50%
ZERUST AB		Sweden		50%
MOSTNIC-ZERUST		Russia		50%
ZERUST OY		Finland		50%
HARITA-NTI LTD		India		50%
ZERUST (U.K.) LTD.		United Kingdom		50%
EXCOR-ZERUST S.R.O.		Czech Republic		50%
EXCOR SP. Z.O.O.		Poland		50%
ZERUST A.Ş.		Turkey		50%
ZERUST CONSUMER PRODUCTS, LLC		United States		50%
ZERUST – DNEPR		Ukraine		50%
KOREA ZERUST CO., LTD.		South Korea(1)		30%
ZERUST-NIC (TAIWAN) CORP.		Taiwan(1)		30%
PT. CHEMINDO – NTIA		Indonesia(1)		30%
ZERUST SPECIALTY TECH CO. LTD.		Thailand(1)		30%
CHONG WAH-NTIA SDN. BHD.		Malaysia(1)		30%
NTIA ZERUST PHILIPPINES, INC.		Philippines(1)		30%
ZERUST SINGAPORE PTE. LTD		Singapore(1)(2)		60%

 

(1)	Indirect ownership interest through NTI Asean.
(2)	NTI Asean owns 100% of this joint venture.

 

NTIC receives funds from its joint ventures as fees received for services that NTIC provides and as dividend distributions. The fees for services provided to joint ventures are determined based on either a flat fee or a percentage of sales depending on local laws and tax regulations. With respect to NTIC’s joint venture in Germany (EXCOR), NTIC recognizes an agreed upon quarterly fee for services. NTIC recognizes equity income from each joint venture based on the overall profitability of the joint venture. Such profitability is subject to variability from quarter to quarter, which, in turn, subjects NTIC’s earnings to variability from quarter to quarter. The profits of each joint venture are shared by the respective joint venture owners in accordance with their respective ownership percentages. NTIC typically directly or indirectly owns 50% or less of each of its joint venture entities and, thus, does not control the decisions of these entities regarding whether to pay dividends and, if paid, what amount is paid in a given year. The payment of a dividend by an entity is determined by a joint vote of the owners and is not at the sole discretion of NTIC.

 

NTIC accounts for the investments and financial results of its joint ventures in its financial statements utilizing the equity method of accounting.

 

NTIC considers EXCOR to be individually significant to NTIC’s consolidated assets and income. Therefore, NTIC provides certain additional information regarding EXCOR in the notes to NTIC’s consolidated financial statements and in this section of this report.

 

Financial Overview

 

NTIC’s management, including its chief executive officer, who is NTIC’s chief operating decision maker, reports and manages NTIC’s operations in two reportable business segments based on products sold, customer base, and distribution center: ZERUST® products and services and Natur-Tec® products.

 

NTIC’s consolidated net sales increased 9.0% and 15.4% during the three and six months ended February 28, 2019, respectively, compared to the three and six months ended February 28, 2018. These increases were primarily a result of an increase in sales of Natur-Tec® products.

 

During the three and six months ended February 28, 2019, 68.4% and 70.0% of NTIC’s consolidated net sales, respectively, were derived from sales of ZERUST® products and services, which decreased 10.6% and 2.8% to $9,108,395 and $19,173,569, respectively, compared to $10,191,459 and $19,719,196 during the three and six months ended February 28, 2018, respectively. These decreases were due to lower sales from existing customers for existing products as a result of decreased demand. NTIC has focused its sales efforts of ZERUST® products and services by strategically targeting customers with specific corrosion issues in new market areas, including the oil and gas industry and other industrial sectors that offer sizable growth opportunities. NTIC’s consolidated net sales for the six months ended February 28, 2019, included $1,343,460 of sales made to customers in the oil and gas industry compared to $862,860 for the six months ended February 28, 2018. Overall demand for ZERUST® products and services depends heavily on the overall health of the markets in which NTIC sells its products, including the automotive, oil and gas, agriculture, and mining markets in particular.

 

During the three and six months ended February 28, 2019, 31.6% and 30.0% of NTIC’s consolidated net sales, respectively, were derived from sales of Natur-Tec® products compared to 16.6% and 17.0% during the three and six months ended February 28, 2018, respectively. Net sales of Natur-Tec® products increased 108.0% and 104.0% during the three and six months ended February 28, 2019, respectively, compared to the three and six months ended February 28, 2018, primarily due to an increase in finished product sales in North America and finished product sales at NTIC’s majority-owned subsidiary in India, Natur-Tec India Private Limited (Natur-Tec India).

 

Cost of goods sold as a percentage of net sales increased to 69.7% during the three months ended February 28, 2019, compared to 65.6% during the three months ended February 28, 2018, and increased to 68.4% during the six months ended February 28, 2019, compared to 66.9% during the prior fiscal year period primarily as a result of an increased percentage of product sales from Natur-Tec® products that have lower gross margins than NTIC’s traditional ZERUST® industrial products.

 

NTIC’s equity in income from joint ventures decreased 5.0% and increased 4.9% to $1,715,216 and $3,719,378 during the three and six months ended February 28, 2019, respectively, compared to $1,805,997 and $3,547,325 during the three and six months ended February 28, 2018, respectively. These decreases were primarily due to corresponding decreases in net sales at the joint ventures, which decreased 8.2% and 0.8% to $27,749,880 and $58,229,806 during the three and six months ended February 28, 2019, respectively, compared to $30,220,550 and $58,719,261 during the three and six months ended February 28, 2018, respectively. These decreases in net sales of NTIC’s joint ventures were primarily due to lower sales from existing customers for existing products as a result of slightly decreased demand. The decreases in net sales of NTIC’s joint ventures resulted in corresponding decreases in fees for services provided to joint ventures, as such fees are a function of net sales of NTIC’s joint ventures.

 

NTIC’s total operating expenses increased 0.5% and 5.3% to $5,396,155 and $11,575,203 during the three and six months ended February 28, 2019, respectively, compared to $5,371,598 and $10,990,023 for the three and six months ended February 28, 2018. This slight increase was primarily due to an increase in NTIC’s personnel expenses.

 

NTIC spent $927,537 and $1,799,694 during the three and six months ended February 28, 2019, compared to $922,746 and $1,721,477 during the three and six months ended February 28, 2018, respectively, in connection with its research and development activities. NTIC anticipates that it will spend a total of between $3,400,000 and $3,600,000 in fiscal 2019 on research and development activities.

 

Net income attributable to NTIC increased to $1,401,568, or $0.30 per diluted common share, for the three months ended February 28, 2019, compared to $1,332,847, or $0.29 per diluted common share, for the three months ended February 28, 2018, an increase of $68,721, or $0.01 per diluted share. Net income attributable to NTIC increased to $2,898,627, or $0.61 per diluted common share, for the six months ended February 28, 2019, compared to $2,416,473, or $0.52 per diluted common share, for the six months ended February 28, 2018, an increase of $482,154, or $0.09 per diluted share. These increases were primarily the result of the increase in gross profit and joint venture operations during the current fiscal year periods compared to the prior fiscal year periods and the $700,000 one-time provisional adjustment related to the Tax Reform Act during the prior fiscal year periods, partially offset by the increase in operating expenses.

 

NTIC anticipates that its quarterly net income or loss will continue to remain subject to significant volatility primarily due to the financial performance of its subsidiaries and joint ventures, sales of its ZERUST® products and services into the oil and gas industry, and sales of its Natur-Tec® bioplastics products, which fluctuate more on a quarterly basis than the traditional ZERUST® business.

 

NTIC’s working capital, defined as current assets less current liabilities, was $24,180,032 at February 28, 2019, including $4,936,377 in cash and cash equivalents and $1,227,268 in available for sale securities, compared to $22,837,591 at August 31, 2018, including $4,163,023 in cash and cash equivalents and $3,300,110 in available for sale securities.

 

On January 23, 2019, the Company’s Board of Directors declared a cash dividend of $0.12 per share of NTIC’s common stock, payable on February 22, 2019, to stockholders of record on February 6, 2019. On October 24, 2018, the Company’s Board of Directors declared a cash dividend of $0.12 per share of NTIC’s common stock, payable on November 21, 2018, to stockholders of record on November 7, 2018. During fiscal 2018, the Company’s Board of Directors declared quarterly cash dividends of $0.10 per share. Although NTIC’s Board of Directors intends to continue to declare regular quarterly cash dividends, the declaration of future dividends is not guaranteed and will be determined by NTIC’s Board of Directors in light of conditions then existing, including NTIC’s earnings, financial condition, cash requirements, restrictions in financing agreements, business conditions, and other factors.

 

Results of Operations

 

The following table sets forth NTIC’s results of operations for the three and six months ended February 28, 2019 and 2018.

 

		Three Months Ended
		February 28, 2019				% of Net Sales				February 28, 2018				% of Net Sales				$ Change				% Change
Net sales, excluding joint ventures		$	12,606,449				94.7	%		$	11,399,853				93.3	%		$	1,206,596				10.6	%
Net sales, to joint ventures			708,955				5.3	%			814,122				6.7	%			(105,167	)			(12.9	)%
Cost of goods sold			9,284,099				69.7	%			8,012,836				65.6	%			1,271,263				15.9	%
Equity in income from joint ventures			1,715,216				12.9	%			1,805,997				14.8	%			(90,781	)			(5.0	)%
Fees for services provided to joint ventures			1,436,774				10.8	%			1,608,890				13.2	%			(172,116	)			(10.7	)%
Selling expenses			2,505,081				18.8	%			2,643,636				21.6	%			(138,555	)			(5.2	)%
General and administrative expenses			1,963,537				14.7	%			1,805,216				14.8	%			158,321				8.8	%
Research and development expenses			927,537				7.0	%			922,746				7.6	%			4,791				0.5	%

 

		Six Months Ended
		February 28, 2019				% of Net Sales				February 28, 2018				% of Net Sales				$ Change				% Change
Net sales, excluding joint ventures		$	26,217,314				95.7	%		$	22,435,260				94.4	%		$	3,782,054				16.9	%
Net sales, to joint ventures			1,192,142				4.3	%			1,321,753				5.6	%			(129,611	)			(9.8	)%
Cost of goods sold			18,745,236				68.4	%			15,901,306				66.9	%			2,843,930				17.9	%
Equity in income from joint ventures			3,719,378				13.6	%			3,547,325				14.9	%			172,053				4.9	%
Fees for services provided to joint ventures			2,865,209				10.5	%			3,116,032				13.1	%			(250,823	)			(8.0	)%
Selling expenses			5,316,175				19.4	%			5,243,585				22.1	%			72,590				1.4	%
General and administrative expenses			4,459,334				16.3	%			4,024,961				16.9	%			434,373				10.8	%
Research and development expenses			1,799,694				6.6	%			1,721,477				7.2	%			78,217				4.5	%

 

Net Sales. NTIC’s consolidated net sales increased 9.0% and 15.4% to $13,315,404 and $27,409,456 during the three and six months ended February 28, 2019, respectively, compared to the three and six months ended February 28, 2018. NTIC’s consolidated net sales to unaffiliated customers excluding NTIC’s joint ventures increased 10.6% and 16.9% to $12,606,449 and $26,217,314 during the three and six months ended February 28, 2019, respectively, compared to the same respective periods in fiscal 2018. These increases were primarily a result of an increase in sales of Natur-Tec® products. Net sales to joint ventures decreased 12.9% and 9.8% to $708,955 and $1,192,142, respectively, during the three and six months ended February 28, 2019, compared to the same respective periods in fiscal 2018. These decreases were primarily a result of decreased demand.

 

The following table sets forth NTIC’s net sales by product segment for the six months ended February 28, 2019 and 2018 by segment:

 

		Three Months Ended								Six Months Ended
		February 28, 2019				February 28, 2018				February 28, 2019				February 28, 2018
Total ZERUST® sales		$	9,108,395			$	10,191,459			$	19,173,569			$	19,719,196
Total Natur-Tec® sales			4,207,009				2,022,516				8,235,887				4,037,817
Total net sales		$	13,315,404			$	12,213,975			$	27,409,456			$	23,757,013

 

During the three and six months ended February 28, 2019, 68.4% and 70.0% of NTIC’s consolidated net sales, respectively, were derived from sales of ZERUST^® products and services, which decreased 10.6% and 2.8% to $9,108,395 and $19,173,569 during the three and six months ended February 28, 2019, respectively, compared to $10,191,459 and $19,719,196 during the three and six months ended February 28, 2018, respectively. NTIC has strategically focused its sales efforts for ZERUST^® products and services on customers with sizeable corrosion problems in industry sectors that offer sizable growth opportunities, including the oil and gas sector. Overall, demand for ZERUST^® products and services depends heavily on the overall health of the market segments to which NTIC sells its products, including the automotive, oil and gas, agriculture, and mining markets in particular.

 

The following table sets forth NTIC’s net sales of ZERUST^® products for the three and six months ended February 28, 2019 and 2018:

 

		Three Months Ended
		February 28, 2019				February 28, 2018				$ Change				% Change
ZERUST® industrial net sales		$	8,042,154			$	8,798,319			$	(756,165	)			(8.6	)%
ZERUST® joint venture net sales			708,954				814,122				(105,168	)			(12.9	)%
ZERUST® oil & gas net sales			357,287				579,018				(221,731	)			(38.3	)%
Total ZERUST® net sales		$	9,108,395			$	10,191,459			$	(1,083,064	)			(10.6	)%

 

		Six Months Ended
		February 28, 2019				February 28, 2018				$ Change				% Change
ZERUST® industrial net sales		$	16,637,968			$	17,534,583			$	(896,615	)			(5.1	)%
ZERUST® joint venture net sales			1,192,141				1,321,753				(129,612	)			(9.8	)%
ZERUST® oil & gas net sales			1,343,460				862,860				480,600				55.7	%
Total ZERUST® net sales		$	19,173,569			$	19,719,196			$	(545,627	)			(2.8	)%

 

NTIC’s total ZERUST® net sales decreased during the three months and six months ended February 28, 2019, compared to the prior fiscal year periods, primarily due to an overall decreased demand for ZERUST® industrial products and services in North America and China, partially offset by increased demand for ZERUST® oil and gas products and services. NTIC anticipates that its sales of ZERUST® products and services into the oil and gas industry will continue to remain subject to significant volatility from quarter to quarter as sales are recognized, specifically due to the volatility of oil prices. Demand for oil and gas products around the world depends primarily on market acceptance and the reach of NTIC’s distribution network. Because of the typical size of individual orders and overall size of NTIC’s net sales derived from sales of oil and gas products, the timing of one or more orders can materially affect NTIC’s quarterly sales compared to prior fiscal year quarters.

 

During the three and six months ended February 28, 2019, 31.6 % and 30.0% of NTIC’s consolidated net sales, respectively, were derived from sales of Natur-Tec® products, which increased 108.0% and 104.0% to $4,207,009 and $8,235,887 during the three and six months ended February 28, 2019, respectively, compared to the three and six months ended February 28, 2018. These increases were primarily due to an increase in finished product sales in North America and finished product sales at NTIC’s majority-owned subsidiary in India, Natur-Tec India Private Limited (Natur-Tec India).

 

Cost of Goods Sold. Cost of goods sold increased 15.9% and 17.9% for the three and six months ended February 28, 2019, respectively, compared to the three and six months ended February 28, 2018. Cost of goods sold as a percentage of net sales increased to 69.7% during the three months ended February 28, 2019, compared to 65.6% during the three months ended February 28, 2018, and increased to 68.4% during the six months ended February 28, 2019, compared to 66.9% during the six months ended February 28, 2018. These increases were due primarily to an increased percentage of product sales from Natur-Tec® products that have lower gross margins than NTIC’s traditional ZERUST® industrial products.

 

Equity in Income from Joint Ventures. NTIC’s equity in income from joint ventures decreased 5.0% to $1,715,216 and increased 4.9% to $3,719,378 during the three and six months ended February 28, 2019, respectively, compared to $1,805,997 and $3,547,325 during the three and six months ended February 28, 2018, respectively. These changes were primarily a result of changing profitability of the joint ventures during the respective periods that fluctuate based on net sales. Of the total equity in income from joint ventures, NTIC had equity in income from joint ventures of $2,740,907 attributable to EXCOR during the six months ended February 28, 2019, compared to $2,580,571 during the six months ended February 28, 2018. NTIC had equity in income of all other joint ventures of $978,471 during the six months ended February 28, 2019, compared to $966,754 during the six months ended February 28, 2018.

 

Fees for Services Provided to Joint Ventures. NTIC recognized fee income for services provided to joint ventures of $1,436,774 and $2,865,209 during the three and six months ended February 28, 2019, respectively, compared to $1,608,890 and $3,116,032 during the three and six months ended February 28, 2018, respectively, representing decreases of 10.7% and 8.0%, respectively. Fee income for services provided to joint ventures is traditionally a function of the sales made by NTIC’s joint ventures. Total net sales of NTIC’s joint ventures decreased to $27,749,880 and $58,229,806 during the three and six months ended February 28, 2019, respectively, compared to $30,220,550 and $58,719,261 during the three and six months ended February 28, 2018, respectively, representing decreases of 8.2% and 0.8%, respectively. Net sales of NTIC’s joint ventures are not included in NTIC’s consolidated financial statements. Of the total fee income for services provided to joint ventures, fees of $430,328 were attributable to EXCOR during the six months ended February 28, 2019, compared to $456,574 attributable to EXCOR during the six months ended February 28, 2018.

 

Selling Expenses. NTIC’s selling expenses decreased 5.2% and increased 1.4% for the three and six months ended February 28, 2019, respectively, compared to the same respective periods in fiscal 2018 due primarily to increases in operating expenses associated with ZERUST® sales efforts, consisting primarily of selling and personnel expenses. Selling expenses as a percentage of net sales decreased to 18.8% and 19.4% for the three and six months ended February 28, 2019, respectively, from 21.6% and 22.1% for the three and six months ended February 28, 2018, respectively, primarily due to the increase in net sales, as previously described.

 

General and Administrative Expenses. NTIC’s general and administrative expenses increased 8.8% and 10.8% for the three and six months ended February 28, 2019, respectively, compared to the same respective periods in fiscal 2018 primarily due to increased personnel costs. As a percentage of net sales, general and administrative expenses decreased slightly to 14.7% and 16.3% for the three and six months ended February 28, 2019, respectively, from 14.8% and 16.9% for the same respective periods in fiscal 2018, respectively. The decreases in general and administrative expenses as a percentage of net sales for the three and six-month comparisons were primarily due to the increase in net sales, as previously described.

 

Research and Development Expenses. NTIC’s research and development expenses increased 0.5% and 4.5% for the three and six months ended February 28, 2019, respectively, compared to the same respective periods in fiscal 2018 primarily due to increases in research and development efforts.

 

Interest Income. NTIC’s interest income decreased to $15,122 and $27,909 during the three and six months ended February 28, 2019, respectively, compared to $24,883 and $48,939 during the three and six months ended February 28, 2018, respectively, due to changing levels of invested cash.

 

Interest Expense. NTIC’s interest expense decreased to $3,835 and $6,192 during the three and six months ended February 28, 2019, respectively, compared to $5,779 and $10,868 during the three and six months ended February 28, 2018, respectively.

 

Income Before Income Tax Expense. NTIC incurred income before income tax expense equal to $1,798,427 and $3,695,321 for the three and six months ended February 28, 2019, respectively, compared to $2,263,532 and $3,567,112 for the three and six months ended February 28, 2018, respectively.

 

Income Tax Expense. Income tax expense was $246,371 and $502,074 for the three and six months ended February 28, 2019, respectively, compared to income tax expense of $841,909 and $946,900 during the three and six months ended February 28, 2018, respectively. Income tax expense was calculated based on management’s estimate of NTIC’s annual effective income tax rate.

 

The effective tax rate for the three and six months ended February 28, 2019 was 13.7% and 13.6%, respectively, compared to 37.2% and 26.5% for the three and six months ended February 28, 2018, respectively. These decreases were primarily due to one-time provisional adjustments related to the Tax Reform Act during the prior fiscal year periods. The Tax Reform Act, among other things, reduced the U.S. federal corporate tax rate from 35% to 21% effective January 1, 2018, generally eliminated U.S. federal income taxes on dividends received from foreign subsidiaries and joint ventures after December 31, 2017, and imposed a one-time deemed repatriation tax on certain unremitted earnings of foreign subsidiaries and joint ventures. As a result of the change in the tax law, a one-time non-cash tax provisional charge of $700,000 related to the re-measurement of deferred tax assets and liabilities was recorded in the three months ended February 28, 2018. The impact of this non-cash tax charge increased NTIC’s effective rate by approximately 30.3% for the three months ended February 28, 2018.

 

NTIC considers the earnings of certain foreign joint ventures to be indefinitely invested outside the United States on the bases of estimates that NTIC’s future domestic cash generation will be sufficient to meet future domestic cash needs. As a result, U.S. income and foreign withholding taxes have not been recognized on the cumulative undistributed earnings of $22,389,278 and $20,921,783 at February 28, 2019, and August 31, 2018, respectively. To the extent undistributed earnings of NTIC’s joint ventures are distributed in the future, they are not expected to result in any material additional income tax liability after the application of foreign tax credits.

 

Net Income Attributable to NTIC. Net income attributable to NTIC increased $68,721 to $1,401,568, or $0.30 per diluted common share, for the three months ended February 28, 2019, compared to $1,332,847, or $0.29 per diluted common share, for the three months ended February 28, 2018. Net income attributable to NTIC increased $482,154 to $2,898,627, or $0.61 per diluted common share, for the six months ended February 28, 2019, compared to $2,416,473, or $0.52 per diluted common share, for the six months ended February 28, 2018. These increases were primarily the result of the significant impact of the $700,000 one-time provisional adjustment related to the Tax Reform Act during the prior fiscal year periods, partially offset by the increases in operating expenses. The increase for the six-month comparison is also due to the increase in gross profit during the current fiscal year period compared to the prior fiscal year period.

 

Other Comprehensive Income - Foreign Currency Translations Adjustment. The changes in the foreign currency translations adjustment were due to the fluctuations of the U.S. dollar compared to the Euro and other foreign currencies during the three and six months ended February 28, 2019 compared to the same period in fiscal 2018.

 

Liquidity and Capital Resources

 

Sources of Cash and Working Capital. NTIC’s working capital, defined as current assets less current liabilities, was $24,180,032 at February 28, 2019, including $4,936,377 in cash and cash equivalents and $1,227,268 in available for sale securities, compared to $22,837,591 at August 31, 2018, including $4,163,023 in cash and cash equivalents and $3,300,110 in available for sale securities.

 

As of February 28, 2019, NTIC had a revolving line of credit with PNC Bank of $3,000,000 with no amounts outstanding. At the option of the Company, outstanding advances under the line of credit bear interest at either (a) an annual rate based on LIBOR plus 2.15% for the applicable LIBOR interest period selected by the Company or (b) at the rate publicly announced by PNC Bank from time to time as its prime rate. On November 30, 2018, the Company and PNC Bank extended the maturity date of the line of credit from January 7, 2019, to January 7, 2020. All other terms of the line of credit and the loan agreement and other documents evidencing the line of credit remain the same. It is anticipated that, as historically has been the practice, the line of credit will be renewed each year for one additional year for the immediate foreseeable future.

 

The line of credit is evidenced by an amended and restated committed line of credit note in the principal amount of up to $3,000,000. The line of credit has a $1,200,000 standby letter of credit sub-facility, with any standby letters of credit issued thereunder being at the sole discretion of PNC Bank. Any lines of credit issued by PNC Bank would decrease the availability under the revolving line of credit.

 

The line of credit is subject to standard covenants, including affirmative financial covenants, such as the maintenance of a minimum fixed charge coverage ratio, and negative covenants, which, among other things, limit the incurrence of additional indebtedness, loans and equity investments, disposition of assets, mergers and consolidations, and other matters customarily restricted in such agreements. Under the loan agreement, NTIC is subject to a minimum fixed charge coverage ratio of 1.10:1.00. As of February 28, 2019, NTIC was in compliance with all debt covenants.

 

NTIC believes that a combination of its existing cash and cash equivalents, available for sale securities, forecasted cash flows from future operations, anticipated distributions of earnings, anticipated fees to NTIC for services provided to its joint ventures, and funds available through existing or anticipated financing arrangements will be adequate to fund its existing operations, investments in new or existing joint ventures or subsidiaries, capital expenditures, debt repayments, cash dividends, and any stock repurchases for at least the next 12 months. During the remainder of fiscal 2019, NTIC expects to continue to invest in NTIC China, research and development, and in marketing efforts and resources for the application of its corrosion prevention technology in the oil and gas industry and its Natur-Tec® bio-plastics business, although the amounts of these various investments are not known at this time. In order to take advantage of such new product and market opportunities to expand its business and increase its revenues, NTIC may decide to finance such opportunities by borrowing under its revolving line of credit or raising additional financing through the issuance of debt or equity securities. There is no assurance that any financing transaction will be available on terms acceptable to NTIC, or at all, or that any financing transaction will not be dilutive to NTIC’s current stockholders.

 

NTIC traditionally has used the cash generated from its operations, distributions of earnings from joint ventures, and fees for services provided to its joint ventures to fund NTIC’s new technology investments and capital contributions to new and existing subsidiaries and joint ventures. NTIC’s joint ventures traditionally have operated with little or no debt and have been self-financed with minimal initial capital investment and minimal additional capital investment from their respective owners. Therefore, NTIC believes there is limited exposure by NTIC’s joint ventures that could materially impact their respective operations and/or liquidity.

 

Uses of Cash and Cash Flows. Net cash provided by operating activities during the six months ended February 28, 2019 was $262,153, which resulted principally from NTIC’s net income, depreciation, amortization, and an increase in accounts payable and accounts receivable, partially offset by NTIC’s equity in income from joint ventures, an increase in inventory, a decrease in accrued liabilities, and an increase in income tax receivable. Net cash used in operating activities during the six months ended February 28, 2018, was $516,199, which resulted principally from NTIC’s equity in income from joint ventures, an increase in inventory and increases in trade receivables (excluding joint ventures), accrued liabilities, and income tax payable, partially offset by NTIC’s net income, depreciation, amortization, and an increase in accounts payable.

 

NTIC’s cash flows from operations are impacted by significant changes in certain components of NTIC’s working capital, including inventory turnover and changes in receivables. NTIC considers internal and external factors when assessing the use of its available working capital, specifically when determining inventory levels and credit terms of customers. Key internal factors include existing inventory levels, stock reorder points, customer forecasts, and customer requested payment terms. Key external factors include the availability of primary raw materials and sub-contractor production lead times. NTIC’s typical contractual terms for trade receivables, excluding joint ventures, are traditionally 30 days and 90 days for trade receivables from its joint ventures. Before extending unsecured credit to customers, excluding NTIC’s joint ventures, NTIC reviews customers’ credit histories and will establish an allowance for uncollectible accounts based upon factors surrounding the credit risk of specific customers and other information. Accounts receivable over 30 days are considered past due for most customers. NTIC does not accrue interest on past due accounts receivable. If accounts receivables in excess of the provided allowance are determined uncollectible, they are charged to selling expense in the period that the determination is made. Accounts receivable are deemed uncollectible based on NTIC exhausting reasonable efforts to collect. NTIC’s typical contractual terms for receivables for services provided to its joint ventures are 90 days. NTIC records receivables for services provided to its joint ventures on an accrual basis, unless circumstances exist that make the collection of the balance uncertain, in which case the fee income will be recorded on a cash basis until there is consistency in payments. This determination is handled on a case by case basis.

 

NTIC experienced a decrease in trade receivables and increase in inventory as of February 28, 2019, compared to August 31, 2018. Trade receivables, excluding joint ventures, as of February 28, 2019, decreased $590,383 compared to August 31, 2018, primarily related to the timing of collections and the increase in sales.

 

Outstanding trade receivables, excluding joint ventures balances as of February 28, 2019, increased 2 days to an average of 67 days from balances outstanding from these customers as of August 31, 2018.

 

Outstanding trade receivables from joint ventures as of February 28, 2019, decreased $82,157 compared to August 31, 2018, primarily due to the timing of payments. Outstanding balances from trade receivables from joint ventures decreased an average of 13 days from an average of 99 days from balances outstanding from these customers compared to August 31, 2018. The average days outstanding of trade receivables from joint ventures as of February 28, 2019, were primarily due to the receivable balances at NTIC’s joint ventures in South Korea, Germany and Thailand.

 

Outstanding receivables for services provided to joint ventures as of February 28, 2019, decreased $18,762 compared to August 31, 2018, and the average days to pay increased an average of 2 days to an average of 84 days compared to August 31, 2018.

 

Net cash provided by investing activities for the six months ended February 28, 2019, was $1,575,542, which was primarily the result of proceeds from the sale of available for sale securities, partially offset by additions to property and equipment, and additions to patents. Net cash provided by investing activities for the six months ended February 28, 2018, was $246,587, which was primarily the result of proceeds from the sale of available for sale securities, partially offset by additions to property and equipment, and additions to patents.

 

Net cash used in financing activities for the six months ended February 28, 2019 was $1,138,409, which resulted from dividends paid on NTIC common stock and a dividend paid to a non-controlling interest, partially offset by an investment by a non-controlling interest and proceeds from NTIC’s employee stock purchase plan. Net cash used in financing activities for the six months ended February 28, 2018, was $1,079,396, which resulted from dividends paid on NTIC common stock and a dividend paid to a non-controlling interest, partially offset by proceeds from stock option exercises and purchases under NTIC’s employee stock purchase plan.

 

Share Repurchase Plan. On January 15, 2015, NTIC’s Board of Directors authorized the repurchase of up to $3,000,000 in shares of NTIC common stock through open market purchases or unsolicited or solicited privately negotiated transactions. This program has no expiration date but may be terminated by NTIC’s Board of Directors at any time. No repurchases occurred during the six months ended February 28, 2019. As of February 28, 2019, up to $2,640,548 in shares of NTIC common stock remained available for repurchase under NTIC’s stock repurchase program.

 

Cash Dividends. On January 23, 2019, the Company’s Board of Directors declared a cash dividend of $0.12 per share of NTIC’s common stock, payable on February 22, 2019, to stockholders of record on February 6, 2019. This was an increase compared to the $0.10 per share of NTIC’s common stock declared and paid during the quarter ended February 28, 2018. Although NTIC’s Board of Directors intends to declare regular quarterly cash dividends going forward, the declaration of future dividends is not guaranteed and will be determined by NTIC’s Board of Directors in light of conditions then existing, including NTIC’s earnings, financial condition, cash requirements, restrictions in financing agreements, business conditions, and other factors.

 

Capital Expenditures and Commitments. NTIC spent $439,899 on capital expenditures during the six months ended February 28, 2019, which related primarily to the purchase of new equipment. NTIC expects to spend an aggregate of approximately $600,000 to $900,000 on capital expenditures during fiscal 2019, which it expects will relate primarily to the purchase of new equipment.

 

Contractual Obligations

 

There has been no material change to NTIC’s contractual obligations as provided in “Part II. Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations—Contractual Obligations,” included in NTIC’s annual report on Form 10-K for the fiscal year ended August 31, 2018.

 

Off-Balance Sheet Arrangements

 

NTIC does not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet financial arrangements. As such, NTIC is not materially exposed to any financing, liquidity, market, or credit risk that could arise if NTIC had engaged in such arrangements.

 

Inflation and Seasonality

 

Inflation in the United States and abroad historically has had little effect on NTIC. Although NTIC’s business historically has not been seasonal, NTIC believes there is now some seasonality in its business. NTIC believes its net sales in the second fiscal quarter were adversely affected by the long Chinese New Year, the North American holiday season, and overall less corrosion taking place at lower winter temperatures worldwide.

 

Market Risk

 

NTIC is exposed to some market risk stemming from changes in foreign currency exchange rates, commodity prices, and interest rates.

 

Because the functional currency of NTIC’s foreign operations and investments in its foreign joint ventures is the applicable local currency, NTIC is exposed to foreign currency exchange rate risk arising from transactions in the normal course of business. NTIC’s principal exchange rate exposure is with the Euro, the Japanese Yen, Indian Rupee, Chinese Renminbi, South Korean Won, and the English Pound against the U.S. Dollar. NTIC’s fees for services provided to joint ventures and dividend distributions from these foreign entities are paid in foreign currencies, and, thus, fluctuations in foreign currency exchange rates could result in declines in NTIC’s reported net income. Since NTIC’s investments in its joint ventures are accounted for using the equity method, any changes in foreign currency exchange rates would be reflected as a foreign currency translation adjustment and would not change NTIC’s equity in income from joint ventures reflected in its consolidated statements of operations. NTIC does not hedge against its foreign currency exchange rate risk.

 

Some raw materials used in NTIC’s products are exposed to commodity price changes. The primary commodity price exposures are with a variety of plastic resins.

 

At the option of NTIC, outstanding advances under NTIC’s $3,000,000 revolving line of credit with PNC Bank bear interest at either (a) an annual rate based on LIBOR plus 2.15% for the applicable LIBOR interest period selected by NTIC or (b) at the rate publicly announced by PNC Bank from time to time as its prime rate, and thus may subject NTIC to some market risk on interest rates. As of February 28, 2019, NTIC had no borrowings under the line of credit.

 

Critical Accounting Policies and Estimates

 

There have been no material changes to NTIC’s critical accounting policies and estimates from the information provided in “Part II. Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies” included in NTIC’s annual report on Form 10-K for the fiscal year ended August 31, 2018, other than as a result of NTIC’s adoption of ASC 606.

 

Recent Accounting Pronouncements

 

See Note 2 to NTIC’s consolidated financial statements for a discussion of recent accounting pronouncements.

 

Forward-Looking Statements

 

This quarterly report on Form 10-Q contains not only historical information, but also forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are subject to the safe harbor created by those sections. In addition, NTIC or others on NTIC’s behalf may make forward-looking statements from time to time in oral presentations, including telephone conferences and/or web casts open to the public, in press releases or reports, on NTIC’s Internet web site, or otherwise. All statements other than statements of historical facts included in this report or expressed by NTIC orally from time to time that address activities, events, or developments that NTIC expects, believes, or anticipates will or may occur in the future are forward-looking statements, including, in particular, the statements about NTIC’s plans, objectives, strategies, and prospects regarding, among other things, NTIC’s financial condition, results of operations and business, the outcome of contingencies, such as legal proceedings and the effect of the liquidation of Tianjin Zerust, and the operations of NTIC China. NTIC has identified some of these forward-looking statements in this report with words like “believe,” “can,” “may,” “could,” “would,” “might,” “forecast,” “possible,” “potential,” “project,” “will,” “should,” “expect,” “intend,” “plan,” “predict,” “anticipate,” “estimate,” “approximate,” “outlook,” or “continue” or the negative of these words or other words and terms of similar meaning. The use of future dates is also an indication of a forward-looking statement. Forward-looking statements may be contained in the notes to NTIC’s consolidated financial statements and elsewhere in this report, including under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

 

Forward-looking statements are based on current expectations about future events affecting NTIC and are subject to uncertainties and factors that affect all businesses operating in a global market as well as matters specific to NTIC. These uncertainties and factors are difficult to predict, and many of them are beyond NTIC’s control. The following are some of the uncertainties and factors known to us that could cause NTIC’s actual results to differ materially from what NTIC has anticipated in its forward-looking statements:

 

·

The effect of current worldwide economic conditions and any turmoil and disruption in the global credit and financial markets on NTIC’s business;

 

·

Variability in NTIC’s sales of ZERUST® products and services to the oil and gas industry and Natur-Tec® products and NTIC’s equity income of joint ventures, which variability in sales and equity in income from joint venture, in turn, subject NTIC’s earnings to quarterly fluctuations;

 

·

Risks associated with NTIC’s international operations and exposure to fluctuations in foreign currency exchange rates and import duties, taxes, and tariffs;

 

·

The effect of United Kingdom’s process to exit the European Union on NTIC’s operating results, including in particular future net sales of NTIC’s European and other joint ventures;

 

·

The effect of the health of the U.S. automotive industry on NTIC’s business;

 

·

NTIC’s dependence on the success of its joint ventures and fees and dividend distributions that NTIC receives from them;

 

·

NTIC’s relationships with its joint ventures and its ability to maintain those relationships, especially in light of anticipated succession planning issues;

 

·

Fluctuations in the cost and availability of raw materials, including resins and other commodities;

 

·

The success of and risks associated with NTIC’s emerging new businesses and products and services, including in particular NTIC’s ability and the ability of NTIC’s joint ventures to sell ZERUST® products and services to the oil and gas industry and Natur-Tec® products and the often lengthy and extensive sales process involved in selling such products and services;

 

·

NTIC’s ability to introduce new products and services that respond to changing market conditions and customer demand;

 

·

Market acceptance of NTIC’s existing and new products, especially in light of existing and new competitive products;

 

·

Maturation of certain existing markets for NTIC’s ZERUST® products and services and NTIC’s ability to grow market share and succeed in penetrating other existing and new markets;

 

·

Increased competition, especially with respect to NTIC’s ZERUST® products and services, and the effect of such competition on NTIC’s and its joint ventures’ pricing, net sales, and margins;

 

·

NTIC’s reliance upon and its relationships with its distributors, independent sales representatives, and joint ventures;

 

·

NTIC’s reliance upon suppliers;

 

·

Oil prices, which may affect sales of NTIC’s ZERUST® products and services to the oil and gas industry;

 

·

NTIC’s operations in China, and the risks associated therewith, the termination of the joint venture agreements with Tianjin Zerust, and the anticipated liquidation of Tianjin Zerust and the effect of all these events on NTIC’s business and future operating results;

 

·

The costs and effects of complying with laws and regulations and changes in tax, fiscal, government, and other regulatory policies, including rules relating to environmental, health, and safety matters;

 

·

Unforeseen product quality or other problems in the development, production, and usage of new and existing products;

 

·

Unforeseen production expenses incurred in connection with new customers and new products;

 

·

Loss of or changes in executive management or key employees;

 

·

Ability of management to manage around unplanned events;

 

·

Pending and future litigation;

 

·

NTIC’s reliance on its intellectual property rights and the absence of infringement of the intellectual property rights of others;

 

·

NTIC’s ability to maintain effective internal control over financial reporting, especially in light of its joint venture arrangements;

 

·

Changes in applicable laws or regulations and NTIC’s failure to comply with applicable laws, rules, and regulations;

 

·

Changes in generally accepted accounting principles and the effect of new accounting pronouncements;

 

·

Fluctuations in NTIC’s effective tax rate, including from the Tax Cuts and Jobs Act;

 

·

The effect of extreme weather conditions on NTIC’s operating results; and

 

·

NTIC’s reliance upon its management information systems.

 

For more information regarding these and other uncertainties and factors that could cause NTIC’s actual results to differ materially from what NTIC has anticipated in its forward-looking statements or otherwise could materially adversely affect its business, financial condition, or operating results, see NTIC’s annual report on Form 10-K for the fiscal year ended August 31, 2018, under the heading “Part I. Item 1A. Risk Factors.”

 

All forward-looking statements included in this report are expressly qualified in their entirety by the foregoing cautionary statements. NTIC wishes to caution readers not to place undue reliance on any forward-looking statement that speaks only as of the date made and to recognize that forward-looking statements are predictions of future results, which may not occur as anticipated. Actual results could differ materially from those anticipated in the forward-looking statements and from historical results due to the uncertainties and factors described above and others that NTIC may consider immaterial or does not anticipate at this time. Although NTIC believes that the expectations reflected in its forward-looking statements are reasonable, NTIC does not know whether its expectations will prove correct. NTIC’s expectations reflected in its forward-looking statements can be affected by inaccurate assumptions NTIC might make or by known or unknown uncertainties and factors, including those described above. The risks and uncertainties described above are not exclusive, and further information concerning NTIC and its business, including factors that potentially could materially affect its financial results or condition, may emerge from time to time. NTIC assumes no obligation to update, amend, or clarify forward-looking statements to reflect actual results or changes in factors or assumptions affecting such forward-looking statements. NTIC advises you, however, to consult any further disclosures NTIC makes on related subjects in its annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K that NTIC files with or furnishes to the Securities and Exchange Commission.

 

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

NTIC is exposed to some market risk stemming from changes in foreign currency exchange rates, commodity prices, and interest rates.

 

Because the functional currency of NTIC’s foreign operations and investments in its foreign joint ventures is the applicable local currency, NTIC is exposed to foreign currency exchange rate risk arising from transactions in the normal course of business. NTIC’s principal exchange rate exposure is with the Euro, the Japanese Yen, the Indian Rupee, the Chinese Renminbi, the South Korean Won, and the English Pound against the U.S. Dollar. NTIC’s fees for services provided to joint ventures and dividend distributions from these foreign entities are paid in foreign currencies, and, thus, fluctuations in foreign currency exchange rates could result in declines in NTIC’s reported net income. Since NTIC’s investments in its joint ventures are accounted for using the equity method, any changes in foreign currency exchange rates would be reflected as a foreign currency translation adjustment and would not change NTIC’s equity in income from joint ventures reflected in its consolidated statements of operations. NTIC does not hedge against its foreign currency exchange rate risk.

 

Some raw materials used in NTIC’s products are exposed to commodity price changes. The primary commodity price exposures are with a variety of plastic resins.

 

At the option of NTIC, outstanding advances under NTIC’s $3,000,000 revolving line of credit with PNC Bank bear interest at either (a) an annual rate based on LIBOR plus 2.15% for the applicable LIBOR interest period selected by NTIC or (b) at the rate publicly announced by PNC Bank from time to time as its prime rate and, thus, may subject NTIC to some market risk on interest rates. As of February 28, 2019, NTIC had no borrowings under the line of credit.

 

ITEM 4.

CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

NTIC maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) that are designed to provide reasonable assurance that information required to be disclosed by NTIC in the reports it files or submits under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to NTIC’s management, including NTIC’s principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. NTIC’s management evaluated, with the participation of its Chief Executive Officer and its Chief Financial Officer, the effectiveness of the design and operation of NTIC’s disclosure controls and procedures as of the end of the period covered in this report. Based on that evaluation, NTIC’s Chief Executive Officer and Chief Financial Officer concluded that NTIC’s disclosure controls and procedures were effective as of the end of such period to provide reasonable assurance that information required to be disclosed in the reports that NTIC files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to NTIC’s management, including NTIC’s Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

 

Changes in Internal Control over Financial Reporting

 

Except for the implementation of certain internal controls related to the adoption of the new revenue recognition standard (ASC 606) during the quarter ended November 30, 2018, there were no changes in NTIC’s internal financial control over financial reporting that occurred during the quarter ended February 28, 2019, that have materially affected or are reasonably likely to materially affect the Company’s control over financial reporting.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PART II - OTHER INFORMATION

 

ITEM 1.

LEGAL PROCEEDINGS

 

On March 23, 2015, NTIC and NTI Asean LLC (NTI Asean) filed a lawsuit in Tianjin No 1 Intermediate People’s Court against two individuals, Tao Meng and Xu Hui, related to breaches of duties and contractual commitments owed to NTI Asean under certain agreements related to NTIC’s former joint venture in China, Tianjin Zerust Anti-Corrosion Technologies Ltd. (Tianjin Zerust). The lawsuit alleges, among other things, that Mr. Tao Meng and Xu Hui have engaged in self-dealing, usurped business opportunities, and received economic benefits that were required to go to Tianjin Zerust. As of February 28, 2019, NTIC is not able to reasonably estimate the amount of any recovery to NTI Asean, if any.

 

ITEM 1A.

RISK FACTORS

 

This Item 1A is inapplicable to NTIC as a smaller reporting company.

 

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

Recent Sales of Unregistered Equity Securities

 

During the three months ended February 28, 2019, NTIC did not issue any shares of its common stock or other equity securities of NTIC that were not registered under the Securities Act of 1933, as amended.

 

Issuer Purchases of Equity Securities

 

The following table shows NTIC’s second quarter of fiscal 2019 stock repurchase activity.

 

Period	Total Number of Shares (or Units) Purchased	Average Price Paid Per Share (or Unit)	Total Number of Shares (or Units) Purchased As Part of Publicly Announced Plans or Programs	Maximum Number of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs
December 1, 2018, through December 31, 2018	0	$0	0	(1)
January 1, 2019, through January 31, 2019	0	$0	0	(1)
February 1, 2019, through February 28, 2019	0	$0	0	(1)
Total	0	$0	0	(1)(2)

 

(1)

On January 15, 2015, NTIC’s Board of Directors authorized the repurchase of up to $3,000,000 in shares of NTIC common stock through open market purchases or unsolicited or solicited privately negotiated transactions. This program has no expiration date but may be terminated by NTIC’s Board of Directors at any time.

 

(2)

As of February 28, 2019, up to $2,640,548 in shares of NTIC common stock remained available for repurchase under NTIC’s stock repurchase program.

 

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

 

Not applicable.

 

ITEM 4.

MINE SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5.

OTHER INFORMATION

 

Not applicable.

 

ITEM 6.

EXHIBITS

 

The following exhibits are being filed or furnished with this quarterly report on Form 10-Q:

 

Exhibit No.		Description		Method of Filing
3.1		Certificate of Validation of the Certificate of Amendment to Restated Certificate of Incorporation of Northern Technologies International Corporation dated January 18, 2019		Incorporated by reference to Exhibit 3.1 to NTIC’s Current Report on Form 8-K dated January 18, 2019 (File No. 001-11038)
10.1		Northern Technologies International Corporation 2019 Stock Incentive Plan		Incorporated by reference to Exhibit 10.1 to NTIC’s Current Report on Form 8-K dated January 18, 2019 (File No. 001-11038)
10.2		Form of Incentive Stock Option Agreement for Northern Technologies International Corporation 2019 Stock Incentive Plan		Incorporated by reference to Exhibit 10.2 to NTIC’s Current Report on Form 8-K dated January 18, 2019 (File No. 001-11038)
10.3		Form of Non-Statutory Stock Option Agreement for Northern Technologies International Corporation 2019 Stock Incentive Plan		Incorporated by reference to Exhibit 10.3 to NTIC’s Current Report on Form 8-K dated January 18, 2019 (File No. 001-11038)
31.1		Certification of Chief Executive Officer Pursuant to Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002		Filed herewith
31.2		Certification of Chief Financial Officer Pursuant to Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002		Filed herewith
32.1		Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002		Furnished herewith
32.2		Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002		Furnished herewith
101		The following materials from NTIC’s Quarterly Report on Form 10-Q for the fiscal quarter ended February 28, 2019, formatted in XBRL (Extensible Business Reporting Language): (i) the unaudited Consolidated Balance Sheets, (ii) the unaudited Consolidated Statements of Operations, (iii) the unaudited Consolidated Statements of Comprehensive Income, (iv) the unaudited Consolidated Statements of Equity, (v) the unaudited Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements		Filed herewith

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION

 

Date: April 8, 2019		Matthew C. Wolsfeld, CPA
		Chief Financial Officer
		(Principal Financial and Accounting Officer and
		Duly Authorized to Sign on Behalf of the Registrant)

 

 

 

 

 

 

 

 

 

 

 

 

39

 

Exhibit 31.1

 

CERTIFICATION PURSUANT TO SECTION 302(a) OF
THE SARBANES-OXLEY ACT OF 2002

 

I, G. Patrick Lynch, certify that:

 

1.

I have reviewed this quarterly report on Form 10-Q of Northern Technologies International Corporation;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a)       Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)       Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)       Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d)       Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a)       All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b)       Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

 

Date: April 8, 2019
		G. Patrick Lynch
		President and Chief Executive Officer
		(principal executive officer)

 

 

Exhibit 31.2

 

CERTIFICATION PURSUANT TO SECTION 302(a) OF
THE SARBANES-OXLEY ACT OF 2002

 

I, Matthew C. Wolsfeld, certify that:

 

1.

I have reviewed this quarterly report on Form 10-Q of Northern Technologies International Corporation;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a)       Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)       Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)       Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d)       Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a)       All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b)       Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: April 8, 2019		Matthew C. Wolsfeld, CPA
		Chief Financial Officer and Corporate Secretary
		(principal financial officer)

 

 

 

Exhibit 32.1

 

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of Northern Technologies International Corporation (the “Company”) on Form 10-Q for the period ended February 28, 2019, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, G. Patrick Lynch, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:

 

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

G. Patrick. Lynch President and Chief Executive Officer (principal executive officer)

 

Circle Pines, Minnesota

April 8, 2019

 

Exhibit 32.2

 

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of Northern Technologies International Corporation (the “Company”) on Form 10-Q for the period ended February 28, 2019, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Matthew C. Wolsfeld, Chief Financial Officer and Corporate Secretary of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:

 

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Matthew C. Wolsfeld, CPA Chief Financial Officer and Corporate Secretary (principal financial officer and principal accounting officer)

 

Circle Pines, Minnesota

April 8, 2019