UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549


FORM 8-K

Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):
November 16, 2005


NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)

Delaware

 

1-11038

 

41-0857886

(State or Other Jurisdiction of Incorporation)

 

(Commission File Number)

 

(I.R.S. Employer Identification Number)


6680 N. Highway 49
Lino Lakes, MN 55014

 

55014

(Address of Principal Executive Offices)

 

(Zip Code)

(651) 784-1250
(Registrant’s Telephone Number, Including Area Code)

N/A
(Former Name or Former Address, If Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o

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

 

 

o

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

 

 

o

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

 

 

o

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




Section 2 – Financial Information

Item 2.02. Results of Operations and Financial Condition.

          On November 16, 2005, Northern Technologies International Corporation publicly announced, among other things, its results of operations for the fiscal year ended August 31, 2005.  For further information, please refer to the press release attached hereto as Exhibit 99.1, which is incorporated by reference herein.

          The information contained in this report and the exhibit hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be incorporated by reference into any filings made by Northern Technologies International Corporation under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

Section 9 – Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

          (c)   Exhibits.

 

Exhibit
No.

 

Description

 


 


 

99.1

 

Press Release issued November 16, 2005


SIGNATURE

          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 hereunto duly authorized.

 

NORTHERN TECHNOLOGIES

 

INTERNATIONAL CORPORATION

 

 

 

 

By:   

Message

 


 

Matthew C. Wolsfeld

 

Chief Financial Officer

Dated:   November 16, 2005


NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION

FORM 8-K

Exhibit Index

Exhibit
No.

 

Description

 

Method of Filing


 


 


99.1

 

Press Release issued November 16, 2005

 

Filed herewith

FOR IMMEDIATE RELEASE

NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION
ANNOUNCES FISCAL YEAR 2005 RESULTS

LINO LAKES, Minnesota, November 16, 2005 - Northern Technologies International Corporation (AMEX: NTI) announced today its operating results for its fiscal year ended August 31, 2005.

NTIC’s North American net sales increased 6.3% during fiscal 2005 as compared to fiscal 2004 primarily as a result of the increase in net sales of React-NTI to its existing customers in North America.   

Total net sales of all of the Company’s joint ventures increased 29.6% to $57,167,054 during fiscal 2005 as compared to $44,121,671 during fiscal 2004.  Additionally, the Company recognized increased fee income for such technical and support services in fiscal 2005 as compared to fiscal 2004 as a result of the increase in total net sales of the joint ventures. 

The Company’s working capital was $2,697,693 at August 31, 2005, including $327,458 in cash and cash equivalents. 

The Company elected not to pay a dividend in fiscal 2006 in order to preserve cash and make investments in future operations. 

About Northern Technologies International Corporation

NTIC offers expert technical service in corrosion management and unique technically superior products that prevent corrosion. The products and services primarily include proprietary volatile corrosion inhibiting products and packaging, sold under the brand name ZERUST®. NTIC provides rust and corrosion protection products and custom packaging systems for avionics, automotive, electronics, electrical, mechanical, and military applications.  Additionally, NTIC offers direct on-site technical support on rust and corrosion issues in 46 countries, and operates a marketing, distribution, and technical network through 29 joint ventures in Asia, Europe, and South America. 


NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION AND SUBSIDIARY

 

 

2005

 

2004

 

 

 



 



 

 

 

 

 

(Restated)

 

NORTH AMERICAN OPERATIONS:

 

 

 

 

 

 

 

Net sales

 

$

14,816,672

 

$

13,942,271

 

Cost of sales

 

 

8,967,155

 

 

7,801,807

 

 

 



 



 

Gross profit

 

 

5,849,517

 

 

6,140,464

 

Operating expense

 

 

5,839,069

 

 

6,201,976

 

NORTH AMERICAN OPERATING INCOME (LOSS)

 

 

10,448

 

 

(61,512

)

INCOME FROM ALL CORPORATE JOINT VENTURES AND HOLDING COMPANIES

 

 

1,128,315

 

 

1,103,749

 

INTEREST INCOME

 

 

96,282

 

 

63,734

 

INTEREST EXPENSE

 

 

(36,090

)

 

—  

 

MINORITY INTEREST

 

 

10,326

 

 

119,344

 

 

 



 



 

INCOME BEFORE INCOME TAX (BENEFIT) EXPENSE

 

 

1,209,281

 

 

1,225,315

 

INCOME TAX EXPENSE (BENEFIT)

 

 

16,000

 

 

189,000

 

 

 



 



 

NET  INCOME

 

$

1,193,281

 

$

1,036,315

 

NET INCOME PER COMMON SHARE:

 

$

0.33

 

$

0.29

 

WEIGHTED AVERAGE COMMON SHARES ASSUMED OUTSTANDING:

 

 

 

 

 

 

 

Basic

 

 

3,584,085

 

 

3,610,949

 

 

 



 



 

Composite financial information from the audited and unaudited financial statements of NTIC’s joint ventures carried on the equity basis is summarized as follows:

 

 

August 31,
2005

 

August 31,
2004

 

 

 



 



 

Current assets

 

$

22,949,103

 

$

19,560,576

 

Total assets

 

 

30,345,208

 

 

25,726,996

 

Current liabilities

 

 

11,263,369

 

 

7,332,920

 

Noncurrent liabilities

 

 

2,273,927

 

 

2,393,543

 

Joint ventures’ equity

 

 

16,806,617

 

 

16,000,580

 

Northern Technologies International Corporation’s share of Corporate Joint Ventures’ equity

 

$

8,622,361

 

$

7,343,932

 


 

 

August 31,
2005

 

August 31,
2004

 

 

 



 



 

Net sales

 

$

57,167,054

 

$

44,121,671

 

Gross profit

 

 

26,503,607

 

 

21,298,915

 

Net income

 

 

3,714,290

 

 

2,958,018

 

Northern Technologies International Corporation’s share of equity in income of Corporate Joint Ventures

 

$

1,968,777

 

$

1,521,074

 

For more information, please contact:

Matthew Wolsfeld, CFO, Northern Technologies International Corporation, (651) 784-1250