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) April 11, 2013
Northern Technologies International Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 001-11038 | 41-0857886 |
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| 4201 Woodland Road P.O. Box 69 Circle Pines, Minnesota |
55014 |
| (Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code: (763) 225-6600
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:
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02. Results of Operations and Financial Condition.
On April 11, 2013, Northern Technologies International Corporation publicly announced its results of operations for the first quarter ended November 30, 2012. 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.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Description
99.1
Press Release issued April 11, 2013
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
(Registrant) |
||
| April 11, 2013
(Date) |
/s/ MATTHEW C. WOLSFELD
Matthew C. Wolsfeld Chief Financial Officer |
NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION
FORM 8-K
Exhibit Index
|
Exhibit No. |
Description |
Method of Filing |
|
99.1 |
Press Release issued April 11, 2013 |
Furnished herewith |
EXHIBIT 99.1
Northern Technologies International Corporation Reports Increased Sales for Second Quarter Fiscal 2013
MINNEAPOLIS, April 11, 2013 (GLOBE NEWSWIRE) -- Northern Technologies International Corporation (Nasdaq:NTIC) today reported its financial results for second quarter of fiscal 2013. Highlights of NTIC's financial and operating results include:
-
NTIC's consolidated net sales increased 5.5% and 7.5% during the three and six months ended February 28, 2013, respectively, compared to the three and six months ended February 29, 2012. These increases were primarily a result of increased demand and sales of Natur-Tec® products and ZERUST® rust and corrosion inhibiting packaging products and services.
-
Net sales of Natur-Tec® products increased 32.8% and 31.8% during the three and six months ended February 28, 2013 compared to the three and six months ended February 29, 2012. These increases were due to increased sales to Natur-Tec® distributors in the United States.
- Net income attributable to NTIC decreased 28.3%, to $434,410, or $0.10 per diluted common share, for the three months ended February 28, 2013 compared to $606,193, or $0.14 per diluted common share, for the three months ended February 29, 2012. Net income attributable to NTIC decreased 47.3%, to $824,032, or $0.18 per diluted common share, for the six months ended February 28, 2013 compared to $1,564,950, or $0.35 per diluted common share, for the six months ended February 29, 2012. These decreases were primarily the result of increases in operating expenses and income tax expense.
"In the second quarter of fiscal 2013, NTIC continued to enjoy top-line sales growth, as we expanded our supply to several large new customers in both our ZERUST® Industrial as well as our Natur-Tec® businesses. In direct correlation to this sales growth, however, we continued to incur start-up costs as we fully ramped up production on a broad range of new products. This, along with higher income tax expenses, adversely impacted our earnings. We believe, however, that we should start to see the bottom-line benefit of these new business opportunities on next quarter's bottom line," said G. Patrick Lynch, President and Chief Executive Officer of NTIC. "Overall revenues from our international joint venture operations continued to remain stagnant," continued Lynch, "with the Euro zone's economic slowdown and political instability threatening Asia."
During the three and six months ended February 28, 2013, 89.8% and 90.2% of NTIC's consolidated net sales, respectively, were derived from sales of ZERUST® products and services, which increased 3.1% and 5.3% to $4,710,412 and $9,505,695 during the three and six months ended February 28, 2013, respectively, compared to $4,570,779 and $9,023,425 during the three and six months ended February 29, 2012, respectively, due to increased demand from existing customers and the addition of new customers. 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 three and six months ended February 28, 2013 included $579,655 and $1,131,469, respectively, of sales made by Zerust Brazil, and of those sales, $149,257 and $189,642, respectively, in sales were made to the oil and gas industry in Brazil. Overall demand for ZERUST® products and services depends heavily on the overall health of the markets in which NTIC sells its products, including in particular the automotive market.
During the three and six months ended February 28, 2013, 10.2% and 9.8%, of NTIC's consolidated net sales were derived from sales of Natur-Tec® products compared to 8.1% and 8.0% during the three and six months ended February 29, 2012, respectively. Net sales of Natur-Tec® products increased 32.8% and 31.8% during the three and six months ended February 28, 2013 compared to the three and six months ended February 29, 2012. These increases were due to increased sales to Natur-Tec® distributors in the United States.
Lynch added that, "We continue to add oil and gas industry companies to our list of customers in several countries, including the United States. However, it has come to our attention based on recent discussions with Petrobras that Petrobras intends to place a larger number of smaller orders on a quarterly basis rather than one large order with respect to our phase 3 contract. As a result, we now anticipate that the revenues from the phase 3 contract will be recognized more evenly on a quarterly basis during the remainder of fiscal 2013 and fiscal 2014 as opposed to in one large purchase order prior to the end of fiscal 2013. This adversely impacts our revenue and earnings guidance for fiscal 2013; and therefore, we have adjusted our revenue and earnings guidance accordingly."
NTIC's equity in income of joint ventures decreased 7.0% and 11.2% to $1,138,438 and $2,292,734, respectively, during the three and six months ended February 28, 2013 compared to $1,224,675 and $2,582,355 during the three and six months ended February 29, 2012, which was primarily a result of the consolidation of NTI Asean.
NTIC recognized a 36.4% and 31.9% increase in fees for services provided to joint ventures during the three and six months ended February 28, 2013 compared to the three and six months ended February 29, 2012, respectively. These increases were primarily a result of the consolidation of fees for services earned by NTI Asean which are included in the current fiscal year periods, but not in the prior fiscal year periods. Fees for services provided are a function of the net sales of NTIC's joint ventures which were $26,722,201 and $54,247,135 during the three and six months ended February 28, 2013 compared to $25,997,430 and $54,792,662 for the three and six months ended February 29, 2012. Total net sales of NTIC's joint ventures were adversely affected in part by the European economic slowdown, which NTIC believes adversely affected the net sales of NTIC's European joint ventures. Sales of NTIC's joint ventures are not included in NTIC's product sales and are not combined with NTIC's sales in NTIC's consolidated financial statements or in any description of NTIC's sales.
NTIC's total operating expenses increased 8.4%, or $561,289, to $7,279,585 during the six months ended February 28, 2013 compared to the six months ended February 29, 2012. This increase was primarily the result of increases in selling expenses, general and administrative expenses and expenses incurred in support of joint ventures, research and development expenses, and overall reflected NTIC's efforts to support its new business efforts.
Net income attributable to NTIC decreased 28.3%, to $434,410, or $0.10 per diluted common share, for the three months ended February 28, 2013 compared to $606,193, or $0.14 per diluted common share, for the three months ended February 29, 2012. Net income attributable to NTIC decreased 47.3%, to $824,032, or $0.18 per diluted common share, for the six months ended February 28, 2013 compared to $1,564,950, or $0.35 per diluted common share, for the six months ended February 29, 2012. These decreases were primarily the result of increases in operating expenses and income taxes. NTIC anticipates that its quarterly net income will remain subject to significant volatility primarily due to the financial performance of its joint ventures and sales of its ZERUST® products and services into the oil and gas industry and Natur-Tec® bioplastics products, which sales fluctuate more on a quarterly basis than the traditional ZERUST® business.
NTIC's working capital was $14,589,567 at February 28, 2013, including $4,261,145 in cash and cash equivalents compared to $10,060,081 at August 31, 2012, including $4,137,547 in cash and cash equivalents.
Outlook
NTIC previously supplied $3.1 million in ZERUST® products to Petrobras off of a Phase 2 contract, most of which was delivered in one $2.5 million order for product that Petrobras warehoused prior to utilizing the product. During first quarter of fiscal 2013, Zerust Brazil signed a Phase 3 contract with Petrobras to supply $3.7 million in ZERUST® products. Based on past orders from Petrobras, specifically from the phase 2 contract, NTIC had anticipated that Petrobras would be placing one large order associated with the phase 3 contract during the third or fourth quarters of fiscal 2013 and built this into NTIC's annual financial guidance for fiscal 2013. However, in discussing the timing and order size of the product associated with this contract, NTIC now believes that Petrobras intends to place a larger number of smaller orders on a quarterly basis rather than one large order. As a result, NTIC now anticipates that the revenues from the phase 3 contract will be recognized more evenly on a quarterly basis during the remainder of fiscal 2013 and fiscal 2014. This decreases some of the volatility in our expected revenues and earnings, however, it also adversely impacts our anticipated fiscal 2013 revenues and earnings.
As a result of this change in order size, NTIC is updating is previous guidance and now expects that its net sales will range between $24.0 million and $25.0 million, inclusive of sales made by NTIC's majority-owned subsidiary in Brazil, for the fiscal year ending August 31, 2013. Additionally, NTIC expects that its net income attributable to NTIC to range between $2.7 million and $3.0 million, or between $0.62 and $0.68 per diluted common share, for the fiscal year ending August 31, 2013.
Conference Call and Webcast
NTIC will host a conference call today at 8:00 a.m. Central Time to review its results of operations for second quarter of fiscal 2013 and its future outlook, followed by a question and answer session. The conference call will be available to interested parties through a live audio webcast available through NTIC's website at www.ntic.com or http://ir.ntic.com/events.cfm where the webcast will be archived and accessible for at least 12 months. The dial-in number for the conference call is (877) 670-9779 and the confirmation code is 14202009.
About Northern Technologies International Corporation
Northern Technologies International Corporation develops and markets proprietary environmentally beneficial products and services in over 55 countries either directly or via a network of majority-owned subsidiaries, joint ventures, independent distributors and agents. NTIC's primary business is corrosion prevention marketed primarily under the ZERUST® brand. NTIC has been selling its proprietary ZERUST® rust and corrosion inhibiting products and services to the automotive, electronics, electrical, mechanical, military and retail consumer markets, for over 35 years, and in recent years has targeted and expanded into the oil and gas industry. NTIC 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 products to analyze their specific needs and develop systems to meet their technical requirements. NTIC also markets and sells a portfolio of bio-based and biodegradable polymer resin compounds and finished products marketed under the Natur-Tec® brand.
Forward-Looking Statements
Statements contained in this press release that are not historical information are forward-looking statements as defined within the Private Securities Litigation Reform Act of 1995. Such statements include NTIC's expectations regarding its future financial performance and other statements that can be identified by words such as "believes," "anticipates," "expects," "intends," "continue," "potential," "outlook," "will," "would," "should," "guidance" or words of similar meaning, the use of future dates and any other statements that are not historical facts. Such forward-looking statements are based upon the current beliefs and expectations of NTIC's management and are inherently subject to risks and uncertainties that could cause actual results to differ materially from those projected or implied. Such potential risks and uncertainties include, but are not limited to, in no particular order: 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; risks related to the European sovereign debt crisis, economic slowdown and political unrest; risks associated with NTIC's international operations; exposure to fluctuations in foreign currency exchange rates; the health of the U.S. and worldwide economies, including in particular the U.S. automotive industry; the level of growth in NTIC's markets; NTIC's investments in research and development efforts; acceptance of existing and new products; timing of NTIC's receipt of purchase orders under supply contracts; increased competition; the costs and effects of complying with changes in tax, fiscal, government and other regulatory policies, including rules relating to environmental, health and safety matters; and NTIC's reliance on its intellectual property rights and the absence of infringement of the intellectual property rights of others. More detailed information on these and additional factors which could affect NTIC's operating and financial results is described in the company's filings with the Securities and Exchange Commission, including its most recent annual report on Form 10-K and subsequent quarterly reports on Form 10-Q. NTIC urges all interested parties to read these reports to gain a better understanding of the many business and other risks that the company faces. Additionally, NTIC undertakes no obligation to publicly release the results of any revisions to these forward-looking statements, which may be made to reflect events or circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events.
| NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION AND SUBSIDIARIES | ||
| CONSOLIDATED BALANCE SHEETS AS OF FEBRUARY 28, 2013 (UNAUDITED) | ||
| AND AUGUST 31, 2012 (AUDITED) | ||
| February 28, 2013 | August 31, 2012 | |
| ASSETS | ||
| CURRENT ASSETS: | ||
| Cash and cash equivalents | $4,261,145 | $4,137,547 |
| Receivables: | ||
| Trade excluding joint ventures, less allowance for doubtful accounts of $20,000 at February 28, 2013 and August 31, 2012 | 2,752,750 | 2,516,961 |
| Trade joint ventures | 982,009 | 734,543 |
| Fees for services provided to joint ventures | 2,437,920 | 1,316,933 |
| Income taxes | 109,677 | 58,129 |
| Inventories | 5,153,531 | 4,151,197 |
| Prepaid expenses | 640,286 | 548,331 |
| Deferred income taxes | 596,085 | 596,085 |
| Total current assets | 16,933,403 | 14,059,726 |
| PROPERTY AND EQUIPMENT, NET | 4,182,735 | 4,288,618 |
| OTHER ASSETS: | ||
| Investments in joint ventures | 22,189,562 | 21,461,492 |
| Deferred income taxes | 1,030,610 | 1,030,610 |
| Patents and trademarks, net | 1,027,097 | 961,181 |
| Other | 76,000 | 76,000 |
| Total other assets | 24,323,269 | 23,529,283 |
| Total assets | $45,439,407 | $41,877,627 |
| LIABILITIES AND EQUITY | ||
| CURRENT LIABILITIES: | ||
| Current portion of note payable | 77,090 | 76,120 |
| Accounts payable | 1,254,432 | 1,818,309 |
| Accrued liabilities: | ||
| Payroll and related benefits | 623,830 | 1,565,866 |
| Deferred joint venture royalties | 288,000 | 288,000 |
| Other | 100,484 | 251,350 |
| Total current liabilities | 2,343,836 | 3,999,645 |
| NOTE PAYABLE, NET OF CURRENT PORTION | 894,384 | 933,413 |
| COMMITMENTS AND CONTINGENCIES | ||
| EQUITY: | ||
| Preferred stock, no par value; authorized 10,000 shares; none issued and outstanding | — | — |
| Common stock, $0.02 par value per share; authorized 10,000,000 shares; issued and outstanding 4,418,821 and 4,403,656, respectively | 88,376 | 88,073 |
| Additional paid-in capital | 11,399,966 | 11,130,966 |
| Retained earnings | 26,084,067 | 25,260,034 |
| Accumulated other comprehensive income | 618,099 | 277,583 |
| Stockholders' equity | 38,190,508 | 36,756,656 |
| Non-controlling interest | 4,010,679 | 187,913 |
| Total equity | 42,201,187 | 36,944,569 |
| Total liabilities and equity | $45,439,407 | $41,877,627 |
| NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION AND SUBSIDIARIES | ||||
| CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) | ||||
| FOR THE THREE AND SIX MONTHS ENDED FEBRUARY 28, 2013 AND FEBRUARY 29, 2012 | ||||
| Three Months Ended | Six Months Ended | |||
| February 28, 2013 | February 29, 2012 | February 28, 2013 | February 29, 2012 | |
| NET SALES: | ||||
| Net sales, excluding joint ventures | $ 4,485,203 | $ 4,125,618 | $ 9,255,590 | $ 8,403,261 |
| Net sales, to joint ventures | 761,147 | 848,710 | 1,282,507 | 1,403,181 |
| Total net sales | 5,246,350 | 4,974,328 | 10,538,097 | 9,806,442 |
| Cost of goods sold | 3,633,913 | 3,480,082 | 7,324,885 | 6,689,558 |
| Gross profit | 1,612,437 | 1,494,246 | 3,213,212 | 3,116,884 |
| JOINT VENTURE OPERATIONS: | ||||
| Equity in income of joint ventures | 1,138,438 | 1,224,675 | 2,292,734 | 2,582,355 |
| Fees for services provided to joint ventures | 1,770,881 | 1,298,126 | 3,617,158 | 2,743,378 |
| Total joint venture operations | 2,909,319 | 2,522,801 | 5,909,892 | 5,325,733 |
| OPERATING EXPENSES: | ||||
| Selling expenses | 1,174,065 | 1,014,082 | 2,345,160 | 2,122,568 |
| General and administrative expenses | 1,143,987 | 1,100,812 | 2,392,683 | 2,370,825 |
| Expenses incurred in support of joint ventures | 321,456 | 235,557 | 691,143 | 435,821 |
| Research and development expenses | 912,393 | 974,777 | 1,850,599 | 1,789,082 |
| Total operating expenses | 3,551,901 | 3,325,228 | 7,279,585 | 6,718,296 |
| OPERATING INCOME | 969,855 | 691,819 | 1,843,519 | 1,724,321 |
| INTEREST INCOME | 22,288 | 12,631 | 47,634 | 20,691 |
| INTEREST EXPENSE | (6,988) | (7,284) | (13,462) | (13,250) |
| OTHER INCOME | — | 6,825 | — | 13,650 |
| INCOME BEFORE INCOME TAX EXPENSE | 985,155 | 703,991 | 1,877,691 | 1,745,412 |
| INCOME TAX EXPENSE | 240,000 | 100,000 | 374,000 | 206,000 |
| NET INCOME | 745,155 | 603,991 | 1,503,691 | 1,539,412 |
| NET INCOME ATTRIBUTABLE TO NON CONTROLLING INTEREST | 310,745 | (2,202) | 679,659 | (25,538) |
| NET INCOME ATTRIBUTABLE TO NTIC | $ 434,410 | $ 606,193 | $ 824,032 | $ 1,564,950 |
| NET INCOME PER COMMON SHARE: | ||||
| Basic | $ 0.10 | $ 0.14 | $ 0.19 | $ 0.36 |
| Diluted | $ 0.10 | $ 0.14 | $ 0.18 | $ 0.35 |
| WEIGHTED AVERAGE COMMON SHARES | ||||
| ASSUMED OUTSTANDING: | ||||
| Basic | 4,418,821 | 4,398,356 | 4,409,954 | 4,366,932 |
| Diluted | 4,485,076 | 4,466,435 | 4,460,197 | 4,440,001 |
| NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION AND SUBSIDIARIES | ||||
| CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) | ||||
| FOR THE THREE AND SIX MONTHS ENDED FEBRUARY 28, 2013 AND FEBRUARY 29, 2012 | ||||
| Three Months Ended | Six Months Ended | |||
| February 28, 2013 | February 29, 2012 | February 28, 2013 | February 29, 2012 | |
| NET INCOME | $ 745,155 | $ 603,991 | $ 1,503,691 | $ 1,539,412 |
| OTHER COMPREHENSIVE INCOME (LOSS) - FOREIGN CURRENCY TRANSLATION ADJUSTMENT | (25,641) | (65,805) | 395,544 | (1,253,876) |
| COMPREHENSIVE INCOME (LOSS) | 719,514 | 538,186 | 1,899,235 | 285,536 |
| COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO NONCONTROLLING INTERESTS | 331,252 | 300 | 734,687 | (32,842) |
| COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO STOCKHOLDERS | $ 388,262 | $ 537,886 | $ 1,164,548 | $ 318,378 |
| NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION AND SUBSIDIARIES | ||
| CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) | ||
| FOR THE SIX MONTHS ENDED FEBRUARY 28, 2013 AND FEBRUARY 29, 2012 | ||
| Six Months Ended | ||
|
February 28, 2013 |
February 29, 2012 |
|
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||
| Net income | $ 1,503,691 | $ 1,539,412 |
| Adjustments to reconcile net income to net cash used in operating activities: | ||
| Expensing of fair value of stock options vested | 137,550 | 145,046 |
| Depreciation expense | 211,874 | 163,171 |
| Amortization expense | 35,122 | 77,493 |
| Loss on disposal of assets | 13,845 | — |
| Equity in income from joint ventures | (2,292,734) | (2,582,355) |
| Changes in current assets and liabilities: | ||
| Receivables: | ||
| Trade, excluding joint ventures | (223,731) | (290,512) |
| Trade, joint ventures | (247,466) | (316,174) |
| Fees for services receivables, joint ventures | 221,099 | 164,795 |
| Income taxes | (51,111) | (822) |
| Inventories | (990,720) | (111,041) |
| Prepaid expenses and other | (91,869) | (425,711) |
| Accounts payable | (574,037) | (902,749) |
| Income tax payable | (2,748) | (51,921) |
| Accrued liabilities | (1,094,446) | (198,639) |
| Net cash used in operating activities | (3,445,681) | (2,790,007) |
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||
| Investments in joint ventures | — | — |
| Dividends received from joint ventures | 2,953,435 | 3,036,344 |
| Additions to property and equipment | (102,259) | (80,698) |
| Effect of NTI Asean consolidation on cash (Note 2) | 1,612,768 | — |
| Additions to patents | (114,882) | (85,176) |
| Net cash provided by investing activities | 4,349,062 | 2,870,470 |
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||
| Repayment of note payable | (38,059) | (38,059) |
| Dividend received by non-controlling interest | (872,841) | — |
| Proceeds from employee stock purchase plan | 28,938 | 22,414 |
| Proceeds from exercise of stock options | 102,815 | 15,040 |
| Net cash provided by financing activities | (779,147) | (605) |
| EFFECT OF EXCHANGE RATE CHANGES ON CASH: | (636) | (10,422) |
| NET INCREASE IN CASH AND CASH EQUIVALENTS | 123,598 | 69,436 |
| CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 4,137,547 | 3,266,362 |
| CASH AND CASH EQUIVALENTS AT END OF PERIOD | $4,261,145 | $3,335,798 |
CONTACT: Investor and Media Contacts:
Matthew Wolsfeld, CFO
NTIC
(763) 225-6600