Form 8-K
0000875582 False 0000875582 2021-04-08 2021-04-08 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
 

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 8, 2021

_______________________________

NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION

(Exact name of registrant as specified in its charter)

_______________________________

Delaware001-1103841-0857886
(State or Other Jurisdiction of Incorporation)(Commission File Number)(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)

Not Applicable

(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock, par value $0.02 per shareNTICNasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

 
 
Item 2.02. Results of Operations and Financial Condition.

        On April 8, 2021, Northern Technologies International Corporation ("NTIC") announced its consolidated financial results for the three months ended February 28, 2021. A copy of the press release is attached as Exhibit 99.1 to this current report on Form 8-K and the information set forth therein is incorporated herein by reference and constitutes a part of this report.

        The information contained in Item 2.02 of this report and Exhibit 99.1 to this report shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and shall not be incorporated by reference into any filings made by NTIC 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.

(d) Exhibits. 

Exhibit No. Description
   
99.1 Press Release issued April 8, 2021 (furnished herewith)
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 
 

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
   
  
Date: April 8, 2021By: /s/ Matthew C. Wolsfeld        
  Matthew C. Wolsfeld
  Chief Financial Officer and Corporate Secretary
  

 

EdgarFiling

EXHIBIT 99.1

Northern Technologies International Corporation Reports Financial Results for Second Quarter Fiscal 2021

MINNEAPOLIS, April 08, 2021 (GLOBE NEWSWIRE) -- Northern Technologies International Corporation (NASDAQ: NTIC), a leading developer of corrosion inhibiting products and services, as well as bio-based and biodegradable polymer resin compounds, today reported its financial results for the second quarter of fiscal 2021. 

Second quarter fiscal 2021 highlights include (with growth rates compared to second quarter of fiscal 2020, except as otherwise noted):  

“ZERUST® set a new quarterly industrial sales record during the fiscal 2021 second quarter, due to a resurgence in global demand.  I’m also happy to note that second quarter fiscal 2021 NTIC China net sales increased 46.9% over the prior year period, which had been dampened by the initial COVID-19 shutdowns last year, and NTIC continued to enjoy robust growth from new and existing customers for both our ZERUST® and Natur-Tec® products.  Furthermore, sales at NTIC’s joint ventures also accelerated during the second quarter and increased 8.5% from the fiscal 2021 first quarter and 19.6% year-over-year,” said G. Patrick Lynch, President and Chief Executive Officer of NTIC.

“Core ZERUST® industrial sales are benefitting from significant global growth in industrial production. This, in turn, has helped offset continued challenges in our ZERUST® oil and gas and Natur-Tec® markets.  Natur-Tec® sales should return to pre-pandemic levels in the coming quarters as the large users of compostable bioplastics re-open. ZERUST® oil and gas results, however, are likely to remain volatile over the near-term.  Overall, we are encouraged by our performance, and we expect to continue to see higher year-over-year sales and earnings growth throughout the remainder of fiscal 2021,” concluded Mr. Lynch.

NTIC’s consolidated net sales decreased 3.4% to $12,783,000 during the three months ended February 28, 2021, compared to $13,234,000 for the three months ended February 29, 2020.  This slight decrease was primarily due to lower ZERUST® oil and gas sales and Natur-Tec® sales, partially offset by higher ZERUST® industrial sales and ZERUST® sales to NTIC’s joint ventures.  For the first half of fiscal 2021, consolidated net sales decreased 8.3% to $25,562,000, compared to $27,865,000 for the same period last fiscal year.

The following table sets forth NTIC’s net sales by product category for the three and six months ended February 28, 2021 and February 29, 2020, by segment:

 Three Months Ended
 February 28,
2021
 % of Net
Sales

 February 29,
2020
 % of Net
Sales

 %
Change
ZERUST® industrial net sales$9,396,105 73.5% $7,703,575 58.2% 22.0%
ZERUST® joint venture net sales 526,941 4.1%  245,629 1.9% 114.5%
ZERUST® oil & gas net sales 361,070 2.8%  1,067,018 8.1% (66.2)%
Total ZERUST® net sales$10,284,116 80.5% $9,016,222 68.1% 14.1%
Total Natur-Tec® sales 2,498,766 19.5%  4,217,561 31.9% (40.8)%
Total net sales$12,782,882 100.0% $13,233,783 100.0% (3.4)%


 Six Months Ended
 February 28,
2021
 % of Net
Sales

 February 29,
2020
 % of Net
Sales

 %
Change
ZERUST® industrial net sales$18,473,659 72.3% $16,546,627 59.4% 11.6%
ZERUST® joint venture net sales 1,107,245 4.3%  831,246 3.0% 33.2%
ZERUST® oil & gas net sales 923,763 3.6%  1,587,862 5.7% (41.8)%
Total ZERUST® net sales$20,504,667 80.2% $18,965,734 68.1% 8.1%
Total Natur-Tec® sales 5,057,327 19.8%  8,899,449 31.9% (43.2)%
Total net sales$25,561,994 100.0% $27,865,183 100.0% (8.3)%

NTIC’s joint venture operating income was $3,383,000 during the three months ended February 28, 2021, compared to joint venture operating income of $2,617,000 during the three months ended February 29, 2020.  This $766,000 increase was attributable to an increase in total net sales of the joint ventures as fees for services provided to joint ventures are primarily a function of the net sales of NTIC’s joint ventures, which were $29,058,000 during the three months ended February 28, 2021, compared to $24,289,000 for the three months ended February 29, 2020.  Year-to-date, NTIC’s joint venture operating income was $6,545,000, compared to joint venture operating income of $5,269,000 during the six months ended February 29, 2020.  Net sales of NTIC’s joint ventures were $55,836,000 during the six months ended February 28, 2021, compared to $49,750,000 for the six months ended February 29, 2020. 

Operating expenses, as a percent of net sales, for the second quarter of fiscal 2021 were 45.9%, compared to 48.8% for the same period last fiscal year.  This decrease was primarily a result of lower selling and general and administrative expenses.  Year-to-date, operating expenses, as a percent of net sales, were 46.1%, compared to 44.4% for the same period last fiscal year. 

Net income attributable to NTIC for the second quarter of fiscal 2021 increased to $1,313,000, or $0.13 per diluted share, from $180,000, or $0.02 per diluted share, for the same period last fiscal year.  Net income attributable to NTIC for the first half of fiscal 2021 increased to $2,575,000, or $0.26 per diluted share, from $1,392,000, or $0.15 per diluted share, for the same period last fiscal year. 

NTIC’s consolidated balance sheet remains strong, with no debt, and working capital of $29,471,000 at February 28, 2021, including $6,789,000 in cash and cash equivalents and $5,913,000 in available for sale securities, compared to $27,105,000 at August 31, 2020, including $6,403,000 in cash and cash equivalents and $5,545,000 in available for sale securities. 

At February 28, 2021, the Company had $24,860,000 of investments in joint ventures, of which over $12,134,000, or 48.8%, was cash, with the remaining balance mostly made up of other working capital. 

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 the second quarter of fiscal 2021 and its 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 https://ntic.gcs-web.com/events-presentations where the webcast will be archived and accessible for at least 12 months.  The dial-in number for the conference call is (877) 670-9776 and the confirmation code is 6287462.

About Northern Technologies International Corporation

Northern Technologies International Corporation 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 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 40 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 resins and finished products marketed under the Natur-Tec® brand.  

Forward-Looking Statements

Statements contained in this release that are not historical information are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include NTIC’s expectations that its Natur-Tec® sales should return to pre-pandemic levels in the coming quarters as the large users of compostable bioplastics re-open, that its ZERUST® oil and gas results, are likely to remain volatile over the near-term and that it will continue to see higher year-over-year sales and earnings growth throughout the remainder of fiscal 2021 and other statements that can be identified by words such as “believes,” “continues,” “expects,” “anticipates,” “intends,” “potential,” “outlook,” “will,” “may,” “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: the effects of the COVID-19 pandemic on NTIC’s business and operating results; the ability of NTIC to continue to pay dividends; the effect of economic uncertainty and trade disputes; 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; NTIC’s dependence on its joint venture in Germany in particular due to its significance and the effect of a termination of this or its other joint ventures on NTIC’s business and operating results; the ability of NTIC China to achieve significant sales; costs and expenses incurred by NTIC in connection with its ongoing litigation against its former Chinese joint venture partner; the effect of the United Kingdom’s exit from the European Union, economic slowdown and political unrest; risks associated with NTIC’s international operations; exposure to fluctuations in foreign currency exchange rates and tariffs, including in particular the Euro compared to the U.S. dollar; 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; variability in sales to customers in the oil and gas industry and the effect on NTIC’s quarterly financial results; increased competition; the costs and effects of complying with changes in tax, fiscal, government and other regulatory policies, including the new tax reform law, which could result in a write-down of our deferred tax assets, and rules relating to environmental, health and safety matters; pending and potential litigation; 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 for the fiscal year ended August 31, 2020 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, 2021 (UNAUDITED) AND
AUGUST 31, 2020 (AUDITED)

  February 28, 2021
 August 31, 2020
ASSETS

       
 CURRENT ASSETS:
       
 Cash and cash equivalents$6,788,535  $6,403,032 
 Available for sale securities 5,913,480   5,544,722 
 Receivables:       
 Trade excluding joint ventures, less allowance for doubtful accounts of $100,000 as of February 28, 2021 and $90,000 as of August 31, 2020 10,286,535   8,072,212 
 Trade joint ventures 448,021   475,900 
 Fees for services provided to joint ventures 1,315,876   927,286 
 Income taxes 289,104   19,907 
 Inventories 11,210,584   10,961,796 
 Prepaid expenses 1,270,453   797,495 
 Total current assets 37,522,588   33,202,350 
         
 PROPERTY AND EQUIPMENT, NET
 7,144,909   7,110,789 

OTHER ASSETS:
       
 Investments in joint ventures 24,860,148   24,090,826 
 Deferred income taxes 215,184   209,729 
 Patents and trademarks, net 776,405   802,006 
 Operating lease right of use asset 596,935   658,788 
 Total other assets 26,448,672   25,761,349 
 Total assets$71,116,169  $66,074,488 
         
LIABILITIES AND EQUITY

       
 CURRENT LIABILITIES:
       
 Accounts payable$4,394,539  $3,205,241 
 Income taxes payable 623,960   310,922 
 Accrued liabilities:       
 Payroll and related benefits 1,829,991   1,314,978 
 Other 975,780   880,118 
 Current portion of operating lease 226,979   386,345 
 Total current liabilities 8,051,249   6,097,604 
 LONG-TERM LIABILITIES:
       
 Operating lease, less current portion 369,956   272,443 
 Total long-term liabilities 369,956   272,443 
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 15,000,000 shares as of November 30, 2020 and August 31, 2020; issued and outstanding 9,104,636 and 9,099,990, respectively 182,093   182,000 
 Additional paid-in capital 17,793,646   17,415,043 
 Retained earnings 44,455,982   42,472,810 
 Accumulated other comprehensive loss (2,969,563)  (3,410,438)
 Stockholders’ equity 59,462,158   56,659,415 
 Non-controlling interests 3,232,806   3,045,026 
 Total equity 62,694,964   59,704,441 
 Total liabilities and equity$71,116,169  $66,074,488 

NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
FOR THE THREE AND SIX MONTHS ENDED FEBRUARY 28, 2021 AND FEBRUARY 29, 2020

 Three Months Ended Six Months Ended
 February 28, 2021 February 29, 2020 February 28, 2021 February 29, 2020
NET SALES:       
Net sales, excluding joint ventures$12,255,941  $12,988,153  $24,454,749  $27,033,937 
Net sales, to joint ventures 526,941   245,630   1,107,245   831,246 
Total net sales 12,782,882   13,233,783   25,561,994   27,865,183 
        
Cost of goods sold 8,531,679   8,687,301   16,845,000   18,492,385 
Gross profit 4,251,203   4,546,482   8,716,994   9,372,798 
        
JOINT VENTURE OPERATIONS:       
Equity in income from joint ventures 1,920,012   1,360,804   3,745,724   2,654,794 
Fees for services provided to joint ventures 1,462,684   1,256,213   2,799,245   2,614,538 
Total joint venture operations 3,382,696   2,617,017   6,544,969   5,269,332 
        
OPERATING EXPENSES:       
Selling expenses 2,832,008   3,110,240   5,573,776   5,997,532 
General and administrative expenses 1,958,974   2,345,113   4,052,956   4,394,800 
Research and development expenses 1,075,180   1,006,395   2,150,917   1,968,036 
Total operating expenses 5,866,162   6,461,748   11,777,649   12,360,368 
        
OPERATING INCOME 1,767,737   701,751   3,484,314   2,281,762 
        
INTEREST INCOME 15,638   55,042   85,176   104,080 
INTEREST EXPENSE (5,249)  (9,377)  (7,617)  (14,821)
        
INCOME BEFORE INCOME TAX EXPENSE 1,778,126   747,416   3,561,873   2,371,021 
        
INCOME TAX EXPENSE 274,660   463,594   653,250   727,660 
        
NET INCOME 1,503,466   283,822   2,908,623   1,643,361 
        
NET INCOME ATTRIBUTABLE TO NON-       
CONTROLLING INTERESTS 190,891   103,988   333,649   250,977 
        
NET INCOME ATTRIBUTABLE TO NTIC$1,312,575  $179,834  $2,574,974  $1,392,384 
        
NET INCOME ATTRIBUTABLE TO NTIC PER COMMON SHARE:       
Basic$0.14  $0.02  $0.28  $0.15 
Diluted$0.13  $0.02  $0.26  $0.15 
        
WEIGHTED AVERAGE COMMON SHARES       
ASSUMED OUTSTANDING:       
Basic 9,104,636   9,097,236   9,104,623   9,095,604 
Diluted 9,867,918   9,461,727   9,756,268   9,383,867 
CASH DIVIDENDS DECLARED PER COMMON SHARE$0.065  $0.065  $0.065  $0.13 

Investor and Media Contact:
Matthew Wolsfeld, CFO
NTIC
(763) 225-6600