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 May 31, 2009 o 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 (Exact name of registrant as specified in its charter) Delaware 41-0857886 (State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.) 4201 Woodland (763) 225-6600 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 o Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES o NO o Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Large accelerated filer o Accelerated filer o Non-accelerated filer Smaller reporting company x Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES o NO x As of NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION FORM 10-Q Description Page 3 Consolidated Balance Sheets as of May 31, 2009 (unaudited) and 3 4 5 6-12 Management’s Discussion and Analysis of Financial Condition and Results of Operations 13 24 24 24 24 24 25 25 25 25 25 26 27 This quarterly report on Form 10-Q contains certain 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, 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 Operation— 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, its wholly owned subsidiaries — NTI Facilities, Inc. and Northern Technologies Holding Company, LLC, and its majority-owned subsidiary — React-NTI, LLC, all of which are consolidated on NTIC’s financial statements. All trademarks, trade names or service marks referred to in this report are the property of their respective owners. PART I - FINANCIAL INFORMATION NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS AS OF November 30, August 31, ASSETS CURRENT ASSETS: Cash and cash equivalents $ 456,505 $ 260,460 Receivables: Trade excluding corporate joint ventures, less allowance for doubtful accounts of $10,000 at November 30, 2008 and August 31, 2008 1,987,691 1,962,222 Trade corporate joint ventures 918,010 530,609 Technical and other services, corporate joint ventures 2,161,149 3,065,738 Income taxes 133,405 28,961 Inventories 2,429,244 2,725,466 Prepaid expenses 365,175 179,766 Deferred income taxes 183,300 183,300 Total current assets 8,634,479 8,936,522 PROPERTY AND EQUIPMENT, net 3,737,362 3,754,565 OTHER ASSETS: Investments in corporate joint ventures: Industrial chemical 12,743,214 15,676,876 Industrial non-chemical 296,630 339,471 Deferred income taxes 837,300 837,300 Notes receivable 140,000 140,000 Industrial patents and trademarks, net 997,355 1,015,321 Goodwill 304,000 304,000 Other 320,886 325,557 15,639,385 18,638,525 $ 28,011,226 $ 31,329,612 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES: Bank overdrafts $ — $ 1,039,757 Borrowings made on line of credit — 86,000 Current portion of note payable 33,015 31,556 Accounts payable 1,263,602 1,251,522 Accrued liabilities: Payroll and related benefits 266,731 1,102,992 Deferred joint venture royalties 288,000 288,000 Other 157,188 195,324 Total current liabilities 2,008,536 3,995,151 NOTE PAYABLE, NET OF CURRENT PORTION 1,171,472 1,179,972 MINORITY INTEREST (5,762 ) 3,398 STOCKHOLDERS’ 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 3,750,970 and 3,729,457, respectively 74,986 74,556 Additional paid-in capital 5,522,948 5,271,417 Retained earnings 18,685,824 18,672,938 Accumulated other comprehensive income 553,222 2,132,180 Total stockholders’ equity 24,836,980 26,151,091 $ 28,011,226 $ 31,329,612 May 31, August 31, ASSETS CURRENT ASSETS: Cash and cash equivalents $ 141,639 $ 260,460 Receivables: Trade excluding corporate joint ventures, less allowance for doubtful accounts of $30,000 at May 31, 2009 and $10,000 at August 31, 2008 1,172,454 1,962,222 Trade corporate joint ventures 658,559 530,609 Technical and other services, corporate joint ventures 1,621,489 3,065,738 Income taxes 734,505 28,961 Inventories 2,294,229 2,725,466 Prepaid expenses 198,179 179,766 Deferred income taxes 183,300 183,300 Total current assets 7,004,354 8,936,522 PROPERTY AND EQUIPMENT, net 3,637,944 3,754,565 OTHER ASSETS: Investments in corporate joint ventures: Industrial chemical 14,146,452 15,676,876 Industrial non-chemical 312,913 339,471 Deferred income taxes 837,300 837,300 Notes receivable 140,000 140,000 Industrial patents and trademarks, net 903,393 1,015,321 Goodwill — 304,000 Other 13,193 325,557 16,353,251 18,638,525 $ 26,995,549 $ 31,329,612 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES: Bank overdrafts $ 187,473 $ 1,039,757 Borrowings made on line of credit 963,000 86,000 Current portion of note payable 33,562 31,556 Accounts payable 289,423 1,251,522 Accrued liabilities: Payroll and related benefits 210,304 1,102,992 Deferred joint venture royalties 288,000 288,000 Other 117,452 195,324 Total current liabilities 2,089,214 3,995,151 NOTE PAYABLE, NET OF CURRENT PORTION 1,153,959 1,179,972 MINORITY INTEREST — 3,398 STOCKHOLDERS’ 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 3,754,597 and 3,729,457, respectively 75,092 74,556 Additional paid-in capital 5,596,307 5,271,417 Retained earnings 16,533,454 18,672,938 Accumulated other comprehensive income 1,547,523 2,132,180 Total stockholders’ equity 23,752,376 26,151,091 $ 26,995,549 $ 31,329,612 See notes to consolidated financial statements. 3 NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION AND SUBSIDIARIES - CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) THREE AND NINE MONTHS ENDED November 30, November 30, NORTH AMERICAN OPERATIONS: Net sales $ 3,270,944 $ 3,485,585 Cost of sales 2,292,967 2,093,691 Gross profit 977,977 1,391,894 Operating expenses: Selling 770,570 859,644 General and administrative 941,438 948,297 Lab and technical support 6,067 57,128 1,718,075 1,865,069 NORTH AMERICAN OPERATING LOSS (740,098 ) (473,175 ) CORPORATE JOINT VENTURES AND HOLDING COMPANIES: Equity in income of industrial chemical corporate joint ventures and holding companies 655,532 1,073,034 Equity in income (loss) of industrial non-chemical corporate joint ventures and holding companies 3,234 (18,352 ) Fees for technical support and other services provided to corporate joint ventures 1,320,719 1,393,795 Expenses incurred in support of corporate joint ventures (1,178,034 ) (1,239,175 ) INCOME FROM ALL CORPORATE JOINT VENTURES AND HOLDING COMPANIES 801,451 1,209,302 INTEREST INCOME 445 495 INTEREST EXPENSE (31,898 ) (31,523 ) OTHER INCOME 6,826 7,930 GAIN ON SALE OF ASSETS — 1,529 MINORITY INTEREST 9,160 21,638 INCOME BEFORE INCOME TAX EXPENSE 45,886 736,196 INCOME TAX EXPENSE 33,000 78,000 NET INCOME $ 12,886 $ 658,196 NET INCOME PER COMMON SHARE: Basic $ 0.00 $ 0.18 Diluted $ 0.00 $ 0.18 WEIGHTED AVERAGE COMMON SHARES ASSUMED OUTSTANDING: Basic 3,735,433 3,692,153 Diluted 3,770,572 3,734,102 Three Months Ended Nine Months Ended May 31, 2009 May 31, 2008 May 31, 2009 May 31, 2008 NORTH AMERICAN OPERATIONS: Sales $ 1,673,634 $ 3,269,721 $ 6,678,748 $ 9,518,162 Cost of goods sold 995,672 2,059,855 4,444,075 5,763,500 Gross profit 677,962 1,209,866 2,234,673 3,754.662 Operating expenses: Selling 577,736 799,949 1,924,102 2,413,895 General and administrative 599,012 702,592 2,184,974 2,545,414 Lab and technical support 13,823 32,631 51,285 143,375 Loss on impairment — — 554,000 — 1,190,571 1,535,172 4,714,361 5,102,684 NORTH AMERICAN OPERATING LOSS (512,609 ) (325,306 ) (2,479,688 ) (1,348,022 ) CORPORATE JOINT VENTURES AND HOLDING COMPANIES: Equity in income of industrial chemical corporate joint ventures and holding companies (14,824 ) 1,155,282 663,734 3,109,093 Equity in income (loss) of industrial non-chemical corporate joint ventures and holding companies 7,986 (16,142 ) (12,834 ) (102,097 ) Gain on sale of industrial chemical corporate joint venture — — — 172,767 Fees for technical support and other services provided to corporate joint ventures 821,810 1,517,428 2,760,379 4,537,855 Expenses incurred in support of corporate joint ventures and new technologies (880,168 ) (1,412,582 ) (3,375,230 ) (3,837,266 ) (LOSS) INCOME FROM ALL CORPORATE JOINT VENTURES AND HOLDING COMPANIES (65,196 ) 1,243,986 36,049 3,880,352 INTEREST INCOME 6,509 22,277 7,828 23,196 INTEREST EXPENSE (27,933 ) (21,757 ) (102,271 ) (93,872 ) OTHER INCOME 4,550 6,825 18,200 21,582 GAIN ON SALE OF ASSETS — — — 5,529 MINORITY INTEREST — 10,123 3,398 32,269 (LOSS) INCOME BEFORE INCOME TAX EXPENSE (594,679 ) 936,148 (2,516,484 ) 2,521,034 INCOME TAX EXPENSE (BENEFIT) 44,000 148,000 (377,000 ) 415,000 NET (LOSS) INCOME $ (638,679 ) $ 788,148 $ (2,139,484 ) $ 2,106,034 NET (LOSS) INCOME PER COMMON SHARE: Basic $ (0.17 ) $ 0.21 $ (0.57 ) $ 0.57 Diluted $ (0.17 ) $ 0.21 $ (0.57 ) $ 0.56 WEIGHTED AVERAGE COMMON SHARES ASSUMED OUTSTANDING: Basic 3,754,596 3,723,166 3,746,977 3,704,673 Diluted 3,754,596 3,758,646 3,746,977 3,741,558 See notes to consolidated financial statements. 4 NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION AND SUBSIDIARIES - CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Nine Months Ended November 30, November 30, May 31, 2009 May 31, 2008 CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 12,886 $ 658,196 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Net (loss) income $ (2,139,484 ) $ 2,106,034 Adjustments to reconcile net (loss) income to net cash used in operating activities: Expensing of fair value of stock options vested 25,000 24,680 75,000 71,403 Change in allowance for doubtful accounts 20,000 — Depreciation expense 97,818 77,309 294,852 262,808 Amortization expense 38,633 35,384 106,391 116,196 Gain on sale of assets — (1,529 ) Minority interest (9,160 ) (21,637 ) Equity in (income) loss from corporate joint ventures: Loss on asset impairment 554,000 — Loss (gain) on disposal of assets 46,302 (5,529 ) Minority interest expense (3,398 ) (32,269 ) Equity in income (loss) from corporate joint ventures: Industrial chemical (655,532 ) (1,073,034 ) (663,734 ) (3,109,093 ) Industrial non-chemical (3,234 ) 18,352 12,834 102,097 Gain on sale of industrial chemical corporate joint venture — (172,767 ) Deferred income taxes — 413,000 Deferred joint venture royalties — 24,000 — 72,000 Change in current assets and liabilities: Receivables: Trade excluding corporate joint ventures (25,469 ) (218,870 ) 769,768 (443,078 ) Trade corporate joint ventures (387,401 ) 114,767 (127,950 ) 121,062 Technical and other services receivables, corporate joint ventures 904,589 (236,096 ) 1,444,249 (1,106,084 ) Income taxes (104,444 ) 15,990 (705,544 ) 29,755 Inventories 296,222 48,713 431,237 (227,709 ) Prepaid expenses and other (185,409 ) (199,017 ) Prepaid expenses and other assets 29,708 (93,622 ) Income taxes payable — 168,145 Accounts payable 12,080 (77,199 ) (962,099 ) (483,276 ) Accrued liabilities (647,437 ) (95,877 ) (743,599 ) 614,972 Net cash used in operating activities (630,858 ) (905,868 ) (1,561,467 ) (1,595,955 ) CASH FLOWS FROM INVESTING ACTIVITIES: Investment in corporate joint ventures: Industrial chemical — (87,950 ) Proceeds from the sale of assets — 2,200 — 6,201 Investment in corporate joint ventures (666,663 ) (117,950 ) Dividends received from corporate joint ventures 2,056,311 336,285 2,289,888 1,805,411 Issuance of note receivable — (140,000 ) Proceeds from sale of industrial chemical corporate joint ventures — 364,000 Loans made (140,000 ) Additions to property and equipment (80,615 ) (70,219 ) (178,231 ) (266,192 ) Decrease in other assets — (9,697 ) Additions to industrial patents (15,996 ) (51,038 ) (26,522 ) (141,105 ) Net cash provided by (used in) investing activities 1,959,700 (20,419 ) Net cash provided by investing activities 1,418,472 1,510,365 CASH FLOWS FROM FINANCING ACTIVITIES: Bank overdraft (1,039,757 ) 94,637 Bank overdrafts (852,284 ) 236,480 Net borrowings made on line of credit 877,000 — Repayment of note payable (7,041 ) (6,969 ) (24,007 ) (21,895 ) Net (repayments) borrowings made on line of credit (86,000 ) 693,000 Proceeds from employee stock purchase plan — 26,750 23,465 45,500 Net cash (used in) provided by financing activities (1,132,798 ) 807,418 Net cash provided by financing activities 24,174 260,085 NET DECREASE IN CASH AND CASH EQUIVALENTS 196,045 (118,869 ) NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (118,821 ) 174,495 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 260,460 244,499 260,460 244,499 CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 456,505 $ 125,630 $ 141,639 $ 418,994 See notes to consolidated financial statements. 5 NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. INTERIM FINANCIAL INFORMATION In the opinion of management, the accompanying unaudited consolidated financial statements contain all necessary adjustments, which are of a normal recurring nature, and present fairly the consolidated financial position of Northern Technologies International Corporation and its subsidiaries (the “Company”) as of These consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes contained in the Company’s annual report on Form 10-K for the fiscal year ended August 31, 2008 and with the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section appearing in this report. Operating results for the three and nine months ended 2.RECENTLY ISSUED FINANCIAL PRONOUNCEMENTS In June 2009, the Financial Accounting Standards Board (FASB) issued FASB Statement No. 168, “The FASB Accounting Standards Codification™ and the Hierarchy of Generally Accepted Accounting Principles, a replacement of FASB Statement No. 162”. This Statement identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles in the United States. The objective of this Statement is to replace Statement 162 and to establish the FASB Accounting Standards Codification TM (Codification) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP. Rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. The Company does not believe that the adoption of SFAS 168 will have a material effect on its results of operations, financial position or cash flows. In June 2009, the Financial Accounting Standards Board (FASB) issued FASB Statement No. 167, “Amendments to FASB Interpretation No. 46(R)”, which amends the consolidation guidance applicable to variable interest entities. The amendments will significantly affect the overall consolidation analysis under FASB Interpretation No. 46(R). This statement is effective as of the beginning of the first fiscal year that begins after November 15, 2009. This statement will be effective for the Company beginning in fiscal 2011. The Company is assessing the potential impact of adoption. In June 2009, the Financial Accounting Standards Board (FASB) issued FASB Statement No. 166, Accounting for Transfers of Financial Assets—an amendment of FASB Statement No. 140 (“SFAS 166”). SFAS 166 is intended to improve the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial statements about a transfer of financial assets; the effects of a transfer on its financial position, financial performance, and cash flows; and a transferor’s continuing involvement, if any, in transferred financial assets. SFAS 166 must be applied as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period and for interim and annual reporting periods thereafter. Earlier application is prohibited. This Statement must be applied to transfers occurring on or after the effective date. Additionally, on and after the effective date, the concept of a qualifying special-purpose entity is no longer relevant for accounting purposes. Therefore, formerly qualifying special-purpose entities (as defined under previous accounting standards) should be evaluated for consolidation by reporting entities on and after the effective date in accordance with the applicable consolidation guidance. If the evaluation on the effective date results in consolidation, the reporting entity should apply the transition guidance provided in the pronouncement that requires consolidation. Additionally, the disclosure provisions of this Statement should be applied to transfers that occurred both before and after the effective date of this Statement. The Company is assessing the potential impact of adoption. 6 In May 2009, the Financial Accounting Standards Board (FASB) issued FASB Statement No. 165, Subsequent Events (“SFAS 165”). SFAS 165 is intended to establish general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. It requires the disclosure of the date through which an entity has evaluated subsequent events and the basis for that date—that is, whether that date represents the date the financial statements were issued or were available to be issued. This disclosure should alert all users of financial statements that an entity has not evaluated subsequent events after that date in the set of financial statements being presented. SFAS 165 is effective for interim and annual periods ending after June 15, 2009. The Company is currently assessing the effect that SFAS 165 will have on its results of operations, financial position and cash flows. 3. INVENTORIES Inventories consisted of the following: November 30, August 31, May 31, August 31, Production materials $ 967,226 $ 1,039,549 $ 977,080 $ 1,039,549 Finished goods 1,462,018 1,685,917 1,317,149 1,685,917 $ 2,429,244 $ 2,725,466 $ 2,294,229 $ 2,725,466 Property and equipment consisted of the following: November 30, August 31, Land $ 310,365 $ 310,365 Buildings and improvements 3,081,903 3,031,103 Machinery and equipment 1,638,385 1,608,570 5,030,653 4,950,038 Less accumulated depreciation (1,293,291 ) (1,195,473 ) $ 3,737,362 $ 3,754,565 INDUSTRIAL PATENTS AND TRADEMARKS, NET May 31, August 31, Land $ 310,365 $ 310,365 Buildings and improvements 3,085,098 3,031,103 Machinery and equipment 1,732,806 1,608,570 5,128,269 4,950,038 Less accumulated depreciation (1,490,325 ) (1,195,473 ) $ 3,637,944 $ 3,754,565 Industrial patents and trademarks consisted of the following: November 30, August 31, May 31, August 31, Patents and trademarks $ 1,596,168 $ 1,580,172 $ 1,417,215 $ 1,580,172 Less accumulated amortization (598,813 ) (564,851 ) (513,822 ) (564,851 ) $ 997,355 $ 1,015,321 $ 903,393 $ 1,015,321 Patent and trademark costs are amortized over seven years once a patent or trademark is filed and approved. Amortization expense related to patents and trademarks was As previously disclosed, almost all historical sales by React-NTI included in the Company’s consolidated statement of operations were derived from sales by React Inc., a 100% owned subsidiary of React-NTI, of proprietary ink additives to one customer. During fourth quarter of fiscal 2007, this customer notified React Inc. that no future orders would be placed after current orders were received. As a result, the Company anticipates no additional sales of proprietary ink additives. Concurrent with the decline of its ink additive sales, React-NTI continued to develop and pursue additional sales through a patented sintered metal mold release agent sold under the brand name SERAVAT™ and renewable resource-based personal care chemical additive under the brand name Farona™. In fiscal 2009, the Company 7 As a result of these changes, management determined that the fair value of the The Company applies Statement of Financial Accounting Standards (“SFAS”) No. 142, “Goodwill and Other Intangible Assets,” which sets forth financial and reporting standards for the acquisition of intangible assets, other than those acquired in a business combination, and for goodwill and other intangible assets subsequent to their acquisition. This accounting standard requires that goodwill no longer be amortized but tested for impairment on a periodic basis. The changes in the carrying amount of the Company’s goodwill for the periods presented are as follows: Carrying amount at August 31, 2008: $ 304,000 Impairment charge (see Note 6): $ (304,000 ) Carrying amount at May 31, 2009: $ 0 8. INVESTMENTS IN CORPORATE JOINT VENTURES Composite financial information from the audited and unaudited financial statements of the Company’s joint ventures carried on the equity basis is summarized as follows: November 30, August 31, May 31, August 31, Current assets $ 43,501,183 $ 51,847,643 $ 40,614,800 $ 51,847,643 Total assets 50,312,225 58,958,102 48,282,708 58,958,102 Current liabilities 17,841,369 20,424,810 12,173,751 20,424,810 Noncurrent liabilities 4,531,337 4,756,650 5,300,670 4,756,650 Joint ventures’ equity 27,939,519 33,776,642 30,808,287 33,776,642 Northern Technologies International Corporation’s share of Corporate Joint Ventures’ equity $ 13,039,844 $ 16,016,347 Northern Technologies International Corporation’s share of corporate joint ventures’ equity $ 14,459,365 $ 16,016,347 Three Months Ended Nine Months Ended November 30, November 30, May 31, May 31, May 31, May 31, Net sales $ 21,109,585 $ 23,944,115 $ 14,151,960 $ 30,802,632 $ 46,628,644 $ 79,893,753 Gross profit 9,466,704 11,009,748 6,545,492 13,840,622 21,551,740 36,383,556 Net income 1,102,716 1,697,769 Northern Technologies International Corporation’s share of equity in income of Corporate Joint Ventures $ 658,766 $ 1,054,682 Net income (loss) (55,923 ) 2,174,841 1,009,691 5,434,476 NTIC’s share of equity in income (loss) of corporate joint ventures $ (6,838 ) $ 1,139,140 $ 650,900 $ 3,006,996 The financial statements of the Company’s foreign joint ventures are prepared using accounting principles accepted in the joint ventures’ countries of domicile. Amounts related to foreign joint ventures reported in the above tables and the accompanying financial statements have been adjusted to approximate US GAAP in all material respects. During the 8 During the three months ended May 31, 2009, the Company invested $666,663 in its existing industrial chemical joint venture in India. The Company has a 50% ownership interest in the India joint venture. The total increased capitalization by both owners of the joint venture was $1,333,326. Additionally, at the same time that the capital contributions were made by the owners, the joint venture in India remitted past due royalty and service charge payments to the Company of $611,974. The other 50% local partner also received $611,974 for past due management fees. No other additional contributions have been made to the Company’s joint During the During the The Company’s total comprehensive (loss) income was as follows: Three Months Ended November 30, November 30, Net income $ 12,886 $ 658,196 Other comprehensive income: foreign currency translation adjustment (1,578,958 ) 881,785 Total comprehensive income (loss) $ (1,566,072 ) $ 1,539,981 Three Months Ended Nine Months Ended May 31, May 31, May 31, May 31, Net (loss) income $ (638,679 ) $ 788,148 $ (2,139,484 ) $ 2,106,034 Other comprehensive (loss) income — foreign currency translation adjustment 1,202,403 149,198 (584,657 ) 1,461,997 Total comprehensive (loss) income $ 563,724 $ 937,346 $ (2,724,141 ) $ 3,568,031 Basic net (loss) income per common share is computed by dividing net (loss) income by the weighted average number of common shares outstanding. Diluted net (loss) income per share assumes the exercise of stock options using the treasury stock method, if dilutive. The Northern Technologies International Corporation 2007 Stock Incentive Plan (the “2007 Plan”) provides for the grant of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock, stock unit awards, performance awards and stock bonuses to eligible recipients to enable the Company and its subsidiaries to attract and retain qualified individuals through opportunities for equity participation in the Company, and to reward those individuals who contribute to the achievement of the Company’s economic objectives. Up to a total of 400,000 shares of the Company’s common stock has been reserved for issuance under the 2007 Plan, subject to adjustment as 9 provided in the 2007 Plan. Options granted under the 2007 Plan generally have a term of five years and become exercisable over a three- or four-year period beginning on the one-year anniversary date of the grant. Options are granted at per share exercise prices equal to the market value of the Company’s common stock on the date of grant. To date, only stock options and stock bonuses have been granted under the 2007 Plan. The Northern Technologies International Corporation Employee Stock Purchase Plan (the “ESPP”) allows eligible employees of the Company to acquire shares of the Company’s common stock on favorable terms through payroll deductions. The maximum number of shares of common stock of the Company available for issuance under the ESPP is 100,000 shares, subject to adjustment as provided in the ESPP. The ESPP provides for The Company granted options to purchase 30,000 and 37,140 shares of its common stock during the nine months ended May 31, 2009 and 2008, respectively. No options were granted during the three months ended The fair value of each option grant is estimated on the grant date using the Black-Scholes option-pricing model with the following assumptions and results for the grants: November 30, November 30, May 31, 2009 May 31, 2008 Dividend yield 2.00 % 2.00 % 2.00 % 2.00 % Expected volatility 46.7 % 42.0 % 46.7 % 42.0 % Expected life of option 5 years 5 years 5 years 5 years Average risk-free interest rate 2.88 % 3.84 % 2.88 % 3.62 % The weighted average fair value of options granted during the Net sales by geographic location as a percentage of total consolidated net sales for the three and nine months ended May 31, 2009 and 2008 were as follows: Three Months Ended Nine Months Ended November 30, November 30, May 31, 2009 May 31, 2008 May 31, 2009 May 31, 2008 Inside the U.S.A. to unaffiliated customers 89.3 % 75.9 % 87.9 % 75.9 % 83.2 % 75.9 % Outside the U.S.A. to: Corporate Joint Ventures in which the Company is a shareholder directly and indirectly 7.2 15.9 Corporate joint ventures in which the Company is a shareholder directly and indirectly 7.1 13.5 12.4 14.7 Unaffiliated customers 3.5 8.2 5.0 10.6 4.4 9.4 100.0 % 100.0 % 100.0 % 100.0 % 100.0 % 100.0 % The following table sets forth November 30, November 30, $ % ZERUST® sales $ 2,784,536 $ 3,165,439 $ (380,903 ) (12.0 )% Natur-Tec™ sales 482,316 63,684 418,632 657.4 % React-NTI sales 4,092 8,302 (4,210 ) (50.7 )% React Inc. sales 0 248,160 (248,160 ) 100.0 % Total North American net sales $ 3,270,944 $ 3,485,585 $ (214,641 ) (6.2 )% November % of Product November % of Product Direct Cost of Sales ZERUST® cost of sales $ 1,594,196 57.3 % $ 1,548,555 48.9 % Natur-Tec™ cost of sales 399,188 82.8 % 50,474 79.3 % React-NTI cost of sales 2,387 58.3 % 4,838 58.3 % React Inc. cost of sales 0 N/A 209,880 84.6 % Indirect Cost of Sales 297,196 — 279,943 — Total North American net cost of sales $ 2,292,967 70.1 % $ 2,093,691 60.1 % Three Months Ended Nine Months Ended May 31, 2009 May 31, 2008 May 31, 2009 May 31, 2008 ZERUST® sales $ 1,646,715 $ 3,161,206 $ 6,159,096 $ 9,021,496 Natur-Tec™ sales 14,029 102,290 499,037 204,998 React-NTI sales 12,890 6,225 20,615 43,508 React Inc. sales — — — 248,160 Total North American net sales $ 1,673,634 $ 3,269,721 $ 6,678,748 $ 9,518,162 The following table sets forth the Company’s direct cost of sales for the three and nine months ended May 31, 2009 and 2008 by segment: Three Months Ended Nine Months Ended May 31, % of May 31, % of May 31, % of May 31, % of Direct cost of sales ZERUST® cost of sales $ 828,933 50.3 % $ 1,657,121 52.4 % $ 3,341,166 54.2 % $ 4,543,170 50.4 % Natur-Tec™ cost of sales 7,944 56.6 % 99,556 97.3 % 425,178 85.2 % 185,911 90.7 % React-NTI cost of sales 6,490 50.3 % 2,932 47.1 % 10,610 51.5 % 21,885 50.3 % React Inc. cost of sales — — — — — — 209,880 84.6 % Indirect cost of sales 152,305 — 300,246 — 667,121 — 802,654 — Total North American net cost of sales $ 995,672 $ 2,059,855 $ 4,444,075 $ 5,763,500 * The percent of The Company’s management utilizes product net sales and direct On July 25, 2008, the Company’s Board of Directors, upon recommendation of the Compensation Committee, approved the material terms of an annual bonus plan for the Company’s executive officers and certain employees for the fiscal year ending August 31, 2009, the purpose of which is to align the interests of the Company, its executive officers and stockholders by providing an incentive for the achievement of key corporate and individual performance measures that are critical to the success of the Company and linking a significant portion of each executive officer’s annual compensation to the achievement of such measures. The following is a brief summary of the material terms approved by the Board: · The total amount available under the bonus plan will be up to 25% of NTIC’s earnings before interest, taxes and other income (EBITOI); · The total amount available under the · The payment of bonuses under the plan will be purely discretionary and will be paid to executive officer participants in both cash and stock, the exact amount and percentages of which will be determined by NTIC’s Board of Directors, upon recommendation of the Compensation Committee. No management bonus for fiscal 2009 was made or accrued as of In April 2007, REACT-NTI, LLC (“React LLC”), 11 license agreement between React LLC and Shamrock. The complaint respective claims without prejudice and return to mediation. A mediation session was held on December 4, 2008, and the parties continued to negotiate through the mediator via telephone and email thereafter. The mediator ultimately determined that the parties were at an impasse, and the parties have had no further communication. Because the mediation and negotiation process The Company is involved in various other legal actions arising in the normal course of business. Management is of the opinion that any judgment or settlement resulting from these pending or threatened actions would not have a material adverse effect on the Company’s business, financial condition or results of operations. In June 2007, the U.S. Internal Revenue Service concluded its audit of the Company’s U.S. federal income tax returns for fiscal 2004 and 2005. The Company did not declare or pay any cash dividends during fiscal 2008 and as of The Company issued 21,513 and 33,595 shares of common stock as stock bonuses under its stock incentive plans to various employees to satisfy $226,961 and $334,270 of accrued payroll 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 General Overview Northern Technologies International Corporation develops and markets proprietary environmentally beneficial products and technical services either directly or via a network of joint ventures and independent distributors in over 50 countries. NTIC’s primary business is corrosion prevention. NTIC participates, either directly or indirectly through holding companies, in 29 corporate joint venture arrangements in North America, South America, Europe, Asia and the Middle East. Each of these joint ventures generally manufactures and markets finished products in the geographic territory to which it is assigned. While most of NTIC’s joint ventures currently sell rust and corrosion inhibiting products and custom packaging systems, NTIC also NTIC has been selling its proprietary ZERUST® and EXCOR® rust and corrosion inhibiting products and services to the automotive, electronics, electrical, mechanical, military and retail consumer markets for over In January 2009, NTIC announced the 13 partners. NTIC believes the sale of its new ZERUST® In addition to ZERUST® products and services, NTIC develops and in the beginning of fiscal 2008 launched a portfolio of bio-based sustainable, renewable resource-based and compostable alternatives to traditional plastics. Natur-Tec™ bio-based Financial Overview Like many companies, NTIC’s In response to such conditions, NTIC implemented in December 2008 and January 2009 several cost reduction measures. NTIC reduced the base salaries of its executive and other officers by approximately 15% on average, by 10% for all other employees and suspended NTIC’s matching of 401(k) contributions. NTIC also implemented a hiring freeze and laid off 16% of its work force. Furthermore, significant cost concessions were requested and obtained from all of NTIC’s major vendors and service providers. NTIC enacted other expense control measures across all of its departments with the objective to conserve cash and reduce expenses while protecting the essential sales and marketing efforts of each business. For the three months NTIC’s North American consolidated net sales decreased 48.8% and 29.8% during the three and nine months ended May 31, 2009, respectively, compared to the three and nine months ended May 31, 2008 primarily as a result of decreased demand for NTIC’s ZERUST® products and the elimination of the React 14 month period comparison, sales of NTIC’s Natur-Tec™ products decreased significantly during the three month period comparisons. During the three and nine months ended May 31, 2009, over 90% of NTIC’s consolidated net sales were derived from sales of ZERUST® and EXCOR® rust and corrosion inhibiting packaging products and services. Net sales of ZERUST® products decreased During the three and nine months ended May 31, 2009, 0.8% and 7.5% of NTIC’s North American consolidated net sales, respectively, were derived from the sales of Natur-Tec™ products compared to 3.1% and 2.2% during the three and nine months ended May 31, 2008, respectively. Net sales of Nature-Tec™ products decreased 86.3% during the three months ended As previously disclosed, almost all historical sales by React-NTI included in NTIC’s consolidated statement of operations were derived from sales by React Inc., a 100% owned subsidiary of React-NTI, of proprietary ink additives to one customer. During fourth quarter of fiscal 2007, this customer notified React Inc. that no future orders would be placed after current orders were received. As a result, NTIC anticipates no additional sales of proprietary ink additives. Concurrent with the decline of its ink additive sales, React-NTI continued to develop and pursue additional sales through a patented sintered metal mold release agent sold under the brand name SERAVAT™ and renewable resource-based personal care chemical additive under the brand name Farona™. In fiscal 2009, NTIC implemented several cost control and cash preservation measures. These measures included elimination of further product and market development related to these products. As previously disclosed, during the Cost of goods sold as a percentage of net sales Total net sales of all of NTIC’s joint ventures decreased 15 months ended NTIC spent NTIC’s working capital was NTIC expects to meet its future liquidity requirements during at least the next 12 months by using its existing cash and cash equivalents, forecasted cash flows from future operations, distributions of earnings and technical assistance fees to NTIC from its joint venture investments and funds available through existing or anticipated financing arrangements. In order to take advantage of new product market opportunities to expand its business and increase its revenues, NTIC may decide to finance such opportunities by borrowing under its line of credit or raising additional financing through the issuance of debt or equity securities. Results of Operations The following table sets forth NTIC’s results of operations for the three months ended May 31, % of May 31, % of $ % November 30, % of Net November 30, % of Net $ Change % Net sales $ 3,270,944 100.0 % $ 3,485,585 100.0 % (214,641 ) (6.2 )% $ 1,673,634 100.0 % $ 3,269,721 100.0 % $ (1,596,087 ) -48.8 % Cost of goods sold 2,292,967 70.1 % 2,093,691 60.0 % 199,276 9.5 % 995,672 59.5 % 2,059,855 63.0 % (1,064,183 ) -51.7 % Selling expenses 770,570 23.6 % 859,644 24.7 % (89,074 ) (10.4 )% 577,736 34.5 % 799,949 24.5 % (222,213 ) -27.8 % General and administrative expenses 941,438 28.8 % 948,297 27.2 % (6,859 ) (0.7 )% 599,012 35.8 % 702,592 21.5 % (103,580 ) -14.7 % Lab and technical support expenses 6,067 0.2 % 57,128 1.6 % (51,061 ) (89.4 )% 13,823 0.8 % 32,631 1.0 % (18,808 ) -57.6 % The following table sets forth NTIC’s results of operations for the nine months ended May 31, 2009 and May 31, 2008. Nine Months Ended % of Nine Months % of $ % Net sales $ 6,678,748 100.0 % $ 9,518,162 100.0 % $ (2,839,414 ) -29.8 % Cost of goods sold 4,444,075 66.5 % 5,763,500 60.6 % (1,319,425 ) -22.9 % Selling expenses 1,924,102 28.8 % 2,413,895 25.4 % (489,793 ) -20.3 % General and administrative expenses 2,184,974 32.7 % 2,545,414 26.7 % (360,440 ) -14.2 % Lab and technical support expenses 51,285 0.8 % 143,375 1.5 % (92,090 ) -64.2 % Loss on impairment 554,000 8.3 % — 0.0 % 554,000 0.0 % 16 Net Sales. NTIC’s net sales originating in the United States decreased The following table sets forth May 31, May 31, $ % ZERUST® sales $ 1,646,715 $ 3,161,206 $ (1,514,491 ) -47.9 % Natur-Tec™ sales 14,029 102,290 (88,261 ) -86.3 % React-NTI sales 12,890 6,225 6,665 107.1 % React Inc. sales — — — — Total North American net sales $ 1,673,634 $ 3,269,721 $ (1,596,123 ) -48.8 % November 30, November 30, $ % May 31, May 31, $ % ZERUST® sales $ 2,784,536 $ 3,165,439 $ (380,903 ) (12.0 )% $ 6,159,096 $ 9,021,496 $ (2,862,436 ) -31.7 % Natur-Tec™ sales 482,316 63,684 418,632 657.4 % 499,037 204,998 294,039 143.4 % React-NTI sales 4,092 8,302 (4,210 ) (50.7 )% 20,615 43,508 (22,893 ) -52.6 % React Inc. sales — 248,160 (248,160 ) 100.0 % — 248,160 (248,160 ) -100.0 % Total North American net sales $ 3,270,944 $ 3,485,585 $ (214,641 ) (6.2 )% $ 6,678,748 $ 9,518,162 $ (2,839,450 ) -29.8 % Cost of Goods Sold. Cost of goods sold Selling Expenses. NTIC’s selling expenses decreased General and Administrative Expenses. NTIC’s general and administrative expenses decreased by 17 with React-NTI of $70,000 (iii) travel related expenses of $15,000 and (iv) salaries of $73,000. As a percentage of net sales, general and administrative expenses increased Lab and Technical Support Expenses. NTIC’s lab and technical support expenses decreased International Corporate Joint Ventures and Holding Companies. Net sales of NTIC’s corporate joint ventures Three Months Ended Three Months Ended Nine Months Ended November 30, November 30, May 31, May 31, May 31, May 31, Industrial chemical $ 20,842,816 $ 23,626,448 $ 12,746,821 $ 30,419,909 $ 44,737,253 $ 78,897,265 Non-industrial chemical 266,769 317,667 1,405,139 382,723 1,891,391 996,488 Total International Corporate Joint Ventures and Holding Companies Sales $ 21,109,585 $ 23,944,115 Total $ 14,151,960 $ 30,802,632 $ 46,628,644 $ 79,893,753 NTIC receives fees for technical and other support services it provides to its corporate joint ventures based on the revenues of the individual corporate joint ventures. NTIC recognized fee income for such support of the decrease in revenues from the corporate joint ventures as a whole, as well as fluctuations in the foreign currency exchange rate of the U.S. dollar compared to other currencies in which NTIC’s joint ventures conduct business. NTIC sponsors a worldwide corporate joint venture conference approximately every three to four years in which all of its corporate joint ventures are invited to participate. NTIC defers a portion of its technical and other support fees received from its corporate joint ventures in each accounting period leading up to the next conference, reflecting that NTIC has not fully earned the payments received during that period. The next corporate joint venture conference is scheduled to be held in the summer of NTIC incurred direct expenses related to its corporate joint ventures and the holding companies and new technologies of NTIC had equity in (loss) income of corporate joint ventures and holding companies of 18 Interest Income. NTIC’s interest income decreased Interest Expense. NTIC’s interest expense increased slightly to (Loss) Income Before Income Tax Expense. Income Tax Expense (Benefit). Income tax expense (benefit) decreased to Liquidity and Capital Resources Sources of Cash and Working Capital. As of On April 10, 2008, NTIC entered into a Promissory Note Modification Agreement with National City Bank pursuant to which NTIC’s demand line of credit was increased to $2,300,000 and its $1,500,000 revolving credit facility was terminated. Advances made under the demand line of credit will be made at the sole discretion of National City Bank and will be due and payable on demand. Outstanding amounts under the demand line of credit bear interest at an annual rate based on LIBOR plus 2.25%. As of NTIC believes that a combination of its existing cash and cash equivalents, forecasted cash flows from future operations, anticipated distributions of earnings and technical assistance fees to NTIC from its joint venture investments and funds available through existing or anticipated financing arrangements, will continue to be adequate to fund its existing operations, capital expenditures, debt repayments and any stock repurchases for at least the next 12 months. In an effort to increase net sales, NTIC Uses of Cash and Cash Flows. Cash flows used in 19 31, 2008 was Net cash provided by investing activities for the Net cash Capital Expenditures and Commitments. NTIC had no material lease commitments as of 17,000 square feet of office, manufacturing, laboratory and warehouse space in Beachwood, Ohio, requiring monthly payments of $17,500, which are adjusted annually according to the annual consumer price index, through November 2014. To finance the purchase of the real estate and building for NTIC’s current corporate headquarters, in September 2006, NTIC obtained a secured term loan in the principal amount of $1,275,000. The term loan matures on May 1, 2011, bears interest at a fixed rate of 8.01% and is payable in 59 monthly installments equal to approximately $10,776 (inclusive of principal and interest) commencing June 1, 2006. All of the remaining unpaid principal and accrued interest is due and payable on the May 1, 2011 maturity date. The loan is secured by a first lien on the real estate and building. NTIC has no postretirement benefit plan and does not anticipate establishing any postretirement benefit program. 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. In fiscal 1999, a subsidiary of NTIC, NTI Facilities, Inc., acquired a one-third ownership of Omni-Northern Ltd., which owns and operates a rental property located at 23205 Mercantile Road, Beachwood, Ohio. The property has an approximate value of $2,205,000, based upon the cash-to-mortgage acquisition price of the property paid in fiscal 2000. NTIC has guaranteed up to $329,082 of Omni-Northern Ltd.’s $1,903,571 mortgage obligation with National City Bank, Cleveland, Ohio. The building is fully leased at present. Inflation and Seasonality Inflation in the U.S. and abroad historically has had little effect on NTIC. NTIC’s business has not historically been seasonal. Market Risk NTIC is exposed to some market risk stemming from changes in foreign currency exchange rates, commodity prices and interest rates. 20 Because the functional currency of NTIC’s foreign operations and investments in its foreign corporate joint ventures and holding companies 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, Korean won and the English pound against the U.S. dollar. NTIC’s fees for technical support and other services 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 corporate joint ventures and holding companies 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 of joint ventures and holding companies reflected in its consolidated statements of income. 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. NTIC’s demand line of credit bears interest at a rate based on LIBOR and thus may subject NTIC to some market risk on interest rates. As of Critical Accounting Policies and Estimates There have been no material changes to NTIC’s critical accounting policies and estimates from the information provided in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, included in NTIC’s annual report on Form 10-K for the fiscal year ended August 31, 2008. Recent Accounting Pronouncements In June 2009, the Financial Accounting Standards Board (FASB) issued FASB Statement No. 167, “Amendments to FASB Interpretation No. 46(R)”, which amends the consolidation guidance applicable to variable interest entities. The amendments will significantly affect the overall consolidation analysis under FASB Interpretation No. 46(R). This statement is effective as of the beginning of the first fiscal year that begins after November 15, 2009. This statement will be effective for the Company beginning in fiscal 2011. The Company is assessing the potential impact of adoption. In June 2009, the Financial Accounting Standards Board (FASB) issued FASB Statement No. 166, Accounting for Transfers of Financial Assets—an amendment of FASB Statement No. 140 (“SFAS 166”). SFAS 166 is intended to improve the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial statements about a transfer of financial assets; the effects of a transfer on its financial position, financial performance, and cash flows; and a transferor’s continuing involvement, if any, in transferred financial assets. SFAS 166 must be applied as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period and for interim and annual reporting periods thereafter. Earlier application is prohibited. This Statement must be applied to transfers occurring on or after the effective date. Additionally, on and after the effective date, the concept of a qualifying special-purpose entity is no longer relevant for accounting 21 standards) should be evaluated for consolidation by reporting entities on and after the effective date in accordance with the applicable consolidation guidance. If the evaluation on the effective date results in consolidation, the reporting entity should apply the transition guidance provided in the pronouncement that requires consolidation. Additionally, the disclosure provisions of this Statement should be applied to transfers that occurred both before and after the effective date of this Statement. The Company is assessing the potential impact of adoption. In May 2009, the Financial Accounting Standards Board (FASB) issued FASB Statement No. 165, Subsequent Events (“SFAS 165”). SFAS 165 is intended to establish general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. It requires the disclosure of the date through which an entity has evaluated subsequent events and the basis for that date—that is, whether that date represents the date the financial statements were issued or were available to be issued. This disclosure should alert all users of financial statements that an entity has not evaluated subsequent events after that date in the set of financial statements being presented. SFAS 165 is effective for interim and annual periods ending after June 15, 2009. The Company is currently assessing the effect that SFAS 165 will have on its results of operations, financial position and cash flows. 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 and Section 21E of the Securities Exchange Act of 1934 and 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, the outcome of contingencies such as legal proceedings, and prospects regarding, among other things, NTIC’s financial condition, results of operations and business. NTIC has identified some of these forward-looking statements in this report with words like “believe,” “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. These 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 on NTIC’s business; · The effect of the significant downturn in the U.S. and worldwide automotive industry on NTIC’s business; · NTIC’s dependence on the success of its joint ventures and technical fees and dividend distributions that NTIC receives from them; · NTIC’s relationships with its joint ventures and its ability to maintain those relationships; · Risks associated with NTIC’s international operations and exposure to fluctuations in foreign currency exchange rates; · Fluctuations in the cost and availability of raw materials, including resins and other commodities; · NTIC’s investments in research and development efforts and its need for additional capital to support such efforts; · Acceptance of NTIC’s existing and new products; · Increased competition; · The economic success of · NTIC’s reliance upon and its relationships with its distributors, independent sales representatives and corporate joint ventures; · NTIC’s reliance upon suppliers; · 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; · The costs and effects of outstanding litigation; · Unforeseen product quality or other problems in the development, production and usage of new and existing products; · Loss of or changes in executive management or key employees; · Ability of management to manage around unplanned events; · NTIC’s reliance on its intellectual property rights and the absence of infringement of the intellectual property rights of others; 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, 2008 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. We wish 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, as well as others that we may consider immaterial or do not anticipate at this time. Although we believe that the expectations reflected in our forward-looking statements are reasonable, we do not know whether our expectations will prove correct. Our expectations reflected in our forward-looking statements can be affected by inaccurate assumptions we 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 us and our business, including factors that potentially could materially affect our financial results or condition, may emerge from time to time. We assume 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. We advise you, however, to consult any further disclosures we make on related subjects in our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K we file with or furnish to the Securities and Exchange Commission. This Item 3 is inapplicable to NTIC as a smaller reporting company and has been omitted pursuant to Item 305(e) of SEC Regulation S-K. 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 reasonably ensure 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 and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. In designing and evaluating NTIC’s disclosure controls and procedures, NTIC recognizes that any controls and procedures, no matter how well designed and operated can provide only reasonable assurance of achieving the desired control objectives and NTIC necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. 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 NTIC’s Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that material information relating to NTIC and its consolidated subsidiaries is made known to management, including NTIC’s Chief Executive Officer and Chief Financial Officer, particularly during the period when NTIC’s periodic reports are being prepared. NTIC’s management is aware, however, that there is a lack of segregation of certain duties due to the small number of employees of NTIC dealing with general administrative and financial matters. However, NTIC’s management has decided that considering the employees involved and the control procedures in place, risks associated with such lack of segregation are insignificant and the potential benefits of adding employees to clearly segregate such duties do not at this time justify the expenses associated with such increases. Changes in Internal Control over Financial Reporting There was no change in NTIC’s internal control over financial reporting that occurred during the quarter ended A description of NTIC’s legal proceedings in Note 12 of its unaudited consolidated financial statements included within this report is incorporated herein by reference. This Item 1A is inapplicable to NTIC as a smaller reporting company. Recent Sales of Unregistered Equity Securities During the three months ended Issuer Purchases of Equity Securities During the three months ended On November 13, 2003, the Board of Directors of NTIC authorized Matthew Wolsfeld, Chief Financial Officer of NTIC, to repurchase on behalf of NTIC, up to 100,000 shares of NTIC’s common stock from time to time in accordance with applicable rules governing issuer stock repurchases. Since being authorized, NTIC has not repurchased and retired any shares of its common stock. Not applicable. Not applicable. Not applicable. The following exhibits are being filed or furnished with this quarterly report on Form 10-Q: Exhibit No. Description 10.1 10.2 Agreement dated as of May 25, 2009 between Northern Technologies International Corporation and Sunggyu Lee, Ph.D. (Filed herewith) 31.1 Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith) 31.2 Certification of Chief Financial Officer 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) Pursuant to the requirements of the Securities and 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: Matthew C. Wolsfeld, CPA Chief Financial Officer (Principal Financial and Accounting Officer and Duly Authorized to NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION Exhibit 10.1 Incorporated by reference to Exhibit 10.1 to NTIC’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on 10.2 Agreement dated as of May 25, 2009 between Northern Technologies International Corporation and Sunggyu Lee, Ph.D. Filed herewith 31.1 Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed herewith 31.2 Certification of Chief Financial Officer 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 For the quarterly period ended November 30, 2008
CORPORATION41-0857886Rd
Rd. Circle Pines, Minnesota 55014
(Address of principal executive offices)
(Registrant’s telephone number including area code) (Do
(Do not check if a smaller reporting company) oJanuaryJuly 14, 2009, 3,750,9703,754,597 shares of common stock of the registrant were outstanding.November 30, 2008May 31, 2009Consolidated Balance Sheets as of November 30, 2008 (unaudited) and August 31, 2008
August 31, 20086-111221212121222222222223242ITEM 1. FINANCIAL STATEMENTS
NOVEMBER 30, 2008MAY 31, 2009 (UNAUDITED) AND AUGUST 31, 2008 (AUDITED)
2008
2008See notes to consolidated financial statements.
2009
2008NOVEMBER 30,MAY 31, 2009 AND 2008 AND 2007
2008
2007See notes to consolidated financial statements.THREENINE MONTHS ENDED NOVEMBER 30,May 31, 2009 and 2008 AND 2007
2008
2007November 30, 2008May 31, 2009 and the results of their operations for the three and nine months ended November 30,May 31, 2009 and 2008 and November 30, 2007 and their cash flows for the threenine months ended November 30,May 31, 2009 and 2008, and November 30, 2007, in conformity with accounting principles generally accepted in the United States of America (“US GAAP”).November 30, 2008May 31, 2009 are not necessarily indicative of the results that may be expected for the full fiscal year ending August 31, 2009.
2008
2008
2009
20083.4. PROPERTY AND EQUIPMENT, NET
2008
2008
2009
20084.5. INDUSTRIAL PATENTS AND TRADEMARKS, NET
2008
2008
2009
2008$33,962$28,466 and $31,004$39,207 for the three months ended May 31, 2009 and 2008, respectively and $92,149 and $102,844 for the nine months ended May 31, 2009 and 2008, respectively.66. DISSOLUTION OF REACT, INC. BUSINESSNovember 30, 2008implemented several cost control and 2007, respectively. Amortization expense is estimatedcash preservation measures. These measures included elimination of further product and market development related to approximate $136,000 in eachthese products.next five fiscal years.React-NTI reporting unit was less than the carrying value. As a result, a loss on impairment of goodwill and intangible assets of $554,000 was recorded for the nine months ended May 31, 2009 to appropriately reflect the fair value of such assets. In addition, during the nine months ended May 31, 2009, the Company derecognized previously recorded trade payables of $320,000 as a result of negotiations between the Company and its vendor. This amount is recorded in general and administrative expenses in the Company’s consolidated statement of operations. At May 31, 2009, the remaining net book value of the assets and liabilities of React-NTI and its subsidiaries approximates $0.5.7. GOODWILL
2008
2008
2009
2008
2008
2007
2009
2008
2009
2008threenine months ended November 30, 2007,May 31, 2008, the Company invested $87,950 in a non-industrial chemical joint venture in Thailand in addition to $143,000 previously invested in December 2006. The Company has a 50% ownership interest in the Thailand joint venture entity.venture. The joint venture entity had no operations prior to the Company’s investment in December 2006. The total capitalization by both owners of the joint venture was $461,900 as of November 30, 2007. May 31, 2008.venture as of November 30, 2008.ventures during the nine months ended May 31, 2009.6.9. STOCKHOLDERS’ EQUITYthreenine months ended November 30, 2008,May 31, 2009, the Company did not purchase or retire any shares of its common stock and no stock options to purchase shares of the Company’s common stock were exercised. The Company granted stock bonuses under the Northern Technologies International Corporation 2007 Stock Incentive Plan for an aggregate of 21,513 shares of its common stock to various employees during the threenine months ended November 30, 2008.May 31, 2009. The fair value of the shares of the Company’s common stock as of the date of grant of the stock bonuses was $226,961, based on the closing sale price of a share of the Company’s common stock on that date.threenine months ended November 30, 2007,May 31, 2008, the Company did not purchase or retire any shares of its common stock and no stock options to purchase shares of the Company’s common stock were exercised. The Company granted stock bonuses under the Northern Technologies International Corporation 2007 Stock Incentive Plan for an aggregate of 33,595 shares of its common stock to various employees during the threenine months ended7November 30, 2007. May 31, 2008. The fair value of the shares of the Company’s common stock as of the date of grant of the stock bonuses was $334,270, based on the closing sale price of a share of the Company’s common stock on that date.7.10. TOTAL COMPREHENSIVE (LOSS) INCOME
2008
2007
2009
2008
2009
20088.11. NET (LOSS) INCOME PER COMMON SHAREOptionsAll options to purchase shares of common stock of 65,140 and 0 were excluded from the computation of common share equivalents for the three and nine months ended May 31, 2009, respectively, as of November 30, 2008the Company reported losses for the three and November 30, 2007, as stock option exercise prices were greater than market price of a share of common stock.nine months ended May 31, 2009.9.12. STOCK-BASED COMPENSATIONsix-monthnine-month offering periods beginning on September 1 and March 1 of each year. The purchase price of the shares is 90% of the lower of the fair market value of common stock at the beginning or end of the offering period. This discount may not exceed the maximum discount rate permitted for plans of this type under Section 423 of the Internal Revenue Code of 1986, as amended. The ESPP is compensatory for financial reporting purposes.November 30, 2008May 31, 2009 and 2007, respectively.2008. The fair value of option grants is determined at date of grant, using the Black-Scholes option pricing model with the assumptions listed below. Based on these valuations, theThe Company recognized compensation expense of $25,000$75,000 and $24,680$71,403 during the threenine months ended November 30,May 31, 2009 and 2008, and 2007, respectively, related to the value of the options that vested during such time period. The stock-based expense recorded reduced after-tax net income per share by $0.01 and $0.01$0.02 for the threenine months ended8November 30, 2008 May 31, 2009 and 2007, respectively.2008. As of November 30, 2008,May 31, 2009, the total compensation cost for non-vested options not yet recognized in the Company’s statements of incomeoperations was $213,592,$165,509, net of estimated forfeitures. Additional stock-based compensation expense of $75,331$25,248 is expected through the remainder of fiscal year 2009, and expense of $90,424 and $47,837 is expected to be recognized during fiscal 2010 and 2011, respectively. Future option grants will impact the compensation expense recognized.
2008
2007threenine months ended November 30,May 31, 2009 and 2008 and 2007 was $4.78 and $3.54,$3.50, respectively.10.13. GEOGRAPHIC AND SEGMENT INFORMATION
2008
2007NTIC’sthe Company’s net sales for the three and nine months ended November 30,May 31, 2009 and 2008 and 2007 by segment:
2008
2007
Change
ChangeThe following table sets forth NTIC’s cost of sales for the three months ended November 30, 2008 and 2007 by segment:
30, 2008
Sales*
30, 2007
Sales*910
2009
Cost of
Sales*
2008
Cost of
Sales*
2009
Cost of
Sales*
2008
Cost of
Sales*segmentcost of sales is calculated by dividing the direct cost of sales for each individual segment category by the net sales for each segment category. and indirect cost of sales for each product in reviewing the financial performance of a product type. Further allocation of Company expenses or assets, aside from amounts presented in the tables above, is not utilized in evaluating product performance, nor does such allocation occur for internal financial reporting.11.14. COMMITMENTS AND CONTINGENCIEScash bonus plan will be $0 if EBITOI, as adjusted to take into account amounts to be paid under the bonus plan, fall below 70% of target EBITOI; andNovember 30, 2008.May 31, 2009. There was a $254,024$843,000 management bonus accrual as of November 30, 2007.May 31, 2008 for the Company’s fiscal 2008 bonus plan.a companyan entity that iswas 75% owned by the Company, was served with a summons and complaint that was filed by Shamrock Technologies, Inc. (“Shamrock”) in state court in New York, which was subsequently removed to the Federal District Court for the Southern District of New York. The lawsuit seekssought payment from React LLC of commissions in the approximate amount of $314,500 owed by React LLC under aallegesalleged breach of the license agreement by React LLC and seekssought damages in an unspecified amount for such breach as well as damages of approximately $300,000 for the alleged failure of React LLC to purchase from Shamrock certain inventory manufactured for sale to a customer. Shamrock further claimsclaimed lost profits with respect to sales made by ShamrockREACT LLC that were manufactured by parties other than React LLC.Shamrock. React LLC acknowledges that React LLC has not made payment for product in the approximate amount of $300,000 to Shamrock as the invoice for this was only received after Shamrock had already filed its complaint, but deniesdenied all of the claims of breach of the license agreement by it and believesbelieved that damages caused by Shamrock’s breach of the license agreement and tortious conduct exceedexceeded any amounts owing to Shamrock. React LLC formally responded to the complaint after removal by moving to dismiss or stay because of Shamrock’s failure to comply with alternative dispute resolution procedures contained in the license agreement. By court order, the matter was stayed so that the parties could attempt mediation. The parties mediated for one day and were unsuccessful in resolving the matter. The parties proceeded with discovery, exchanging answers to interrogatories and documents, and the parties also obtained documents by subpoena from third parties. With more complete information, the parties decided to dismiss their10is continuing,did not result in a final settlement, there can be no permanent assurance at the present time that the matter will not result in a material adverse effect on the Company’s business, financial condition or results of operation.The Company was involvedoperations at some point in a legal action in Finland whereby the Company sued a Finnish company for trademark infringement. Upon initiation of legal action, the courts seized the inventory of the Finnish company as contraband. The Company won the initial case, but subsequently lost on appeal. On November 19, 2008, the Company entered into an agreement to settle the lawsuit. Under the terms of the settlement agreement, the Company agreed to seek an amendment to its trademark YELLOW and to pay the defendant a one-time payment of 320,000 Euro. The defendant agreed, among other things, not to challenge the amendment or the validity of the Company’s trademark and not to infringe upon the trademark, once amended. Each party released each other of all claims in connection with the matter. As a result of the settlement, the Company recorded a $400,000 litigation settlement accrual in its consolidated financial statements for the fiscal year ended August 31, 2008. This amount was paid in full during the three months ended November 30, 2008.future.As a resultDuring the course of such audit, the Company paid the IRS approximately $25,000 in additional payroll taxes. The Company also agreed in principle with the IRS to adjustments that will result in the additional payment of approximately $60,000 in income tax and interest. As a result of the audit, the IRS has also takentook the position that the Company failed to withhold and has assessed against the Company aapproximately $505,000approximately $505,000 of payroll taxes and individual income taxes on travel and other expense reimbursements made to Philip M. Lynch, the Company’s former Chairman of the Board and Chief Executive Officer, and commissions payments made to Inter Alia Holding Co. under that certain former Manufacturer’s Representative Agreement dated as of October 1, 1976 and as subsequently amended thereafter between the Company and Inter Alia, which agreement has since been terminated. Inter Alia beneficially owns approximately 22.7%22.7% of the Company’s outstanding common stock. G. Patrick Lynch, the Company’s current President and Chief Executive Officer, and three other members of the Lynch family, are shareholders of Inter Alia. The Company disagreesdisagreed with the IRS’ position on withholding and is in the process of appealingappealed the matter. BecauseIn February 2009, the Company believes that it has valid legal grounds for appeal, it has determined that a loss is not probable at this time as defined by SFAS 5, “Accounting for Contingencies.” However, there can be no assurance that the ultimate resolutionIRS reversed its position and concluded its audit of the matter will not result in a material adverse effect on the Company’s business, financial condition or results of operations.U.S. federal income tax returns for fiscal 2004 and 2005.12.15. STATEMENTS OF CASH FLOWSJanuaryJuly 14, 2009, had not declared or paid any cash dividends during fiscal 2009.liabilityliabilities during the quarternine months ended November 30,May 31, 2009 and 2008, respectively. The accrued payroll liabilities related to the Company’s fiscal 2008 and 2007 respectively.bonus plans.1112headingsheading “Forward-Looking Statements” and “Risk Factors” appearing elsewhere in this report. 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 Part I, Item 1 entitled “Financial Statements” of this report.During fiscal 2008,However, NTIC launchedhas three emerging businesses that have all generated revenue or are expected to generate revenues in the near future (1) corrosion prevention technology used in the oil and gas industry, which NTIC sells both directly and through joint ventures; (2) a new product line of compounds and finished products based on a portfolio of proprietary bio-plastic technologies marketed under the Natur-Tec™ brand; and beginning in fiscal 2009 launched, through a joint venture,(3) technology and equipment tothat convert plastic waste into crude oil waste. diesel, gasoline and heavy fractions, which is exclusively licensed from Zbigniew Tokarz, the inventor of the technology and sold through NTIC’s joint venture Polymer Energy, LLC in North America and Asia.in various stages of development with respect to several other emerging businesses, includinghas joint ventures that manufacture, market and sell NTIC’s Natur-Tec™ products, the application ofPolymer Energy technology and equipment that converts plastic waste into diesel, gasoline, and heavy fractions, and its corrosion prevention technology toused in the oil and gas industry. NTIC categorizes its joint ventures into two principal areas: industrial chemical and non-industrial chemical. The profits of NTIC’s corporate joint ventures are shared by the respective corporate joint venture owners in accordance with their respective ownership percentages. NTIC typically owns 50% of its joint venture entities and thus does not control the decisions of these entities regarding whether to pay dividends or how much to pay in dividends in any given year.2530 years. NTIC also offers worldwide on-site technical consulting for rust and corrosion prevention issues. In North America, NTIC markets its technical services and ZERUST® products principally to industrial users by a direct sales force and a network of independent distributors. 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. Duringthree months ended November 30, 2008, 85.1%signing of a multi-year contract between NTIC’s consolidated net sales were derived fromBrazilian joint venture (Zerust Prevencao de Corrosao S.A.) and Petroleo Brasileiro S.A. (Petrobras) to install and service proprietary corrosion protection technologies on the salesroofs of an initial set of above ground oil storage tanks at the Petrobras REDUC refinery in Rio de Janeiro, Brazil. At the end of March 2009, NTIC announced that it has signed multiple research and development contracts with Petrobras’ research and development group at the Leopoldo Américo Miguez de Mello Research & Development Center (CENPES) pursuant to which the parties will undertake a 20-month Petrobras funded effort to explore, understand and resolve bottom plate corrosion issues in aboveground storage tanks. A second 12-month Petrobras sponsored project also has started aimed at field trials of certain pipeline protection technologies. These initiatives are designed to help mitigate corrosion for critical oil and gas industry infrastructure. The projects are directly between NTIC and Petrobras and will be supported primarily by NTIC’s R&D facilities in Beachwood, Ohio. Any new intellectual property generated will be jointly owned by NTIC and Petrobras with NTIC having access to commercialization rights. In addition, NTIC is pursuing opportunities to market NTIC’s technology to other potential customers in the oil and gas industry across several countries through its joint venture partners and other strategicand EXCOR® rust and corrosion inhibiting packaging products and services. Sales of NTIC’s rust and corrosion inhibiting products in North America have decreased during the past several fiscal years. One of the main markets for NTIC’s rust and corrosion inhibiting products has typically been the automotive industry. While the automotive industry had been growing worldwide, it has been stagnant or contracting recently, and significantly soto customers in the United States,oil and is not expectedgas industry will involve a long sales cycle, likely including a one- to improve in the foreseeable future, especially in light of the current economic conditions affecting that industry.In December 2008two-year trial period with each customer and January 2009, NTIC implemented a number of countermeasures in order to address the negative impact of the current economic crisis, especially with respect to its effect on the worldwide automotive industry. NTIC reduced the base salaries of its executive and other officers by approximately 15% on average, by 10% for all other employees and suspended the NTIC’s matching of 401(k) contributions. NTIC also implemented a hiring freeze and laid off nine individuals or 16% of its work force. Furthermore, significant cost concessions were requested and obtained from all of NTIC’s major vendors and service providers. NTIC enacted other expense control measures across all of its departments with the objective to conserve cash and reduce expenses while protecting the essential sales and marketing efforts of each business. NTIC anticipates recognizing the benefit of these cost control measures immediately.slow integration process thereafter.andand/ or biodegradable (compostable) polymer resin compounds and finished products under the Natur-Tec™ brand. During the three months ended November 30, 2008, 14.7% of NTIC’s consolidated net sales were derived from the sales of the Natur-Tec™ products compared to 1.8% during the three months ended November 31, 2007. These products are intended to reduce NTIC’s customers’ carbon footprint and provide environmentally sound disposal options. In recent years, a combination of market drivers, such as higher petroleum prices, a desire to reduce dependence on foreign oil, increased environmental awareness at the consumer level and regulations banning the use of traditional, petroleum-based plastics, have led to interest in12andand/ or biodegradable plastics are manufactured using NTIC’s patented and/or proprietary technologies and are intended to replace conventional petroleum-based plastics. The Natur-Tec™ bioplastics portfolio includes flexible film, foam, rigid injection molded materials and engineered plastics. Natur-Tec™ biodegradable and compostable finished products include shopping and grocery bags, lawn and leaf bags, can liners, pet waste collection bags, cutlery, packaging foam and coated paper products and are engineered to be fully biodegradable in a composting environment. Unlike competing plastic products claiming to be “degradable” or “oxo-degradable” that only break down into smaller plastic fragments, Natur-Tec™ products are designed to completely biodegrade within 180 days in accordance with the ASTM D6400 standard for compostable plastics and are certified 100 percent biodegradable and compostable by the Biodegradable Products Institute.NTIC participates, either directly or indirectly through holding companies, in 29 corporateNTIC’s Polymer Energy LLC joint venture arrangements in North America, South America, Europe, Asiamarkets and the Middle East. Eachsells a system that uses catalytic pyrolysis to efficiently convert plastic waste (primarily polyolefins) into hydrocarbons (primarily a mix of these joint ventures generally manufactures and markets finished products in the geographic territory that it is assigned. NTIC’s joint venture partners are knowledgeable in the applicable environmental, labor, tax and other requisite regulations and laws of the respective foreign countries in which they operate, as well as the local customs and business practices. While most of NTIC’s joint ventures currently sell rust and corrosion inhibiting products and custom packaging systems, NTIC also has joint ventures that manufacture, market and sell or intend to manufacture, market or sell bio-based additives with both industrial and personal care applications, machinery that converts waste plastics into diesel, gasoline, and mid-distillates,heavy fractions,). Each unit can process up to ten tons of plastic waste per day, and electronic sensing instruments.the modular design allows for easily scalable capacity. The Polymer Energy™ process can handle plastic that is contaminated with other types of waste such as metals, glass, dirt and water and the system can tolerate up to 25% of other waste in the input waste stream. The output crude oil mix is high-grade and can be further processed in a refinery or used as an input for co-generation of electricity. NTIC, categorizes its joint ventures into two principal areas: industrial chemical and non-industrial chemical.The profits of NTIC’s corporate joint ventures are shared by the respective corporatethrough Polymer Energy LLC, a joint venture owners in accordance with their respective ownership percentages.which NTIC typically owns 50% or less of its joint venture entitieshas a 62.5% interest has an exclusive license to market the technology in countries in Asia and thus does not controlNorth America as per the decisions of these entities regarding whether to pay dividends and how much in dividends in any given year.current JV agreement.consolidated netoperating results have been adversely affected by worldwide economic conditions, particularly adverse conditions affecting the worldwide automobile industry. One of the primary markets for NTIC’s rust and corrosion inhibiting products has been the automotive industry, which is not expected to improve in the short to medium term, especially in light of the current worldwide economic conditions affecting that industry. In particular, the U.S. auto industry furloughs in the beginning of calendar 2009 adversely affected sales decreased 6.2%of NTIC’s ZERUST® products during NTIC’s second and third fiscal quarters 2009.ended November 30, 2008ending May 31, 2009, NTIC has realized an a 28.5% and 19.4% reduction in its total overall operating expense and expenses incurred in support of corporate joint ventures and new technologies as a result of these cost cutting measures compared to the three months ended November 30, 20072008 and February 28, 2009, respectively. NTIC may consider additional cost reduction measures during fourth quarter of fiscal 2009 or first quarter of fiscal 2010, if its net sales do not improve in the near future.Inc sales, partially offset byInc. sales. Although sales of its newNTIC’s Natur-Tec™ products.products offset to some extent decreased demand for NTIC’s ZERUST® products during the nine12.0%47.9% and 31.7% during the three and nine months ended May 31, 2009, respectively, compared to $2,784,536the three and nine months ended May 31, 2008.November 30, 2008May 31, 2009 and increased 143.4% during the nine months ended May 31, 2009 compared to the three and nine months ended May 31, 2008. NTIC believes that its Natur-Tec™ business during second and third fiscal quarters 2009 were adversely affected by the U.S. economic recession, which NTIC believes adversely affected the ability of its principal Natur-Tec™ distributor to purchase and distribute Natur-Tec™ products from NTIC during that time. NTIC believes that its Natur-Tec™ sales will increase during its fourth fiscal quarter 2009 as compared to $3,165,439the previous two fiscal quarters primarily as a result of this significant customer.threesecond quarter of fiscal 2009, management determined that the fair value of the React-NTI reporting unit was less than the carrying value. As a result, a loss on impairment of goodwill and long-lived assets of $554,000 was recorded to appropriately reflect the fair value of such assets. In addition, during the nine months ended November 30, 2007. Net salesMay 31, 2009, NTIC derecognized previously recorded trade payables of $320,000 as a result of negotiations between NTIC and its vendor. This amount is recorded in general and administrative expenses in NTIC’s consolidated statement of operations. At May 31, 2009, the remaining net book value of the React Inc products were $0 during the three months ended November 30, 2008 compared to $248,160 during the three months ended November 30, 2007. Net salesassets and liabilities of Nature-Tec™ products increased 657.4% to $482,316 during the three months ended November 30, 2008 as compared to $63,684 during the three months ended November 30, 2007.React-NTI and its subsidiaries approximates $0.increaseddecreased to 70.1%59.5% in the three months ended November 30, 2008May 31, 2009 as compared to 60.0%63.0% for the three months ended November 30, 2007May 31, 2008 primarily as a result of the significant increase decrease inof Natur-Tec™ products sales as a percentage of total sales during the three months ended November 30, 2008May 31, 2009 compared to the three months ended November 30, 2007,May 31, 2008, which sales wereare sold at lower margins than NTIC’s ZERUST® products. Cost of goods sold as a percentage of net sales increased to 66.5% in the nine months ended May 31, 2009 as compared to 60.6% for the nine months ended May 31, 2008 primarily as a result of the increase of Natur-Tec™ products sales as a percentage of total sales during the nine months ended May 31, 2009 compared to the nine months ended May 31, 2008.11.8% to $21,109,58554.1% and 41.6% during the three and nine months ended November 30, 2008 asMay 31, 2009, respectively, compared to $23,944,115 during the three and nine months ended November 30, 2007May 31, 2008 primarily as a result of decreased demand for ZERUST® products due to the global economic slowdown and, to a lesser extent, fluctuations in the foreign currency exchange rate of the U.S. dollar compared to other currencies in which NTIC’s joint ventures conduct business. NTIC also recognized a 5.2% decrease in fee income for technical and support services asAs a result of the decrease in total net sales of theNTIC’s joint ventures. Such fees decreased to $1,320,719 during the three months ended November 30, 2008 as compared to $1,393,795 during the three months ended November 30, 2007. NTIC’sventures, NTIC recognized a decrease in fee income for technical and support services of 45.8% and 39.2%, respectively, and a decrease in its equity in income of corporate joint ventures and holding companies decreased 37.5% to $658,766of 100.6% and 78.4%, respectively, during the three and nine months ended November 30, 2008 as compared to $1,054,682 during the three months ended November 1330, 2007.May 31, 2009. NTIC incurs direct expenses related to its corporate joint ventures and holding companies. Such expenses include product and business development, consulting, travel, technical and marketing services to existing joint ventures, legal fees incurred in the establishment of new joint ventures, registration and promotion and legal defense of worldwide trademarks, and legal fees incurred in connection with the filing of patent applications. NTIC incurred $1,178,034 inNTIC’s direct joint venture expenses decreased 37.7% and 12.0% during the three and nine months ended November 30, 2008 asMay 31, 2009, respectively, compared to $1,239,175 during the three and nine months ended November 30, 2007, a decrease of 4.9%.May 31, 2008. NTIC’s total income from its corporate joint ventures and holding companies decreased 33.7% to $801,451 for105.2% and 99.1% during the three and nineNovember 30, 2008May 31, 2009, respectively, compared to $1,209,302 for the threenine months ended November 30, 2007.May 31, 2008 primarily as a result of the adverse worldwide economic situation.$722,078$2,222,575 in the threenine months ended November 30, 2008May 31, 2009 and $715,564$1,847,547 in the threenine months ended November 30, 2007May 31, 2008 in connection with its research and development activities. NTIC anticipates that it will spend between $2,800,000 and $3,200,000$3,000,000 in total during fiscal 2009 on research and development activities related to its new technologies. These feesexpenses are accounted for in the “Expenses incurred in support of corporate joint ventures” section of NTIC’s consolidated statements of income.operations.NetNTIC incurred a net loss of ($638,679), or ($0.17) per diluted common share, during the three months ended May 31, 2009 compared to net income decreased 98.0% to $12,885,of $788,148 or $0.00$0.21 per diluted common share, for the three months ended November 30, 2008May 31, 2008. NTIC incurred a net loss of ($2,139,484), or (0.57) per diluted common share, during the nine months ended May 31, 2009 compared to $658,196,net income of $2,106,034 or $0.18$0.56 per diluted common share, for the threenine months ended November 30, 2007. This decrease wasMay 31, 2008. These significant decreases were primarily the result of the decreased demand of NTIC’s ZERUST® products in the United States and internationally due to the global economic slowdown.recession, and to a lesser extent, the $554,000 loss on impairment relating to React-NTI.$6,625,943$4,915,140 at November 30, 2008,May 31, 2009, including $456,505$141,639 in cash and cash equivalents. As of November 30, 2008,May 31, 2009, NTIC had no$963,000 of borrowings under its $2,300,000 demand line of credit. As of November 30, 2008, $600,000 was committed under the demand line of credit to cover a letter of credit.November 30, 2008May 31, 2009 and 2007.May 31, 2008.
2009
Net Sales
2008
Net Sales
Change
Change
2008
Sales
2007
Sales
Change
May 31, 2009
Net
Sales
Ended May 31,
2008
Net
Sales
Change
Change6.2%48.8% and 29.8% during the three and nine months ended November 30, 2008May 31, 2009, respectively, compared to the same periodrespective periods in fiscal 2008 primarily as a result of decreased demand for NTIC’s ZERUST® products as a result of the U.S. economic recession and, to a lesser extent, due to the loss of the principal customer of React Inc., partially offset by and decreased sales of its newNTIC’s Natur-Tec™ products.additional detail regarding NTIC’s net sales by product category for the three months ended November 30,May 31, 2009 and May 31, 2008 and 2007:by segment:
2009
2008
Change
Change14Table of ContentsThe following table sets forth NTIC’s net sales for the nine months ended May 31, 2009 and May 31, 2008 by segment:
2008
2007
Change
Change
2009
2008
Change
Changeincreased 9.5%decreased 51.7% and 22.9% for the three months and nine months ended November 30, 2008May 31, 2009, respectively, compared to the same periodrespective periods in November 2007fiscal 2008 primarily as a result of the significant increasedecrease in sales of Natur-Tec™NTIC’s ZERUST® products sales as a percentageand the loss of total sales during the three months ended November 30, 2008 compared to the three months ended November 30, 2007, which sales were sold at lower margins than NTIC’s ZERUST® products.principal customer of React Inc. Cost of salesgoods sold as a percentage of net sales also increasedchanged to 70.1%59.5% and 66.5% for the three and nine months ended November 30, 2008May 31, 2009, respectively, compared to 60.0%63.0% and 60.1% in the same periodrespective periods in November 2007fiscal 2008 primarily as a result of the difference in marginsreductions in the raw material costs, offset partially by smaller profit margins realized by sales of NTIC’s Natur-Tec™ products compared to sales of NTIC’s ZERUST® products.10.4%27.8% for the three months ended November 30,May 31, 2009 compared to the same period in fiscal 2008 due to decreases in (i) salaries of $58,000, (ii) consulting expense of $23,000, (iii) travel related expenses of $35,000 and (iv) commissions of $65,000. NTIC’s selling expenses decreased 20.3% for the nine months ended May 31, 2009 compared the same period in fiscal 2008 due to decreases in i)(i) salaries of $110,000, (ii) consulting expense of $31,000 ii) HR hiring fees of $35,000 and iii)$61,000, (iii) commissions of $39,000.$55,000 and (iv) travel related expenses of $89,000. Selling expenses as a percentage of net sales decreased by a negligible amount.increased to 34.5% and 28.8% during the three and nine months ended May 31, 2009, respectively, from 24.5% and 25.4% during the same respective periods in fiscal 2008, due to the decrease in net sales.a negligible amount for14.7% during the three months ended November 30, 2008May 31, 2009 compared to the same period in fiscal 2008.2008 due to decreases in (i) audit and tax expense of $19,000 (ii) general expenses associated with React-NTI of $60,000 (iii) travel related expenses of $20,000 and (iv) salaries of $45,000. Additionally, during the three months ended May 31, 2009, NTIC derecognized previously recorded trade payables of $320,000 as a result of negotiations between NTIC and its vendor. NTIC’s general and administrative expenses decreased by 14.2% during the nine months ended May 31, 2009 compared to the same period in fiscal 2008 due to decreases in (i) audit and tax expense of $74,000 (ii) general expenses associatedby a negligible amount.to 35.8% and 32.7% during the three and nine months ended May 31, 2009, respectively, from 21.5% and 26.7% during the same respective periods in fiscal 2008, due to the decrease in net sales. NTIC includes expenses in general and administrative expenses that provide benefit to the various joint ventures in addition to providing benefit to NTIC’s North American operations, including specifically, expenses associated with information technology, general insurance, executive and non-executive salary, bonus and benefits, building expenses, audit and tax and directors fees.89.4% forby 57.6% and 64.2% during the three and nine months ended November 30, 2008May 31, 2009, respectively, compared to the same periodrespective periods in fiscal 2008 primarily as a result of a change in the allocation of these expenses to sales activities. As a percentage of net sales, lab and technical support expenses decreased to 0.2% forwere relatively immaterial during the three and nine months ended November 30, 2008 compared toMay 31, 2009 as well as during the same periodrespective periods in fiscal 2008.in for the three and nine months ended November 30, 2008May 31, 2009 and the same periodrespective periods in fiscal 2008, excluding React-NTI LLC, were as follows:
2008
2007
2009
2008
2009
2008$1,320,719$821,810 and $2,760,379 in the three and nine months ended November 30, 2008May 31, 2009, respectively, compared to $1,393,795$1,517,428 and $4,537,855 during the same periodrespective periods in fiscal 2008, a decrease of 5.2%.45.8% and 39.2%, respectively. The decrease in fees for technical and other support to its corporate joint ventures was due to152009 or 2010. There was no deferred income recorded within other accrued liabilities during the three and nine months ended November 30, 2008May 31, 2009 related to this future conference,conference; however, $288,000 has been accrued over the past three fiscal years. The costs associated with these joint venture conferences are offset against the deferral as incurred, generally in the period in which the conference is held and immediately before.$1,178,034$880,168 and $3,375,230 during the three and nine months ended November 30, 2008May 31, 2009, respectively, compared to $1,239,175 in$1,412,582 and $3,837,266 during the same periodrespective periods in fiscal 2008, a decrease of 4.9%. The decrease in direct expenses incurred relating to NTIC’s corporate joint ventures37.7% and holding companies during the three months ended November 30, 2008 compared12.0%, respectively. These decreases were primarily attributable to the three months ended November 30, 2007 was attributable to decreasescost cutting measures that were put in place in the third quarter of (i) consulting expense of $46,000, (ii) miscellaneous expense of $54,000, partially offset by increases in (i) expenses related to employee wages of $30,000. As a percentage of net sales, direct expenses incurred relating to NTIC’s corporate joint ventures and holding companies increased by an immaterial amount for the period ended November 30, 2008 compared to November 30, 2007.fiscal 2009.$658,766($6,838) and $650,900 during the three and nine months ended November 30, 2008 asMay 31, 2009, respectively, compared to $1,054,682$1,139,140 and $3,006,996 during the three months ended November 30, 2007.same respective periods in fiscal 2008. The decrease in equity in income wasThese decreases were due primarily to the decrease in sales from theNTIC’s corporate joint ventures as a whole due to the global economic slowdownrecession, as well as fluctuations in the foreign currency exchange rate of the U.S. dollar compared to other currencies in which NTIC’s joint ventures conduct business.slightly to $445$6,508 and $7,828 during the three and nine months ended November 30, 2008May 31, 2009, respectively, compared to $495$22,227 and $23,196 for the same periodrespective periods in fiscal 2008 due to lower average invested cash balances during the most recent period.periods.$31,898$27,933 and $102,271 during the three and nine months ended November 30, 2008May 31, 2009, respectively, compared to $31,523$21,757 and $93,872 for the same periodrespective periods in fiscal 2008 due to higher average outstanding debt levels during the most recent period.periods.Income(Loss) income before income tax expense decreased to $45,886($594,679) and ($2,516,484) during the three and nine months ended November 30, 2008May 31, 2009, respectively, compared to $736,196$936,148 and $2,521,034 for the same periodrespective periods in fiscal 2008.$33,00044,000 and ($377,000) during the three and nine months ended November 30, 2008May 31, 2009, respectively, compared to $78,000$148,000 and $415,000 in the same periodrespective periods in fiscal 2008. Income tax (benefit) expense was calculated based on management’s estimate of NTIC’s annual effective income tax rate. NTIC’s annual effective income tax rate during the three and nine months ended November 30,May 31, 2009 and May 31, 2008 and 2007 was lower than the statutory rate primarily due to NTIC’s equity in income of corporate joint ventures being recognized based on after-tax earnings of these entities. To the extent joint ventures’ undistributed earnings are distributed to NTIC, it is not expected to result in any material additional income tax liability after the application of foreign tax credits.16November 30, 2008,May 31, 2009, NTIC’s working capital was $6,625,943,$4,915,140, including $456,505$141,639 in cash and cash equivalents, compared to working capital of $4,941,371, including $260,460 in cash and cash equivalents, as of August 31, 2008.November 30, 2008,May 31, 2009, the interest rate was 3.41%2.57%. Interest is payable in arrears on the 15th day of each month and on demand. As of November 30, 2008,May 31, 2009, NTIC had no$963,000 in borrowings under its $2,300,000 demand line of credit. As of November 30, 2008, $600,000 was committed under the demand line of credit to cover a letter of credit.iscontinues to spend resources in the processfurtherance of expanding its product line to include additionalemerging businesses — its biodegradable and compostable plastics products and processmarketed under the Natur-Tec™ brand, its technology and machinery that converts plastic waste into crude oildiesel, gasoline and heavy fractions and the application of its corrosion inhibiting technology into the oil and gas industry. During the remainder of fiscal 2009, NTIC expects to invest additional research and development and marketing efforts and resources into these emerging businesses, product lines and markets. 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 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.operationsoperating activities for the threenine months ended November 30, 2008May 31, 2009 was $630,858,$1,561,466, which resulted principally from NTIC’s net loss, equity income of corporate joint ventures, increases in joint venture trade receivables, technical and income tax receivables, prepaid expenses and decreases in accounts payable and accrued liabilities, partially offset by net income,decreases in trade receivables excluding joint venture royalty receivables, inventory,ventures and inventories, the loss on the impairment of assets and depreciation and amortization expense and an increase in accounts payable.expense. Cash flows used in operations for the threenine months ended November 30, 2007May $905,868,$1,587,352, which resulted principally from the equity in income fromof corporate joint ventures, gain on sale of assets,increases in technical and other services receivables, inventories and prepaid expenses and decreases in accounts payable and accrued liabilities and increases in inventories and prepaid expenses,being offset by net income, depreciation and amortization expense, and decreases in trade receivables and income tax receivables.increases in accrued liabilities.threenine months ended November 30, 2008May 31, 2009 was $1,959,700$1,418,472, which was comprised of dividends received from corporate joint ventures, decrease in other assets, partially offset by additions to property and equipment and investments in patents. Net cash used inprovided by investing activities for the threenine months ended November 30, 2007May 31, 2008 was $20,419,$1,501,762 which resulted from loans made, investments in joint ventures and additions to property and equipment, offset bywas comprised of dividends received from corporate joint ventures and the sale of a joint venture.venture, offset by additions to property and equipment, loans made and investment in joint ventures.used inprovided by financing activities for the threenine months ended November 30, 2008May 31, 2009 was $1,132,798,$24,147, which resulted primarily from bank overdrafts and repayments to the demand line of credit and principal payments on the bank loan for NTIC’s corporate headquarters building.building, offset by borrowings made under the demand line of credit. Net cash provided by financing activities for the threenine months ended November 30, 2007May 31, 2008 was $807,418,$260,085, which resulted primarily from borrowings under the demand line of credit, bank overdrafts and proceeds from NTIC’s employee stock purchase plan and bank overdrafts, offset by principal payments on the bank loan for NTIC’s corporate headquarters building.November 30, 2008,May 31, 2009, except for a lease agreement entered into by NTI Facilities, Inc., a subsidiary of NTIC, for approximately 16,99417November 30, 2008,May 28, 2009, NTIC had no$963,000 of borrowings under its $2,300,000 demand line of credit.18credit. As of November 30, 2008, $600,000 was committed under the demand line of credit to cover a letter of credit.See Note 2 to NTIC’s consolidatedIn June 2009, the Financial Accounting Standards Board (FASB) issued FASB Statement No. 168, “The FASB Accounting Standards Codification™ and the Hierarchy of Generally Accepted Accounting Principles, a replacement of FASB Statement No. 162”. This Statement identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles in the United States. The objective of this Statement is to replace Statement 162 and to establish the FASB Accounting Standards Codification TM (Codification) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP. Rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. The Company does not believe that the adoption of SFAS 168 will have a discussionmaterial effect on its results of recentoperations, financial position or cash flows.pronouncements.purposes. Therefore, formerly qualifying special-purpose entities (as defined under previous accounting1922NTICNTIC’s three emerging new businesses;2023Table of Contents
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 4. CONTROLS AND PROCEDURES
November 30, 2008May 31, 2009 that has materially affected, or is reasonably likely to materially affect NTIC’s internal control over financial reporting.PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
ITEM 1A. RISK FACTORS
2124ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
November 30, 2008,May 31, 2009, 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.November 30, 2008,May 31, 2009, NTIC did not purchase any shares of its common stock or other equity securities of NTIC.ITEM 3. DEFAULTS UPON SENIOR SECURITIES
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
ITEM 5. OTHER INFORMATION
ITEM 6. EXHIBITS
3.1Amended and Restated Bylaws of Northern Technologies International Corporation (Incorporated by reference to Exhibit 3.1 to NTIC’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on November 24, 2008 (File No. 001-11038))FormAgreement dated as of Indemnification AgreementMay 5, 2009 between Northern Technologies International Corporation and its Directors and Officers (incorporatedDAK Engineering, LLC (Incorporated by reference to Exhibit 10.1 to NTIC’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on November 24, 2008May 7, 2009 (File No. 001-11038))2225Table of Contents
SIGNATURES
JanuaryJuly 14, 2009
Sign on Behalf of the Registrant)2326
QUARTERLY REPORT ON FORM 10-QEXHIBIT INDEX
No.
Description
Method of Filing3.1Amended and Restated Bylaws of Northern Technologies International CorporationIncorporated by reference to Exhibit 3.1 to NTIC’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on November 24, 2008 (File No. 001-11038)FormAgreement dated as of Indemnification AgreementMay 5, 2009 between Northern Technologies International Corporation and its Directors and OfficersDAK Engineering, LLCNovember 24, 2008May 7, 2009 (File No. 001-11038)2427