SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
Quarterly Report Pursuant to Section 13 or 15 (d) of
The Securities Exchange Act of 1934
For the Quarterly Period Ended: Commission File Number
November 30, 2000 1-11038
NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 41-0857886
(State of Incorporation) (I.R.S. Employer Identification Number)
6680 N. Highway 49, Lino Lakes, MN 55014
(Address of principal executive offices)
(651) 784-1250
(Registrant's telephone number)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the Registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES _X_ NO ___
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding as of December 31, 2000
----- -----------------------------------
Common Stock, $.02 par value 3,796,951
"This document consists of 12 pages.
No exhibits are being filed."
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PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
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<TABLE>
<CAPTION>
NOVEMBER 30, AUGUST 31,
2000 2000
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 3,565,043 $ 3,840,057
Receivables:
Trade, less allowance for doubtful accounts of $36,000 and $30,000, respectively 1,535,059 1,390,264
International corporate joint ventures 576,877 608,136
Inventories 921,880 929,661
Prepaid expenses and other 50,402 51,066
Deferred income taxes 220,000 220,000
------------ ------------
Total current assets 6,869,261 7,039,184
PROPERTY AND EQUIPMENT, net 1,298,562 1,219,189
OTHER ASSETS:
Investments in international corporate joint ventures 3,492,335 3,602,692
Investment in European holding company 196,641 243,598
Deferred income taxes 310,000 310,000
Other 770,771 703,631
------------ ------------
4,769,747 4,859,921
------------ ------------
$ 12,937,570 $ 13,118,294
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 100,789 $ 221,236
Income taxes payable 36,810 313,806
Dividends payable 644,972 -
Accrued liabilities:
Payroll and related benefits 176,945 224,445
Other 182,240 201,003
------------ ------------
Total current liabilities 1,141,756 960,490
DEFERRED GROSS PROFIT 50,000 50,000
STOCKHOLDERS' EQUITY:
Preferred stock, no par value, authorized 10,000 shares, none issued
Common stock, $.02 par value per share; authorized 10,000,000 shares;
issued and outstanding 3,796,951 and 3,803,118, respectively 75,939 76,062
Additional paid-in capital 4,533,482 4,532,550
Retained earnings 7,849,205 8,093,286
Accumulated other comprehensive loss (see Note 7) (712,812) (594,094)
------------ ------------
Total stockholders' equity 11,745,814 12,107,804
------------ ------------
$ 12,937,570 $ 13,118,294
============ ============
</TABLE>
See notes to financial statements.
2
<PAGE>
NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
THREE MONTHS ENDED NOVEMBER 30, 2000 AND 1999
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<TABLE>
<CAPTION>
2000 1999
<S> <C> <C>
SALES $ 2,500,312 $ 2,831,864
COST OF GOODS SOLD 1,288,410 1,348,520
------------- --------------
GROSS PROFIT 1,211,902 1,483,344
OPERATING EXPENSES:
Selling 434,646 451,409
General and administrative 512,346 679,798
Research, engineering, and technical support 156,848 115,173
------------- --------------
1,103,840 1,246,380
------------- --------------
OPERATING INCOME 108,062 236,964
INTERNATIONAL CORPORATE JOINT VENTURES AND
EUROPEAN HOLDING COMPANY:
Equity in income of international corporate joint ventures and
European holding company 92,754 159,317
Fees for technical support and other service provided to
international corporate joint ventures 601,605 696,572
Expenses incurred in support of international corporate joint ventures (186,288) (163,979)
------------- --------------
508,071 691,910
INTEREST INCOME 38,393 34,917
------------- --------------
INCOME BEFORE INCOME TAXES 654,526 963,791
INCOME TAXES 200,000 290,000
------------- --------------
NET INCOME $ 454,526 $ 673,791
============= =============
NET INCOME PER SHARE:
Basic $ .12 $ .17
============= ==============
Diluted $ .12 $ .17
============= ==============
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic 3,796,175 3,867,379
============= ==============
Diluted 3,804,058 3,870,919
============= ==============
</TABLE>
See notes to financial statements.
3
<PAGE>
NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
THREE MONTHS ENDED NOVEMBER 30, 2000 AND 1999
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
2000 1999
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 454,526 $ 673,791
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation 52,371 37,379
Equity in income of international corporate joint ventures and
European holding company (92,754) (159,317)
Dividends received from international corporate joint ventures 226,660 362,549
Change in current assets and liabilities:
Receivables:
Trade (144,795) (239,736)
International corporate joint ventures 31,259 (130,206)
Income tax receivable - (175,412)
Inventories 7,781 (59,846)
Prepaid expenses and other (19,519) (7,102)
Accounts payable (120,447) (2,552)
Income taxes payable (276,996) (307,188)
Accrued liabilities (66,263) 100,492
------------- --------------
Total adjustments (402,703) (580,939)
------------- --------------
Net cash provided by operating activities 51,823 92,852
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in international corporate joint ventures (142,267) (50,000)
Additions to property (131,744) (64,332)
Increase in other assets - (56,661)
------------- --------------
Net cash used in investing activities (274,011) (170,993)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repurchase of common stock (72,825) -
Issuance of common stock 19,999 8,332
------------- --------------
Net cash (used in) provided by financing activities (52,826) 8,332
------------- --------------
NET DECREASE IN CASH AND CASH EQUIVALENTS (275,014) (69,809)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 3,840,057 2,750,209
------------- --------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 3,565,043 $ 2,680,400
============= ==============
</TABLE>
See notes to financial statements.
4
<PAGE>
NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE MONTHS ENDED NOVEMBER 30, 2000 AND 1999
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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, to present fairly the consolidated financial
position of Northern Technologies International Corporation and
Subsidiaries as of November 30, 2000 and the results of their operations
and their cash flows for the three months ended November 30, 2000 and
1999, in conformity with generally accepted accounting principles.
These financial statements should be read in conjunction with the
financial statements and related notes as of and for the year ended
August 31, 2000 contained in the Company's filing on Form 10-KSB dated
November 17, 2000 and with Management's Discussion and Analysis of
Financial Condition and Results of Operations appearing on pages 8
through 10 of this quarterly report.
2. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
On September 1, 2000, the Company adopted Statement of Financial
Accounting Standards (SFAS) No. 133, ACCOUNTING FOR DERIVATIVE
INSTRUMENTS AND HEDGING ACTIVITIES. SFAS No. 133 requires companies to
record derivatives on the balance sheet as assets and liabilities,
measured at fair value. Gains or losses resulting from changes in the
values of those derivatives would be accounted for depending on the use
of the derivative and whether it qualifies for hedge accounting.
Implementation of SFAS No. 133 did not have a material impact on the
Company's financial position or the results of its operations.
In December 1999, the Securities and Exchange Commission released Staff
Accounting Bulletin (SAB) No. 101 that provides the staff's views in
applying generally accepted accounting principles to selected revenue
recognition issues. The Company is required to modify its revenue
recognition policy to comply with SAB No. 101, as amended, no later than
August 31, 2001. Management has not yet determined the effects of SAB No.
101 will have on the Company's financial position or the results of its
operations.
3. INVENTORIES
Inventories consist of the following:
November 30, August 31,
2000 2000
Production materials $ 230,434 $ 267,175
Work in process 19,991 23,947
Finished goods 671,455 638,539
----------- -----------
$ 921,880 $ 929,661
=========== ===========
5
<PAGE>
4. PROPERTY AND EQUIPMENT
Property and equipment consist of the following:
November 30, August 31,
2000 2000
Land $ 246,097 $ 246,097
Buildings and improvements 1,217,363 1,180,938
Machinery and equipment 1,264,131 1,168,812
------------- --------------
2,727,591 2,595,847
Less accumulated depreciation 1,429,029 1,376,658
------------- --------------
$ 1,298,562 $ 1,219,189
============= ==============
5. INVESTMENT IN INTERATIONAL CORPORATE JOINT VENTURES
During the three months ended November 30, 2000, the Company invested an
additional $142,267 in existing international corporate joint ventures.
6. STOCKHOLDERS' EQUITY
During the three months ended November 30, 2000, stock options for the
purchase of 3,333 shares of the Company's common stock were exercised at
prices between $5.00 and $6.25 per share.
During the three months ended November 30, 2000, the Company acquired
and retired 9,500 shares of common stock for $72,825.
7. COMPREHENSIVE INCOME
The Company's comprehensive income were as follows:
<TABLE>
<CAPTION>
Three Months Ended
November 30
2000 1999
<S> <C> <C>
Net income $ 454,526 $ 673,791
Other comprehensive loss - foreign currency translation adjustment (118,718) (25,157)
----------- -----------
Total comprehensive income $ 335,808 $ 648,634
=========== ===========
</TABLE>
8. INCOME PER SHARE
Basic income per share is computed by dividing net income by the
weighted average number of common shares outstanding. Diluted income per
share assumes the exercise of stock options using the treasury stock
method, if dilutive.
6
<PAGE>
9. SUPPLEMENTAL CASH FLOW INFORMATION
During the three months ended November 30, 2000, the Company declared a
cash dividend of $.17 per share payable on December 15, 2000 to
shareholders of record on December 6, 2000.
During the three months ended November 30, 1999, the Company declared a
cash dividend of $.16 per share payable on December 17, 1999 to
shareholders of record on December 3, 1999.
7
<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
GENERAL - The Company conducts all foreign transactions based on the U.S.
dollar, except for its investments in foreign joint ventures. The exchange rate
differential relating to investments in foreign joint ventures is accounted for
under the requirements of SFAS No. 52.
SALES - Net sales decreased by $331,552 during the first quarter of fiscal 2001
from those in the first quarter of fiscal 2000. This decrease was due to a
decrease in demand for materials science based industrial packaging products.
The decrease was due to the slow down in the industrial sector we serve.
COST OF SALES - Cost of goods sold as a percentage of net sales was 52% for the
first quarter of fiscal 2001 compared to 48% for the first quarter of fiscal
2000. The variation is primarily due to the mix of product sales.
OPERATING EXPENSES - As a percentage of sales, total operating expenses was 44%
in the first quarters of fiscal 2001 and 2000.
Operating expense classification percentages of sales were as follows:
Three Months Ended
November 30
2000 1999
Selling 17% 16%
General and administrative 21% 24%
Research, engineering, and technical support 6% 4%
Selling expenses decreased for the first three months of fiscal 2001 as compared
to the same period in fiscal 2000 due primarily to a decrease in commissions
partially offset by increases in sales promotion expense, trade show expense,
travel expense, and employee benefit expense. Such expenses as a percentage of
net sales increased for the first three months of fiscal 2001 as compared to the
same period in fiscal 2000 due to the decreased level of sales in fiscal 2001.
General and administrative expenses decreased for the first three months of
fiscal 2001 as compared to the same period in 2000 due primarily to a decrease
in consulting fees partially offset by increases in legal expense, general
insurance expense, depreciation expense, and general office expense. Such
expenses as a percentage of sales decreased for the first three months of fiscal
2001 as compared to the same period in fiscal 2000 due to the decrease in
expenses offsetting the decreased level of sales in fiscal 2001.
Research, engineering and technical support expenses increased for the first
three months of fiscal 2001 compared to the same period in fiscal 2000 due
primarily to increases in salaries, employee benefit expense, and consulting
fees. Such expenses as a percentage of sales increased for the first three
months of fiscal 2001 as compared to the same period in fiscal 2000 due to the
increase in expenses and the decreased level of sales in fiscal 2001.
INTERNATIONAL CORPORATE JOINT VENTURES AND EUROPEAN HOLDING COMPANY - Net
earnings from international corporate joint ventures and European holding
company decreased in the first three months of fiscal 2001 to $508,071 from
$691,910 in the first three months of fiscal 2000. This net decrease is
8
<PAGE>
due to decreased sales of some of the international corporate joint ventures
resulting in a decrease in fees for technical support and other services and
higher expenses incurred by some of the international corporate joint ventures.
The decrease in net earnings is a result of the general slowing of the
industrial sector served and the strengthening of the U.S. Dollar compared to
foreign currencies.
INCOME TAXES - Income tax expense for the three months ended November 30, 2000
and 1999 was calculated based upon management's estimate of the annual effective
rates. The effective income tax rates for fiscal 2001 and 2000 are lower than
the statutory rate primarily due to equity in income of international corporate
joint ventures being recognized on an after tax basis for these entities. To the
extent the joint ventures' undistributed earnings are distributed to the
Company, it does not result in any material additional income tax liability
after the application of foreign tax credits.
LIQUIDITY AND CAPITAL RESOURCES
At November 30, 2000, the Company's working capital was $5,727,505, including
$3,565,043 in cash and cash equivalents, compared to working capital of
$6,078,694 including cash and cash equivalents of $3,840,057 as of August 31,
2000.
Net cash provided from past operations has been sufficient to meet liquidity
requirements, capital expenditures, research and development costs and expansion
of operations of the Company's international corporate joint ventures. Cash
flows from operations for the three months ended November 30, 2000 was $51,823.
The net cash flow from operations for the three months ended November 30, 2000
was principally from net income and dividends received from international
corporate joint ventures offset by equity in income of international corporate
joint ventures and European holding company and decreases in current
liabilities. Cash flows from operations for the three months ended November 30,
1999 was $92,852. The net cash flow from operations for the three months ended
November 30, 1999 resulted principally from net income and dividends received
from international corporate joint ventures offset by equity income of
international corporate joint ventures and European holding company and
increases in receivables and income tax payments.
Cash used in investing activities for the three months ended November 30, 2000
was $274,011, which resulted from investments in international corporate joint
ventures and additions to property. Cash used in investing activities for the
three months ended November 30, 1999 was $170,993, which resulted principally
from investments in corporate joint ventures, additions to property, and an
investment in a corporation owning real estate.
Cash used in financing activities for the three months ended November 30, 2000
was $52,826, which resulted from the repurchase of common stock of $72,825
offset by proceeds from the exercise of stock options of $19,999. Cash provided
by financing activities for the three months ended November 30, 1999 was $8,332,
which resulted from payments received from the exercise of stock options.
The Company expects to meet future liquidity requirements with its existing cash
and cash equivalents and from cash flows of future operating earnings and
distributions of earnings and fees for technical support and other services from
the international corporate joint venture investments.
The Company has no long-term debt and no material lease commitments at November
30, 2000, except for an office, manufacturing, laboratory, and warehouse lease
requiring monthly payments of $13,194, which can be adjusted annually according
to the annual consumer price index through November 2014.
The Company has no postretirement benefit plan and does not anticipate
establishing any post retirement benefit program.
9
<PAGE>
EURO CURRENCY ISSUE
On January 1, 1999, eleven of the fifteen member countries of the European Union
established fixed conversion rates between their respective existing currencies
and the Euro and to adopt the Euro as their common legal currency on that date
(the Euro Conversion). Following the Euro Conversion, however, the previously
existing currencies of the participating countries are scheduled to remain legal
tender in the participating countries between January 1, 1999 and January 2002.
During this transition period, public and private parties may pay for goods and
services using either the Euro or the previously existing currencies. Beginning
January 1, 2002, the participating countries will issue new Euro-denominated
bills and coins for use in cash transactions. No later than July 1, 2002, the
participating countries will withdraw all bills and coins denominated in the
previously existing currencies making Euro Conversion complete.
The Company, its international corporate joint ventures, and the European
holding company have been evaluating the potential impact the Euro Conversion to
the Euro Currency may have on their results of operations, liquidity or
financial condition. The Company has determined that expected costs for
compliance will not be material to its results of operations, liquidity,
financial condition or capital expenditures. However, significant noncompliance
by the Company's international corporate joint ventures and their customers or
suppliers could adversely impact the Company's results of operations, liquidity
or financial condition. Accordingly, until the Company completes its assessment
of the Euro Conversion impact, there can be no assurance that the Euro
Conversion will not have a material impact on the overall business operations of
the Company.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
On September 1, 2000, the Company adopted Statement of Financial Accounting
Standards (SFAS) No. 133, ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING
ACTIVITIES. SFAS No. 133 requires companies to record derivatives on the balance
sheet as assets and liabilities, measured at fair value. Gains or losses
resulting from changes in the values of those derivatives would be accounted for
depending on the use of the derivative and whether it qualifies for hedge
accounting. Implementation of SFAS No. 133 did not have a material impact on the
Company's financial position or the results of its operations.
In December 1999, the Securities and Exchange Commission released Staff
Accounting Bulletin (SAB) No. 101 that provides the staff's views in applying
generally accepted accounting principles to selected revenue recognition issues.
The Company is required to modify its revenue recognition policy to comply with
SAB No. 101, as amended, no later than August 31, 2001. Management has not yet
determined the effects of SAB No. 101 will have on the Company's financial
position or the results of its operations.
10
<PAGE>
PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
None
ITEM 2 - CHANGES IN SECURITIES
None
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5 - OTHER INFORMATION
None
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
None
11
<PAGE>
SIGNATURES
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
January 12, 2001 /s/ Matjaz Korosec
---------------------------
Matjaz Korosec
Chief Financial Officer
12
