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NORTHERN TECHNOLOGIES INTERNATIONAL CORP

For the period ended May 31, 2024. Filed Jul 11, 2024.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

May 31, 2024 · Filed Jul 11, 2024

NTIC$7.45-1.7%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2024-02-29; filed 2024-04-11.

0001171843-24-001955

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2024-05-31; filed 2024-07-11.

0001171843-24-003883

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 78 previous paragraphs and 81 current paragraphs.

38 unchanged; 40 reworded; 1 added; 0 removed; 0 previous and 2 current paragraphs rearranged.

Tables are not compared: 48 previous and 48 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (1)
Reworded paragraphs (40)

Previous wording

One of NTIC’s strategic initiatives is to expand into and penetrate other markets for its ZERUST® corrosion prevention technologies. Consequently, for the past several years, NTIC has focused significant sales and marketing efforts on the oil and gas industry, as the infrastructure that supports that industry is typically constructed using metals that are highly susceptible to corrosion. NTIC believes that its ZERUST® corrosion prevention solutions will minimize maintenance downtime on critical oil and gas industry infrastructure, extend the life of such infrastructure, and reduce the risk of environmental pollution due to leaks caused by corrosion. NTIC markets and sells its ZERUST® rust and corrosion prevention solutions to customers in the oil and gas industry in a continuously increasing number of countries either directly, through its subsidiaries, or through its joint venture partners and other strategic partners. The sale of ZERUST® corrosion prevention solutions to customers in the oil and gas industry typically involves long sales cycles, often including multi-year trial periods with each customer and a slow integration process thereafter.

Current wording

One of NTIC’s strategic initiatives is to expand into and penetrate other markets for its ZERUST® corrosion prevention technologies. Consequently, for the past several years, NTIC has focused significant sales and marketing efforts on the oil and gas industry, as the infrastructure that supports that industry is typically constructed using metals that are highly susceptible to corrosion. NTIC believes that its ZERUST® corrosion prevention solutions will minimize maintenance downtime on critical oil and gas industry infrastructure, extend the life of such infrastructure, and reduce the risk of environmental pollution due to leaks caused by corrosion.

Previous wording

Highlights of NTIC’s financial results for the three and six months ended February 29, 2024 include the following, with increases or decreases in each case as compared to the respective prior fiscal year quarterly period:

Current wording

Highlights of NTIC’s financial results for the three and nine months ended May 31, 2024 include the following, with increases or decreases in each case as compared to the respective prior fiscal year quarterly period:

Previous wording

The following table sets forth NTIC’s results of operations for the three and six months ended February 29, 2024 and February 28, 2023.

Current wording

The following table sets forth NTIC’s results of operations for the three and nine months ended May 31, 2024 and 2023.

Previous wording

Net Sales. NTIC’s consolidated net sales increased 14.1% and 7.3% to $20,842,538 and $41,024,213 during the three and six months ended February 29, 2024, respectively, compared to the three and six months ended February 28, 2023. These increases were primarily as a result of an increase in sales and demand for Natur-Tec® and ZERUST® oil and gas products and stable sales of and demand for ZERUST® industrial products.

Current wording

Net Sales. NTIC’s consolidated net sales decreased 1.4% during the three months ended May 31, 2024 compared to the three months ended May 31, 2023 primarily due to decreases in demand for ZERUST® products. NTIC’s consolidated net sales increased 4.3% during the three months ended May 31, 2024 compared to the three and nine months ended May 31, 2023. This increase was primarily as a result of an increase in sales and demand for Natur-Tec® partially offset by decreases in ZERUST® products.

Previous wording

The following table sets forth NTIC’s net sales by product segment for the three and six months ended February 29, 2024 and February 28, 2023:

Current wording

The following table sets forth NTIC’s net sales by product segment for the three and nine months ended May 31, 2024 and 2023:

Previous wording

During the three and six months ended February 29, 2024, 73.0% and 74.6% of NTIC’s consolidated net sales, respectively, were derived from sales of ZERUST® products and services, which increased 5.3% and 2.7% to $15,218,095 and $30,623,840, respectively, compared to $14,458,747 and $29,828,748 during the three and six months ended February 28, 2023, respectively. These increases were primarily a result of increased demand in North America of both ZERUST® industrial and ZERUST® oil and gas products.

Current wording

During the three and nine months ended May 31, 2024, 71.7% and 73.7% of NTIC’s consolidated net sales, respectively, were derived from sales of ZERUST® products and services, which decreased 7.8% and 1.0% to $14,837,235 and $45,461,075, respectively, compared to $16,100,674 and $45,929,422 during the three and nine months ended May 31, 2023, respectively. These increases were primarily a result of decreased demand in North America of both ZERUST® industrial and ZERUST® oil and gas products.

Previous wording

The following table sets forth NTIC’s net sales of ZERUST® products for the three and six months ended February 29, 2024 and February 28, 2023:

Current wording

The following table sets forth NTIC’s net sales of ZERUST® products for the three and nine months ended May 31, 2024 and 2023:

Previous wording

NTIC’s total ZERUST® net sales increased during the three and six months ended February 29, 2024, compared to the prior fiscal year periods, primarily due to increased demand in North American both ZERUST® industrial business and ZERUST® oil and gas business. Overall, demand for ZERUST® products and services depends heavily on the overall health of the markets in which NTIC sells its products, including the automotive, oil and gas, agriculture, and mining markets, in particular.

Current wording

NTIC’s total ZERUST® net sales decreased during the three and nine months ended May 31, 2024, compared to the prior fiscal year periods, primarily due to decreased demand in North American both ZERUST® industrial business and ZERUST® oil and gas business. Overall, demand for ZERUST® products and services depends heavily on the overall health of the markets in which NTIC sells its products, including the automotive, oil and gas, agriculture, and mining markets, in particular.

Previous wording

ZERUST® oil and gas net sales increased 20.1% and 7.1% during the three and six months ended February 29, 2024 compared to the prior fiscal year periods primarily as a result of increased demand in markets in which NTIC sells its products. NTIC anticipates that its sales of ZERUST® products and services to the oil and gas industry will continue to remain subject to significant volatility from quarter to quarter as sales are recognized. Demand for oil and gas products around the world depends primarily on market acceptance and the reach of NTIC’s distribution network. Because of the typical size of individual orders and overall size of NTIC’s net sales derived from sales of oil and gas products, the timing of one or more orders can materially affect NTIC’s quarterly sales compared to prior fiscal year quarters.

Current wording

ZERUST® oil and gas net sales decreased 31.9% and 7.3% during the three and nine months ended May 31, 2023 compared to the prior fiscal year periods primarily as a result of decreased demand in markets in which NTIC sells its products and the timing of delivery of products. NTIC anticipates that its sales of ZERUST® products and services to the oil and gas industry will continue to remain subject to significant volatility from quarter to quarter as sales are recognized. Demand for oil and gas products around the world depends primarily on market acceptance and the reach of NTIC’s distribution network. Because of the typical size of individual orders and overall size of NTIC’s net sales derived from sales of oil and gas products, the timing of one or more orders can materially affect NTIC’s quarterly sales compared to prior fiscal year quarters.

Previous wording

During the three and six months ended February 29, 2024, 27.0% and 25.4% of NTIC’s consolidated net sales were derived from sales of Natur-Tec® products, compared to 20.9% and 22.0% during the three and six months ended February 28, 2023, respectively. Sales of Natur-Tec® products increased 47.5% and 23.9% to $5,624,443 and $10,400,373 during the three and six months ended February 29, 2024, respectively, compared $3,812,078 and $8,394,843 during the three and six months ended February 28, 2023 as a result of increased global demand. The demand for Natur-Tec® products in most markets has returned to pre-pandemic levels; however, there are lingering effects of COVID-19 in the apparel industry, as well as corporate office complexes.

Current wording

During the three and nine months ended May 31, 2024, 28.3% and 26.3% of NTIC’s consolidated net sales, respectively, were derived from sales of Natur-Tec® products, compared to 23.2% and 22.4% during the three and nine months ended May 31, 2023, respectively. Sales of Natur-Tec® products increased 20.1% and 22.5% to $5,848,962 and $16,249,335 during the three and nine months ended May 31, 2024, respectively, compared to $4,869,052 and $13,263,895 during the three and nine months ended May 31, 2023, respectively, as a result of increased global demand. The demand for Natur-Tec® products in most markets has returned to pre-pandemic levels; however, there are lingering effects of COVID-19 in the apparel industry as well as corporate office complexes.

Previous wording

Cost of Goods Sold. Cost of goods sold increased 4.5% and decreased 0.8% for the three and six months ended February 29, 2024, respectively, compared to the three and six months ended February 28, 2023 primarily as a result of lower raw material prices overall. Cost of goods sold as a percentage of net sales decreased to 60.0% and 61.8% for the three and six months ended February 29, 2024, respectively, compared to 65.5% and 66.9% for the three and six months ended February 28, 2028, respectively, primarily as a result of these lower raw material prices and the insourcing of various production of products. NTIC has taken certain actions to address inflationary pressures and pass on related cost increases to its customers and some improvements from these actions, as well as improvements in gross margin, were realized during the six months ended February 29, 2024.

Current wording

Cost of Goods Sold. Cost of goods sold decreased 4.5% and 2.1% for the three and nine months ended May 31, 2024, respectively, compared to the three and nine months ended May 31, 2023 primarily as a result of lower raw material prices overall. Cost of goods sold as a percentage of net sales decreased to 61.8% for each of the three and nine months ended May 31, 2024, compared to 63.9% and 65.8% during the three and nine months ended May 31, 2023, respectively, primarily as a result of these lower raw material prices and the insourcing of various finished goods production. NTIC has taken certain actions to address inflationary pressures and pass on related cost increases to its customers and some improvements from these actions, as well as improvements in gross margin, were realized during the nine months ended May 31, 2024.

Previous wording

Equity in Income from Joint Ventures. NTIC’s equity in income from joint ventures increased 4.4% during the three months ended February 29, 2024 to $1,177,990 compared to $1,128,731 was to primarily due to efforts to enhance profitability at the Company’s joint ventures, partially offset by lower joint venture sales. NTIC’s equity in income from joint ventures decreased 1.6% during the six months ended February 29, 2024 to $2,280,231 compared to $2,318,135 during the six months ended February 28, 2023 primarily due to a decrease in net income at NTIC’s joint venture in Germany, partially offset by increases at the majority of the other joint ventures. NTIC’s equity in income from joint ventures fluctuates based on net sales and profitability of the joint ventures during the respective periods. Of the total equity in income from joint ventures, NTIC had equity in income from joint ventures of $1,204,335 attributable to EXCOR during the six months ended February 29, 2024, compared to $1,547,944 attributable to EXCOR during the six months ended February 28, 2023. These decreases were primarily a result of a decrease in net sales by EXCOR compared to the same prior year fiscal periods, due primarily to the loss of a customer and softer demand within the region related to higher energy prices and other externalities linked to the war between Ukraine and Russia. NTIC had equity in income from all other joint ventures of $1,075,896 during the six months ended February 29, 2024, compared to $770,191 during the six months ended February 28, 2023.

Current wording

Equity in Income from Joint Ventures. NTIC’s equity in income from joint ventures increased 3.7% and 0.3% during the three and nine months ended May 31, 2024 to $1,396,731 and 3,676,962, respectively, compared to $1,346,658 and 3,664,793, respectively, primarily due to efforts to enhance profitability at the Company’s joint ventures, partially offset by a decrease in net income at NTIC’s joint venture in Germany. NTIC’s equity in income from joint ventures fluctuates based on net sales and profitability of the joint ventures during the respective periods. Of the total equity in income from joint ventures, NTIC had equity in income from joint ventures of $2,015,734 attributable to EXCOR during the nine months ended May 31, 2024, compared to $2,376,575 attributable to EXCOR during the nine months ended May 31, 2023. These decreases were primarily a result of a decrease in net sales by EXCOR compared to the same prior year fiscal periods, primarily due to the loss of a customer and softer demand within the region related to higher energy prices and other externalities linked to the war between Ukraine and Russia. NTIC had equity in income from all other joint ventures of $1,661,227 during the nine months ended May 31, 2024, compared to $1,288,218 during the nine months ended May 31, 2023.

Previous wording

Fees for Services Provided to Joint Ventures. NTIC recognized fee income for services provided to joint ventures of $1,303,059 and $2,552,017 during the three and six months ended February 29, 2024, respectively, compared to $1,252,746 and $2,434,551 during the three and six months ended February 28, 2023, respectively, representing increases of 4.0% and 4.8%, respectively. Fee income for services provided to joint ventures is traditionally a function of the sales made by NTIC’s joint ventures; however, at various joint ventures, the fee income for services is a fixed amount that does not fluctuate with the change in sales that was experienced by certain joint ventures during the three and six months ended February 29, 2024. Total net sales of NTIC’s joint ventures decreased 7.9% and 6.3% to $23,479,980 and $47,040,641 during the three and six months ended February 29, 2024, respectively, compared to $25,482,590 and $50,212,879 during the three and six months ended February 28, 2023, respectively. These decreases were primarily a result of decreased demand during the three and six months ended February 29, 2024 at NTIC’s joint venture in Germany due primarily to the loss of a customer and softer demand within the region, as described above. Net sales of NTIC’s joint ventures are not included in NTIC’s product sales and are not included in NTIC’s consolidated financial statements. Of the total fee income for services provided to joint ventures, fees of $412,383 were attributable to EXCOR during the six months ended February 29, 2024, compared to $396,792 attributable to EXCOR during the six months ended February 28, 2023.

Current wording

Fees for Services Provided to Joint Ventures. NTIC recognized fee income for services provided to joint ventures of $1,212,497 and $3,764,514 during the three and nine months ended May 31, 2024, respectively, compared to $1,361,311 and $3,795,862 during the three and nine months ended May 31, 2023, respectively, representing decreases of 10.9% and 0.8%, respectively. Fee income for services provided to joint ventures is traditionally a function of the sales made by NTIC’s joint ventures; however, at various joint ventures, the fee income for services is a fixed amount that does not fluctuate with the change in sales that was experienced by certain joint ventures during the three and nine months ended May 31, 2024. Total net sales of NTIC’s joint ventures decreased 2.7% and 5.1% to $25,602,072 and $72,642,714 during the three and nine months ended May 31, 2024, respectively, compared to $26,312,548 and $76,525,427 during the three and nine months ended May 31, 2023, respectively. These decreases were primarily a result of decreased demand during the three and nine months ended May 31, 2024 at NTIC’s joint venture in Germany primarily due to the loss of a customer and softer demand within the region, as described above. Net sales of NTIC’s joint ventures are not included in NTIC’s product sales and are not included in NTIC’s consolidated financial statements. Of the total fee income for services provided to joint ventures, fees of $618,236 were attributable to EXCOR during the nine months ended May 31, 2024, compared to $606,189 attributable to EXCOR during the nine months ended May 31, 2023.

Previous wording

Selling Expenses. NTIC’s selling expenses increased 15.0% and 10.1% for the three and six months ended February 29, 2024, respectively, compared to the same respective periods in fiscal 2023 due primarily to an increase in personnel expense during the current fiscal year period compared to the same prior fiscal year periods. Selling expenses as a percentage of net sales increased to 19.7% and 19.1% for the three and six months ended February 29, 2024, respectively, from 19.7% and 18.6% for the three and six months ended February 28, 2023, respectively, primarily due to the increased selling expenses as noted above.

Current wording

Selling Expenses. NTIC’s selling expenses increased 8.7% and 9.6% for the three and nine months ended May 31, 2024, respectively, compared to the same respective periods in fiscal 2023 primarily due to an increase in personnel expense during the current fiscal year period compared to the same prior fiscal year periods. Selling expenses as a percentage of net sales increased to 20.5% and 19.5% for the three and nine months ended May 31, 2024, respectively, from 18.6% and 18.6% for the three and nine months ended May 31, 2023, respectively, primarily due to the increased selling expenses as noted above.

Previous wording

General and Administrative Expenses. NTIC’s general and administrative expenses increased 3.3% and 7.8% for the three and six months ended February 29, 2024, respectively, compared to the same respective periods in fiscal 2023 primarily due to increased professional services and travel and personnel expenses during the current fiscal year periods compared to the same prior fiscal year periods. As a percentage of net sales, general and administrative expenses decreased to 15.5% and increased to 16.5% for the three and six months ended February 29, 2024, respectively, from 17.2% and 16.4% for the same respective periods in fiscal 2023 primarily due to the changes in general and administrative expenses, as noted above.

Current wording

General and Administrative Expenses. NTIC’s general and administrative expenses increased 9.2% and 8.3% for the three and nine months ended May 31, 2024, respectively, compared to the same respective periods in fiscal 2023 primarily due to increased professional services and travel and personnel expenses during the current fiscal year periods compared to the same prior fiscal year periods. As a percentage of net sales, general and administrative expenses increased to 16.9% and 16.6% for the three and nine months ended May 31, 2024, respectively, from 15.3% and 16.0% for the same respective periods in fiscal 2023 primarily due to the changes in general and administrative expenses, as noted above.

Previous wording

Research and Development Expenses. NTIC’s research and development expenses increased 8.9% and decreased 2.1% for the three and six months ended February 28, 2023, respectively, compared to the same respective periods in fiscal 2023 primarily due to the timing of expenses incurred and changes in expenses associated with development efforts.

Current wording

Research and Development Expenses. NTIC’s research and development expenses decreased 2.9% and 2.4% for the three and nine months ended May 31, 2024, respectively, compared to the same respective periods in fiscal 2023 primarily due to the timing of expenses incurred and changes in expenses associated with development efforts.

Previous wording

Interest Income. NTIC’s interest income increased to $29,210 and $75,652 during the three and six months ended February 29, 2024, respectively, compared to $3,451 and $9,619 during the three and six months ended February 28, 2023, respectively, due primarily to changes in the invested cash balances at subsidiaries.

Current wording

Interest Income. NTIC’s interest income increased to $23,744 and $99,396 during the three and nine months ended May 31, 2024, respectively, compared to $8,876 and $18,495 during the three and nine months ended May 31, 2023, respectively, primarily due to changes in the invested cash balances at subsidiaries.

Previous wording

Interest Expense. NTIC’s interest expense decreased to $77,758 and $188,896 during the three and six months ended February 29, 2024, respectively, compared to $115,144 and $206,475 during the three and six months ended February 28, 2023, respectively, due primarily to decreased borrowings during the current fiscal year periods.

Current wording

Interest Expense. NTIC’s interest expense decreased to $59,939 and $248,835 during the three and nine months ended May 31, 2024, respectively compared $136,168 and $342,643 during the three and nine months ended May 31, 2023, respectively, primarily due to decreased outstanding borrowings during the current fiscal year periods.

Previous wording

Income Before Income Tax Expense. NTIC had income before income tax expense of $2,157,723 and $3,469,460 for the three and six months ended February 29, 2024, respectively, compared to $701,863 and $1,446,276 for the three and six months ended February 28, 2023, respectively.

Current wording

Income Before Income Tax Expense. NTIC had income before income tax expense of $1,487,722 and $4,957,182 for the three and nine months ended May 31, 2024, respectively, compared to $1,779,294 and $3,225,570 for the three and nine months ended May 31, 2023, respectively.

Previous wording

Income Tax Expense. Income tax expense was $289,195 and $515,991 for the three and six months ended February 29, 2024, respectively, compared to $181,795 and $292,528 during the three and six months ended February 28, 2023, respectively. Income tax expense was calculated based on management’s estimate of NTIC’s annual effective income tax rate.

Current wording

Income Tax Expense. Income tax expense was $332,400 and $848,391 for the three and nine months ended May 31, 2024, respectively, compared to $542,295 and $834,823 during the three and nine months ended May 31, 2023, respectively. Income tax expense was calculated based on management’s estimate of NTIC’s annual effective income tax rate.

Previous wording

Net Income Attributable to NTIC. Net income attributable to NTIC increased to $1,868,528, or $0.17 per diluted common share, for the three months ended February 29, 2024, compared to $411,497, or $0.04 per diluted common share, for the three months ended February 28, 2023. Net income attributable to NTIC increased to $2,596,90, or $0.27 per diluted common share, for the six months ended February 29, 2024, compared to $913,739, or $0.09 per diluted common share, for the six months ended February 28, 2023. These increases were primarily due to the increase in gross profit, partially offset by the increase in operating expenses.

Current wording

Net Income Attributable to NTIC. Net income attributable to NTIC decreased to $976,604, or $0.10 per diluted common share, for the three months ended May 31, 2024, compared to $1,059,590, or $0.11 per diluted common share, for the three months ended May 31, 2023. Net income attributable to NTIC increased to $3,573,294, or $0.36 per diluted common share, for the nine months ended May 31, 2024, compared to $1,973,329, or $0.20 per diluted common share, for the nine months ended May 31, 2023. These increases were primarily due to the increase in gross profit, partially offset by the increase in operating expenses.

Previous wording

Other Comprehensive Income–* Foreign Currency Translations Adjustment.*The changes in the foreign currency translations adjustment were due to the fluctuation of the U.S. dollar compared to the Euro and other foreign currencies during the three and six months ended February 29, 2024 compared to the same respective periods in fiscal 2023.

Current wording

Other Comprehensive Income–* Foreign Currency Translations Adjustment.*The changes in the foreign currency translations adjustment were due to the fluctuation of the U.S. dollar compared to the Euro and other foreign currencies during the three and nine months ended May 31, 2024 compared to the same respective periods in fiscal 2023.

Previous wording

Sources of Cash and Working Capital. NTIC’s working capital, defined as current assets less current liabilities, was $23,975,459 as of February 29, 2024, including $4,835,031 in cash and cash equivalents, compared to $22,950,184 as of August 31, 2023, including $5,406,173 in cash and cash equivalents.

Current wording

Sources of Cash and Working Capital. NTIC’s working capital, defined as current assets less current liabilities, was $23,178,836 as of May 31, 2024, including $5,794,824 in cash and cash equivalents, compared to $22,950,184 as of August 31, 2023, including $5,406,173 in cash and cash equivalents.

Previous wording

NTIC also expects to use some of its capital resources to continue to transition some of its joint ventures as needed or appropriate, which may include additional acquisitions by NTIC of the remaining ownership interests of joint ventures not owned by NTIC, the formation of one or more new subsidiaries to assume the operations of a joint venture, and dissolutions or liquidations of one or more of its joint ventures. Some of these joint venture transitions may materially impact NTIC’s results of operations for a particular reporting period. For example, the formation of a new indirect, majority owned subsidiary of NTIC to assume the operations of a former joint venture increased NTIC’s operating expenses during the six months ended February 29, 2024.

Current wording

NTIC also expects to use some of its capital resources to acquire remaining ownership interests of joint ventures not owned by NTIC as they become available or appropriate and for the formation of one or more new subsidiaries to assume the operations of a joint venture. Some of these joint venture transitions may materially impact NTIC’s results of operations for a particular reporting period.

Previous wording

Credit Agreement with JPMorgan Chase Bank, N.A. On January 6, 2023, NTIC entered into a Credit Agreement (the Credit Agreement) with JPMorgan Chase Bank, N.A. (JPM), which provides NTIC with a senior secured revolving line of credit (the Credit Facility) of up to $10.0 million, which includes a $5.0 million sublimit for standby letters of credit. Borrowings of $1,192,645 and $3,600,000 were outstanding under the Credit Facility as of February 29, 2024 and August 31, 2023, respectively.

Current wording

Credit Agreement with JPMorgan Chase Bank, N.A. On January 6, 2023, NTIC entered into a Credit Agreement (the Credit Agreement) with JPMorgan Chase Bank, N.A. (JPM), which provides NTIC with a senior secured revolving line of credit (the Credit Facility) of up to $10.0 million, which includes a $5.0 million sublimit for standby letters of credit. Borrowings of $1,988,380 and $3,600,000 were outstanding under the Credit Facility as of May 31, 2024 and August 31, 2023, respectively.

Previous wording

To secure the Credit Agreement, the Company assigned JPM a continuing security interest in all of its right, title and interested in collateral made up for the assets of the Company.

Current wording

To secure the Credit Agreement, the Company assigned JPM a continuing security interest in all of its right, title and interest in collateral made up for the assets of the Company.

Previous wording

Other Credit Arrangements. On each of April 10, 2023 and May 30, 2023, the Company’s wholly-owned subsidiary in China, NTIC China, entered into a loan agreement with China Construction Bank Corporation. Each term loan provided NTIC China with a RMB 10,000,000 (USD $1.45 million). Each of the term loans matures after one year with the principal due at that time, after which an extension of the loan agreement is required. Both term loans have an annual interest rate of 3.25% with interest due monthly. Both term loans are secured by an office building owned by NTIC China and the loan agreements contain certain financial and other covenants. NTIC was in compliance with the covenants as of February 29, 2024. The current outstanding balance for both term loans was USD $2,782,686 as of February 29, 2024 and USD $2,757,176 as of August 31, 2023.

Current wording

*Other Credit Arrangements.*On each of April 10, 2023 and May 30, 2023, the Company’s wholly-owned subsidiary in China, NTIC China, entered into a loan agreement with China Construction Bank Corporation. Each term loan provided NTIC China with a RMB 10,000,000 (USD $1.45 million). Each of the term loans matures after one year with the principal due at that time, after which an extension of the loan agreement is required. Both term loans have an annual interest rate of 3.25% with interest due monthly. Both term loans are secured by an office building owned by NTIC China and the loan agreements contain certain financial and other covenants. NTIC was in compliance with the covenants as of May 31, 2024. The current outstanding balance for both term loans was USD $2,762,049 as of May 31, 2024 and USD $2,757,176 as of August, 31, 2023.

Previous wording

Uses of Cash and Cash Flow. Net cash provided by operating activities during the six months ended February 29, 2024 was $5,643,007, which resulted principally from NTIC’s net income, dividends received from joint ventures, dividend receivables from joint ventures, depreciation and amortization expense, and stock-based compensation, partially offset by equity in income from joint ventures. Net cash provided by operating activities during the six months ended February 28, 2023 was $2,204,834, which resulted principally from NTIC’s net income, dividends received from joint ventures, depreciation and amortization expense, and stock-based compensation, partially offset by equity in income from joint ventures.

Current wording

Uses of Cash and Cash Flow. Net cash provided by operating activities during the nine months ended May 31, 2024 was $7,583,904, which resulted principally from NTIC’s net income, dividends received from joint ventures, dividend receivables from joint ventures, depreciation and amortization expense, and stock-based compensation, partially offset by equity in income from joint ventures. Net cash provided by operating activities during the nine months ended May 31, 2023 was $3,505,803, which resulted principally from NTIC’s net income, dividends received from joint ventures, depreciation and amortization expense, and stock-based compensation, partially offset by equity in income from joint ventures.

Previous wording

NTIC experienced a decrease in trade receivables and a decrease in inventory as of February 29, 2024, compared to August 31, 2023. Trade receivables, excluding joint ventures, as of February 29, 2024, decreased $844,538 compared to August 31, 2023, primarily related to the timing of collections and increases in sales.

Current wording

NTIC experienced a decrease in trade receivables as of May 31, 2024, compared to August 31, 2023. Trade receivables, excluding joint ventures, as of May 31, 2024, decreased $1,270,274, compared to August 31, 2023, primarily related to the timing of collections.

Previous wording

Outstanding trade receivables from joint ventures as of February 29, 2024 increased $704,017 compared to August 31, 2023, primarily due to the timing of payments and orders. Outstanding balances from trade receivables from joint ventures increased an average of 97 days to an average of 131 days from balances outstanding from these customers as of February 29, 2024 from an average of 34 days as of August 31, 2023. The average days outstanding of trade receivables from joint ventures as of February 29, 2024 were primarily due to the receivables balances at Thailand and South Korea.

Current wording

Outstanding trade receivables from joint ventures as of May 31, 2024 increased $416,419, compared to August 31, 2023, primarily due to the timing of payments and orders. Outstanding balances from trade receivables from joint ventures increased an average of 93 days to an average of 127 days from balances outstanding from these customers as of May 31, 2024 from an average of 34 days as of August 31, 2023. The average days outstanding of trade receivables from joint ventures as of May 31, 2024 were primarily due to the receivables balances at Thailand and South Korea.

Previous wording

Outstanding receivables for services provided to joint ventures as of February 29, 2024 decreased $68,883 compared to August 31, 2023, and the average days to pay decreased an average of 1 days to an average of 85 days from an average of 86 days as of August 31, 2023.

Current wording

Outstanding receivables for services provided to joint ventures as of May 31, 2024 decreased $34,441, compared to August 31, 2023, and the average days to pay decreased an average of 11 day to an average of 96 days from an average of 86 days as of August 31, 2023.

Previous wording

Net cash used in investing activities for the six months ended February 29, 2024 and February 28, 2023 was $1,505,927 and $1,923,336, respectively, which was primarily the result of the purchases of property and equipment, and investments in patents.

Current wording

Net cash used in investing activities for the nine months ended May 31, 2024 and 2023 was $2,601,176 and $2,678,748, respectively, which was primarily the result of the purchases of property and equipment, and investments in patents.

Previous wording

Net used in financing activities for the six months ended February 29, 2024 was $4,762,201, which resulted from dividends paid to shareholders, the repayment of borrowings under the line of credit, and dividends received by non-controlling interests, partially offset by proceeds from NTIC’s employee stock purchase plan. Net cash used in financing activities for the six months ended February 28, 2023 was $111,605, which resulted from dividends paid to shareholders and dividends received by non-controlling interests, partially offset by proceeds from the exercise of stock options, borrowings under the line of credit and proceeds from NTIC’s employee stock purchase plan.

Current wording

Net cash used in financing activities for the nine months ended May 31, 2024 was $4,587,474, which resulted from dividends paid to shareholders, the repayment of borrowings under the line of credit, and dividends received by non-controlling interest, partially offset by proceeds from NTIC’s employee stock purchase plan. Net cash provided by financing activities for the nine months ended May 31, 2023 was $81,773, which resulted from borrowings under the line of credit and term loan and proceeds from the exercise of stock options and NTIC’s employee stock purchase plan, partially offset by dividends paid on NTIC common stock and dividends received by non-controlling interest.

Previous wording

Share Repurchase Plan. On January 15, 2015, NTIC’s Board of Directors authorized the repurchase of up to $3,000,000 in shares of NTIC common stock through open market purchases or unsolicited or solicited privately negotiated transactions. This program has no expiration date but may be terminated by NTIC’s Board of Directors at any time. No repurchases occurred during the six months ended February 29, 2024. As of February 29, 2024, up to $2,640,548 in shares of NTIC common stock remained available for repurchase under NTIC’s stock repurchase program.

Current wording

Share Repurchase Plan. On January 15, 2015, NTIC’s Board of Directors authorized the repurchase of up to $3,000,000 in shares of NTIC common stock through open market purchases or unsolicited or solicited privately negotiated transactions. This program has no expiration date but may be terminated by NTIC’s Board of Directors at any time. No repurchases occurred during the nine months ended May 31, 2024. As of May 31, 2024, up to $2,640,548 in shares of NTIC common stock remained available for repurchase under NTIC’s stock repurchase program.

Previous wording

Cash Dividends. During the six months ended February 29, 2024, NTIC’s Board of Directors declared cash dividends on the following dates in the following amounts to the following holders of NTIC’s common stock:

Current wording

Cash Dividends. During the nine months ended May 31, 2024, NTIC’s Board of Directors declared cash dividends on the following dates in the following amounts to the following holders of NTIC’s common stock:

Previous wording

During the six months ended February 28, 2023, NTIC’s Board of Directors declared cash dividends on the following dates in the following amounts to the following holders of NTIC’s common stock:

Current wording

During the nine months ended May 31, 2023, NTIC’s Board of Directors declared cash dividends on the following dates in the following amounts to the following holders of NTIC’s common stock:

Previous wording

Capital Expenditures and Commitments. NTIC spent $1,443,762 on capital expenditures during the six months ended February 29, 2024, which related primarily to facility improvements to the warehouse facility NTIC purchased during fiscal 2023 and associated equipment. NTIC expects to spend an aggregate of approximately $1,600,000 to $2,100,000 on capital expenditures during fiscal 2024, which it expects will relate primarily to the installation of new Enterprise Resource Planning (ERP) software system and the purchase of new equipment and facility improvements.

Current wording

Capital Expenditures and Commitments. NTIC spent $2,515,248 on capital expenditures during the nine months ended May 31, 2024, which related primarily to facility improvements to the warehouse facility NTIC purchased during fiscal 2023 and the installation of a new Enterprise Resource Planning (ERP) software system and associated equipment. NTIC expects to spend an aggregate of approximately $600,000 to $1,100,000 on capital expenditures during fiscal 2024, which it expects will relate primarily to the installation of new Enterprise Resource Planning (ERP) software system and the purchase of new equipment and facility improvements.

Previous wording

Although inflation in the United States and abroad historically has had little effect on NTIC, inflationary pressures adversely affected NTIC’s gross margins during the second quarter of fiscal 2024. NTIC believes there is some seasonality in its business. NTIC anticipates its net sales in the second fiscal quarter may be adversely affected by the long Chinese New Year, the North American holiday season and overall less corrosion taking place at lower winter temperatures worldwide.

Current wording

Although inflation in the United States and abroad historically has had little effect on NTIC, inflationary pressures adversely affected NTIC’s gross margins during the third quarter of fiscal 2024. NTIC believes there is some seasonality in its business. NTIC’s net sales in the second fiscal quarter are typically adversely affected by the long Chinese New Year, the North American holiday season and overall less corrosion taking place at lower winter temperatures worldwide.

Previous wording

Any outstanding advances under NTIC’s Credit Facility with JPM bear interest at a floating rate, at the option of NTIC, equal to either the CB Floating Rate or the Adjusted SOFR Rate, as defined above. Borrowings of $1,192,645 were outstanding under the Credit Facility as of February 29, 2024.

Current wording

Any outstanding advances under NTIC’s Credit Facility with JPM bear interest at a floating rate, at the option of NTIC, equal to either the CB Floating Rate or the Adjusted SOFR Rate, as defined above. Borrowings of $1,988,380 were outstanding under the Credit Facility as of May 31, 2024.

Previous wording

Both term loans undertaken by NTIC China with China Construction Bank Corporation have an annual interest rate of 3.25% with interest due monthly. The current outstanding balance as of February 29, 2024 for both term loans is USD $2,782,686.

Current wording

rate of 3.25% with interest due monthly. The current outstanding balance as of May 31, 2024 for both term loans
Rearranged current paragraphs (2)

Current report — wording carried from elsewhere

NTIC markets and sells its ZERUST® rust and corrosion prevention solutions to customers in the oil and gas industry in a continuously increasing number of countries either directly, through its subsidiaries, or through its joint venture partners and other strategic partners. The sale of ZERUST® corrosion prevention solutions to customers in the oil and gas industry typically involves long sales cycles, often including multi-year trial periods with each customer and a slow integration process thereafter.

Current report — wording carried from elsewhere

Both term loans undertaken by NTIC China with China Construction Bank Corporation have an annual interest