ITEM 2. 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 heading “Part I. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Forward-Looking
Statements” in this report and under “Part 1. Item 1A. Risk Factors” in our annual report on Form 10-K for the
fiscal year ended August 31, 2016. 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 the heading
“Part I. Item 1. Financial Statements.”
Business Overview
NTIC develops and markets proprietary environmentally beneficial
products and services in over 60 countries either directly or via a network of subsidiaries, joint ventures, independent distributors
and agents. NTIC’s primary business is corrosion prevention marketed mainly under the ZERUST
®
brand. NTIC
has been selling its proprietary ZERUST
®
products and services to the automotive, electronics, electrical, mechanical,
military and retail consumer markets for over 40 years, and in recent years, has targeted and expanded into the oil and gas industry.
NTIC also markets and sells a portfolio of biobased and certified compostable (fully biodegradable) polymer resin compounds and
finished products under the Natur-Tec
®
brand. These products are intended to reduce NTIC’s customers’
carbon footprint and provide environmentally sound waste disposal options.
NTIC’s ZERUST
®
rust and corrosion inhibiting
products include plastic and paper packaging, liquids and coatings, rust removers and cleaners, diffusers and engineered solutions
designed specifically for the oil and gas industry. NTIC also offers worldwide on-site technical consulting for rust and corrosion
prevention issues. NTIC’s technical service consultants work directly with the end users of NTIC’s ZERUST
®
rust and corrosion inhibiting products to analyze their specific needs and develop systems to meet their technical requirements.
In North America, NTIC sells its ZERUST
®
corrosion prevention solutions through a network of independent distributors
and agents supported by a direct sales force. Internationally, NTIC sells its ZERUST
®
corrosion prevention solutions
through its wholly-owned subsidiary in China, NTIC (Shanghai) Co., Ltd. (NTIC China), its majority-owned joint venture holding
company for NTIC’s joint venture investments in the Association of Southeast Asian Nations (ASEAN) region, its majority-owned
subsidiary in Brazil, Zerust Prevenção de Corrosão S.A. (Zerust Brazil), and its wholly-owned subsidiary in
Mexico, ZERUST-EXCOR MEXICO, S. de R.L. de C.V (Zerust Mexico), and joint venture arrangements in North America, Europe and Asia.
NTIC also sells products directly to is joint venture partners through its wholly-owned subsidiary in Germany, NTIC Europe GmbH
(NTI Europe).
One of NTIC’s strategic initiatives is to expand into
and penetrate other markets for its ZERUST
®
corrosion prevention solutions. 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 corrosion leaks.
NTIC markets and sells its ZERUST
®
rust and corrosion
prevention solutions to customers in the oil and gas industry across several 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 a long sales cycle, often including a one- to multi-year trial period
with each customer and a slow integration process thereafter.
Natur-Tec
®
biobased and compostable plastics
are manufactured using NTIC’s patented and/or proprietary technologies and are intended to replace conventional petroleum-based
plastics. The Natur-Tec
®
biopolymer resin compound portfolio includes formulations that have been optimized for
a variety of applications including blown-film extrusion, extrusion coating, injection molding, and engineered plastics. These
resin compounds are certified to be fully biodegradable in a composting environment and are currently being used to produce finished
products including can liners, shopping and grocery bags, lawn and leaf bags, pet waste collection bags, cutlery and coated paper
products. In North America, NTIC markets its Natur-Tec
®
resin compounds and finished products primarily through
a network of regional and national distributors as well as independent agents. NTIC continues to see significant opportunities
for finished bioplastic products and, therefore, continues to strengthen and expand its North American distribution network for
finished Natur-Tec
®
bioplastic products. Internationally, NTIC sells its Natur-Tec
®
resin compounds
and finished products both directly and through its majority- owned subsidiary in India, Natur-Tec India Private Limited (Natur-Tec
India), and through certain joint ventures.
Termination of Chinese Joint Venture
On January 2, 2015, NTIC announced that, effective as of December
31, 2014, it is selling its ZERUST
®
products and services in China through a wholly-owned subsidiary, NTIC (Shanghai)
Co., Ltd., and has terminated its joint venture agreements with Tianjin-Zerust Anticorrosion Co., Ltd. (Tianjin Zerust). NTIC and
NTI Asean LLC have filed a lawsuit in China against Mr. Tao Meng, the former joint venture entity’s other shareholder, and
his spouse, seeking, among other things, an orderly liquidation of Tianjin Zerust.
NTIC indirectly has a 30% ownership interest in Tianjin Zerust
through its 60% owned holding company subsidiary, NTI Asean LLC.
During the three months ended November 30, 2016 and 2015, NTIC
realized approximately $636,000 and $486,000, respectively, in expenses related either directly or indirectly to the establishment
and initial business operations of NTIC China, the termination of the joint venture agreements with Tianjin Zerust, NTIC’s
ongoing litigation against Mr. Tao Meng and his spouse, NTIC’s ongoing litigation against Cortec Corporation, the creation
of a reserve against the accounts receivable balance from Tianjin Zerust, the write-off of certain inventory and the asset impairment
of NTIC’s joint venture interest in Tianjin Zerust. These expenses are recorded as selling, general and administrative expenses
on NTIC’s consolidated statements of operations.
NTIC expects that its operating results may continue to be volatile
as a result of its ongoing Chinese operations.
NTIC’s Subsidiaries and Joint Venture Network
NTIC has ownership interests in six subsidiaries in North America,
Europe and Asia. The following table sets forth a list of NTIC’s operating subsidiaries as of November 30, 2016, the country
in which the subsidiary is organized and NTIC’s ownership percentage in each subsidiary:
Joint Venture Name
|
|
Country
|
|
NTIC
Percent (%) Ownership
|
NTIC (Shanghai) Co., Ltd
|
|
China
|
|
|
100%
|
|
NTI Asean LLC
|
|
United States
|
|
|
60%
|
|
Zerust Prevenção de Corrosão S.A.
|
|
Brazil
|
|
|
85%
|
|
ZERUST-EXCOR MEXICO, S. de R.L. de C.V
|
|
Mexico
|
|
|
100%
|
|
Natur-Tec India Private Limited
|
|
India
|
|
|
90%
|
|
NTIC Europe GmbH
|
|
Germany
|
|
|
100%
|
|
The results of all of these subsidiaries are fully consolidated
in NTIC’s consolidated financial statements.
NTIC participates in 20 active joint venture arrangements in
North America, Europe and Asia. Each of these joint ventures generally manufactures and markets products in the geographic territory
to which it is assigned. While most of NTIC’s joint ventures exclusively sell rust and corrosion inhibiting products, some
of the joint ventures also sell NTIC’s Natur-Tec® resin compounds. NTIC has historically funded its investments in joint
ventures with cash generated from operations.
NTIC’s receipt of funds from its joint ventures is dependent
upon fees for services that NTIC provides to its joint ventures, based primarily on the net sales of the individual joint ventures,
and NTIC’s receipt of dividend distributions from the joint ventures. The fees for services provided to joint ventures are
determined based on either a flat fee or a percentage of sales depending on local laws and tax regulations. With respect to NTIC’s
joint venture in Germany (EXCOR), NTIC recognizes an agreed upon quarterly fee for such services. NTIC recognizes equity income
from its joint ventures based on the overall profitability of its joint ventures. Such profitability is subject to variability
from quarter to quarter which, in turn, subjects NTIC’s earnings to variability from quarter to quarter. The profits of NTIC’s
joint ventures are shared by the respective joint venture owners in accordance with their respective ownership percentages. NTIC
typically directly or indirectly owns 50% or less of each of its joint venture entities and thus does not control the decisions
of these entities regarding whether to pay dividends and, if paid, how much they should be in a given year. The payment of a dividend
by an entity is determined by a joint vote of the owners and is not at the sole discretion of NTIC.
NTIC accounts for the investments and financial results of its
joint ventures in its financial statements utilizing the equity method of accounting.
NTIC considers EXCOR to be individually significant to NTIC’s
consolidated assets and income; and therefore, provides certain additional information regarding EXCOR in the notes to NTIC’s
consolidated financial statements and in this section of this report.
Financial Overview
NTIC’s management, including its chief executive officer
who is NTIC’s chief operating decision maker, reports and manages NTIC’s operations in two reportable business segments
based on products sold, customer base and distribution center: ZERUST® products and services and Natur-Tec® products.
NTIC’s consolidated net sales increased 38.1% during the
three months ended November 30, 2016 compared to the three months ended November 30, 2015. This increase was primarily a result
of an increase in sales of ZERUST® rust and corrosion inhibiting packaging products, sales to joint ventures and sales of Natur-Tec®
products.
During the three months ended November 30, 2016, 83.3% of NTIC’s
consolidated net sales were derived from sales of ZERUST® products and services, which increased 35.2% to $8,084,678 compared
to $5,977,682 for the three months ended November 30, 2015. This increase was due to higher sales from existing customers for new
and existing products as a result of increased demand. NTIC has expanded its sales efforts of ZERUST® products and services
by strategically targeting customers with specific corrosion issues in new market areas, including the oil and gas industry and
other industrial sectors that offer sizable growth opportunities. NTIC’s consolidated net sales for the three months ended
November 30, 2016 included $746,331 of sales made to customers in the oil and gas industry compared to $340,239 for the three months
ended November 30, 2015. 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. In addition,
we believe demand for ZERUST® products and services in the oil and gas industry may be dependent upon oil prices, with low
oil prices causing existing or potential customers to delay purchases and installations.
During the three months ended November 30, 2016, 16.7% of NTIC’s
consolidated net sales were derived from sales of Natur-Tec® products compared to 14.9% during the three months ended November
30, 2015. Net sales of Natur-Tec® products increased 54.5% during the three months ended November 30, 2016 compared to the
three months ended November 30, 2015 primarily due to an increase in finished product sales in North America and finished product
sales at NTIC’s majority-owned subsidiary in India, Natur-Tec India Private Limited (Natur-Tec India).
Cost of goods sold as a percentage of net sales decreased to
68.2% during the three months ended November 30, 2016 compared to 69.4% during the three months ended November 30, 2015 primarily
as a result of increased sales of ZERUST® products and services in the oil and gas industry which carry higher margins than
NTIC’s ZERUST® industrial products and services.
NTIC’s equity in income of joint ventures increased 29.5%
to $1,274,004 during the three months ended November 30, 2016 compared to $983,753 during the three months ended November 30, 2015.
This increase was primarily due to increases in profitability at the joint ventures. Total net sales of NTIC’s joint ventures
increased 10.7% to $24,200,447 during the three months ended November 30, 2016 compared to $21,871,209 for the three months ended
November 30, 2015 due primarily due to higher sales from existing customers for new and existing products as a result of increased
demand.
NTIC’s total operating expenses increased 9.6% to $5,153,386
during the three months ended November 30, 2016 compared to $4,703,787 for the three months ended November 30, 2015. This increase
was primarily due to an increase in legal expenses in North America related to the litigation of $198,000 and an increase in operating
expenses at NTIC China of $118,000. Such expenses consisted primarily of selling and personnel expense associated with the increase
in sales in China.
NTIC spent $642,522 and $1,004,097 during the three months ended
November 30, 2016 and 2015, respectively, in connection with its research and development activities. NTIC anticipates that it
will spend a total of between $2,000,000 and $3,000,000 in fiscal 2017 on research and development activities. This anticipated
significant decrease from fiscal 2016 is due to the transition of efforts from research and development to selling, general and
administrative areas, specifically as they relate to Natur-Tec
®
and the ZERUST
®
oil and gas business
since most of the expenses related to these business units are no longer in the research and development phase of product development.
Net income (loss) attributable to NTIC increased $531,990 to
$297,639, or $0.07, per diluted common share, for the three months ended November 30, 2016 compared to net loss of $(234,351),
or $(0.05) per diluted common share, for the three months ended November 30, 2015. This increase was primarily the result of the
increase in gross profit, partially offset by the increase in operating expenses.
NTIC anticipates that its quarterly net income or loss will
continue to remain subject to significant volatility primarily due to the financial performance of its subsidiaries and joint ventures
and sales of its ZERUST® products and services into the oil and gas industry and Natur-Tec® bioplastics products, which
sales fluctuate more on a quarterly basis than the traditional ZERUST® business. NTIC also anticipates that its operating results
during the next few quarters will be particularly volatile as a result of the changes in its Chinese operations.
NTIC’s working capital was $15,883,792 at November 30,
2016, including $2,529,140 in cash and cash equivalents and $1,745,968 in available for sale securities, compared to $16,948,069
at August 31, 2016, including $3,395,274 in cash and cash equivalents and $2,243,864 in available for sale securities.
Results of Operations
The following table sets forth NTIC’s results of operations
for the three months ended November 30, 2016 and 2015.
|
|
Three Months Ended
|
|
|
November 30,
2016
|
|
% of
Net Sales
|
|
November 30,
2015
|
|
% of
Net Sales
|
|
$
Change
|
|
%
Change
|
Net sales, excluding joint ventures
|
|
$
|
9,000,224
|
|
|
|
92.8
|
%
|
|
$
|
6,501,410
|
|
|
|
92.6
|
%
|
|
$
|
2,498,814
|
|
|
|
38.4
|
%
|
Net sales, to joint ventures
|
|
|
701,799
|
|
|
|
7.2
|
%
|
|
|
523,027
|
|
|
|
7.4
|
%
|
|
|
178,772
|
|
|
|
34.2
|
%
|
Cost of goods sold
|
|
|
6,612,766
|
|
|
|
68.2
|
%
|
|
|
4,875,423
|
|
|
|
69.4
|
%
|
|
|
1,737,343
|
|
|
|
35.6
|
%
|
Equity in income of joint ventures
|
|
|
1,274,004
|
|
|
|
13.1
|
%
|
|
|
983,753
|
|
|
|
14.0
|
%
|
|
|
290,251
|
|
|
|
29.5
|
%
|
Fees for services provided to joint ventures
|
|
|
1,315,591
|
|
|
|
13.6
|
%
|
|
|
1,485,429
|
|
|
|
21.1
|
%
|
|
|
(169,838
|
)
|
|
|
(11.4
|
%)
|
Selling expenses
|
|
|
2,039,084
|
|
|
|
21.0
|
%
|
|
|
1,525,083
|
|
|
|
21.7
|
%
|
|
|
514,001
|
|
|
|
33.7
|
%
|
General and administrative expenses
|
|
|
2,471,780
|
|
|
|
25.5
|
%
|
|
|
2,174,607
|
|
|
|
31.0
|
%
|
|
|
297,173
|
|
|
|
13.7
|
%
|
Research and development expenses
|
|
|
642,522
|
|
|
|
6.6
|
%
|
|
|
1,004,097
|
|
|
|
14.3
|
%
|
|
|
(361,575
|
)
|
|
|
(36.0
|
%)
|
Net Sales
. NTIC’s consolidated net sales increased
38.1% to $9,702,023 during the three months ended November 30, 2016 compared to the three months ended November 30, 2015. This
increase was primarily a result of an increase in sales of ZERUST® rust and corrosion inhibiting packaging products, sales
to joint ventures and sales of Natur-Tec® products. NTIC’s consolidated net sales to unaffiliated customers excluding
NTIC’s joint ventures increased 38.4% to $9,000,224 during the three months ended November 30, 2016 compared to the same
period in fiscal 2016. This increase was primarily a result of increased demand from the addition of new customers at NTI China
and an increase in sale of our Natur-Tec® products. Net sales to joint ventures increased 34.2% to $701,799 during the three
months ended November 30, 2016 compared to the same period in fiscal 2016. This increase was primarily a result of higher demand
for ZERUST
®
products and services.
The following table sets forth NTIC’s net sales by product
category for the three months ended November 30, 2016 and 2015 by segment:
|
|
Three Months Ended
|
|
|
November 30,
2016
|
|
November 30,
2015
|
|
$
Change
|
|
%
Change
|
Total ZERUST® sales
|
|
$
|
8,084,678
|
|
|
$
|
5,977,682
|
|
|
$
|
2,106,996
|
|
|
|
35.2
|
%
|
Total Natur-Tec® sales
|
|
|
1,617,345
|
|
|
|
1,046,755
|
|
|
|
570,590
|
|
|
|
54.5
|
%
|
Total net sales
|
|
$
|
9,702,023
|
|
|
$
|
7,024,437
|
|
|
$
|
2,677,586
|
|
|
|
38.1
|
%
|
During the three months ended November 30, 2016, 83.3% of NTIC’s
consolidated net sales were derived from sales of ZERUST
®
products and services, which increased 35.2% to $8,084,678
during the three months ended November 30, 2016 compared to $5,977,682 during the same period in fiscal 2016. NTIC has strategically
focused its sales efforts for ZERUST
®
products and services on customers with sizeable corrosion problems in industry
sectors that offer sizable growth opportunities, including the oil and gas sector. Overall demand for ZERUST
®
products
and services depends heavily on the overall health of the market segments to which NTIC sells its products, including the automotive,
oil and gas, agriculture, and mining markets in particular. In addition, we believe demand for ZERUST® products and services
in the oil and gas industry may be dependent upon oil prices, with low oil prices causing existing or potential customers to delay
purchases and installations.
The following table sets forth NTIC’s net sales of ZERUST
®
products for the three months ended November 30, 2016 and 2015:
|
|
Three Months Ended
|
|
|
November 30,
2016
|
|
November 30,
2015
|
|
$
Change
|
|
%
Change
|
ZERUST® industrial net sales
|
|
$
|
6,636,548
|
|
|
$
|
5,119,093
|
|
|
$
|
1,517,455
|
|
|
|
29.6
|
%
|
ZERUST® joint venture net sales
|
|
|
701,799
|
|
|
|
518,350
|
|
|
|
183,449
|
|
|
|
35.4
|
%
|
ZERUST® oil & gas net sales
|
|
|
746,331
|
|
|
|
340,239
|
|
|
|
406,092
|
|
|
|
119.4
|
%
|
Total ZERUST® net sales
|
|
$
|
8,084,678
|
|
|
$
|
5,977,682
|
|
|
$
|
2,106,996
|
|
|
|
35.2
|
%
|
NTIC’s net sales to the oil and gas industry sector increased
during the three months ended November 30, 2016 compared to the prior fiscal year period primarily as a result of increased sales
to India. NTIC anticipates that its sales of ZERUST® products and services into the oil and gas industry will continue to remain
subject to significant volatility from quarter to quarter as sales are recognized, specifically due to the volatility of oil prices.
During the three months ended November 30, 2016, 16.7% of NTIC’s
consolidated net sales were derived from sales of Natur-Tec® products, which increased 54.5% to $1,617,345 during the three
months ended November 30, 2016 compared to the three months ended November 30, 2015. Demand for Natur-Tec® 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 Natur-Tec® products, the timing of one
or more orders can materially affect NTIC’s quarterly sales of Natur-Tec® products and the comparisons to prior fiscal
year quarters.
Cost of Goods Sold
. Cost of goods sold increased 35.6%
for the three months ended November 30, 2016 compared to the three months ended November 30, 2015. Cost of goods sold as a percentage
of net sales decreased slightly to 68.2% for the three months ended November 30, 2016 compared to 69.4% for the three months ended
November 30, 2015 primarily as a result of increased sales of oil and gas products which carry higher margins than NTIC’s
ZERUST® industrial products and services.
Equity in Income of Joint Ventures.
NTIC’s equity
in income of joint ventures increased 29.5% to $1,274,004 during the three months ended November 30, 2016 compared to $983,753
during the three months ended November 30, 2015. This increase was primarily a result of improved profitability at the joint ventures.
Of the total equity in income of joint ventures, NTIC had equity in income of joint ventures of $928,169 attributable to EXCOR
during the three months ended November 30, 2016 compared to $768,123 during the three months ended November 30, 2015.
Fees for Services Provided to Joint Ventures
. NTIC recognized
fee income for services provided to joint ventures of $1,315,591 during the three months ended November 30, 2016 compared to $1,485,429
during the three months ended November 30, 2015, representing a decrease of $169,838, or 11.4%. Fee income for services provided
to joint ventures is traditionally a function of the sales made by NTIC’s joint ventures. Total net sales of NTIC’s
joint ventures increased 10.7% to $24,200,447 during the three months ended November 30, 2016 compared to $21,871,209 for the three
months ended November 30, 2015. The decrease in fee income for services provided to joint ventures despite the increase in total
net sale of NTIC’s joint ventures was primarily the result of the joint venture incurring the sales increases when compared
to royalty rates and expected payments.
Net sales of NTIC’s joint ventures are not included in
NTIC’s consolidated financial statements. Of the total fee income for services provided to its joint ventures, fees of $203,000
were attributable to EXCOR during the three months ended November 30, 2016 compared to $229,785 attributable to EXCOR during the
three months ended November 30, 2015.
Selling Expenses
. NTIC’s selling expenses increased
33.7% for the three months ended November 30, 2016 compared to the same period in fiscal 2016 due to the transition of focus from
research and development to selling, specifically as they relate to Natur-Tec
®
and the ZERUST
®
oil
and gas business, since most of the expenses related to these business units are no longer in the research and development phase
of product development. Selling expenses as a percentage of net sales decreased slightly to 21.0% for the three months ended November
30, 2016, from 21.7% during the three months ended November 30, 2015 due primarily to the significant increase in net sales, partially
offset by the increase in selling expenses, as previously described.
General and Administrative Expenses
. NTIC’s general
and administrative expenses increased 13.7% for the three months ended November 30, 2016 compared to the same period in fiscal
2016 due primarily to the transition of expenses that were previously focused on research and development efforts, but now relate
to general and administrative focus, specifically as they relate to Natur-Tec
®
and the ZERUST
®
oil
and gas business, since most of the expenses related to these business units are no longer in the research and development phase
of product development. Additionally, expenses incurred in support of joint ventures are now included in general and administrative
expenses. Expenses previously classified as expenses incurred in support of joint ventures were $116,800 during the three months
ended November 30, 2016 compared to $316,994 during the three months ended November 30, 2015. NTIC’s general and
administrative expenses also increased due to an increase in legal expenses in North America related to the litigation against
Cortec Corporation of $198,000. As a percentage of net sales, general and administrative expenses decreased to 25.5% for the three
months ended November 30, 2016 from 31.0% for the three months ended November 30, 2015 due primarily to the increase in net
sales, partially offset by the increase in general and administrative expenses, as previously described.
Research and Development Expenses
. NTIC’s research
and development expenses decreased 36.0% for the three months ended November 30, 2016 compared to the same period in fiscal 2016
due primarily to the transition of resources that were previously devoted towards research and development to selling and general
and administrative efforts, as previously described.
Interest Income
. NTIC’s interest income decreased
to $3,563 during the three months ended November 30, 2016 compared to $14,173 during the three months ended November 30, 2015 due
to lower average cash balances.
Interest Expense
. NTIC’s interest expense decreased
to $4,623 during the three months ended November 30, 2016 compared to $4,726 during the three months ended November 30, 2015.
Income (Loss) Before Income Tax Expense
. NTIC incurred
income before income tax expense equal to $524,406 for the three months ended November 30, 2016 compared to a loss before income
tax expense equal to $(76,144) for the three months ended November 30, 2015.
Income Tax Expense (Benefit)
. Income tax expense was
$117,713 during the three months ended November 30, 2016 compared to an income tax benefit of $(3,502) during the three months
ended November 30, 2015. Income tax expense was calculated based on management’s estimate of NTIC’s annual effective
income tax rate.
NTIC considers the earnings of certain foreign joint ventures
to be indefinitely invested outside the United States on the basis of estimates that NTIC’s future domestic cash generation
will be sufficient to meet future domestic cash needs. As a result, U.S. income and foreign withholding taxes have not been recognized
on the cumulative undistributed earnings of $17,978,218 and $17,779,912 at November 30, 2016 and August 31, 2016, respectively.
To the extent undistributed earnings of NTIC’s joint ventures are distributed in the future, they are not expected to result
in any material additional income tax liability after the application of foreign tax credits.
Other Comprehensive (Loss) Income - Foreign Currency Translations
Adjustment.
The significant changes in the foreign currency translations adjustment was due to the strengthening of the U.S.
dollar compared to the Euro and other foreign currencies during the three months ended November 30, 2016 compared to the same period
in fiscal 2016.
Liquidity and Capital Resources
Sources of Cash and Working Capital
. NTIC’s working
capital was $15,883,792 at November 30, 2016, including $2,529,140 in cash and cash equivalents and $1,745,968 in available for
sale securities, compared to $16,948,069 at August 31, 2016, including $3,395,274 in cash and cash equivalents and $2,243,864 in
available for sale securities.
As of November 30, 2016, NTIC had a revolving line of credit
with PNC Bank of $3,000,000, with no amounts outstanding. The line of credit is evidenced by an amended and restated committed
line of credit note in the principal amount of up to $3,000,000. The line of credit has a $1,200,000 standby letter of credit sub-facility,
with any standby letters of credit issued thereunder being at the sole discretion of PNC Bank.
On January 11, 2017, NTIC and PNC Bank extended the maturity
date of the line of credit retroactively from January 7, 2017 to January 7, 2018. All other terms of the line of credit and the
loan agreement and other documents evidencing the line of credit remain the same. It is anticipated that, as historically has been
the practice, the line of credit will be renewed each year for one additional year for the immediate foreseeable future.
NTIC believes that a combination of its existing cash and cash
equivalents, forecasted cash flows from future operations, anticipated distributions of earnings, anticipated fees to NTIC for
services provided to its joint ventures, and funds available through existing or anticipated financing arrangements, will be adequate
to fund its existing operations, investments in new or existing joint ventures or subsidiaries, capital expenditures, debt repayments
and any stock repurchases for at least the next 12 months. During the remainder of fiscal 2017, NTIC expects to continue to invest
in NTIC China, research and development and in marketing efforts and resources into the application of its corrosion prevention
technology into the oil and gas industry and its Natur-Tec® bio-plastics business. 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 revolving 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.
NTIC traditionally has used the cash generated from its operations,
distributions of earnings and fees for services provided to its joint ventures to fund NTIC’s new technology investments
and capital contributions to new and existing joint ventures. NTIC’s joint ventures traditionally have operated with little
or no debt and have been self-financed with minimal initial capital investment and minimal additional capital investment from their
respective owners. Therefore, NTIC believes it is not likely that there exists any exposure to debt by NTIC’s joint ventures
that could materially impact their respective operations and/or liquidity.
Uses of Cash and Cash Flows
. Net cash used in operating
activities during the three months ended November 30, 2016 was $924,426, which resulted principally from NTIC’s equity
in income from joint ventures, a decrease in inventory and increases in trade receivables, prepaid expenses, accrued liabilities,
and income tax payable, partially offset by NTIC’s net income, depreciation and amortization. Net cash used in operating
activities during the three months ended November 30, 2015 was $750,248, which resulted principally from NTIC’s equity in
income from joint ventures, a decrease in accrued liabilities and increases in receivables and prepaid expenses, partially offset
by depreciation and amortization.
NTIC’s cash flows from operations are impacted by significant
changes in certain components of NTIC’s working capital, including inventory turnover and changes in receivables. NTIC considers
internal and external factors when assessing the use of its available working capital, specifically when determining inventory
levels and credit terms of customers. Key internal factors include existing inventory levels, stock reorder points, customer forecasts
and customer requested payment terms, and key external factors include the availability of primary raw materials and sub-contractor
production lead times. NTIC’s typical contractual terms for trade receivables excluding joint ventures are traditionally
30 days and for trade receivables from its joint ventures are 90 days. Before extending unsecured credit to customers, excluding
NTIC’s joint ventures, NTIC reviews customers’ credit histories and will establish an allowance for uncollectible accounts
based upon factors surrounding the credit risk of specific customers and other information. Accounts receivable over 30 days are
considered past due for most customers. NTIC does not accrue interest on past due accounts receivable. If accounts receivables
in excess of the provided allowance are determined uncollectible, they are charged to selling expense in the period that determination
is made. Accounts receivable are deemed uncollectible based on NTIC exhausting reasonable efforts to collect. NTIC’s typical
contractual terms for receivables for services provided to its joint ventures are 90 days. NTIC records receivables for services
provided to its joint ventures on an accrual basis, unless circumstances exist that make the collection of the balance uncertain
in which case the fee income will be recorded on a cash basis until there is consistency in payments. This determination is handled
on a case by case basis.
NTIC experienced an increase in trade receivables and a decrease
in inventory as of November 30, 2016 compared to August 31, 2016. Trade receivables excluding joint ventures as of November 30,
2016 increased $699,421 compared to August 31, 2016, primarily related to the timing of collections and the increase in sales.
Outstanding trade receivables excluding joint ventures balances
as of November 30, 2016 increased 5 days to an average of 55 days from balances outstanding from these customers as of August 31,
2016.
Outstanding trade receivables from joint ventures as of November
30, 2016 decreased $91,385 compared to August 31, 2016 primarily due to the timing of payments. Outstanding balances from trade
receivables from joint ventures decreased an average of 16 days from an average of 106 days from balances outstanding from these
customers compared to August 31, 2016. The significant average days outstanding of trade receivables from joint ventures as of
November 30, 2016 were primarily due to the receivables balances at NTIC’s joint venture in South Korea and Tianjin Zerust.
Outstanding receivables for services provided to joint ventures
as of November 30, 2016 increased $15,518 compared to August 31, 2016 and decreased 2 days to an average of 98 days compared to
August 31, 2016.
Net cash provided by investing activities for the three months
ended November 30, 2016 was $327,105, which was primarily the result of cash proceeds from the sale of available for sale securities,
partially offset by additions to property and equipment and additions to patents. Net cash provided by investing activities for
the three months ended November 30, 2015 was $1,221,787, which was primarily the result of cash proceeds from the sale of available
for sale securities, partially offset by additions to property and equipment and additions to patents.
Net cash used in financing activities for the three months ended
November 30, 2016 was $238,757, which resulted from dividends paid to a non-controlling interest and stock repurchases, partially
offset by proceeds from NTIC’s employee stock purchase plan. Net cash used in financing activities for the three months ended
November 30, 2015 was $12,706, which resulted from stock repurchases, partially offset by proceeds from NTIC’s employee stock
purchase plan.
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. As of November 30, 2016, up to $2,764,884 in shares of NTIC common stock remained available for
repurchase under NTIC’s stock repurchase program.
Capital Expenditures and Commitments
. NTIC spent $112,589
on capital expenditures during the three months ended November 30, 2016, which related primarily to the purchase of new equipment.
NTIC expects to spend an aggregate of approximately $200,000 to $400,000 on capital expenditures during fiscal 2017, which it expects
will relate primarily to the purchase of new equipment.
Contractual Obligations
There has been no material
change to NTIC’s contractual obligations as provided in “Part II. Item 7, Management’s Discussion and Analysis
of Financial Condition and Results of Operations—Contractual Obligations,” included in NTIC’s annual report on
Form 10-K for the fiscal year ended August 31, 2016.
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.
Inflation and Seasonality
Inflation in the United States and abroad historically has had
little effect on NTIC. Although NTIC’s business historically has not been seasonal, NTIC believes there is now some seasonality
in its business. NTIC anticipates its net sales in 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.
Market Risk
NTIC is exposed to some market risk stemming from changes in
foreign currency exchange rates, commodity prices and interest rates.
Because the functional currency of NTIC’s foreign operations
and investments in its foreign joint ventures 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, Indian Rupee, Chinese Renminbi, South Korean won and the English pound against the U.S. dollar. NTIC’s
fees for services provided to joint ventures 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 joint ventures 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
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.
At the option of NTIC, outstanding advances under NTIC’s
$3,000,000 revolving line of credit with PNC Bank bear interest at either (a) an annual rate based on LIBOR plus 2.15% for the
applicable LIBOR interest period selected by NTIC or (b) at the rate publicly announced by PNC Bank from time to time as its prime
rate, and thus may subject NTIC to some market risk on interest rates. As of November 30, 2016, NTIC had no borrowings under the
line of credit.
Critical Accounting Policies and Estimates
There have been no material changes to NTIC’s critical
accounting policies and estimates from the information provided in “Part II. Item 7, Management’s Discussion and Analysis
of Financial Condition and Results of Operations—Critical Accounting Policies,” included in NTIC’s annual report
on Form 10-K for the fiscal year ended August 31, 2016.
Recent Accounting Pronouncements
See Note 2 to NTIC’s consolidated financial statements
for a discussion of recent accounting pronouncements.
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, 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. 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 and prospects
regarding, among other things, NTIC’s financial condition, results of operations and business, the outcome of contingencies
such as legal proceedings and the effect of the liquidation of Tianjin Zerust and the operations of NTIC China. NTIC has identified
some of these forward-looking statements in this report with words like “believe,” “can,” “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. The use of future dates is also an indication of a
forward-looking statement. 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:
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NTIC’s operations in China, the termination of the joint venture agreements with Tianjin Zerust, the ongoing litigation
against Mr. Tao Meng and Cortec Corporation and the anticipated liquidation of Tianjin Zerust and the effect of all these events
on NTIC’s business and future operating results;
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The effect of current worldwide economic conditions and any turmoil and disruption in the global credit and financial markets
on NTIC’s business;
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The variability in NTIC’s sales of ZERUST® products and services into oil and gas industry and Natur-Tec
®
products and NTIC’s equity income of joint ventures, which variability in sales and equity in income of joint venture in
turn, subject NTIC’s earnings to quarterly fluctuations;
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Risks associated with NTIC’s international operations and exposure to fluctuations in foreign currency exchange rates
and import duties and taxes;
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The effect of the referendum vote of the United Kingdom to exit the European Union on NTIC’s operating results, including
in particular future net sales of NTIC’s European and other joint ventures;
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The health of the U.S. automotive industry on NTIC’s business;
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NTIC’s dependence on the success of its joint ventures and fees and dividend distributions that NTIC receives from them;
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NTIC’s relationships with its joint ventures and its ability to maintain those relationships, especially in light of
anticipated succession planning issues;
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Fluctuations in the cost and availability of raw materials, including resins and other commodities;
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The success of and risks associated with NTIC’s emerging new businesses and products and services, including in particular
NTIC’s ability and the ability of NTIC’s joint ventures to sell ZERUST® products and services into oil and gas
industry and Natur-Tec
®
products and the often lengthy and extensive sales process involved in selling such products
and services;
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NTIC’s ability to introduce new products and services that respond to changing market conditions and customer demand;
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Market acceptance of NTIC’s existing and new products, especially in light of existing and new competitive products;
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Maturation of certain existing markets for NTIC’s ZERUST
®
products and services and NTIC’s ability
to grow market share and succeed in penetrating other existing and new markets;
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Increased competition, especially with respect to NTIC’s ZERUST
®
products and services, and the effect
of such competition on NTIC’s and its joint ventures’ pricing, net sales and margins;
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NTIC’s reliance upon and its relationships with its distributors, independent sales representatives and joint ventures;
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NTIC’s reliance upon suppliers;
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Oil prices, which may affect sales of NTIC’s ZERUST
®
products and services into the oil and gas industry;
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The costs and effects of complying with laws and regulations and changes in tax, fiscal, government and other regulatory policies,
including rules relating to environmental, health and safety matters;
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Unforeseen product quality or other problems in the development, production and usage of new and existing products;
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Unforeseen production expenses incurred in connection with new customers and new products;
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Loss of or changes in executive management or key employees;
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Ability of management to manage around unplanned events;
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Pending and future litigation;
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NTIC’s reliance on its intellectual property rights and the absence of infringement of the intellectual property rights
of others;
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NTIC’s ability to maintain effective internal control over financial reporting, especially in light of its joint venture
arrangements;
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Changes in applicable laws or regulations and NTIC’s failure to comply with applicable laws, rules and regulations;
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Changes in generally accepted accounting principles and the effect of new accounting pronouncements;
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Fluctuations in NTIC’s effective tax rate; and
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NTIC’s reliance upon its management information systems.
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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, 2016 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. NTIC wishes 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 NTIC may consider
immaterial or does not anticipate at this time. Although NTIC believes that the expectations reflected in its forward-looking statements
are reasonable, NTIC does not know whether its expectations will prove correct. NTIC’s expectations reflected in its forward-looking
statements can be affected by inaccurate assumptions NTIC 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 NTIC and
its business, including factors that potentially could materially affect its financial results or condition, may emerge from time
to time. NTIC assumes 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. NTIC advises you, however, to consult any further disclosures
NTIC makes on related subjects in its annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K
NTIC files with or furnishes to the Securities and Exchange Commission.