Thursday, June 5, 2008

NTI - Institutional Holdings

What have the funds been doing?

Quick Link - http://moneycentral.msn.com/ownership?Symbol=NTI

SEC 13-G/A Filing 2-14-2007
Kern Capital Management LLC
(Billion$ Fund) held 531,200 shares

SEC 13-G/A Filing 1-10-2008
Kern Capital Management LLC (Billion$ Fund) held 0 shares

** This information is based on updated SEC filings. There have been no recent filings from any other funds.

Tuesday, June 3, 2008

NTI - Lawsuits, Lawsuits and the IRS

Would you invest in this company?

SEC 10-Q Filing
4-14-2008
"
In April 2007, REACT-NTI, LLC (“React LLC”), a company that is 75% owned by the Company, was served with a summons and complaint that was filed by Shamrock Technologies, Inc. (“Shamrock”) in state court in New York. This case has been removed to the Federal District Court for the Southern District of New York. The lawsuit seeks payment from React LLC of commissions in the approximate amount of $314,500 owed by React LLC under a license agreement between React LLC and Shamrock. The complaint alleges breach of the license agreement by React LLC and seeks damages in an unspecified amount for such breach as well as damages of approximately $300,000 for the alleged failure of React LLC to purchase from Shamrock certain inventory manufactured for sale to a customer. React LLC acknowledges that React LLC has not made payment for product in the approximate amount of $300,000 to Shamrock as the invoice for this was only received after Shamrock had already filed its complaint, but denies all of the claims of breach of the license agreement by it and believes that damages caused by Shamrock’s breach of the License Agreement and tortious conduct exceed any amounts owing to Shamrock. React LLC formally responded to the complaint after removal by moving to dismiss or stay because of Shamrock’s failure to comply with alternative dispute resolution procedures contained in the license agreement. By court order, the matter is presently stayed so that the parties can attempt mediation. The parties mediated for one day and were unsuccessful in resolving the matter. It is unclear at this time whether the parties will attempt additional mediation efforts. If mediation is unsuccessful, React LLC will both defend against Shamrock’s allegations and pursue counterclaims against Shamrock for breach of the license agreement and for tortious interference. Because this matter is in the early stage, the Company cannot estimate the possible loss or range of loss, if any, associated with its resolution. However, there can be no assurance that the ultimate resolution of the matter will not result in a material adverse effect on the Company’s business, financial condition or results of operations.

In February 2007, the Company was named as a defendant in a lawsuit brought by Evelyna Cantwell and Jack Cantwell, individually, and also doing business as the principals of Byrd-Walsh International, LLC, in United States Federal District Court for the Southern District of Florida against the Company and its former Chairman of the Board and Chief Executive Officer and current Chairman Emeritus, Philip M. Lynch. The lawsuit alleges causes of action for breach of contract, breach of implied contract, quasi contract, promissory estoppel, equitable estoppel, negligence, wrongful conversion, fraud, constructive fraud, misappropriation and violation of the Uniform Trade Secrets Act. The suit seeks unspecified injunctive relief as well as compensatory and punitive damages in an unspecified amount which, based on the allegations of the complaint, may be claimed by plaintiffs to be in an amount in excess of $45 million. Based on the allegations in the complaint and the Company’s understanding of relevant facts and circumstances, the Company believes that the claims made by the Cantwells and Byrd-Walsh in this lawsuit are without merit and the Company intends to vigorously defend against them. Because this matter is in the early stage, the Company cannot estimate the possible loss or range of loss, if any, associated with its resolution. The amounts claimed in this lawsuit are substantial, however, and, there can be no assurance that the ultimate resolution of the matter will not result in a material adverse effect on the Company’s business, financial condition or results of operations.


In June 2007, the U.S. Internal Revenue Service concluded its audit of the Company’s U.S. federal income tax returns for fiscal 2004 and 2005. As a result of such audit, the Company paid the IRS approximately $25,000 in additional payroll taxes. The Company also agreed in principle with the IRS to adjustments that will result in the additional payment of approximately $60,000 in income tax and interest. As a result of the audit, the IRS has also taken the position that the Company failed to withhold and has assessed against the Company approximately $505,000 of payroll taxes and individual income taxes on travel and other expense reimbursements made to Philip M. Lynch, the Company’s former Chairman of the Board and Chief Executive Officer and current Chairman Emeritus, and commissions payments made to Inter Alia Holding Co. under that certain former Manufacturer’s Representative Agreement dated as of October 1, 1976 and as subsequently amended thereafter between the Company and Inter Alia, which agreement has since been terminated. Inter Alia beneficially owns approximately 24.9% of the Company’s outstanding common stock, and Philip M. Lynch, the Company’s former Chairman of the Board and Chief Executive Officer and current Chairman Emeritus, and G. Patrick Lynch, the Company’s current President and Chief Executive Officer, are shareholders of Inter Alia. The Company disagrees with the IRS’ position on withholding and is in the process of appealing the matter. Because the Company believes that it has valid legal grounds for appeal, it has determined that a loss is not probable at this time as defined by SFAS 5, “Accounting for Contingencies.” However, there can be no assurance that the ultimate resolution of the matter will not result in a material adverse effect on the Company’s business, financial condition or results of operations."





Monday, June 2, 2008

NTI - Updated DD

Looks like this company is going places. Great news about a new business unit Natur-Tec aimed at the growing bioplastics. Sales of $300,000 already and they only started selling early this year. For such a tiny company (M/C 55m) this sounds just too good to be true. So is it?

Well it seems like the trademarked Natur-Tec products aren't as "new" as i first thought. Here is the first reference to them that i can find in the SEC filings:

SEC 10-K Filing 11-21-2006 - "Bio-Plastics. NTIC also manufactures and sells Natur-Tec™ packaging products produced using proprietary biodegradable plastics technologies. Patents and trade secrets allow NTIC to produce biodegradable (compostable) plastic products with better performance properties in comparison to competitive products currently available in the market, and at a significantly lower price. NTIC’s products include totally biodegradable compost bags, agricultural film and other products intended for single-use disposable packaging applications."

Patents and trade secrets? Significantly lower price then competitors? Wow this sounds great. Sales must have been booming right?

SEC 10-K Filing 11-21-2006 - "In fiscal 2006, over 70% of NTIC’s consolidated net sales were derived from the sales of Zerust® rust and corrosion inhibiting packaging products and services to the automotive, electronics, electrical, mechanical, military and retail consumer markets. During this same period, NTIC also received revenues from sales of proprietary new technologies including anti-abrasion ink additives, as well as bio-based sintered metal mold release agents, bio-solvents, bio-emollients, bio-cleaners, bio-lubricants and bio-based and biodegradable plastic packaging."

Looks like they sold some of the biopastics back then but consolidated Net Sales were only marginally higher then previous year. Ok fine so where were they manufacturing these new bioplastic products?

SEC 10-K Filing 11-21-2006 - "NTIC produces its proprietary Zerust® additives and products at its facility in Circle Pines, Minnesota. NTIC’s other products are produced according to Company specification by selected contractors and Company joint ventures under a trade secrecy agreement and/or a license agreement."

This is all i could find. Hmmm. Ok lets fast forward to 2007.

SEC 10K Filing 11-29-2007 - "In fiscal 2007, over 70% of NTIC’s consolidated net sales were derived from the sales of Zerust® rust and corrosion inhibiting packaging products and services to the automotive, electronics, electrical, mechanical, military and retail consumer markets. During this same period, NTIC also received revenues from sales of proprietary new technologies, including anti-abrasion ink additives, as well as bio-based sintered metal mold release agents, bio-solvents, bio-emollients, bio-cleaners, bio-lubricants and bio-based and biodegradable plastic packaging."

Sold more of the bioplastics in 2007 but consolidated Net Sales were stagnant from previous year. Note: the market for bioplastics was now over 1bn US$ in 2007.
http://www.prlog.org/10047578-bioplastics-market-worldwide-with-high-growth-through-consumer-demands-for-nontoxic-products.html

What about the patents and trade secrets?

SEC 10-K Filing 11-29-2007 - "Bio-Plastics. NTIC is beginning to manufacture and sell a broad range of bio-based and biodegradable (compostable) polymer resin compounds and products
under the Natur-Tec™ brand. In recent years, a combination of market drivers such as higher petroleum prices, a desire to reduce dependence on foreign oil, increased environmental awareness at the consumer level, and favorable regulations banning the use of regular plastics, have led to widespread interest in sustainable, renewable resource based and compostable alternatives to traditional plastics. The term “bio-plastics” encompasses a broad category of plastics that are either bio-based (i.e. derived from renewable resources such as corn or cellulosic/plant material or blends thereof) or are plastics that are engineered to be fully biodegradable/compostable. Natur-Tec™ polymer resins are produced using NTIC’s proprietary and patent pending ReX Process."

Say What? Is beginning? What about those "biodegradable (compostable) plastic products with better performance properties in comparison to competitive products currently available in the market, and at a significantly lower price". Oh right now i get it these are the "new products produced using NTIC’s proprietary and patent pending ReX Process". Hmmmm. So where are these new products manufactured?

SEC 10-K Filing 11-29-2007 - "NTIC produces its proprietary Zerust® additives and products at its facility in Circle Pines, Minnesota. NTIC’s other products are produced according to NTIC’s specifications by selected contractors and Company joint ventures under a trade secrecy agreement and/or a license agreement."

Anyone have an idea? What about capacity? Margins? One of their competitors MBLX has been spending huge amounts of time and money building manufacturing plants for their products. What has NTIC done?

Note: NTIC’s margins on its bio-plastics products are much smaller than its margins on its Zerust® products. Also the bioplastics business has been growing rapidly for years so not sure why the sudden interest. Anyone?

*** I have only spent limited time doing DD on this company. Will post additional information later.