Yunhong Green Cti LTD.: Form 10-Q for the period ended Jun 30, 2025

Cautionary Note Regarding Forward Looking Statements

This Quarterly Report on Form 10-Q includes both historical and “forward-looking statements” within the meaning of federal securities law. All such statements are qualified by this cautionary note, which is provided pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act. We have based these forward-looking statements on our current expectations and projections about future results. Words such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue,” or similar words are intended to identify forward-looking statements, although not all forward-looking statements contain these words. Although we believe that our opinions and expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements, and our actual results may differ substantially from the views and expectations set forth in this Quarterly Report on Form 10-Q. We disclaim any intent or obligation to update any forward-looking statements after the date of this Quarterly Report on Form 10-Q to conform such statements to actual results or to changes in our opinions or expectations. These forward-looking statements are affected by factors, risks, uncertainties and assumptions that we make, including, without limitation, those discussed in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 under the heading “Risk Factors.”

Overview

We produce film products for novelty, packaging and container applications. These products include foil balloons, latex balloons and related products, films for packaging and custom product applications, and flexible containers for packaging and consumer storage applications. We produce all of our film products for packaging, container applications and most of our foil balloons at our plant in Lake Barrington, Illinois. The Company purchases latex balloons from an unrelated vendor and distributes in the United States, particularly to those customers that prefer a combined solution for foil and latex balloons. Substantially all our film products for packaging and custom product applications are sold to customers in the United States. We market and sell our novelty items, Balloon inspired gifts (balloons and candy arranged to look like a flower bouquet for gifting) and flexible containers for consumer use primarily in the United States. During 2023 we changed our name to include “Green”, to communicate our intention to supply biodegradable and compostable materials to the marketplace that are developed by our partners in Asia. We created a new subsidiary, in part, for this purpose. In recent periods, the U.S. government has imposed tariffs on certain goods imported from countries including China. Existing and future trade tariffs, import duties and quotas could also materially increase our costs of procuring the materials we use and disrupt the markets for the products we handle, which in turn could have a material adverse effect on our financial position, results of operations and cash flows.

Summary of Significant Events

On October 21, 2024, Yunhong Green CTI Ltd. received written notice from Nasdaq indicating that the Company’s common stock had not maintained a minimum closing bid price of $1.00 per share for 30 consecutive business days, thereby failing to comply with Nasdaq Listing Rule 5550(a)(2). The notice provided the Company with an initial 180-day grace period, through April 21, 2025, to regain compliance.

As the Company did not meet the minimum bid requirement by the end of the initial period, Nasdaq granted a second 180-day compliance period on April 24, 2025, extending the deadline to October 19, 2025. The Company intends to continue actively monitoring the closing bid price of its common stock and will evaluate all available options to regain compliance, including, if necessary, effecting a reverse stock split.

If, at any time before the extended deadline, the Company’s common stock closes at or above $1.00 per share for a minimum of 10 consecutive business days, Nasdaq will provide written confirmation that the Company has regained compliance with the Minimum Bid Price Rule.

Senior Credit Facilities

On September 30, 2021 (the “Closing Date”), the Company entered into a loan and security agreement (the “Agreement”) with Line Financial (the “Lender”), which provides for a senior secured financing consisting of a revolving credit facility (the “Revolving Credit Facility) in an aggregate principal amount of up to $6 million (the “Maximum Revolver Amount”) and term loan facility (the “Term Loan Facility”) in an aggregate principal amount of $731,250 (“Term Loan Amount” and, together with the Revolving Credit Facility, the “Senior Facilities”). The Senior Facilities are secured by substantially all assets of the Company. The Company believes it has been in compliance with the terms of these Senior Facilities since their inception in September 2021.

Interest on the Senior Facilities was set at the prime rate published from time to time published in the Wall Street Journal (7.5% as of June 30, 2025), plus 1.45% per annum, accruing daily and payable monthly. Interest shall be calculated on the basis of a 360-day year for the actual number of days elapsed. The Term Loan Facility shall be repaid by the Company to Lender in 48 equal monthly installments of principal and interest, each in the amount of $15,000, commencing on November 1, 2021, and continuing on the first day of each month thereafter until the Term Loan Maturity Date (as defined in the Agreement). Also, the Company paid the Lender collateral monitoring fees of 4.62% of the eligible accounts receivable, inventory, and equipment supporting the Revolving Credit Facility and the Term Loan.

The Senior Facilities matured on September 30, 2023 and were extended with a maturity date of September 30, 2025. The facility automatically extends for successive periods of one year each, unless the Company or the Lender gives the other party written notice of termination not less than 90 days prior to the end of such term or renewal term, as applicable. If the Senior Facilities are renewed, the Company shall pay the Lender a renewal fee of 1.25% of the Maximum Revolver Amount and the Term Loan Amount upon each renewal on the anniversary of the Closing Date. The Company has the option to prepay the Term Loan Facility (together with all accrued but unpaid interest and a Term Loan Prepayment Fee (as defined in the agreement) in whole, but not in part, upon not less than 60 days prior written notice to the Lender.

The Senior Facilities require that the Company maintain Tangible Net Worth of at least $4,000,000 or greater (“Minimum Tangible Net Worth”). Minimum Tangible Net Worth may be adjusted downward by the Lender, from time to time, in its sole and absolute discretion, based on the effect of non-cash charges and other factors on the calculation of Tangible Net Worth. Other debt subordinated to Lender is not considered as a reduction of this calculation. The Company believes it was in compliance with this covenant for all relevant months, including as of June 30, 2025 and December 31, 2024, respectively.

The Senior Facilities contain certain affirmative and negative covenants that limit the ability of the Company, among other things and subject to certain significant exceptions, to incur debt or liens, make investments, enter into certain mergers, consolidations, and acquisitions, pay dividends and make other restricted payments, or make capital expenditures exceeding $1,000,000 in the aggregate in any fiscal year.

As of both June 30, 2025 and December 31, 2024, the term loan balance amounted to approximately $0.6 million, which consisted of the principal and interest payable balance of $0.6 million and deferred financing costs of approximately $5,000 and $17,000 respectively. The balance of the Revolving Line of Credit as of June 30, 2025 and December 31, 2024 amounted to $4.7 million and $6.6 million, respectively. As of December 31, 2024, the Revolving Line of Credit exceeded $6,000,000 due to the year-end holiday schedule of the lender, and returned to less than $6,000,000 on January 3, 2025.

Note Payable, Related Party

The Company is party to a note payable to John H. Schwan, Director and former Chairman of the Board, with a loan balance of $1.3 million and interest rate of 6% as of December 31, 2023. The Company repaid $1 million to Mr. Schwan during January 2024. The parties agreed to the payment of the remaining $0.3 million at a future date to be determined. This related party note payable is subordinate to the Senior Facilities.

Results of Operations

Net Sales: Net sales for the three-month periods ended June 30, 2025 and 2024 were approximately $5,457,000 and $4,354,000, respectively, representing an increase of $1,103,000 or 25% quarter-over-quarter.

For the three-month period ended June 30, 2025 and 2024, net sales by product category were as follows:

For the six-month period ended June 30, 2025 and 2024, net sales were $10,259,000 and $9,248,000 respectively, representing an increase of $1,011,000, or 11%.

For the six-month periods ended June 30, 2025 and 2024, net sales by product category were as follows

Foil Balloons. Revenues from the sale of foil balloons decreased during the three-month period ended June 30, 2025 to $3,012,000 compared to $3,252,000 during the same period of 2024. The slight decrease in revenue is due to the timing of shipments.

Revenues from the sale of foil balloons increased during the six-month period ended June 30, 2025 to $7,245,000 compared to $6,171,000 during the same period of 2024. The main reason for this change is as majority of our valentine’s day foil balloons this year were shipped in Q1 2025 whereas last year the majority of our Valentine’s Day foil balloons were shipped in Q4 2023. The increase is related to the timing of orders and shipment.

Films. Revenues from the sale of commercial films were $350,000 and $777,000 during the three and six month periods ended June 30, 2025, compared to $171,000 and $476,000 during the same periods of 2024. Sales in this area have been inconsistent due to a small number of customers and a significant number of competitors.

Other Revenues: Revenues from the sale of other products were $2,095,000 and $2,237,000 during the three and six month periods ended June 30, 2025 compared to $931,000 and $2,601,000 during the same periods of 2024. Other revenues during these periods primarily consisted of: (i) sales of balloon-inspired gift products, including candy and small inflated balloons packaged in small containers; and (ii) sales of accessories and supply items related to balloon products. The main reason for the fluctuation of the sales is due to timing of Valentine’s Day related shipments, which occurred in December 2024 compared to Q1 2024 for the following year.

Sales to a limited number of customers continue to represent a large percentage of our net sales. The table below illustrates the impact on sales of our top three and ten customers for the three and six month periods ended June 30, 2025 and 2024.

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During the three and six months ended June 30, 2025 and 2024, there were two customers whose purchases represented more than 10% of the Company’s consolidated net sales. Sales to these customers for the three and six months ended June 30, 2025 and 2024 are as follows:

As of June 30, 2025, the total amounts owed to the Company by these customers were approximately $3,484,000 or 89% of the Company’s consolidated net accounts receivable. The amounts owed at June 30, 2024 by these customers were $3,232,000 or 94% of the Company’s consolidated net accounts receivable.

Cost of Sales. During the three and six month periods ended June 30, 2025, the cost of sales was $4,479,000 and $8,415,000 compared to $3,662,000 and $7,660,000 respectively for the same periods of 2024, with the change driven largely by changes in sales volume. As a percentage of sales, cost of sales was 82% during the three and six months ended June 30, 2025, compared to 84% and 83% during the three and six months ended June 30, 2024.

General and Administrative. During the three and six month periods ended June 30, 2025, general and administrative expenses were $754,000 and $1,593,000 as compared to $640,000 and $1,698,000, respectively, for the same periods of 2024. The company had higher than usual audit fees in both years. Of note are the “re-audit” costs associated with 2023 due to the Company’s former auditor being suspended from practicing before the SEC during May 2024.

Selling, Advertising and Marketing: During the three and six month periods ended June 30, 2025, selling, advertising and marketing expenses were $168,000 and $338,000 as compared to $223,000 and $413,000, respectively, for the same period in 2024. Selling costs have decreased by $55,000 and $75,000.

Other Income (Expense): During the three and six month periods ended June 30, 2025, the Company incurred interest expense of $227,000 and $465,000 as compared to interest expense of $236,000 and $454,000, respectively, during the same periods of 2024.

Financial Condition, Liquidity and Capital Resources

Cash Flow Items.

Operating Activities. During the six months ended June 30, 2025, net cash provided by operations was $1,714,000, compared to net cash provided by operations during the six months ended June 30, 2024 of $108,000.

Significant changes in working capital items during the six months ended June 30, 2025 included:

• A decrease in accounts receivable of $1,608,000 compared to a decrease in accounts receivable of $545,000 in the same period of 2024.
• A decrease in inventory of $313,000 compared to a decrease in inventory of $347,000 in 2024.
• A decrease in trade payables of $104,000 compared to a decrease in trade payables of $70,000 in 2024.
• A decrease in prepaid expenses and other assets of $169,000 compared to an increase of $21,000 in 2024.
• A decrease in accrued liabilities of $50,000 compared to an increase in accrued liabilities of $49,000 in 2024.

Investing Activity. During the six months ended June 30, 2025, cash used in investing activity was $42,000, compared to cash used in investing activity for the same period of 2024 in the amount of $274,000.

Financing Activities. During the three months ended June 30, 2025, cash used in financing activities was $1,874,000 compared to cash used by financing activities for the same period of 2024 in the amount of $733,000. Financing activity during 2025 consisted principally of changes in the balances of revolving and term loan debt.

Liquidity and Capital Resources.

At June 30, 2025, the Company had cash balances of $18,000 compared to cash balances of $22,000 for the same period of 2024.

The ability of the Company to continue as a going concern is dependent on the Company executing its business plan and, if unable to do so, in obtaining adequate capital on acceptable terms to fund any operating losses. Management’s plans to continue as a going concern include executing its business plan, continuing to focus our Company on the most profitable elements, and exploring alternative funding sources on an as needed basis. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. The supply chain constraints, inflationary pressures and tariffs are expected to impact to some extent our operations and reduced access to capital. The ability of the Company to continue as a going concern is dependent upon its ability to successfully generate or otherwise secure other sources of financing and attain profitable operations. There is substantial doubt about the ability of the Company to continue as a going concern for one year from the issuance of the accompanying consolidated financial statements. The accompanying consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

The Company’s primary sources of liquidity have traditionally been comprised of cash and cash equivalents as well as availability under the Credit Agreement. While the Company expects to have access to needed capital at reasonable cost, there can be no assurance of success, and as such, might negatively impact the Company’s ability to continue as a going concern.

Seasonality

In the foil balloon product line, sales have historically been seasonal with approximately 40% occurring in the period from December through March of the succeeding year and 24% being generated in the period July through October in recent years.

Critical Accounting Estimates

The critical accounting estimates utilized by the Company in preparation of the accompanying financial statements are set forth in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. There have been no material changes to these policies since December 31, 2024.

(a) Disclosure Controls and Procedures

We maintain disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act, is recorded, processed, summarized, and reported within the time periods specified by the Commission’s rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are properly recorded, processed, summarized and reported within the time periods required by the Commission’s rules and forms.

We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer (principal executive officer) and Corporate Controller (principal financial officer), of the effectiveness of the design and operation of these disclosure controls and procedures, as such term is defined in Exchange Act Rule 13a-15(e), as of June 30, 2025. Based on this evaluation, the Chief Executive Officer and Corporate Controller concluded that our disclosure controls and procedures were not effective as of June 30, 2025, the end of the period covered by this Quarterly Report on Form 10-Q, due to the material weaknesses described below.

(b) Management’s Report on Internal Control over Financial Reporting

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness of internal control over financial reporting to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management has assessed the effectiveness of our internal control over financial reporting as of June 30, 2025. In making our assessment of the effectiveness of internal control over financial reporting, management used the criteria set forth in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

A material weakness is a control deficiency, or combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the registrant’s annual or interim financial statements will not be prevented or detected on a timely basis. As a result of our evaluation of our internal control over financial reporting, management identified the following material weakness in our internal control over financial reporting:

• We lacked a sufficient number of accounting professionals with the necessary knowledge, experience and training to adequately account for significant, unusual transactions that have resulted in misapplications of GAAP, particularly with regard to equity financing arrangements and the timing of recognition of certain non-cash charges.

As a result of the material weakness, we have concluded that we did not maintain effective internal control over financial reporting as of June 30, 2025.

Plan for Remediation of Material Weakness

In 2024, a material weakness was identified in our internal control over financial reporting, specifically related to the accuracy of standard labor and overhead cost calculations. As of June 30, 2025, management has concluded that this material weakness has been remediated through the implementation of enhanced processes and controls to ensure that standard labor and overhead costs are calculated appropriately and accurately. These improvements include, but are not limited to, periodic monitoring and analysis of variances between actual and standard manufacturing costs, overseen by both the Chief Executive Officer and the Corporate Controller (Principal Financial Officer).

The Company believes that the combination of responsibilities held by the Chief Executive Officer and the Corporate Controller strengthens financial oversight, enhances internal control effectiveness, and promotes leadership continuity. As management continues to evaluate and refine our internal control framework, additional steps may be taken to address any remaining deficiencies or to further strengthen and remediation measures already in place.

This quarterly report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by its registered public accounting firm pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, which permits the Company to provide only management’s report in this quarterly report.

(c) Changes in Internal Control over Financial Reporting

On April 25, 2025, Frank Cesario notified the Board of Directors of his resignation as Director, effective immediately, due to personal reasons. Mr. Cesario’s departure was not due to any disagreement with the Company on any matter relating to its operations, policies, or practices.

On May 1, 2025, Douglas Bosley notified the Board of Directors of his resignation as Director, effective immediately, due to personal reasons. Mr. Bosley’s departure was not due to any disagreement with the Company on any matter relating to its operations, policies, or practices.

Other than as described in the Plan for Remediation of Material Weakness, there were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.