YUNHONG GREEN CTI LTD. - Quarter Report: 2022 September (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2022
OR
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _________to_________
Commission File Number
000-23115
YUNHONG CTI LTD.
(Exact name of registrant as specified in its charter)
| Illinois | 36-2848943 | |
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification No.) |
| 22160 N. Pepper Road | ||
| Barrington, Illinois | 60010 | |
| (Address of principal executive offices) | (Zip Code) |
(847)382-1000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, no par value per share | CTIB | The Nasdaq Stock Market LLC (The Nasdaq Capital Market) |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| Non-accelerated filer | ☐ | Smaller reporting company | ☒ |
| Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The number of shares outstanding of the registrant’s common stock, no par value per share, as of November 10th, 2022 was (excluding treasury shares).
INDEX
Yunhong CTI, LTD
Condensed Consolidated Balance Sheets
| September 30, 2022 | December 31, 2021 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 101,000 | $ | 66,000 | ||||
| Accounts receivable, net | 1,411,000 | 3,443,000 | ||||||
| Inventories, net | 9,162,000 | 7,876,000 | ||||||
| Prepaid expenses | 574,000 | 625,000 | ||||||
| Other current assets | 89,000 | 464,000 | ||||||
| Total current assets | 11,337,000 | 12,474,000 | ||||||
| Property, plant and equipment: | ||||||||
| Machinery and equipment | 17,647,000 | 17,470,000 | ||||||
| Office furniture and equipment | 2,076,000 | 2,076,000 | ||||||
| Intellectual property | 783,000 | 783,000 | ||||||
| Leasehold improvements | 36,000 | 23,000 | ||||||
| Fixtures and equipment at customer locations | 519,000 | 519,000 | ||||||
| Projects under construction | 153,000 | 223,000 | ||||||
| 21,214,000 | 21,094,000 | |||||||
| Less : accumulated depreciation and amortization | (20,242,000 | ) | (19,951,000 | ) | ||||
| Total property, plant and equipment, net | 972,000 | 1,143,000 | ||||||
| Other assets: | ||||||||
| Operating lease right-of-use | 4,005,000 | 3,530,000 | ||||||
| Other assets | 135,000 | |||||||
| Total other assets | 4,005,000 | 3,665,000 | ||||||
| TOTAL ASSETS | 16,314,000 | 17,282,000 | ||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Trade payables | $ | 2,078,000 | $ | 2,132,000 | ||||
| Line of credit | 3,972,000 | 5,003,000 | ||||||
| Notes payable - current portion | 266,000 | 726,000 | ||||||
| Notes payable – related party, subordinated | 1,193,000 | |||||||
| Operating Lease Liabilities - current | 509,000 | 670,000 | ||||||
| Investor deposit liability | 570,000 | |||||||
| Accrued liabilities | 894,000 | 647,000 | ||||||
| Total current liabilities | 8,289,000 | 10,371,000 | ||||||
| Long-term liabilities: | ||||||||
| Notes payable - noncurrent | 462,000 | |||||||
| Notes payable – related party, subordinated | 1,252,000 | |||||||
| Operating Lease Liabilities – noncurrent | 3,496,000 | 2,860,000 | ||||||
| Total long-term liabilities | 5,210,000 | 2,860,000 | ||||||
| TOTAL LIABILITIES | 13,499,000 | 13,231,000 | ||||||
| Equity: | ||||||||
| Yunhong CTI, Ltd stockholders’ equity: | ||||||||
| Series A Preferred Stock — no par value, shares authorized, and shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively | 3,155,000 | |||||||
| Series B Preferred Stock — no par value, shares authorized, shares issued and outstanding at September 30, 2022 and December 31, 2021 respectively (liquidation preference - $1.7 million as of September 30, 2022) | 1,817,000 | 1,715,000 | ||||||
| Series C Preferred Stock — no par value, shares authorized, and shares issued and outstanding at September 30, 2022 and December 31, 2021 respectively | 1,630,000 | |||||||
| Series D Preferred Stock — no par value, shares authorized, and shares issued and outstanding at September 30, 2022 and December 31, 2021 respectively | 1,512,000 | |||||||
| Common stock - no par value, shares authorized, and shares issued and and shares outstanding at September 30, 2022 and December 31, 2021 respectively | 21,283,000 | 14,538,000 | ||||||
| Paid-in-capital | 3,920,000 | 4,317,000 | ||||||
| Accumulated deficit | (24,044,000 | ) | (22,655,000 | ) | ||||
| Less: Treasury stock, shares | (161,000 | ) | (161,000 | ) | ||||
| - | ||||||||
| Total Yunhong CTI, Ltd Stockholders’ Equity | 2,815,000 | 4,051,000 | ||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | 16,314,000 | $ | 17,282,000 | ||||
See accompanying notes to condensed consolidated unaudited financial statements
| 1 |
Yunhong CTI, LTD
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Net Sales | $ | 2,263,000 | $ | 5,184,000 | $ | 12,478,000 | $ | 17,495,000 | ||||||||
| Cost of Sales | 2,021,000 | 4,528,000 | 10,394,000 | 14,559,000 | ||||||||||||
| Gross profit | 242,000 | 656,000 | 2,084,000 | 2,936,000 | ||||||||||||
| Operating expenses: | ||||||||||||||||
| General and administrative | 896,000 | 833,000 | 2,731,000 | 2,730,000 | ||||||||||||
| Selling | 32,000 | 33,000 | 104,000 | 98,000 | ||||||||||||
| Advertising and marketing | 71,000 | 71,000 | 331,000 | 252,000 | ||||||||||||
| Gain on sale of assets | (3,357,000 | ) | ||||||||||||||
| Total operating (income) expenses | 999,000 | 937,000 | 3,166,000 | (277,000 | ) | |||||||||||
| (Loss)/income from operations | (757,000 | ) | (281,000 | ) | (1,082,000 | ) | 3,213,000 | |||||||||
| Other (expense) income: | ||||||||||||||||
| Interest expense | (120,000 | ) | (89,000 | ) | (325,000 | ) | (437,000 | ) | ||||||||
| Other income/(expense) | (92,000 | ) | 148,000 | 18,000 | (79,000 | ) | ||||||||||
| Total other expense, net | (212,000 | ) | 59,000 | (307,000 | ) | (516,000 | ) | |||||||||
| (Loss) /income from continuing operations before taxes | (969,000 | ) | (222,000 | ) | (1,389,000 | ) | 2,697,000 | |||||||||
| Income tax expense | ||||||||||||||||
| Income (Loss) from continuing operations | (969,000 | ) | (222,000 | ) | (1,389,000 | ) | 2,697,000 | |||||||||
| Loss from discontinued operations, net | (416,000 | ) | (1,232,000 | ) | ||||||||||||
| Net (Loss) / income | $ | (969,000 | ) | $ | (638,000 | ) | $ | (1,389,000 | ) | $ | 1,465,000 | |||||
| Less: Net income attributable to noncontrolling interest | (5,000 | ) | 727,000 | |||||||||||||
| Net (loss) / income attributable to Yunhong CTI, Ltd | $ | (969,000 | ) | $ | (633,000 | ) | $ | (1,389,000 | ) | $ | 738,000 | |||||
| Other Comprehensive Income (Loss) | ||||||||||||||||
| Foreign currency adjustment | 344,000 | 388,000 | ||||||||||||||
| Comprehensive (loss) / income | $ | (969,000 | ) | $ | (982,000 | ) | $ | (1,389,000 | ) | $ | 1,077,000 | |||||
| Deemed Dividends on preferred stock and amortization of beneficial conversion feature | $ | (146,000 | ) | $ | (168,000 | ) | $ | (550,000 | ) | $ | (1,878,000 | ) | ||||
| Net (Loss) / income attributable to Yunhong CTI Ltd common Shareholders | $ | (1,115,000 | ) | $ | (801,000 | ) | $ | (1,939,000 | ) | $ | (1,140,000 | ) | ||||
| Basic (loss) / income per common share | ||||||||||||||||
| Continuing operations | $ | (0.12 | ) | $ | (0.07 | ) | $ | (0.28 | ) | $ | 0.01 | |||||
| Discontinued operations | (0.07 | ) | (0.21 | ) | ||||||||||||
| Basic (loss) / income per common share | $ | (0.12 | ) | $ | (0.14 | ) | $ | (0.28 | ) | $ | 0.20 | |||||
| Diluted (loss) / income per common share | ||||||||||||||||
| Continuing operations | $ | (0.12 | ) | $ | (0.07 | ) | $ | (0.28 | ) | $ | 0.01 | |||||
| Discontinued operations | (0.07 | ) | (0.21 | ) | ||||||||||||
| Diluted (loss) / income per common share | $ | (0.12 | ) | $ | (0.14 | ) | $ | (0.28 | ) | $ | (0.20 | ) | ||||
| Weighted average number of shares and equivalent shares of common stock outstanding: | ||||||||||||||||
| Basic | 9,261,972 | 5,886,750 | 7,028,920 | 5,876,237 | ||||||||||||
| Diluted | 9,261,972 | 5,886,750 | 7,028,920 | 5,876,237 | ||||||||||||
See accompanying notes to condensed consolidated unaudited financial statements
| 2 |
Yunhong CTI, LTD
Condensed Consolidated Statements of Cash Flows (Unaudited)
| For the Nine Months Ended September 30, | ||||||||
| 2022 | 2021 | |||||||
| Cash flows from operating activities: | ||||||||
| Net (loss) / income from continuing operations | $ | (1,389,000 | ) | $ | 2,697,000 | |||
| Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||||||||
| Depreciation and amortization | 291,000 | 357,000 | ||||||
| Equity compensation expense | 153,000 | |||||||
| Gain on sale of building | (3,357,000 | ) | ||||||
| Provision for losses on accounts receivable | 154,000 | |||||||
| Impairment of note receivable | 95,000 | |||||||
| Change in assets and liabilities: | ||||||||
| Accounts receivable | 2,032,000 | 169,000 | ||||||
| Inventories | (1,286,000 | ) | (401,000 | ) | ||||
| Prepaid expenses and other assets | 562,000 | (694,000 | ) | |||||
| Trade payables | (54,000 | ) | (714,000 | ) | ||||
| Accrued liabilities | 878,000 | 490,000 | ||||||
| Net cash provided by (used in) operating activities | 1,187,000 | (1,204,000 | ) | |||||
| Cash flows from investing activities: | ||||||||
| Purchases of property, plant and equipment | (121,000 | ) | (94,000 | ) | ||||
| Sale of building | 3,500,000 | |||||||
| Net cash (used in) provided by investing activities | (121,000 | ) | 3,406,000 | |||||
| Cash flows from financing activities: | ||||||||
| Repayment of debt and revolving line of credit | (1,031,000 | ) | (3,730,000 | ) | ||||
| Proceeds from advance from investor | 1,500,000 | |||||||
| Proceeds from issuance of long-term debt and revolving line of credit | 1,580,000 | |||||||
| Net cash used in financing activities | (1,031,000 | ) | (650,000 | ) | ||||
| Cash flows from discontinued operations: | ||||||||
| Operating activities | (1,222,000 | ) | ||||||
| Investing activities | (5,000 | ) | ||||||
| Financing activities | ||||||||
| Net cash provided by (used in) discontinued operations | (1,227,000 | ) | ||||||
| Effect of exchange rate changes on cash | (12,000 | ) | ||||||
| Net (decrease) / increase in cash and cash equivalents | 35,000 | 313,000 | ||||||
| Cash and cash equivalents at beginning of period | 66,000 | 66,000 | ||||||
| Cash and cash equivalents at end of period | $ | 101,000 | $ | 379,000 | ||||
| Supplemental disclosure of cash flow information: | ||||||||
| Cash payments for interest | $ | 265,000 | $ | 527,000 | ||||
| Accrued Divided and Accretion on preferred stock | $ | 550,000 | $ | 545,000 | ||||
| Issuance of Series C Preferred in exchange from advance from investor | $ | $ | 1,500,000 | |||||
| Lease right-of-use assets and lease liability | $ | 747,000 | $ | 3,916,000 | ||||
| Amortization of beneficial conversion feature and deemed dividend on Series C Preferred stock | $ | $ | 1,500,000 | |||||
| Conversion Series A, C and D Preferred stock | $ | 6,745,000 | $ | |||||
See accompanying notes to condensed consolidated unaudited financial statements
| 3 |
Yunhong CTI, Ltd
Consolidated Statements of Stockholders’ Equity
| Yunhong CTI, Ltd | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Series A | Series B | Series C | Series D | Common | Accumulated | Less | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Preferred Stock | Preferred Stock | Preferred Stock | Preferred Stock | Stock | Paid-in | (Deficit) | Treasury Stock | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Capital | Earnings | Shares | Amount | TOTAL | ||||||||||||||||||||||||||||||||||||||||||||||
| Balance June 30, 2022 | 500,000 | $ | 3,355,000 | 170,000 | $ | 1,783,000 | 170,000 | $ | 1,698,000 | 170,000 | $ | 1,580,000 | 5,955,408 | $ | 14,538,000 | $ | 4,005,000 | $ | (23,075,000 | ) | (44,000 | ) | $ | (161,000 | ) | 3,723,000 | ||||||||||||||||||||||||||||||||||
| Accrued Deemed Dividend - Series A Preferred Stock | 66,667 | (66,667 | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion – Series A Preferred Stock | (500,000 | ) | (3,421,667 | ) | 6,278,990 | 3,421,667 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Accrued Deemed Dividend - Series B Preferred Stock | 34,000 | (34,000 | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Accrued Deemed Dividend - Series C Preferred Stock | 22,667 | (22,667 | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion – Series C Preferred Stock | (170,000 | ) | (1,720,667 | ) | 1,985,702 | 1,720,667 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Accrued Deemed Dividend - Series D Preferred Stock | 22,667 | (22,667 | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion – Series D Preferred Stock | (170,000 | ) | (1,602,667 | ) | 1,826,399 | 1,602,667 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock Issuance | 56,250- | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity Compensation Charge | 61,000 | 61,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net Income (Loss) | (969,000 | ) | (969,000 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance September 30, 2022 | $ | 170,000 | $ | 1,817,000 | $ | $ | 16,102,749 | $ | 21,283,001 | $ | 3,920,000 | $ | (24,044,000 | ) | (44,000 | ) | $ | (161,000 | ) | 2,815,000 | ||||||||||||||||||||||||||||||||||||||||
Yunhong CTI, Ltd
Consolidated Statements of Stockholders’ Equity
| Yunhong CTI, Ltd | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Series A | Series B | Series C | Series D | Common | Accumulated | Less | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Preferred Stock | Preferred Stock | Preferred Stock | Preferred Stock | Stock | Paid-in | (Deficit) | Treasury Stock | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Capital | Earnings | Shares | Amount | TOTAL | ||||||||||||||||||||||||||||||||||||||||||||||
| Balance December 31, 2021 | 500,000 | $ | 3,155,000 | 170,000 | $ | 1,715,000 | 170,000 | $ | 1,630,000 | 170,000 | $ | 1,512,000 | 5,930,408 | $ | 14,538,000 | $ | 4,317,000 | $ | (22,655,000 | ) | (44,000 | ) | $ | (161,000 | ) | 4,051,000 | ||||||||||||||||||||||||||||||||||
| Accrued Deemed Dividend - Series A Preferred Stock | 266,667 | (266,667 | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversoin – Series A Preferred Stock | (500,000 | ) | (3,421,667 | ) | 6,278,990 | 3,421,667 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Accrued Deemed Dividend - Series B Preferred Stock | 102,000 | (102,000 | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Accrued Deemed Dividend - Series C Preferred Stock | 90,667 | (90,667 | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion – Series C Preferred Stock | (170,000 | ) | (1,720,667 | ) | 1,985,702 | 1,720,667 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Accrued Deemed Dividend - Series D Preferred Stock | 90,667 | (90,667 | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion – Series D Preferred Stock | (170,000 | ) | (1,602,667 | ) | 1,826,399 | 1,602,667 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock Issuance | 81,250 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity Compensation Charge | 153,000 | 153,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net Income (Loss) | (1,389,000 | ) | (1,389,000 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance September 30, 2022 | $ | 170,000 | $ | 1,817,000 | $ | $ | 16,102,749 | $ | 21,283,001 | $ | 3,920,000 | $ | (24,044,000 | ) | (44,000 | ) | $ | (161,000 | ) | 2,815,000 | ||||||||||||||||||||||||||||||||||||||||
See accompanying notes to condensed consolidated unaudited financial statements
| 4 |
Yunhong CTI, Ltd
Consolidated Statements of Stockholders’ Equity
| Yunhong CTI, Ltd | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Accumulated | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Series A | Series B | Series C | Series D | Common | Accumulated | Other | Less | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Preferred Stock | Preferred Stock | Preferred Stock | Preferred Stock | Stock | Paid-in | (Deficit) | Comprehensive | Treasury Stock | Noncontrolling | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Capital | Earnings | Loss | Shares | Amount | Interest | TOTAL | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance December 31, 2020 | 500,000 | $ | 2,754,000 | $ | $ | 5,827,000 | $ | 14,538,000 | $ | 5,042,000 | $ | (14,382,000 | ) | $ | (5,885,000 | ) | (44,000 | ) | $ | (161,000 | ) | $ | (718,000 | ) | 1,188,000 | |||||||||||||||||||||||||||||||||||||||||||
| Series D Convertible Preferred Stock Issuance | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Series C Convertible Preferred Stock Issuance | 170,000 | 1,500,000 | 1,500,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Series B Convertible Preferred Stock Modification | 170,000 | 1,613,000 | 1,613,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Convertible Preferred Stock Issuance - conversion of debt | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Preferred Stock converted | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued for placement agent fees | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warrants issued to placement agent and other issuance costs | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued for warrants exercised - cashless | 103,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued - cashless | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Placement agent fees and issuance costs | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Beneficial Conversion feature (BCF) on Series A Preferred Stock | (2,468,473 | ) | 2,468,473 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Deemed Dividend on BCF of Series A Preferred Stock | 2,468,473 | (2,468,473 | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| BCF on Series C Preferred Stock | 1,500,000 | 1,500,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Deemed Dividend on BCF of Series C Preferred Stock | (1,500,000 | ) | (1,500,000 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Accrued Deemed Dividend - Series A Preferred Stock | 100,000 | (100,000 | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Accrued Deemed Dividend - Series B Preferred Stock | (34,000 | ) | (34,000 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Accrued Deemed Dividend - Series C Preferred Stock | 28,000 | (28,000 | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Accretion of Series B Preferred Stock | (47,000 | ) | (47,000 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Completion of HFS | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net Income (Loss) | (422,000 | ) | 41,000 | (381,000 | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign Currency Translation | (16,000 | ) | (16,000 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance March 31, 2021 | 500,000 | $ | 2,854,000 | 170,000 | $ | 1,613,000 | 170,000 | $ | 1,528,000 | $ | 5,930,000 | $ | 14,538,000 | $ | 4,833,000 | $ | (14,804,000 | ) | $ | (5,901,000 | ) | (44,000 | ) | $ | (161,000 | ) | $ | (677,000 | ) | 3,823,000 | ||||||||||||||||||||||||||||||||||||||
| Series D Convertible Preferred Stock Issuance | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Series C Convertible Preferred Stock Issuance | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Series B Convertible Preferred Stock Modification | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued for warrants exercised - cashless | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| BCF on Series C Preferred Stock | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Deemed Dividend on BCF of Series C Preferred Stock | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Accrued Deemed Dividend - Series A Preferred Stock | 200,000 | (200,000 | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Accrued Deemed Dividend - Series B Preferred Stock | 68,000 | (68,000 | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Accrued Deemed Dividend - Series C Preferred Stock | 68,000 | (68,000 | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Accretion of Series B Preferred Stock | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net Income (Loss) | 1,119,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign Currency Translation | (373,000 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance September 30, 2021 | 500,000 | $ | 3,054,000 | 170,000 | $ | 1,681,000 | 170,000 | $ | 1,596,000 | $ | 5,930,000 | $ | 14,538,000 | $ | 4,497,000 | $ | (13,645,000 | ) | $ | (6,273,000 | ) | (44,000 | ) | $ | (161,000 | ) | $ | 10,000 | 5,296,000 | |||||||||||||||||||||||||||||||||||||||
See accompanying notes to condensed consolidated unaudited financial statements
| 5 |
Yunhong CTI Ltd. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
Note 1 - Basis of Presentation
The accompanying condensed (a) consolidated balance sheet as of September 30, 2022 and (b) the unaudited interim condensed consolidated financial statements have been prepared and, in the opinion of management, contain all the adjustments (consisting of those of a normal recurring nature) considered necessary to present fairly the consolidated financial position and the consolidated statements of comprehensive income and consolidated cash flows for the periods presented in conformity with generally accepted accounting principles for interim consolidated financial information and the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America. Operating results for the three and six months ended September 30, 2022 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2022. It is suggested that these condensed consolidated financial statements be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2021, filed on April 15, 2022, which can be found on the Company’s website (www.ctiindustries.com) or www.sec.gov.
Principles of consolidation and nature of operations:
Yunhong CTI Ltd and CTI Supply, Inc. (collectively, the “Company”) (i) design, manufacture and distribute metalized balloon products throughout the world, (ii) distribute purchased latex balloons products, and (iii) operate systems for the production, lamination, coating and printing of films used for food packaging and other commercial uses and for conversion of films to flexible packaging containers and other products. As discussed in Note 2 Discontinued Operations, effective in the third quarter of 2019, the Company determined that it was exiting the business formerly conducted by CTI Europe GmbH (“CTI Europe”). In addition, during October 2021, the Company sold its Mexican subsidiary (Flexo Universal, S. de R.L. de C.V.), a manufacturer of latex balloons. Accordingly, the operations of these entities are classified as discontinued operations in these financial statements.
The condensed consolidated financial statements include the accounts of Yunhong CTI Ltd., and CTI Supply, Inc. See Note 2.
The determination of whether or not to consolidate a variable interest entity under U.S. GAAP requires a significant amount of judgment concerning the degree of control over an entity by its holders of variable interest. To make these judgments, management has conducted an analysis of the relationship of the holders of variable interest to each other, the design of the entity, the expected operations of the entity, which holder of variable interests is most “closely associated” to the entity and which holder of variable interests is the primary beneficiary required to consolidate the entity. Upon the occurrence of certain events, management reviews and reconsiders its previous conclusion regarding the status of an entity as a variable interest entity.
Reclassification:
Certain amounts in the Company’s condensed consolidated financial statements for prior periods have been reclassified to conform to the current period presentation. These reclassifications have not changed the results of operations of prior periods.
Use of estimates:
In preparing financial statements in conformity with accounting principles generally accepted in the United States of America, management makes estimates and assumptions that affect the amounts reported of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period in the financial statements and accompanying notes. Actual results may differ from those estimates. The Company’s significant estimates include valuation allowances for doubtful accounts and inventory valuation, preferred stock dividends and beneficial conversion features, and assumptions used as inputs in the Black-Scholes option-pricing model.
Segments:
The Company operates as a single segment, both in terms of geography and operations, particularly in light of the October 2021 sale of its Flexo Universal subsidiary. After that date, all manufacturing occurs in the United States.
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Basic income (loss) per share is computed by dividing net income (loss) attributable to Yunhong CTI Ltd shareholders by the weighted average number of shares of common stock outstanding during each period.
Diluted income (loss) per share is computed by dividing the net income (loss) attributable to Yunhong CTI Ltd shareholders by the weighted average number of shares of common stock and equivalents (stock options and warrants), unless anti-dilutive, during each period.
As of September 30, 2022 and 2021, shares to be issued upon the exercise of options and warrants aggregated and , respectively. As of September 30, 2022, shares to be issued upon the conversion of Series A, Series B, Series C, and Series D Preferred Stock is summarized in Note 5. For the nine months ended September 30, 2022, no assumed conversions were included in the determination of earnings on a diluted basis, as doing so would have been anti-dilutive.
Significant Accounting Policies:
The Company’s significant accounting policies are summarized in Note 2 of the Company’s consolidated financial statements for the year ended December 31, 2021. There were no significant changes to these accounting policies during the three and nine months ended September 30, 2022.
Net sales include revenues from sales of products and shipping and handling charges, net of estimates for product returns. Revenue is measured at the amount of consideration the Company expects to receive in exchange for the transferred products. Revenue is recognized at the point in time when we transfer the promised products to the customer and the customer obtains control over the products. The Company recognizes revenue for shipping and handling charges at the time the goods are shipped to the customer, and the costs of outbound freight are included in cost of sales, as we have elected the practical expedient included in ASC 606.
The Company provides for product returns based on historical return rates. While we incur costs for sales commissions to our sales employees and outside agents, we recognize commission costs concurrent with the related revenue, as the amortization period is less than one year and we have elected the practical expedient included in ASC 606. We do not incur incremental costs to obtain contracts with our customers. Our product warranties are assurance-type warranties, which promise the customer that the products are as specified in the contract. Therefore, the product warranties are not a separate performance obligation and are accounted for as described herein. Sales taxes assessed by governmental authorities are accounted for on a net basis and are excluded from net sales.
| 7 |
Note 2 – Discontinued Operations
During October 2021, the Company sold its interest in Flexo Universal, S. de R.L. de C.V. (“Flexo”), a manufacturer of latex balloons based in Guadalajara, Mexico. The Company received $100,000 cash, a note originally worth $400,000, and title to certain manufacturing equipment. The balance of the note receivable was $90,000 and $255,000 as of September 30, 2022 and December 31, 2021, respectively. The Company recorded a loss from discontinued operations, net of taxes, of $416,000 and $1,232,000 for the three and nine month periods ended September 30, 2021 and none for the three and nine month periods ended September 30, 2022.
In July 2019 management and the Board engaged in a review of CTI Balloons and CTI Europe and determined that they are not accretive to the Company overall, add complexity to the Company’s structure and utilize resources. Therefore, as of July 19, 2019, the board authorized management to divest of CTI Balloons and CTI Europe. These actions are being taken to focus our resources and efforts on our core business activities, particularly foil balloons and ancillary products based in North America. The Company determined that these entities met the held-for-sale and discontinued operations accounting criteria. Accordingly, the Company has reported the results of these operations as discontinued operations in the Consolidated Statements of Comprehensive Income and presented the related assets and liabilities as held-for-sale in the Consolidated Balance Sheets. These changes have been applied for all periods presented. The disposal of CTI Europe was delayed due to COVID issues but was completed during 2021. The Company divested its CTI Balloons (United Kingdom) subsidiary in the fourth quarter 2019.
CTI Europe recorded a gain from discontinued operations, net of taxes of $45,000 and $146,000 for the three and nine month periods ended September 30, 2021, and none during the three and nine month periods ended September 30, 2022, respectively, which is included in the above. As of September 30, 2022 and December 31, 2021, there were no assets or liabilities related to discontinued operations.
Summarized Discontinued Operations Financial Information
The following table summarizes the major line items for the operations that are included in the income from discontinued operations, net of tax line item in the Unaudited Consolidated Statements of Comprehensive Income for the nine months ended:
| September 30, 2022 | September 30, 2021 | |||||||
| Income Statement | ||||||||
| Net Sales | $ | $ | 2,481,000 | |||||
| Cost of Sales | 2,883,000 | |||||||
| Gross Loss | (402,000 | ) | ||||||
| SG&A | 710,000 | |||||||
| Operating Income | (1,112,000 | ) | ||||||
| Other Expense | 120,000 | |||||||
| Pretax loss from discontinued operations | (1,232,000 | ) | ||||||
| Gain from classification to held for sale | ||||||||
| Net Income (loss) from discontinued operations | (1,232,000 | ) | ||||||
| Non-controlling Interest share of profit/loss | 727,000 | |||||||
| Net Loss | $ | $ | 505,000 | |||||
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Note 3 – Liquidity and Going Concern
The Company’s financial statements are prepared using accounting principles generally accepted in the United States (“U.S. GAAP”) applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has a cumulative net loss from inception to September 30, 2022 of approximately $24 million. The accompanying financial statements for the three and nine months ended September 30, 2022 have been prepared assuming the Company will continue as a going concern. The Company’s cash resources from operations may be insufficient to meet its anticipated needs during the next twelve months. If the Company does not execute its plan, it may require additional financing to fund its future planned operations.
The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses. Management’s plans to continue as a going concern include raising additional capital through sales of equity securities and borrowing, 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 COVID-19 pandemic, supply chain challenges, and inflationary pressures have impacted the Company’s business operations to some extent and is expected to continue to do so and, these impacts may include reduced access to capital. The ability of the Company to continue as a going concern may be dependent upon its ability to successfully 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 in place at the time (see Note 4). We endured compliance failures with covenants until September 2021 when we refinanced our credit facility. We believe we have been in compliance with our new credit facility since that time. As of September 30, 2022 we have drawn approximately $4.0 million of the maximum $6.0 million revolving line of credit, which is available subject to the value of receivables and inventory that support the line. Through September 30, 2022, the Company has received approximately $160,000 in Employee Retention Tax Credits from the United States Government related to claims that were filed during 2021. $123,000 is listed as General and Administrative, while the remainder is in Other Income.
On April 23, 2021, the Company entered into a Purchase and Sale Agreement (“PSA”) with an unaffiliated purchaser (the “Purchaser”) pursuant to which the Company sold its facility in Lake Barrington, Illinois (the “Lake Barrington Facility”), in which our headquarters office, production and warehouse space are located, to the Purchaser. The sale price for the Lake Barrington Facility was $3,500,000, consisting of $2,000,000 in cash and a promissory note with a principal amount of $1,500,000, due and payable on May 3, 2021 (the “Purchaser Promissory Note”). Concurrently with the closing under the PSA, the Company and the Purchaser entered into a lease agreement pursuant to which the Company agreed to lease the Lake Barrington Facility from the Purchaser for a period of ten years. The annual base rent commences at $500,000 for the first year of the term and escalates annually to $652,386 during the last year of the term of the lease. As the decision to sell the Lake Barrington Facility was made in April 2021, the facility was not classified as held for sale as of March 31, 2021. Concurrently with the entry into the PSA and the Lease, the Company entered into a Consent, Forbearance and Amendment No. 6 to Revolving Credit, Term Loan and Security Agreement (the “Amendment Agreement”) with PNC for itself and for the other participant lenders thereunder (collectively, the “Former Lender”). Prior to entering into the Amendment Agreement, PNC had notified the Company that various events of default had occurred under the Loan Agreement (the “Existing Defaults”) and were continuing. Pursuant to the Amendment Agreement, the Former Lender consented to the transactions contemplated by the PSA and the Lease, as required under the Loan Agreement. As a condition to the Amendment Agreement, the Company agreed that the full $2,000,000 in cash proceeds from the sale of the Lake Barrington Facility would be applied to repay the $2,000,000 term loan owed to its Former Lender pursuant to the Loan Agreement. The Company further agreed that $1,500,000 in proceeds from the Purchaser Promissory Note will be applied to amounts due and owing to that Lender under revolving credit advances made pursuant to the Loan Agreement (the “Revolving Loans”). Pursuant to the Amendment Agreement, the Former Lender agreed to forbear from exercising its rights and remedies with respect to the Existing Event of Defaults under the Loan Agreement for a period ending on the earlier of September 30, 2021, the occurrence of a new event of default under the Loan Agreement, or the occurrence of a Termination Event (as defined therein). Additionally, certain additions and amendments to the Loan Agreement were set forth in the Amendment Agreement, including:
In consideration for entering into the Loan Amendment, the Company agrees to pay the Former Lender a Forbearance Fee of $1,000,000. Provided, however, that, so long as no event of default under the Loan Agreement has occurred (including as a result of a failure of the Company to pay down the Revolving Loans by $1,500,000 with the proceeds of the Purchaser Promissory Note, (i) if the Company consummates the Equity Investment by June 30, 2021, the Forbearance Fee shall be reduced by $250,000, to $750,000, and (ii) if the Company caused all of the obligations under the Loan Agreement to be paid in full, in cash, on or before September 30, 2021, the Forbearance Fee shall be reduced by an additional $500,000, to $250,000. Both of these commitments were accomplished during 2021, making the final Forbearance Fee $250,000.
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Note 4 - Debt
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 $0.7 million (“Term Loan Amount” and, together with the Revolving Credit Facility, the “Senior Facilities”). Proceeds of loans borrowed under the Senior Facilities were used to repay all amounts outstanding under the Company’s previous lending agreements and for the Company’s working capital. The Senior Facilities are secured by substantially all assets of the Company.
Interest on the Senior Facilities shall be the prime rate published from time to time published in the Wall Street Journal (6.25% as of October 7, 2022), plus 1.95% 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 will pay 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. In addition, the Company paid the Lender a loan fee of 1.25% of the Maximum Revolver Amount and the Term Loan Amount upon the execution of the Agreement. During August 2022 the terms above were modified to reduce the collateral monitoring fee to 2.77%, and added a provision that barred the Company from repaying the facility prior to September 2023.
The Senior Facilities mature on September 30, 2023 and shall automatically be extended 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 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 shall, commencing December 31, 2021, 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 during all relevant months, including as of September 30, 2022 and December 31, 2021, respectively. As of September 30, 2022 we have drawn approximately $4.0 million of the maximum $6.0 million revolving line of credit, which is available subject to the value of receivables and inventory that support the line.
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 September 30, 2022 and December 31, 2021, respectively, the term loan balance amounted to $0.5 million and $0.6 million, which consisted of the principal and interest payable balance of approximately $0.6 million and $0.7 million, respectively, and deferred financing costs of $0.1 million for each period. The balance of the Revolving Line of Credit as of September 30, 2022 and December 31, 2021 amounted to $3,972,000 and $5,003,000, respectively.
As of January 1, 2019, the Company had a note payable to John H. Schwan, former Director and former Chairman of the Board, for $1.6 million, including accrued interest. This loan accrues interest, is due December 31, 2023, and is subordinate to the Senior Facilities. During January 2019, Mr. Schwan converted $600,000 of the note into approximately shares of our common stock at the then market rate of $ per share. As a result of the conversion, the loan balance decreased to $1 million. The loan and interest payable to Mr. Schwan amounted to approximately $1.2 million as of September 30, 2022 and December 31, 2021, respectively. No payments were made to Mr. Schwan during 2022 or 2021. Interest expense related to this loan amounted to $18,000 and $54,000 for the three and nine months ended September 30, 2022, respectively and $17,000 and $51,000 during the three and nine months ended September 30, 2021, respectively.
As of September 30, 2022 and December 31, 2021, the Company had a note payable to Alex Feng for approximately $0.2 million. This loan accrues interest at a rate of 3% and is subordinated to the Senior Facilities. In accordance with the subordination agreement, payments may be made beginning April 2022 subject to availability under the revolving line of credit, and the maturity date for this loan is March 2024.
| 10 |
Note 5 - Shareholders’ Equity
Series A Convertible Preferred Stock
On January 3, 2020, the Company entered into a stock purchase agreement (as amended on February 24, 2020 and April 13, 2020 (the “LF Purchase Agreement”)), pursuant to which the Company agreed to issue and sell, and LF International Pte. Ltd., a Singapore private limited company (“LF International”), which is controlled by Company director, Chairman, President and Chief Executive Officer, Mr. Yubao Li, agreed to purchase, up to shares of the Company’s newly created shares of Series A Preferred Stock (“Series A Preferred”), with each share of Series A Preferred initially convertible into ten shares of the Company’s common stock, at a purchase price of $ per share, for aggregate gross proceeds of $5,000,000 (the “LF International Offering”). As permitted by the Purchase Agreement, the Company may, in its discretion issue up to an additional shares of Series A Preferred for a purchase price of $ per share (the “Additional Shares Offering,” and collectively with the LF International Offering, the “Offering”). Approximately $1 million of Series A Preferred has been sold, including to an investor which converted an account receivable of $478,000 owed to the investor by the Company in exchange for shares of Series A Preferred. The Company completed several closings with LF International from January 2020 through June 2020. The majority of the funds received reduced our bank debt. We issued a total of shares of common stock to LF International and, pursuant to the LF Purchase Agreement, changed our name from CTI Industries Corporation to Yunhong CTI Ltd. LF International has the right to name three directors to serve on our Board. They were Mr. Yubao Li, Ms. Wan Zhang and Ms. Yaping Zhang. Ms. Wan Zhang and Ms. Yaping Zhang retired from the Board in January 2022.
The issuance of the Series A Preferred generated a beneficial conversion feature (BCF), which arises when a debt or equity security is issued with an embedded conversion option that is beneficial to the investor or in the money at inception because the conversion option has an effective strike price that is less than the market price of the underlying stock at the commitment date. The fair value of the common stock into which the Series A Preferred was convertible exceeded the allocated purchase price fair value of the Series A Preferred Stock at the closing dates by approximately $2.5 million as of the closing dates. We recognized this BCF by allocating the intrinsic value of the conversion option, to additional paid-in capital, resulting in a discount on the Series A Preferred. As the Series A Preferred is immediately convertible, the Company accreted the discount on the date of issuance. The accretion was recognized as dividend equivalents. Holders of the Series A Preferred will be entitled to receive quarterly dividends at the annual rate of 8% of the stated value ($ per share). Such dividends may be paid in cash or in shares of common stock at the Company’s discretion. In the three and nine months ended September 30, 2022, the Company accrued $67,000 and $267,000 of these dividends in each period, respectively. On September 1, 2022, the investor converted Preferred Series A into million shares of common stock and approximately million shares of common stock representing accrued dividends.
Series B Convertible Preferred Stock
In November 2020, we issued shares of Series B Preferred for an aggregate purchase price of $1,500,000. The Series B Preferred have an initial stated value of $ per share and liquidation preference over common stock. The Series B Preferred is convertible into shares of our common stock equal to the number of shares determined by dividing the sum of the stated value and any accrued and unpaid dividends by the conversion price of $1.00. The Series B Preferred accrues dividends at a rate of 8 percent per annum, payable at our election either in cash or shares of the Company’s common stock. Initially, the Series B Preferred, in whole or part, was redeemable at the option of the holder (but not mandatorily redeemable) at any time on or after November 30, 2021 for the stated value, plus any accrued and unpaid dividends and thus was classified as mezzanine equity and initially recognized at fair value of $1.5 million (the proceeds on the date of issuance). In March 2021, the terms of the Series B Preferred were modified to eliminate the ability of the holder to redeem the Series B Preferred. As the Series B Preferred is no longer redeemable, the Series B Preferred is not classified as mezzanine equity as of September 30, 2022 or December 31, 2021. As a result, the carrying value as of September 30, 2022 and December 31, 2021 amounted to $1,817,000 and $1,715,000, respectively. The September 30, 2022 balance consists of $1,500,000 original carrying value, $270,000 accrued dividends and $47,000 accretion.
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Series C Convertible Preferred Stock
In January 2021 we entered into an agreement with a related party, LF International Pte. Ltd. which is controlled by Company director and Chairman, Mr. Yubao Li, to purchase shares of Series C Preferred stock. We issued shares of Series C Preferred for an aggregate purchase price of $1,500,000. The Series C Preferred have an initial stated value of $ per share and liquidation preference over common stock. The Series C Preferred is convertible into shares of our common stock equal to the number of shares determined by dividing the sum of the stated value and any accrued and unpaid dividends by the conversion price of $1.00. The Series C Preferred accrues dividends at a rate of 8 percent per annum, payable at our election either in cash or shares of the Company’s common stock. The issuance of the Series C Preferred generated a beneficial conversion feature (BCF), which arises when a debt or equity security is issued with an embedded conversion option that is beneficial to the investor or in the money at inception because the conversion option has an effective strike price that is less than the market price of the underlying stock at the commitment date. The fair value of the common stock into which the Series C Preferred was convertible exceeded the allocated purchase price of the Series C Preferred at the closing dates by greater than the allocated purchase price. Therefore, the BCF was the purchase price of the Series C Preferred ($1.5 million) and was allocated to Additional Paid-in Capital, resulting in a discount on the Series C Preferred Stock. As the Series C Preferred Stock is immediately convertible, the Company accreted the discount on the date of issuance. The accretion to the carrying value of the Series C Preferred is treated as a deemed dividend, recorded as a charge to Additional Paid in Capital and deducted in computing earnings per share. The carrying value as of September 30, 2022 and December 31, 2021 amounted to $1,698,000 and $1,630,000, respectively. On September 1, 2022, the investor converted Series C into million shares of common stock and accrued dividends in the amount of approximately million shares of common stock.
Series D Convertible Preferred Stock
In June 2021, the Company received $million from an unrelated third party as an advance on a proposed sale of Series D Redeemable Convertible Preferred Stock. As of September 30, 2021, the Company was in the process of negotiating and finalizing the terms of the arrangement. As the agreement was not finalized as of September 30, 2021, the $1.5 million advance was classified as Advance from Investor within liabilities on the balance sheet at that time. As of December 31, 2021, the terms had been finalized, the investment was classified as equity, similar to the prior Convertible Preferred issuances, above. The issuance of the Series D Preferred generated a beneficial conversion feature (BCF), which arises when a debt or equity security is issued with an embedded conversion option that is beneficial to the investor or in the money at inception because the conversion option has an effective strike price that is less than the market price of the underlying stock at the commitment date. The fair value of the common stock into which the Series D Preferred was convertible exceeded the allocated purchase price fair value of the Series D Preferred Stock at the closing dates by approximately $0.3 million as of the closing dates. We recognized this BCF by allocating the intrinsic value of the conversion option, to additional paid-in capital, resulting in a discount on the Series D Preferred. As the Series D Preferred is immediately convertible, the Company accreted the discount on the date of issuance. The accretion was recognized as dividend equivalents. Holders of the Series D Preferred will be entitled to receive quarterly dividends at the annual rate of 8% of the stated value ($per share). Such dividends may be paid in cash or in shares of common stock at the Company’s discretion. In addition, 128,000 warrants to purchase the Company’s common stock were issued with respect to this transaction. These warrants are exercisable until December 1, 2024, at the lower of $1.75 per share or 85% of the variable price based on the ten day volume weighted average price (“VWAP”) of the Company’s common stock. The value of these warrants was determined to be $230,000 and recorded as an allocation of paid in capital associated with this transaction. The carrying value as of September 30, 2022 and December 31, 2021 amounted to $1,580,000 and $1,512,000, respectively. On September 1, 2022, the investor converted Preferred Series D into million shares of common stock and received accrued dividends of approximately million shares of common stock.
| Preferred Stock Rollforward | Balance as of December 31, 2021 | Accrued Deemed Dividends | Balance as of September 30, 2022 | |||||||||
| Series B | 1,715,000 | 102,000 | 1,817,000 | |||||||||
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Warrants
A summary of the Company’s stock warrant activity is as follows:
| Shares under Option | Weighted Average Exercise Price | |||||||
| Balance at December 31, 2021 | 128,000 | $ | 1.75 | |||||
| Granted | ||||||||
| Cancelled/Expired | ||||||||
| Exercised/Issued | ||||||||
| Outstanding at September 30, 2022 | 128,000 | 1.75 | ||||||
| Exercisable at September 30, 2022 | 128,000 | $ | 1.75 | |||||
| Series B Preferred Stock | ||||
| 2021 Warrants | ||||
| Shares reserved as of September 30, 2022 and December 31, 2021 |
Effective January 2022, and in accordance with the Employment Agreement of Chief Executive Officer Frank Cesario, a grant of restricted stock was made in the amount of shares. shares vested immediately, while the remaining are subject to performance conditions as further detailed in the share grant. Specifically, the restrictions on the remaining shares will lapse based on satisfaction of the following performance goals and objectives and continued employment through the date of meeting such targets:
● The restrictions on shares of the award will lapse and the award will vest when the Company’s trailing-twelve-month EBITDA equals or exceeds $1 million at any time on or after January 1, 2022.
● The restrictions on shares of the award will lapse and the award will vest in the event the Company’s common shares trade at or above $5/share for ten or more consecutive trading days.
● The restrictions on shares of the award will lapse and the award will vestwhen the Company’s operating cash flow, calculated cumulatively from the date of employment, equals or exceeds $1.5 million.
● The restrictions on shares of the award will lapse and the award will vest in the event the Company is able to refinance its current lender with a traditional lender on terms and conditions customary for such financing. On August 23, 2022, the Compensation Committee determined that the refinancing described in Note 4 satisfied this condition.
The Audit Committee (as defined in the Plan) shall be responsible for determining when the conditions above have been satisfied. The Company records compensation expense with each vesting, and records a likelihood of vesting weighted analysis to the extent it has visibility to do so. Without such visibility, it considers such probability as de minimis until additional information is available.
Note 6 - Legal Proceedings
The Company may be party to certain lawsuits or claims arising in the normal course of business. The ultimate outcome of these matters is unknown but, in the opinion of management, we do not believe any of these proceedings will have, individually or in the aggregate, a material adverse effect upon our financial condition, cash flows or future results of operation.
| 13 |
Note 7 - Inventories, Net
| September 30, 2022 | December 31, 2021 | |||||||
| Raw materials | $ | 1,387,000 | $ | 1,249,000 | ||||
| Work in process | 2,773,000 | 2,492,000 | ||||||
| Finished goods | 5,176,000 | 4,425,000 | ||||||
| Allowance for excess quantities | (174,000 | ) | (290,000 | ) | ||||
| Total inventories | $ | 9,162,000 | $ | 7,876,000 | ||||
Note 8 - Concentration of Credit Risk
Concentration of credit risk with respect to trade accounts receivable is generally limited due to the large number of entities comprising the Company’s customer base. The Company performs ongoing credit evaluations and provides an allowance for potential credit losses against the portion of accounts receivable which is estimated to be uncollectible. Such losses have historically been within management’s expectations. During the three and nine months ended September 30, 2022 and 2021, 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 nine months ended September 30, 2022 and 2021 are as follows:
| Three Months Ended | Three Months Ended | |||||||||||||||
| September 30, 2022 | September 30, 2021 | |||||||||||||||
| Customer | Net Sales | % of Net Sales | Net Sales | % of Net Sales | ||||||||||||
| Customer A | $ | 1,104,000 | 49 | % | $ | 3,398,000 | 66 | % | ||||||||
| Customer B | $ | 176,000 | 8 | % | $ | 277,000 | 5 | % | ||||||||
| Nine Months Ended | Nine Months Ended | |||||||||||||||
| September 30, 2022 | September 30, 2021 | |||||||||||||||
| Customer | Net Sales | % of Net Sales | Net Sales | % of Net Sales | ||||||||||||
| Customer A | $ | 5,436,000 | 44 | % | $ | 10,876,000 | 62 | % | ||||||||
| Customer B | $ | 2,846,000 | 23 | % | $ | 2,384,000 | 14 | % | ||||||||
As of September 30, 2022, the total amounts owed to the Company by these customers were approximately $679,000 or 45% of the Company’s consolidated net accounts receivable. The amounts owed at September 30, 2021 by these customers were approximately $1,451,000 or 38% of the Company’s consolidated net accounts receivable.
Note 9 - Related Party Transactions
John H. Schwan, who resigned as Chairman of the Board on June 1, 2020, has made loans to the Company which had outstanding balances of approximately $1.2 million as of September 30, 2022 and December 31, 2021, respectively. No payments were made to Mr. Schwan since 2019. Interest expense related to this loan amounted to $18,000 and $54,000 for the three and nine months ended September 30, 2022, and $17,000 and $51,000 for the three and nine months ended September 30, 2021, respectively. Mr. Schwan is the father of Jana Schwan, the Company’s Chief Operating Officer.
| 14 |
Note 10 - Leases
We adopted ASC Topic 842 (Leases) on January 1, 2019. In July 2020, the Company entered into a lease agreement for a building through June 2021 (with no extension options). The monthly lease payments were $38,000. The Company made a policy election to not recognize right of use assets and lease liabilities that arise from leases with an initial term of twelve months or less on the Consolidated Balance Sheets. However, the Company recognized these lease payments in the Consolidated Statement of Operations on a straight-line basis over the lease term and variable lease payments in the period in which the expense was incurred. This lease terminated during 2021 and was replaced with a new lease. In March 2021, the Company entered into a lease agreement for a building through September 2022. This lease was subsequently extended during March 2022 to extend through December 31, 2025. The monthly lease payments are $34,000. The Company uses the incremental borrowing rate of 11%.
When this lease was extended during March 2022, the ROU (right of use) asset increased to $4,277,000, from $3,530,000 at December 31, 2021. The ROU liabilities also increased to $500,000 (current) and $3,777,000 (noncurrent), from $648,000 and $2,860,000, respectively, as of December 31, 2021. As of September 30, 2022, the ROU liability (current) was $509,000 and (noncurrent) $3,496,000, and the ROU asset was $4,005,000.
Note 11 – Subsequent Events
During November 2021, we worked with a professional tax advisory firm to prepare Employee Retention Tax Credit claims and submit related amended payroll tax returns. During 2022 we received approximately $160,000 related to these claimed credits, in accordance with the amended tax returns. As the ultimate timing of processing of these claims is unknown, during September 2022 we negotiated an agreement to monetize our remaining Employee Retention Tax Credit claim for approximately $1.2 million in exchange for immediate funding of $0.9 million. This agreement was executed and funded during October 2022. We may be obligated to refund this advance, without interest or penalty, in the event our claim is ultimately rejected. The result of this transaction will be recorded as cash received and deferred income in the October 2022 financial statements.
During August and September 2022, an investor deposited funds totaling 570,000 with the Company. The investor intends this to become an equity transaction. As the parties have not agreed to terms surrounding any such investment, these funds are being held and a current liability has been recorded in this amount.
On November 8, 2022, the Company’s Audit Committee and independent auditors, LJ Soldinger Associates, LLC, held a telephonic meeting, following which the Company terminated the audit relationship. The Company intends to hire new independent public accountants in the near future.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward Looking Statements
This Quarterly Report on Form 10-Q includes both historical and “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. 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, 2021 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. We used to produce our latex balloons and latex products at a majority-owned facility in Guadalajara, Mexico (Flexo Universal, or Flexo). This facility was sold during October 2021. Now the Company purchases latex balloons from an unrelated vendor and distributes in the United States, primarily to those customers that prefer a combined solution for foil and latex balloons.. Substantially all of our film products for packaging and custom product applications are sold to customers in the United States. We market and sell our novelty items, Candy Blossoms (balloons and candy arranged to look like a flower bouquet for gifting) and flexible containers for consumer use primarily in the United States.
On April 23, 2021, the Company entered into a Purchase and Sale Agreement (“PSA”) with an unaffiliated purchaser (the “Purchaser”) pursuant to which the Company sold its facility in Lake Barrington, Illinois (the “Lake Barrington Facility”), in which our headquarters office, production and warehouse space are located, to the Purchaser. The sale price for the Lake Barrington Facility was $3,500,000, consisting of $2,000,000 in cash and a promissory note with a principal amount of $1,500,000, due and payable on May 3, 2021 (the “Purchaser Promissory Note”). Concurrently with the closing under the PSA, the Company and the Purchaser entered into a lease agreement pursuant to which the Company agreed to lease the Lake Barrington Facility from the Purchaser for a period of ten years. The annual base rent commences at $500,000 for the first year of the term and escalates annually to $652,386 during the last year of the term of the lease. Concurrently with the entry into the PSA and the Lease, the Company entered into a Consent, Forbearance and Amendment No. 6 to Revolving Credit, Term Loan and Security Agreement (the “Amendment Agreement”) with its then-lender PNC for itself and for the other participant lenders thereunder (collectively, the “Prior Lender”). Prior to entering into the Amendment Agreement, PNC had notified the Company that various events of default had occurred under the Loan Agreement (the “Existing Defaults”) and were continuing. Pursuant to the Amendment Agreement, the Prior Lender consented to the transactions contemplated by the PSA and the Lease, as required under the Loan Agreement. As a condition to the Amendment Agreement, the Company agreed that the full $2,000,000 in cash proceeds from the sale of the Lake Barrington Facility would be applied to repay the $2,000,000 term loan owed to the Prior Lender pursuant to the Loan Agreement. The Company further agreed that $1,500,000 in proceeds from the Purchaser Promissory Note will be applied to amounts due and owing to the Prior Lender under revolving credit advances made pursuant to the Loan Agreement (the “Revolving Loans”). Pursuant to the Amendment Agreement, the Prior Lender agreed to forbear from exercising its rights and remedies with respect to the Existing Event of Defaults under the Loan Agreement for a period ending on the earlier of September 30, 2021, the occurrence of a new event of default under the Loan Agreement, or the occurrence of a Termination Event (as defined therein). Additionally, certain additions and amendments to the Loan Agreement were set forth in the Amendment Agreement.
In consideration for entering into the Loan Amendment, the Company agreed to pay the Prior Lender a Forbearance Fee of $1,000,000. Provided, however, that, so long as no Event of Default under the Loan Agreement has occurred (including as a result of a failure of the Company to pay down the Revolving Loans by $1,500,000 with the proceeds of the Purchaser Promissory Note, (i) if the Company consummates the Equity Investment by June 30, 2021, the Forbearance Fee shall be reduced by $250,000, to $750,000, and (ii) if the Company causes all of the obligations under the Loan Agreement to be paid in full, in cash, on or before September 30, 2021, the Forbearance Fee shall be reduced by an additional $500,000, to $250,000. All commitments were accomplished by the required dates, resulting in a final Forbearance Fee of $250,000 paid during 2021.
September 30, 2021 financing
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”). Proceeds of loans borrowed under the Senior Facilities were used to repay all amounts outstanding under the Company’s PNC Agreements and for the Company’s working capital. The Senior Facilities are secured by substantially all assets of the Company.
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Interest on the Senior Facilities shall be the prime rate published from time to time published in the Wall Street Journal (6.25% as of October 7, 2022), plus 1.95% 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 $15,234, 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 will pay 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. In addition, the Company paid the Lender a loan fee of 1.25% of the Maximum Revolver Amount and the Term Loan Amount upon the execution of the Agreement. During August 2022, these terms were modified to reduce the collateral monitoring fee to 2.77% and prevent the Company from repaying the facility prior to September 2023.
The Senior Facilities mature on September 30, 2023 and shall automatically be extended 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 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 shall, commencing December 31, 2021, 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 during each relevant month, including as of September 30, 2022 and December 31, 2021.
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 million in the aggregate in any fiscal year.
As of September 30, 2022 and December 31, 2021, the term loan balance amounted to $0.5 million and $0.6 million, respectively, which consisted of the principal and interest payable balance of $0.6 million and $0.7 million and deferred financing costs of $0.1 million. The balance of the Revolving Line of Credit as of September 30, 2022 and December 31, 2021 amounted to $3.9 and $5.0 million, respectively.
Comparability
In July 2019, management and the Board engaged in a review of CTI Balloons and CTI Europe and determined that they are not accretive to the Company overall, add complexity to the Company’s structure and utilize resources. Therefore, as of July 19, 2019, the Board authorized management to divest these international subsidiaries. These actions were taken to focus our resources and efforts on our core business activities, particularly foil balloons and ancillary products based in North America. The Company determined that these entities met the held-for-sale and discontinued operations accounting criteria. Accordingly, the Company has reported the results of these International operations as discontinued operations in the Consolidated Statements of Comprehensive Income and presented the related assets and liabilities as held-for-sale in the Consolidated Balance Sheets. These changes have been applied for all periods presented. The Company divested its CTI Balloons (United Kingdom) subsidiary in the fourth quarter 2019, its Ziploc product line in the first quarter 2020, and its CTI Europe (Germany) subsidiary in 2021. Additionally, the Company sold its latex balloon manufacturer in Mexico (Flexo Universal) during October 2021.
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Results of Operations
Net Sales. For the three month periods ended September 30, 2022 and 2021, net sales were $2,263,000 and $5,184,000, respectively.
For the three-month period ended September 30, 2022 and 2021, net sales by product category were as follows:
| Three Months Ended | ||||||||||||||||||||||||
| September 30, 2022 | September 30, 2021 | |||||||||||||||||||||||
| $ | % of | $ | % of | |||||||||||||||||||||
| Product Category | (000) Omitted | Net Sales | (000) Omitted | Net Sales | Variance | % change | ||||||||||||||||||
| Foil Balloons | 1,612 | 71 | % | 4,295 | 83 | % | (2,683 | ) | (62 | )% | ||||||||||||||
| Film Products | 537 | 24 | % | 689 | 13 | % | (152 | ) | (22 | )% | ||||||||||||||
| Other | 114 | 5 | % | 200 | 4 | % | (86 | ) | (43 | )% | ||||||||||||||
| Total | 2,263 | 100 | % | 5,184 | 100 | % | (2,921 | ) | (56 | )% | ||||||||||||||
For the nine month periods ended September 30, 2022 and 2021, net sales were $12,478,000 and $17,495,000, respectively.
For the nine month period ended September 30, 2022 and 2021, net sales by product category were as follows:
| September 30, 2022 | September 30, 2021 | |||||||||||||||||||||||
| $ | % of | $ | % of | |||||||||||||||||||||
| Product Category | (000) Omitted | Net Sales | (000) Omitted | Net Sales | Variance | % change | ||||||||||||||||||
| Foil Balloons | 8,118 | 65 | % | 13,793 | 79 | % | (5,675 | ) | (41 | )% | ||||||||||||||
| Film Products | 1,900 | 15 | % | 1,500 | 9 | % | 400 | 27 | % | |||||||||||||||
| Other | 2,460 | 20 | % | 2,202 | 12 | % | 258 | 12 | % | |||||||||||||||
| Total | 12,478 | 100 | % | 17,495 | 100 | % | (5,017 | ) | (29 | )% | ||||||||||||||
Foil Balloons. Revenues from the sale of foil balloons decreased during the three months period from $4,295,000 ending September 30, 2021 compared to $1,612,000 during the three month period of 2022. Revenues from the sale of foil balloons decreased during the nine month period from $13,793,000 ending September 30, 2021 compared to $8,118,000 during the nine month period of 2022. An increase in the price of helium during 2022 negatively impacted customers of most types of foil balloons. This price increase was the result of both the broad inflationary pressures and restrictions on trade with Russia, as we believe the latter supplies approximately 5% of the helium used in the marketplace. This combined with temporary individual supply issues created increased pricing in the market. We also discontinued certain products for which we were not able to secure adequate inflationary price increases. The price of helium has reduced during recent months and there are reasons to believe that it will continue to trend lower over the next several months. This dynamic had a severe impact on the sales of foil balloons, particularly for our largest customer.
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Films. Revenues from the sale of commercial films were $537,000 and $1,900,000 during the three and nine month periods ended September 30, 2022, compared to $689,000 and $1,500,000 during the same periods of 2021.
Other Revenues. Revenues from the sale of other products were $114,000 and $2,460,000 during the three and nine month periods ended September 30, 2022, compared to $200,000 and $2,202,000 during the same periods of 2021. The revenues from the sale of other products during these periods include (i) sales of a line of “Candy Blossoms” and similar products consisting of candy and small inflated balloons sold in small containers, (ii) latex balloons, and (iii) the sale of accessories and supply items related to balloon products.
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 month periods ended September 30, 2022 and 2021.
| Three Months Ended September 30, | ||||||||
| % of Sales | ||||||||
| 2022 | 2021 | |||||||
| Top 3 Customers | 79 | % | 83 | % | ||||
| Top 10 Customers | 96 | % | 90 | % | ||||
| Nine Months Ended September 30, | ||||||||
| % of Sales | ||||||||
| 2022 | 2021 | |||||||
| Top 3 Customers | 89 | % | 82 | % | ||||
| Top 10 Customers | 92 | % | 89 | % | ||||
During the three and nine months ended September 30, 2022 and 2021, there were two customer whose purchases represented more than 10% of the Company’s consolidated net sales. Sales to these customers for the three and nine months ended September 30, 2022 and 2021 are as follows:
| Three Months Ended | Three Months Ended | |||||||||||||||
| September 30, 2022 | September 30, 2021 | |||||||||||||||
| Customer | Net Sales | % of Net Sales | Net Sales | % of Net Sales | ||||||||||||
| Customer A | $ | 1,104,000 | 49 | % | $ | 3,398,000 | 66 | % | ||||||||
| Customer B | $ | 176,000 | 8 | % | $ | 277,000 | 5 | % | ||||||||
| Nine Months Ended | Nine Months Ended | |||||||||||||||
| September 30, 2022 | September 30, 2021 | |||||||||||||||
| Customer | Net Sales | % of Net Sales | Net Sales | % of Net Sales | ||||||||||||
| Customer A | $ | 5,436,000 | 44 | % | $ | 10,876,000 | 62 | % | ||||||||
| Customer B | $ | 2,846,000 | 23 | % | $ | 2,384,000 | 14 | % | ||||||||
As of September 30, 2022, the total amounts owed to the Company by these customers were approximately $679,000 or 45% of the Company’s consolidated net accounts receivable. The amounts owed at September 30, 2021 by these customers were approximately $1,451,000 or 38% of the Company’s consolidated net accounts receivable.
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Cost of Sales. During the three and nine month period ended September 30, 2022, the cost of sales was $2,021,000 and $10,394,000, compared to $4,528,000 and $14,559,000 respectively for the same period of 2021 due to lower sales volume. As a percentage of sales, cost of sales was 89% and 83% during the three and nine months ended September 30, 2022, compared to 87% and 83% during the three and nine months ended September 30, 2021.
General and Administrative. During the three and nine month period ended September 30, 2022, general and administrative expenses were $896,000 and $2,731,000 compared to $833,000 and $2,730,000 respectively for the same periods in 2021.
Selling, Advertising and Marketing. During the three and nine month period ended September 30, 2022, selling, advertising and marketing expenses were $103,000 and $435,000 as compared to $104,000 and $350,000 respectively for the same periods in 2021. The Company expanded its customer outreach and engagement activities during 2022
Gain on Sale of Assets. On April 23, 2021, the Company sold its facility in Lake Barrington, Illinois and as a result of the sale recognized a gain amounting to $3,357,000.
Other Income (Expense). During the three and nine month period ended September 30, 2022, the Company incurred interest expense of $120,000 and $325,000 compared to interest expense of $89,000 and $437,000 respectively during the same period of 2021. Interest expense decreased due to the reduction of the Company’s senior debt facility, as well as the manner of charges from the Company’s lender during the relevant period. The lender during 2021 charged more interest, while the lender during 2022 charges lower interest and a monitoring fee that is recorded in General and Administrative expenses.
Financial Condition, Liquidity and Capital Resources
Cash Flow Items.
Operating Activities. During the nine months ended September 30, 2022, net cash provided by operations was $1,187,000, compared to net cash used by operations during the nine months ended September 30, 2021 of $1,204,000.
Significant changes in working capital items during the nine months ended September 30, 2022 included:
| ● | A decrease in accounts receivable of $2,032,000 compared to a decrease in accounts receivable of $169,000 in the same period of 2021. |
| ● | An increase in inventory of $1,286,000 compared to an increase in inventory of $401,000 in 2021. |
| ● | A decrease in trade payables of $54,000 compared to an decrease in trade payables of $714,000 in 2021. |
| ● | A gain on sale of assets of $3,357,000 in 2021 | |
| ● | An decrease in prepaid expenses and other assets of $562,000 compared to an increase of $694,000 in 2021. | |
| ● | An increase in accrued liabilities of $877,000 compared to an increase in accrued liabilities of $490,000 in 2021. |
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Investing Activity. During the nine months ended September 30, 2022, cash used in investing activity was $121,000, compared to cash provided by investing activity for the same period of 2021 in the amount of $3,406,000. Investing activity consisted principally of the cash flows from the sale and leaseback of our Lake Barrington, Illinois facility, as further described below under the heading “Liquidity and Capital Resources”.
Financing Activities. During the nine months ended September 30, 2022, cash used in financing activities was $1,031,000 compared to cash used in financing activities for the same period of 2021 in the amount of $650,000. Financing activity consisted principally of changes in the balances of revolving and long-term debt, as well as additional investment during 2021.
Discontinued Operations. During the nine months ended September 30, 2021, cash used by discontinued operations was $1,227,000 with related exchange rate impact of a cash use of $12,000.
Liquidity and Capital Resources.
At September 30, 2022, the Company had cash balances of $101,000 compared to cash balances of $379,000 for the same period of 2021.
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 COVID-19 pandemic, supply chain constraints and inflationary pressures have impacted the Company’s business operations to some extent and is expected to continue to do so and, these impacts may include 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 with prior lender PNC (see Note 4) until September 30, 2021, at which time we refinanced with a new facility from Line Capital. Through September 2021, we entered into a series of forbearance agreements with PNC related to compliance failures with covenants. We believe that we have been in compliance with covenants since refinancing with Line Financial.
On April 23, 2021, the Company entered into a Purchase and Sale Agreement (“PSA”) with an unaffiliated purchaser (the “Purchaser”) pursuant to which the Company sold its facility in Lake Barrington, Illinois (the “Lake Barrington Facility”), in which our headquarters office, production and warehouse space are located, to the Purchaser. The sale price for the Lake Barrington Facility was $3,500,000, consisting of $2,000,000 in cash and a promissory note with a principal amount of $1,500,000, due and payable on May 3, 2021 (the “Purchaser Promissory Note”). Concurrently with the closing under the PSA, the Company and the Purchaser entered into a lease agreement pursuant to which the Company agreed to lease the Lake Barrington Facility from the Purchaser for a period of ten years. The annual base rent commenced at $500,000 for the first year of the term and escalates annually to $652,386 during the last year of the term of the lease. Concurrently with the entry into the PSA and the Lease, the Company entered into a Consent, Forbearance and Amendment No. 6 to Revolving Credit, Term Loan and Security Agreement (the “Amendment Agreement”) with PNC for itself and for the other participant lenders thereunder (collectively, the “Prior Lender”). Prior to entering into the Amendment Agreement, PNC had notified the Company that various events of default had occurred under the Loan Agreement (the “Existing Defaults”) and were continuing. Pursuant to the Amendment Agreement, the Prior Lender consented to the transactions contemplated by the PSA and the Lease, as required under the Loan Agreement. As a condition to the Amendment Agreement, the Company agreed that the full $2,000,000 in cash proceeds from the sale of the Lake Barrington Facility would be applied to repay the $2,000,000 term loan owed to the Prior Lender pursuant to the Loan Agreement. The Company further agreed that $1,500,000 in proceeds from the Purchaser Promissory Note would be applied to amounts due and owing to the Prior Lender under revolving credit advances made pursuant to the Loan Agreement (the “Revolving Loans”). Pursuant to the Amendment Agreement, the Prior Lender agreed to forbear from exercising its rights and remedies with respect to the Existing Event of Defaults under the Loan Agreement for a period ending on the earlier of September 30, 2021, the occurrence of a new event of default under the Loan Agreement, or the occurrence of a Termination Event (as defined therein).
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In consideration for entering into the Loan Amendment, the Company agreed to pay the Lender a Forbearance Fee of $1,000,000. Provided, however, that, so long as no Event of Default under the Loan Agreement has occurred (including as a result of a failure of the Company to pay down the Revolving Loans by $1,500,000 with the proceeds of the Purchaser Promissory Note, (i) if the Company consummates the Equity Investment by June 30, 2021, the Forbearance Fee shall be reduced by $250,000, to $750,000, and (ii) if the Company caused all of the obligations under the Loan Agreement to be paid in full, in cash, on or before September 30, 2021, the Forbearance Fee shall be reduced by an additional $500,000, to $250,000. As these requirements were met, the final Forbearance Fee was $250,000.
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.
Please see pages 12-20 of our Annual Report on Form 10-K for the year ended December 31, 2021 for a description of policies that are critical to our business operations and the understanding of our results of operations. The impact and any associated risks related to these policies on our business operations is discussed throughout Management’s Discussion and Analysis of Financial Condition and Results of Operations where such policies affect our reported and expected financial results. No material changes to such information have occurred during the three and nine months ended September 30, 2022.
Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk
Not applicable.
Item 4. Controls and Procedures
(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 Chief Financial Officer (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 September 30, 2021. Based on this evaluation, the Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer) concluded that our disclosure controls and procedures were not effective as of September 30, 2022, 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.
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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 September 30, 2022. 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 weaknesses 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 resulted in misapplications of GAAP, particularly with regard to the timing of recognition of certain non-cash charges, and |
| ● | We are overly dependent upon our Acting Chief Financial Officer, who at present is our Chief Executive Officer, within an environment that is highly manual in nature. |
As a result of the material weaknesses, we have concluded that we did not maintain effective internal control over financial reporting as of September 30, 2022.
Part II. OTHER INFORMATION
Item 1. Legal Proceedings
The Company may be party to certain lawsuits or claims arising in the normal course of business. The ultimate outcome of these matters is unknown but, in the opinion of management, we do not believe any of these proceedings will have, individually or in the aggregate, a material adverse effect upon our financial condition, cash flows or future results of operation.
Item 1A. Risk Factors
Not applicable.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Not applicable.
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Item 3. Defaults Upon Senior Securities
On December 14, 2017, the Company entered into a Revolving Credit, Term Loan and Security Agreement (the “Loan Agreement”) with PNC Bank, National Association and the other participant lenders thereunder (collectively, “Prior Lender”). This was the Company’s primary source of liquidity until it refinanced this facility with Line Capital during September 2021.
On April 23, 2021, the Company entered into a Purchase and Sale Agreement (“PSA”) with an unaffiliated purchaser (the “Purchaser”) pursuant to which the Company sold its facility in Lake Barrington, Illinois (the “Lake Barrington Facility”), in which our headquarters office, production and warehouse space are located, to the Purchaser. The sale price for the Lake Barrington Facility was $3,500,000, consisting of $2,000,000 in cash and a promissory note with a principal amount of $1,500,000, due and payable on May 3, 2021 (the “Purchaser Promissory Note”). Concurrently with the closing under the PSA, the Company and the Purchaser entered into a lease agreement pursuant to which the Company agreed to lease the Lake Barrington Facility from the Purchaser for a period of ten years. The annual base rent commenced at $500,000 for the first year of the term and escalates annually to $652,386 during the last year of the term of the lease. Concurrently with the entry into the PSA and the Lease, the Company entered into a Consent, Forbearance and Amendment No. 6 to Revolving Credit, Term Loan and Security Agreement (the “Amendment Agreement”) with PNC for itself and for the other participant lenders thereunder (collectively, the “Prior Lender”). Prior to entering into the Amendment Agreement, PNC had notified the Company that various events of default had occurred under the Loan Agreement (the “Existing Defaults”) and were continuing. Pursuant to the Amendment Agreement, the Prior Lender consented to the transactions contemplated by the PSA and the Lease, as required under the Loan Agreement. As a condition to the Amendment Agreement, the Company agreed that the full $2,000,000 in cash proceeds from the sale of the Lake Barrington Facility would be applied to repay the $2,000,000 term loan owed to the Prior Lender pursuant to the Loan Agreement. The Company further agreed that $1,500,000 in proceeds from the Purchaser Promissory Note will be applied to amounts due and owing to the Prior Lender under revolving credit advances made pursuant to the Loan Agreement (the “Revolving Loans”). Pursuant to the Amendment Agreement, the Prior Lender agreed to forbear from exercising its rights and remedies with respect to the Existing Event of Defaults under the Loan Agreement for a period ending on the earlier of September 30, 2021, the occurrence of a new event of default under the Loan Agreement, or the occurrence of a Termination Event (as defined therein). Additionally, certain additions and amendments to the Loan Agreement were set forth in the Amendment Agreement, including:
In consideration for entering into the Loan Amendment, the Company agreed to pay the Prior Lender a Forbearance Fee of $1,000,000. Provided, however, that, so long as no Event of Default under the Loan Agreement has occurred (including as a result of a failure of the Company to pay down the Revolving Loans by $1,500,000 with the proceeds of the Purchaser Promissory Note, (i) if the Company consummates the Equity Investment by June 30, 2021, the Forbearance Fee shall be reduced by $250,000, to $750,000, and (ii) if the Company causes all of the obligations under the Loan Agreement to be paid in full, in cash, on or before September 30, 2021, the Forbearance Fee shall be reduced by an additional $500,000, to $250,000. These commitments were met and the final Forbearance Fee was $250,000.
The Company believes that it has been in compliance with the terms of the Line Capital financing since inception on September 30, 2021.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None.
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Item 6. Exhibits
The following are being filed as exhibits to this report:
Exhibit Number |
Description | |
| 31.1* | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and rule 15d-14(a) of the Securities Exchange Act, as amended (filed herewith). | |
| 31.2* | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and rule 15d-14(a) of the Securities Exchange Act, as amended (filed herewith). | |
| 32** | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith). | |
| 101* | Interactive Data Files, including the following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, formatted in Inline XBRL: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Cash Flows, and (iv) the Notes to Consolidated Financial Statements. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
| * | Filed herewith |
| ** | furnished herewith |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Date: November 18, 2022 | Yunhong CTI Ltd. | |
| By: | /s/ Frank J. Cesario | |
| Frank J. Cesario | ||
| Acting Chief Financial Officer | ||
| By: | /s/ Frank J. Cesario | |
| Frank J. Cesario | ||
| Chief Executive Officer |
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