10-Q: Yunhong Green CTI Narrows Losses, Faces Nasdaq Risk
Quarterly Report
Yunhong Green CTI Ltd. reported reduced net losses and increased net sales for Q2 and H1 2025, but faces substantial doubt about its ability to continue as a going concern and a Nasdaq delisting threat.
Summary
- Net sales for the three months ended June 30, 2025, increased by 25% to $5,457,000 from $4,354,000 in the prior year period.
- Net sales for the six months ended June 30, 2025, increased by 11% to $10,259,000 from $9,248,000 in the prior year period.
- Gross profit for the three months ended June 30, 2025, was $978,000, up from $692,000 in the same period of 2024.
- Gross profit for the six months ended June 30, 2025, was $1,844,000, up from $1,588,000 in the same period of 2024.
- Operating income for the three months ended June 30, 2025, was $19,000, a significant improvement from an operating loss of $171,000 in the prior year period.
- Net loss for the three months ended June 30, 2025, was reduced to $185,000 from $414,000 in the prior year period.
- Net loss for the six months ended June 30, 2025, was reduced to $601,000 from $989,000 in the prior year period.
- Cash and cash equivalents decreased to $18,000 as of June 30, 2025, from $220,000 as of December 31, 2024.
- Net cash provided by operating activities for the six months ended June 30, 2025, significantly improved to $1,714,000 from $108,000 in the prior year period.
- Total liabilities decreased to $11,385,000 as of June 30, 2025, from $14,875,000 as of December 31, 2024.
- Total shareholders' equity increased to $11,351,000 as of June 30, 2025, from $10,703,000 as of December 31, 2024.
- A material weakness in internal control over financial reporting was identified due to a lack of sufficient accounting professionals for complex transactions.
- The company received a second 180-day grace period from Nasdaq, extending the deadline to regain compliance with the $1.00 minimum bid price rule to October 19, 2025.
Sentiment
Score: 3
Explanation: While there are improvements in sales and reduced net losses, the severe going concern warning, Nasdaq non-compliance, and identified material weakness in internal controls present significant fundamental risks that outweigh the operational positives, indicating a highly precarious financial position.
Positives
- Net sales increased by 25% for the three months and 11% for the six months ended June 30, 2025, compared to the prior year periods.
- Gross profit improved by 41.3% for the three months and 16.1% for the six months ended June 30, 2025.
- Operating results improved significantly, moving from a loss of $171,000 to an income of $19,000 for the three months ended June 30, 2025.
- Net loss was substantially reduced for both the three-month ($185,000 vs. $414,000) and six-month ($601,000 vs. $989,000) periods ended June 30, 2025.
- Net cash provided by operating activities saw a significant increase to $1,714,000 for the six months ended June 30, 2025, from $108,000 in the prior year.
- Total liabilities decreased by $3,490,000 from December 31, 2024, to June 30, 2025, primarily due to a reduction in the revolving line of credit and conversion of an investor deposit.
- A prior material weakness related to standard labor and overhead cost calculations was remediated as of June 30, 2025.
- Received a $315,000 cash settlement from a former service provider in July 2025, to be recognized as other income in Q3 2025.
Negatives
- Substantial doubt exists about the company's ability to continue as a going concern for one year from the financial statement issuance date.
- The company has a cumulative net loss of approximately $26 million from inception to June 30, 2025.
- Cash and cash equivalents significantly decreased to $18,000 as of June 30, 2025, from $220,000 at December 31, 2024.
- The company is not in compliance with Nasdaq's $1.00 minimum bid price rule and has until October 19, 2025, to regain compliance, potentially requiring a reverse stock split.
- A material weakness in internal control over financial reporting was identified due to a lack of sufficient accounting professionals for significant, unusual transactions, leading to misapplications of GAAP.
- The accumulated deficit increased to $26,457,000 as of June 30, 2025, from $25,856,000 at December 31, 2024.
- The Senior Facilities credit agreement matures on September 30, 2025, and while expected to be renewed, there is no assurance of acceptable terms.
- Sales are highly concentrated, with two customers representing 82% of net sales for the six months ended June 30, 2025, and 89% of accounts receivable as of June 30, 2025.
Risks
- Substantial doubt about the ability to continue as a going concern due to insufficient cash resources and cumulative losses.
- Risk of Nasdaq delisting if the common stock does not maintain a minimum bid price of $1.00 by October 19, 2025, potentially requiring a reverse stock split.
- Inability to secure additional financing or attain profitable operations could negatively impact the company's ability to continue as a going concern.
- Material weakness in internal control over financial reporting related to accounting for significant, unusual transactions, which could lead to material misstatements.
- High concentration of credit risk with two customers accounting for a large percentage of net sales and accounts receivable.
- Exposure to supply chain challenges, inflationary pressures, and tariffs, which could increase costs and disrupt markets.
- Dependence on the renewal of the Senior Facilities credit agreement, which matures on September 30, 2025, with no assurance of renewal on acceptable terms.
- Uncertainty regarding the commencement of operations for the China subsidiary, which acquired production assets in June 2024 but has not yet begun operations.
Future Outlook
Management's plans to continue as a going concern include raising additional capital through equity sales and borrowing, focusing on the most profitable business elements, and exploring alternative funding sources. The company intends to actively monitor its common stock bid price and evaluate all available options, including a reverse stock split, to regain Nasdaq compliance by October 19, 2025. Operations for the China subsidiary have not yet commenced, despite the acquisition of production assets in June 2024.
Management Comments
- Management's plans to continue as a going concern may 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.
- Management cannot provide any assurances that the Company will be successful in accomplishing any of its plans regarding going concern.
- The Company intends to continue actively monitoring the closing bid price of its common stock and will evaluate all available options to regain compliance, including, if necessary, effecting a reverse stock split.
- The Company believes it was in compliance with the Tangible Net Worth covenant for all relevant months, including as of June 30, 2025 and December 31, 2024.
- Management has concluded that a material weakness related to standard labor and overhead cost calculations has been remediated through the implementation of enhanced processes and controls.
Industry Context
The company operates in the novelty and packaging film industries, producing foil balloons, distributing latex balloons, and manufacturing films for food packaging and other commercial uses. The company's recent name change to include 'Green' signifies an intention to supply biodegradable and compostable materials, aligning with broader industry trends towards sustainability. However, the industry faces challenges from supply chain disruptions, inflationary pressures, and tariffs, which could impact material procurement and market conditions.
Comparison to Industry Standards
- The filing does not provide specific comparable companies, projects, or results to assess performance against global benchmarks.
- The company's high customer concentration (two customers representing 82% of H1 2025 sales) is a notable characteristic that may differ from more diversified industry players.
- The company's stated intention to supply biodegradable and compostable materials through its China subsidiary, once operational, indicates a strategic alignment with emerging environmental standards in the packaging and film industry, though no operational results are yet available for this initiative.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Director | Frank Cesario | N/A | 2025-04-25 | Resignation due to personal reasons. |
| Director | Douglas Bosley | N/A | 2025-05-01 | Resignation due to personal reasons. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Internal Control Deficiency | Management identified a material weakness in internal control over financial reporting due to a lack of sufficient accounting professionals with the necessary knowledge, experience, and training to adequately account for significant, unusual transactions, particularly equity financing arrangements and timing of non-cash charges. | 2025-06-30 | This material weakness resulted in ineffective disclosure controls and internal control over financial reporting, increasing the risk of material misstatements in financial statements. |
| Internal Control Remediation | A previously identified material weakness related to the accuracy of standard labor and overhead cost calculations was remediated through enhanced processes and controls, including periodic monitoring and analysis of variances. | 2025-06-30 | This remediation strengthens financial oversight and internal control effectiveness related to cost accounting. |
Legal Proceedings
- The company may be party to certain lawsuits or claims arising in the normal course of business, but management does not believe any of these proceedings will have a material adverse effect upon financial condition, cash flows, or future results of operation.
Related Party Transactions
- A note payable of approximately $0.3 million was owed to John H. Schwan, Director and former Chairman of the Board, as of June 30, 2025 and December 31, 2024. This note is subordinate to the Senior Facilities.
- On January 13, 2025, the company issued 276,039 common shares with a fair value of $182,000 to Icy Melon LLC, a shareholder and landlord of the Barrington Facility, to settle rent payable.
- During the three months ended June 30, 2025, the company issued 1,500,000 common shares to Mitzners Consulting, LLC, an existing shareholder, for proceeds of $1,050,000, converting a prior advance investor deposit.
Stakeholder Impact
- Shareholders face significant risk of value erosion due to the 'going concern' doubt and potential Nasdaq delisting, which could lead to reduced liquidity and share price volatility.
- Employees may face uncertainty regarding job security and company stability given the 'going concern' warning.
- Creditors, particularly Line Financial, are exposed to the risk of the company's inability to meet its obligations if it cannot secure additional financing or achieve profitability, although the company believes it is in compliance with existing covenants.
- Customers may experience supply disruptions or changes in product offerings if the company's financial challenges persist, especially given the high concentration of sales to a few key customers.
- Suppliers may face increased payment risk or changes in order volumes if the company's liquidity issues are not resolved.
Next Steps
- Regain compliance with Nasdaq's $1.00 minimum bid price rule by October 19, 2025, potentially through a reverse stock split.
- Execute business plan to improve profitability and generate sufficient cash flow.
- Raise additional capital through equity sales or borrowing to address liquidity concerns and fund operations.
- Address and remediate the identified material weakness in internal control over financial reporting.
- Commence operations at the China subsidiary to leverage acquired production assets and prepaid expenses.
- Recognize the $315,000 cash settlement as Other Income in the third quarter of 2025.
Key Dates
| Date | Description |
|---|---|
| 2023-09-30 | Original maturity date of Senior Facilities, which were subsequently extended. |
| 2023-12-31 | Balance of note payable to John H. Schwan was $1.3 million. |
| 2024-01-31 | Company repaid $1 million to John H. Schwan. |
| 2024-03-01 | Series E and F Convertible Preferred Stock issuances occurred in March 2024. |
| 2024-03-27 | Warrants issued in connection with Series E and F Preferred Stock are exercisable until March 2027. |
| 2024-04-15 | Company's annual report on Form 10-K for the fiscal year ended December 31, 2024, was filed. |
| 2024-05-01 | Former auditor suspended from practicing before the SEC, leading to re-audit costs for 2023. |
| 2024-06-30 | Company acquired production assets in China through its subsidiary, Yunhong Technology (Hubei) Co. Ltd. |
| 2024-10-21 | Received written notice from Nasdaq regarding non-compliance with the $1.00 minimum bid price rule. |
| 2025-01-03 | Revolving Line of Credit balance reduced below the $6 million cap after exceeding it due to upcoming holidays at December 31, 2024. |
| 2025-01-13 | Issued 276,039 common shares to Icy Melon LLC to settle rent payable. |
| 2025-04-21 | End of initial 180-day grace period to regain Nasdaq compliance. |
| 2025-04-24 | Nasdaq granted a second 180-day compliance period. |
| 2025-04-25 | Frank Cesario resigned as Director. |
| 2025-05-01 | Douglas Bosley resigned as Director. |
| 2025-06-30 | End of the quarterly period covered by this report. |
| 2025-07-10 | Entered into a settlement agreement with a former service provider. |
| 2025-07-29 | Received $315,000 cash settlement from a former service provider. |
| 2025-08-14 | Date of filing of this Quarterly Report on Form 10-Q. |
| 2025-09-30 | Maturity date of the Senior Facilities credit agreement. |
| 2025-10-19 | Extended deadline to regain Nasdaq compliance with the $1.00 minimum bid price rule. |
Recommendation
strong sellDespite some improvements in sales and reduced net losses, the company faces severe fundamental challenges including 'substantial doubt' about its ability to continue as a going concern, a looming Nasdaq delisting deadline, and a material weakness in internal financial controls. The extremely low cash balance ($18,000) and reliance on future capital raises in an uncertain market amplify these risks. For a seasoned investor, the combination of these factors indicates a high probability of significant capital loss, making the stock a strong sell.
Keywords
Yunhong Green CTI, YHGJ, SEC filing, 10-Q, financial results, quarterly report, foil balloons, film products, packaging, liquidity, Nasdaq compliance, internal controls, going concern, manufacturing, specialty films, corporate governance
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