10-Q: Yunhong Green CTI Narrows Losses, Regains Nasdaq Compliance

Sentiment:

Quarterly Report


Yunhong Green CTI Ltd. reported reduced net losses and increased sales for Q3 and the nine months ended September 30, 2025, while also regaining Nasdaq compliance after a reverse stock split.

Capital raiseManagement's plans to continue as a going concern include raising additional capital through sales of equity securities and borrowing.The company's ability to access capital on favorable terms is uncertain, and there is no assurance that such financing will be available.The company issued 150,000 common shares to Mitzners Consulting, LLC for $1,050,000, converting an advance investor deposit.The company issued 27,604 common shares with a fair value of $182,000 to Icy Melon LLC to settle rent payable.The company issued 500,000 shares of common stock valued at $6.25 million for the acquisition of production assets in China in June 2024.The company has Series E and F Preferred Stock outstanding, which were issued in March 2024, resulting in gross proceeds of $1.3 million and $0.7 million respectively, and included warrants for common stock.
Better than expectedNet loss significantly decreased for both the three-month (32% improvement) and nine-month (35% improvement) periods compared to the prior year.Gross profit improved from a loss in Q3 2024 to a profit in Q3 2025, and increased by 22% for the nine-month period.Net cash provided by operating activities more than doubled, increasing from $862,000 to $2.300 million for the nine months ended September 30, 2025.The company successfully regained Nasdaq compliance, resolving a significant listing issue.

Summary

  • Net sales increased by 16% to $2.953 million for the three months ended September 30, 2025, and by 12% to $13.212 million for the nine months ended September 30, 2025, compared to the same periods in 2024.
  • The company significantly reduced its net loss, reporting $(811,000) for Q3 2025, a 32% improvement from $(1,193,000) in Q3 2024, and $(1,412,000) for the nine months ended September 30, 2025, a 35% improvement from $(2,182,000) in the prior year.
  • Gross profit improved to $67,000 in Q3 2025 from a loss of $(20,000) in Q3 2024, and increased to $1.911 million for the nine months ended September 30, 2025, from $1.568 million in the prior year.
  • Cash and cash equivalents increased to $387,000 as of September 30, 2025, from $220,000 at December 31, 2024.
  • Net cash provided by operating activities significantly increased to $2.300 million for the nine months ended September 30, 2025, compared to $862,000 for the same period in 2024.
  • The company successfully regained compliance with Nasdaq's minimum bid price rule ($1.00 per share) on October 21, 2025, following a 1-for-10 reverse stock split effective October 1, 2025.
  • The senior secured credit facilities with Line Financial were extended to April 30, 2027, and the revolving commitment was increased from $6.0 million to $7.0 million.
  • A material weakness in internal control over financial reporting related to standard labor and overhead cost calculations was remediated as of September 30, 2025.

Sentiment

Score: 4

Explanation: While the company showed improved financial performance with increased sales, reduced losses, and positive operating cash flow, the "substantial doubt about going concern" and the identified material weakness in internal controls remain critical issues. Regaining Nasdaq compliance is a positive step, but the underlying financial stability is still precarious, heavily reliant on future capital raises.

Positives

  • Increased net sales for both the three-month (16% increase to $2.953 million) and nine-month (12% increase to $13.212 million) periods ended September 30, 2025.
  • Significant reduction in net loss for both periods, with Q3 2025 net loss at $(811,000) (32% improvement) and nine-month net loss at $(1,412,000) (35% improvement).
  • Gross profit improved from a loss in Q3 2024 to a profit of $67,000 in Q3 2025, and increased by 22% for the nine-month period to $1.911 million.
  • Strong increase in net cash provided by operating activities, reaching $2.300 million for the nine months ended September 30, 2025, up from $862,000 in the prior year.
  • Successful regaining of Nasdaq compliance on October 21, 2025, after implementing a 1-for-10 reverse stock split.
  • Extension of senior secured credit facilities to April 30, 2027, and an increase in the revolving credit commitment to $7.0 million, providing enhanced liquidity.
  • Remediation of a material weakness in internal control over financial reporting related to standard labor and overhead cost calculations.
  • Received $315,000 from a dispute settlement and $55,000 from an insurance settlement in Q3 2025, contributing to other income.

Negatives

  • The company has a cumulative net loss of approximately $27 million from inception to September 30, 2025.
  • Management has identified substantial doubt about the company's ability to continue as a going concern for one year from the issuance of the financial statements.
  • Disclosure controls and procedures were not effective as of September 30, 2025, due to a material weakness related to a lack of sufficient accounting professionals for significant, unusual transactions, leading to GAAP misapplications.
  • High concentration of sales, with the top two customers accounting for 48% and 24% of Q3 2025 net sales, and the top three customers representing 78% of Q3 2025 net sales.
  • Operating expenses increased in Q3 2025, primarily due to higher legal and litigation expenses and public company expenses related to the reverse stock split.
  • Total assets decreased to $22.171 million as of September 30, 2025, from $25.578 million at December 31, 2024.
  • Shareholders' equity decreased to $10.541 million as of September 30, 2025, from $10.703 million at December 31, 2024.

Risks

  • Substantial doubt exists about the company's ability to continue as a going concern for one year from the issuance of the financial statements, dependent on raising additional capital and achieving profitable operations.
  • The company's cash resources from operations may be insufficient to meet anticipated needs during the next twelve months.
  • Supply chain challenges, inflationary pressures, and tariffs are expected to continue impacting business operations, potentially reducing access to capital.
  • Disclosure controls and procedures were not effective as of September 30, 2025, due to a material weakness in internal control over financial reporting, specifically lacking sufficient accounting professionals for significant, unusual transactions.
  • High customer concentration poses a risk, with the top two customers representing 48% and 24% of Q3 2025 net sales, and 93% of consolidated net accounts receivable from these customers.
  • The company's ability to access capital on favorable terms is subject to market conditions, lender risk appetite, and overall economic trends, with no assurance such financing will be available.
  • Sales in the commercial films segment have been inconsistent due to a small number of customers and significant competition.
  • The company is exposed to interest rate risk on its variable-rate revolving credit facility (15.07% as of September 30, 2025).

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 as needed. However, there is no assurance that these plans will be successful or that financing will be available on acceptable terms, especially given increasingly conservative financial market conditions. The company expects supply chain challenges, inflationary pressures, and tariffs to continue impacting operations and potentially reduce access to capital.

Management Comments

  • 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.
  • Managements 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.
  • The supply chain challenges, inflationary pressures and tariffs have impacted on the Companys business operations to some extent and is expected to continue to do so and these impacts may include reduced access to capital.
  • 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 Company believes that the combination of responsibilities held by the Chief Executive Officer and the Corporate Controller strengthens financial oversight, enhances internal control effectiveness, and promotes leadership continuity.

Industry Context

The company operates in the novelty, packaging, and container film products industry, facing challenges from supply chain constraints, inflationary pressures, and tariffs, which are noted as ongoing industry-wide issues. Its strategy to incorporate "Green" into its name and establish a China subsidiary for biodegradable/compostable materials indicates an attempt to align with evolving environmental trends and expand into new markets, potentially differentiating itself from competitors focused solely on traditional film products. The inconsistency in commercial film sales due to a small customer base and significant competition highlights the competitive nature of that segment.

Comparison to Industry Standards

  • The filing does not provide specific comparable companies, projects, or results to global benchmarks.
  • The company's gross profit margin for the nine months ended September 30, 2025, was approximately 14.5% ($1.911M / $13.212M), which can be compared to industry averages for specialty film and packaging manufacturers.
  • The company's reliance on a few key customers (top 3 account for 82% of 9M sales) is significantly higher than typical industry diversification, indicating a higher customer concentration risk compared to industry standards.
  • The high interest rate on the revolving credit facility (15.07%) suggests a higher risk profile or less favorable borrowing terms compared to more financially stable industry peers.
  • The ongoing "going concern" warning is a critical indicator of financial distress, which is not typical for healthy, publicly traded companies in the industry.

Management Changes

RolePrevious PersonNew PersonEffective DateReason
DirectorFrank CesarioN/A2025-04-25Resignation due to personal reasons.
DirectorDouglas BosleyN/A2025-05-01Resignation due to personal reasons.
Independent DirectorN/ADarlene Chiu Bryant2025-07-08Appointed to fill a vacancy.

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Board CompositionTwo directors resigned (Frank Cesario, Douglas Bosley) and one independent director was appointed (Darlene Chiu Bryant).2025-04-25Changes in board composition, with the appointment of an independent director potentially enhancing oversight, though the reasons for previous resignations were personal.
Internal Control WeaknessA material weakness was identified in internal control over financial reporting due to a lack of sufficient accounting professionals for significant, unusual transactions, leading to GAAP misapplications.2025-09-30This material weakness indicates a risk of financial misstatement and impacts the reliability of financial reporting, requiring further remediation efforts.
Internal Control RemediationA previous material weakness related to the accuracy of standard labor and overhead cost calculations was remediated through enhanced processes and controls.2025-09-30Successful remediation of a prior weakness improves the accuracy of cost accounting and strengthens internal controls in that specific area.

Legal Proceedings

  • The company may be party to certain lawsuits or claims arising in the normal course of business.
  • Management does not believe any of these proceedings will have, individually or in the aggregate, a material adverse effect upon the company's financial condition, cash flows, or future results of operation.
  • The company received a $315,000 dispute settlement amount from a service provider in Q3 2025.

Related Party Transactions

  • A subordinated note payable of $0.3 million is owed to John H. Schwan, a Director and former Chairman of the Board, bearing 6% interest.
  • Icy Melon LLC, the landlord of the Barrington Facility and a shareholder, received 27,604 common shares (fair value $182,000) on January 13, 2025, to settle rent payable.
  • The company has remaining lease obligations of approximately $3.406 million to Icy Melon LLC through April 2031.
  • The company's Vice President of Strategy and Business Development also serves as a Manager for Icy Melon LLC.
  • Jeffery Leader, a shareholder, provided consulting services during Q3 2025, earning $30,000.
  • Mitzners Consulting, LLC, an existing shareholder, received 150,000 common shares for $1,050,000, converting an advance investor deposit.
  • The company's Vice President of Strategy and Business Development also serves as a Manager for Mitzners Consulting, LLC.

Stakeholder Impact

  • Shareholders: Experienced a 1-for-10 reverse stock split to regain Nasdaq compliance, which may impact per-share metrics and trading liquidity. The "going concern" warning poses a significant risk to investment value. Preferred shareholders receive 8.5% quarterly dividends.
  • Employees: The company's financial stability and going concern issues could create uncertainty regarding job security or future compensation.
  • Customers: High customer concentration means the loss of a major customer could severely impact revenue and financial health.
  • Suppliers: The company's liquidity and going concern issues could affect its ability to pay suppliers on time or secure favorable terms.
  • Creditors: The extension of the credit facility provides some stability, but the "going concern" warning indicates elevated risk for lenders. The company is in compliance with debt covenants.

Next Steps

  • Management plans to raise additional capital through sales of equity securities and borrowing.
  • Management plans to continue focusing the company on its most profitable elements.
  • Management plans to explore alternative funding sources on an as needed basis.
  • The company will continue to monitor its liquidity position and capital structure closely.
  • The company will continue to evaluate and refine its internal control framework to address remaining deficiencies and strengthen remediation measures.
  • The company has a 0.75% renewal fee for its credit facility payable in two equal installments in October 2025 and September 2026.

Key Dates

DateDescription
2020-06-01John H. Schwan ceased being Chairman of the Board.
2021-09-30Company entered into a loan and security agreement with Line Financial.
2021-11-01Monthly installments for the Term Loan Facility began.
2023-12-31Balance sheet date for prior fiscal year.
2024-01-01Beginning of the nine-month period for 2024 financial comparison.
2024-01-31$1.0 million of the subordinated note payable to John H. Schwan was repaid.
2024-03-01Period of Series E and F Preferred Stock authorization and issuance.
2024-03-31End of Q1 2024.
2024-04-21End of initial 180-day grace period for Nasdaq minimum bid price compliance.
2024-04-24Nasdaq granted a second 180-day compliance period.
2024-04-25Frank Cesario resigned as Director.
2024-05-01Douglas Bosley resigned as Director.
2024-05-01SEC suspended the Company's former independent auditor.
2024-06-30Company acquired production assets in China through its subsidiary.
2024-07-01Beginning of the three-month period for 2024 financial comparison.
2024-09-30End of the three and nine-month periods for 2024 financial comparison.
2024-10-19Extended deadline for Nasdaq minimum bid price compliance.
2024-10-21Company received initial Nasdaq non-compliance notice for minimum bid price.
2024-12-31Balance sheet date for prior fiscal year.
2025-01-01Beginning of the nine-month period for 2025 financial reporting.
2025-01-03Revolving credit balance reduced below cap after temporarily exceeding it in December 2024.
2025-01-13Company issued 27,604 common shares to Icy Melon LLC to settle rent payable.
2025-07-01Beginning of the three-month period for 2025 financial reporting.
2025-07-08Darlene Chiu Bryant appointed as Independent Director.
2025-07-29Company received a $315,000 dispute settlement amount.
2025-08-22Shareholders approved the 1-for-10 reverse stock split.
2025-09-30End of the current reporting period (Q3 2025).
2025-09-30Fifth Amendment to the loan and security agreement executed, extending maturity to April 30, 2027.
2025-10-011-for-10 reverse stock split became effective.
2025-10-01First installment of 0.75% renewal fee for credit facility due.
2025-10-21Company received notice from Nasdaq confirming regained compliance with minimum bid price rule.
2025-11-13Filing date of the 10-Q report.
2026-09-01Second installment of 0.75% renewal fee for credit facility due.
2027-03-01Warrants for Series E and F Preferred Stock exercisable until this date.
2027-04-30Maturity date of the senior secured credit facilities.
2031-04-01Lease term ending for Barrington Facility.

Recommendation

hold

While the company demonstrated improved financial performance with increased sales, reduced losses, and positive operating cash flow, and successfully regained Nasdaq compliance, the persistent "substantial doubt about going concern" and the identified material weakness in internal controls are significant red flags. The high customer concentration also presents a considerable risk. The extension of the credit facility and the remediation of one material weakness are positive, but the overall financial health remains precarious, heavily reliant on future capital raises. An investor should hold to see if the company can sustain its operational improvements and successfully address its going concern issues and internal control deficiencies, but new investment is not advisable given the high risks.

Keywords

Foil Balloons, Film Products, Packaging, Flexible Containers, Nasdaq Compliance, Reverse Stock Split, Going Concern, SEC Filing, Quarterly Report, Financial Results, Liquidity, Credit Facility, Related Party Transactions, Internal Controls, Manufacturing, Specialty Films, Balloons, CTI Industries

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