10-K: Yunhong Green CTI Reports Widening Loss, Going Concern Doubt

Sentiment:

Annual Report


Yunhong Green CTI Ltd. reported a 10% increase in net sales to $19.7 million for fiscal year 2025, despite incurring a net loss of $2.53 million and facing going concern doubts.

Delay expectedCommercial production at the Yunhong Technology Industry (Hubei) Co., Ltd. subsidiary in China has not commenced as of the report date due to tariff conditions and broader macroeconomic factors, despite the acquisition of manufacturing equipment on June 30, 2024.COVID-19 delayed certain strategic transactions, including the attempted sale of former subsidiary Flexo Universal (ultimately realized October 2021) and the potential relocation of activities to Laredo, Texas (no longer a consideration).
Capital raiseThe company issued 130,000 shares of Series E Convertible Preferred Stock in March 2024, resulting in gross proceeds of $1.3 million from an unrelated third party.The company issued 70,000 shares of Series F Convertible Preferred Stock in March 2024, resulting in gross proceeds of $0.7 million from an unrelated third party.In connection with the Series E and F issuances, a total of 55,600 warrants were issued, exercisable until March 2027.Management's plans to continue as a going concern include raising additional capital through sales of equity securities and borrowing.The company received $150,000 from Icy Mellon LLC as an advance for undefined purposes in 2025.The company issued 150,000 common shares to Mitzners Consulting, LLC for proceeds of $1,050,000 in 2025, which was received as an advance prior to December 31, 2024.
Worse than expectedNet loss widened significantly to $2.530 million in 2025 from $1.499 million in 2024.Operating expenses increased by 34%, primarily due to substantial impairment charges totaling $1.672 million related to the China subsidiary assets and a stock surrender agreement.The company faces substantial doubt about its ability to continue as a going concern, indicating severe financial distress.A new material weakness in internal control over financial reporting was identified, suggesting ongoing issues with financial reporting accuracy for complex transactions.

Summary

  • Net sales increased by 10% to $19.705 million in 2025 from $17.953 million in 2024.
  • Foil balloon sales, the largest product line, grew by 11% to $12.764 million in 2025, driven by an additional everyday kit assortment at a mass retailer and a slight increase in seasonal foil balloons.
  • Film product sales increased by 33% to $1.129 million in 2025, while other product sales (including balloon-inspired gifts) increased by 4% to $5.812 million.
  • Gross profit remained relatively flat at $3.590 million in 2025 compared to $3.601 million in 2024.
  • Operating expenses increased significantly by 34% to $5.640 million in 2025 from $4.213 million in 2024.
  • Net loss widened to $2.530 million in 2025 from $1.499 million in 2024, contributing to a cumulative net loss of approximately $28.4 million from inception.
  • General and administrative expenses increased by 45% to $4.938 million in 2025, primarily due to $354,000 impairment expenses related to Hubei long-lived assets and a $1.318 million charge from a stock surrender agreement.
  • Cash used in operating activities significantly decreased from $1.274 million in 2024 to $172,000 in 2025.
  • The company had approximately $0.1 million of cash as of December 31, 2025, and faces substantial doubt about its ability to continue as a going concern.
  • The company regained compliance with Nasdaq's minimum bid price rule on October 21, 2025, following a 1-for-10 reverse stock split on October 1, 2025.
  • Commercial production at the China subsidiary has not commenced due to tariff conditions and broader macroeconomic factors, leading to impairment charges on acquired equipment.
  • A new material weakness in internal control over financial reporting was identified due to a lack of sufficient accounting professionals for new accounting standards and significant, unusual transactions, though a prior material weakness was remediated.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this as a concerning report, with widening net losses, significant impairment charges, and explicit 'going concern' doubts overshadowing revenue growth. While some operational improvements and Nasdaq compliance are positive, the fundamental financial health remains weak.

Positives

  • Net sales increased by 10% year-over-year to $19.705 million in 2025.
  • Foil balloon sales, the largest product line, grew by 11% to $12.764 million in 2025.
  • Film product sales saw a significant 33% increase to $1.129 million in 2025.
  • Cash used in operating activities significantly decreased from $1.274 million in 2024 to $172,000 in 2025.
  • Successfully regained compliance with Nasdaq's minimum bid price requirement ($1.00 per share) after a 1-for-10 reverse stock split.
  • The credit facility was extended to April 30, 2027, and the revolving commitment increased from $6.0 million to $7.0 million.
  • Remediated a material weakness in internal control over financial reporting related to standard labor and overhead cost calculations.
  • Received $315,000 in other income from a settlement agreement with a former service provider in July 2025.

Negatives

  • Net loss widened to $2.530 million in 2025 from $1.499 million in 2024.
  • Cumulative net loss from inception to December 31, 2025, is approximately $28.4 million.
  • General and administrative expenses increased significantly by 45% to $4.938 million, largely due to impairment charges.
  • Impairment charge of $354,000 related to Hubei long-lived assets due to delays in commencing operations in China.
  • Impairment charge of $1.318 million related to the stock surrender agreement and elimination of prepaid assets.
  • Substantial doubt about the company's ability to continue as a going concern due to recurring losses and limited cash ($0.1 million as of December 31, 2025).
  • Identified a new material weakness in internal control over financial reporting due to a lack of sufficient accounting professionals for new accounting standards and significant, unusual transactions.
  • Dependence on a limited number of key customers, with the top two customers accounting for 41% and 40% of 2025 revenues, poses a significant risk if either reduces purchases.
  • High interest rates on the revolving credit facility (14.57% as of December 31, 2025) and term loan (8.2% as of December 31, 2025).

Risks

  • Supply chain disruptions and inflationary pressures, including material shortages, increased raw material costs, and higher freight costs due to trade policies, may negatively impact margins and profitability.
  • Public health crises or similar events could disrupt operations, negatively impact consumer spending and confidence, and affect supply availability and costs.
  • The price and availability of helium may negatively impact the largest product line (foil balloons), as sustained increases in helium prices can reduce demand and sales volumes.
  • Failure to recruit and retain qualified employees may negatively impact financial results and the ability to perform as intended, especially as a lean manufacturer.
  • Machinery and equipment failures, as experienced in Q1 2025, can lead to repair costs and reliance on third-party equipment, negatively impacting financial results.
  • Commercial production at the China subsidiary has not commenced due to tariff conditions and broader macroeconomic factors, leading to impairment charges and uncertainty about future viability.
  • The common stock may not trade efficiently, as evidenced by past non-compliance with Nasdaq's minimum bid price rule, which could lead to future delisting risks.
  • Cybersecurity threats and incidents could disrupt operations, corrupt data, steal confidential information, or damage business relationships and reputation.
  • Failure to protect intellectual property rights or conflicts with the rights of other entities may negatively impact the financial and competitive position.
  • Compliance with federal, state, and local regulations (e.g., OSHA, environmental, data privacy) could result in costs, fines, penalties, and loss of customer confidence.
  • The loss of one or both principal customers (Customer A: 41% of 2025 sales; Customer B: 40% of 2025 sales) or a significant reduction in their purchases could have a material adverse effect on the business.
  • The highly competitive balloon and novelty industry and fragmented film market, with numerous competitors possessing greater resources, could make it difficult to compete effectively.
  • Fluctuations in the cost or availability of raw materials (petroleum/natural gas-based films and resin, printing inks, bulk candy) can materially affect profitability.
  • Seasonality in the foil balloon product line, with increased order flow related to events, can lead to excess inventory and negatively impact profit margins.
  • There is substantial doubt about the company's ability to continue as a going concern for one year from the issuance of the financial statements due to recurring losses and insufficient cash resources.
  • A material weakness in internal control over financial reporting exists due to a lack of sufficient accounting professionals to adequately account for new accounting standards and significant, unusual transactions.

Future Outlook

Management plans to focus on achieving growth and profitability within its core product lines of foil balloons and related products from its U.S.-based business. The company intends to leverage advancements in compostable materials from affiliated Yunhong Companies in China, viewing this as a balanced strategy of traditional product optimization and risk-managed investment in new materials. Future plans include developing new products, product improvements, and technologies, as well as expanding distribution channels. The company expects increasing labor costs in the U.S. and will continue to implement automation. Management's ability to continue as a going concern is dependent on raising additional capital through equity sales and borrowing, and focusing on profitable business elements.

Management Comments

  • "Our management determined to focus on achieving growth and profitability within the current scope of our core product lines foil balloons and related products from our United States based business."
  • "We believe the combination of traditional product optimization with risk-managed investment in new materials is the right combination for our company."
  • "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. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans."
  • "Management has assessed the effectiveness of our internal control over financial reporting as of December 31, 2025... 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 the application of new accounting standards as well as significant, unusual transactions that resulted in misapplications of GAAP."
  • "As of December 31, 2025, management has concluded that this material weakness [related to standard labor and overhead cost calculations] has been remediated through the implementation of enhanced processes and controls."

Industry Context

StockSavvy.ai notes that Yunhong Green CTI's strategic focus on leveraging compostable materials aligns with a growing global trend towards sustainability and reducing plastic waste in the consumer products and packaging industries. However, the stalled operations of its China subsidiary due to tariffs and macroeconomic factors highlight the significant geopolitical and economic headwinds impacting international business and supply chains, particularly for companies attempting technology transfer or manufacturing expansion in the region. The company operates in highly competitive markets for both balloons and flexible films, where larger, more resourced competitors can quickly adapt to market changes and invest more heavily in product development and distribution.

Comparison to Industry Standards

  • The filing mentions key competitors in the foil balloon industry such as Anagram International, Inc., Pioneer Balloon Company, Convertidora International S.A. de C.V., and Betallic, LLC, but does not provide specific financial or operational benchmarks for direct comparison.
  • The market for films, packaging, and custom products is described as fragmented with numerous participants, but no specific comparable companies or performance metrics are detailed to assess the company's standing against industry standards.

Management Changes

RolePrevious PersonNew PersonEffective DateReason
Chief Executive OfficerN/AJana M. SchwanNovember 2024Promotion from Chief Operating Officer
DirectorN/AJeffrey LeaderNovember 25, 2025Appointment
DirectorPhilip WongN/AJanuary 19, 2026Resignation
Independent Director and Audit Committee ChairN/AIris ChanJanuary 22, 2026Election to fill vacant term
Chairman of the Board of DirectorsYubao LiN/AFebruary 17, 2026Resignation
Interim Chairman of the Board of DirectorsN/AGerald D. Roberts Jr.February 17, 2026Election to serve until a permanent Chairman is selected

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Policy AdoptionAdopted an Executive Compensation Recovery Policy (Clawback policy) during 2023, allowing recovery of incentive compensation in the event of a restatement or similar adjustment.October 1, 2023Enhances corporate accountability and aligns executive incentives with accurate financial reporting.
Board IndependenceFour of the five directors are affirmatively determined to be independent according to Nasdaq listing standards.N/AStrengthens independent oversight of management and corporate affairs.
Committee IndependenceAll members of the Audit, Compensation, and Nominating and Governance Committees are independent.N/AEnsures objective decision-making and oversight within key board committees.
Audit Committee CharterThe Board of Directors has adopted a written charter for the Audit Committee, which is publicly available on the company's website.N/AProvides clear guidelines for the Audit Committee's responsibilities, including financial reporting and internal controls.
Complaint Monitoring ProcedureThe Audit Committee has adopted a complaint monitoring procedure for confidential and anonymous reporting of concerns regarding accounting or auditing matters.N/APromotes transparency and provides a mechanism for addressing ethical concerns.
Code of EthicsThe company has adopted a code of ethics applicable to its senior executive and financial officers, promoting ethical conduct, accurate disclosure, and compliance.N/AEstablishes ethical standards for key personnel and reinforces a culture of integrity.
Board Leadership Structure EvaluationThe Board of Directors periodically evaluates its leadership structure, currently with a separate Chairman and CEO.N/AAllows for flexibility in leadership to best suit the company's needs and provides distinct roles for strategic direction and operational execution.
Cybersecurity Risk OversightThe Audit and Compliance Committee exercises oversight over managing the company's cybersecurity risks, with management having primary responsibility for identification, assessment, and mitigation.N/AIntegrates cybersecurity risk management into the overall enterprise risk framework, enhancing protection of company assets and data.

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 will have a material adverse effect on financial condition, cash flows, or future results of operation.
  • The company entered into a settlement agreement with a former service provider in July 2025, resulting in $315,000 of other income.

Related Party Transactions

  • John H. Schwan (father of CEO Jana M. Schwan, former Director and Chairman) was owed approximately $0.3 million by the company as of December 31, 2025 and 2024.
  • Icy Mellon LLC (a shareholder and landlord of the Barrington Facility) received 27,604 shares of common stock (fair value $182,000) on January 13, 2025, to settle rent payable. Amounts due to Icy Mellon LLC totaled $234,000 as of December 31, 2025. The company's VP of Strategy and Business Development also serves as a Manager of Icy Mellon LLC.
  • Icy Mellon LLC provided $150,000 to the company as an advance for undefined purposes in 2025.
  • Jeffery Leader (a shareholder and Director appointed in 2025) provided consulting services for $30,000 during 2025.
  • Mitzners Consulting, LLC (an existing shareholder) received 150,000 common shares for proceeds of $1,050,000 in 2025, which was an advance received prior to December 31, 2024. The company's VP of Strategy and Business Development also serves as a Manager for Mitzners Consulting, LLC.
  • The China subsidiary acquired assets from Yunhong Environmental Protection Technology Co., Ltd. and Yunhong China Group (affiliated with certain company stockholders) for 500,000 common shares ($6.25 million) on June 30, 2024. A settlement on December 2, 2025, resulted in the cancellation of 175,000 shares and elimination of $2.1 million prepaid assets, adjusting the original transaction terms.

Stakeholder Impact

  • Shareholders face significant risks due to widening net losses, explicit 'going concern' doubts, and potential future dilution from capital raises, despite recent Nasdaq compliance.
  • Employees benefit from stable employment for 52 full-time staff, but may experience increased labor costs in the Chicago area and potential impacts from automation initiatives.
  • Customers can expect continued product offerings, with potential for new compostable material products, but face risks from supply chain disruptions and helium price volatility affecting product availability and pricing.
  • Suppliers may experience continued demand, but the company's dependence on a limited number of raw material suppliers could lead to cost fluctuations and supply shortages.
  • Creditors, particularly Line Financial with its senior secured financing, are exposed to the company's 'going concern' risk, although the company has remained in compliance with material covenants.

Next Steps

  • Focus on achieving growth and profitability within core product lines (foil balloons and related products) from the United States based business.
  • Leverage advancements in compostable materials from Yunhong Companies in China.
  • Develop new products, product improvements, and technologies within core product categories.
  • Develop new channels of distribution and new sales relationships.
  • Pursue new product lines and product line extensions through internal developments.
  • Continue to implement automation tools in production lines.
  • Management plans to raise additional capital through sales of equity securities and borrowing to fund future planned operations.
  • The Board of Directors is considering a revised incentive plan and terminating the current one.
  • The company is evaluating the provisions of ASU 2024-03 (Disaggregation of Income Statement Expenses) and ASU 2025-05 (Estimation of Expected Credit Losses).

Key Dates

DateDescription
1978Began manufacturing metalized (foil) balloons.
1979Began designing, producing, and selling foil balloons.
1985Began marketing latex balloons.
1988Began manufacturing latex balloons.
1999Acquired an extrusion coating and laminating machine and began production of coated and laminated films.
2005Established a Nominating and Governance Committee.
April 10, 2009Shareholders approved the 2009 Stock Incentive Plan.
2014Began assembling and producing balloon-inspired gifts.
June 8, 2018Shareholders approved the 2018 Stock Incentive Plan.
January 2019Mr. John H. Schwan exchanged $0.6 million of debt for approximately 181,000 shares of CTI common stock.
January 2022Payments to non-employee directors restarted.
January 2022Former CEO Frank Cesario was granted 25,000 shares of restricted common stock.
June 17, 2022Shareholders approved the issuance of 500,000 additional shares to the 2018 Stock Incentive Plan.
2022Introduced additional automation features in production lines.
2022Current CEO Jana Schwan was awarded a grant of 10,000 shares of restricted common stock.
August 2023Shareholders approved including 'Green' in the company name and changing the trading symbol to YHGJ.
October 1, 2023Executive Compensation Recovery Policy (Clawback) became effective.
December 31, 2023$1.5 million of Series E and F preferred stock proceeds were received as an advance.
January 2, 2024Repaid $0.5 million to Mr. John H. Schwan.
January 16, 2024Repaid another $0.5 million to Mr. John H. Schwan.
March 2024Amended Articles of Incorporation to authorize Series E and F Convertible Preferred Stock, resulting in $1.3 million and $0.7 million gross proceeds respectively.
June 30, 2024Acquired certain production equipment and related manufacturing assets through the China subsidiary for 500,000 common shares ($6.25 million).
November 2024Jana M. Schwan became Chief Executive Officer and was granted 25,000 shares of restricted stock.
December 18, 2024Lease agreement for the Elgin facility was extended through December 31, 2028.
January 13, 2025Issued 27,604 shares of common stock with an aggregate fair value of approximately $182,000 to Icy Mellon LLC to settle rent payable.
July 10, 2025Entered into a settlement agreement with a former service provider.
July 29, 2025Received $315,000 proceeds from the settlement agreement.
September 30, 2025Credit facility extended to April 30, 2027, and revolving commitment increased from $6.0 million to $7.0 million.
October 1, 2025Executed a 1-for-10 reverse stock split.
October 14, 2025Closing bid price of common stock was at or above $1.00 for ten consecutive trading days.
October 21, 2025Received written notice from Nasdaq confirming compliance with the minimum bid price rule.
November 25, 2025Jeffrey Leader was appointed as a Director.
December 2, 2025Entered into a settlement agreement with the seller of China subsidiary assets, reacquiring and canceling 175,000 common shares and eliminating $2.1 million prepaid assets.
December 31, 2025Fiscal year ended.
January 19, 2026Director Philip Wong resigned.
January 22, 2026Iris Chan was elected as an Independent Director and Audit Committee Chair.
February 17, 2026Mr. Yubao Li resigned as Chairman of the Board of Directors, and Gerald D. Roberts Jr. was elected Interim Chairman.
March 23, 2026Annual Report on Form 10-K filed.

Recommendation

sell

The significant widening of net losses, the explicit 'substantial doubt about the ability to continue as a going concern,' and the identified material weakness in internal controls over financial reporting present severe red flags for investors. While revenue growth and Nasdaq compliance are positive, they are overshadowed by fundamental financial instability and operational challenges, including stalled international expansion and dependence on key customers. The high interest rates on debt further strain profitability. A seasoned investor would likely view these risks as too high, warranting a 'sell' recommendation.

Keywords

Foil balloons, Flexible films, Packaging, Compostable materials, SEC filing, 10-K, Financial results, Going concern, Nasdaq compliance, Supply chain, Helium, Intellectual property, Corporate governance, Yunhong Green CTI Ltd.

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