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 June 30, ~~2021~~2022

☐	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 ~~Identification No.)~~
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)

~~Trading Symbol(s)~~

Name of each exchange on which

registered

Common Stock, no par value per share

CTIB

~~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 August 13^th~~, 2021~~10th, 2022 was ~~5,886,750~~5,911,750 (excluding treasury shares).

~~Table of Contents~~


	June 30, 2021			December 31, 2020			June 30, 2022			December 31, 2021
ASSETS
Current assets:												��
Cash and cash equivalents	$	272,631		$	429,457		$	54,000		$	66,000
Accounts receivable		5,241,473			5,013,195
Accounts receivable, net								2,736,000			3,443,000
Inventories, net		11,505,248			10,969,711			8,281,000			7,876,000
Prepaid expenses		462,262			589,149			499,000			625,000
Other current assets		1,471,766			1,352,419			202,000			464,000
Income Tax Receivable		196,747			403,074
Receivable from related party		0			100,000
Current assets of discontinued operations		0			294,219

Total current assets		19,150,127			19,151,224			11,772,000			12,474,000

Property, plant and equipment:
Machinery and equipment		19,911,519			19,833,903			17,647,000			17,470,000
Building		0			3,321,016
Office furniture and equipment		2,164,502			2,231,458			2,076,000			2,076,000
Intellectual property		783,179			783,179			783,000			783,000
Land		0			250,000
Leasehold improvements		175,653			407,476			36,000			23,000
Fixtures and equipment at customer locations		518,450			518,450			519,000			519,000
Projects under construction		71,207			71,206			126,000			223,000
		23,624,510			27,416,688
Property plant and equipment, gross								21,187,000			21,094,000
Less : accumulated depreciation and amortization		(22,308,630	)		(25,466,213	)		(20,146,000	)		(19,951,000	)

Total property, plant and equipment, net		1,315,880			1,950,475			1,041,000			1,143,000

Other assets:
Operating lease right-of-use		3,927,357			361,720			4,319,000			3,530,000
Other assets		89,879			87,552			-			135,000

Total other assets		4,017,236			449,272			4,319,000			3,665,000

TOTAL ASSETS		24,483,243			21,550,971			17,132,000			17,282,000

LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS' EQUITY
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Trade payables	$	5,553,496		$	5,504,442		$	2,020,000		$	2,132,000
Line of credit		2,884,678			5,363,340			4,782,000			5,003,000
Notes payable - current portion		2,256,957			3,913,666			239,000			726,000
Advance from Investor		1,500,000			1,500,000
Notes payable affiliates - current portion		0			8,045
Notes payable - officers, subordinated		1,157,906			1,123,769
Operating Lease Liabilities		641,776			317,591
Notes payable – related party, subordinated								-			1,193,000
Operating Lease Liabilities - current								500,000			670,000
Accrued liabilities		1,250,445			871,761			531,000			647,000
Current liabilities of discontinued operations		0			184,577

Total current liabilities		15,245,258			18,787,191			8,072,000			10,371,000

Long-term liabilities:
Operating Lease Liabilities		2,975,581			44,129

Notes payable - noncurrent								480,000			-
Notes payable – related party, subordinated								1,229,000			-
Operating Lease Liabilities – noncurrent								3,628,000			2,860,000
Total long-term liabilities		2,975,581			44,129			5,337,000			2,860,000


TOTAL LIABILITIES		18,220,839			18,831,320			13,409,000			13,231,000

Mezzanine equity:
Series B Preferred stock -- no par value, 170,000 share authorized 170,000 shares issued and outstanding at June 30, 2021 and December 31, 2020		0			1,532,164

Equity:
Yunhong CTI, Ltd stockholders' equity:
Series A Preferred Stock -- no par value, 3,000,000 shares authorized, 500,000 shares issued and outstanding at June 30, 2021 and December 31, 2020 (liquidation preference - $5.0 million as of June 30, 2021)		2,954,583			2,754,583
Series B Preferred Stock -- no par value, 170,000 shares authorized, 170,000 shares issued and outstanding at June 30, 2021 and nil at December 31, 2020 respectively (liquidation preference - $1.7 million as of June 30, 2021)		1,646,707			0
Series C Preferred Stock -- no par value, 170,000 shares authorized, 170,000 shares issued and outstanding at June 30, 2021 and nil at December 31, 2020 respectively (liquidation preference - $1.7 million as of June 30, 2021)		1,562,333			0
Common stock - no par value, 50,000,000 shares authorized, 5,930,408 and 5,827,304 shares issued and 5,886,750 and 5,783,646 shares outstanding at June 30, 2021 and December 31, 2020 respectively		14,537,828			14,537,828
Yunhong CTI, Ltd stockholders’ equity:
Series A Preferred Stock — 0 par value, 3,000,000 shares authorized, 500,000 shares issued and outstanding at June 30, 2022 and December 31, 2021 (liquidation preference - $5.0 million as of June 30, 2021)								3,355,000			3,155,000
Series B Preferred Stock — 0 par value, 170,000 shares authorized, 170,000 shares issued and outstanding at June 30, 2022 and nil at December 31, 2021 respectively (liquidation preference - $1.7 million as of June 30, 2021)								1,783,000			1,715,000
Series C Preferred Stock — 0 par value, 170,000 shares authorized, 170,000 shares issued and outstanding at June 30, 2022 and nil at December 31, 2021 respectively (liquidation preference - $1.7 million as of June 30, 2021)								1,698,000			1,630,000
Series D Preferred Stock — 0 par value, 170,000 shares authorized, 170,000 shares issued and outstanding at June 30, 2022 and nil at December 31, 2021 respectively (liquidation preference - $1.7 million as of June 30, 2021)								1,580,000			1,512,000
Preferred Stock value
Common stock - 0 par value, 50,000,000 shares authorized, 5,955,408 and 5,930,408 shares issued and 5,911,750 and 5,886,750 shares outstanding at June 30, 2022 and December 31, 2021 respectively								14,538,000			14,538,000
Paid-in-capital		4,664,635			5,041,511			4,005,000			4,317,000
Accumulated deficit		(13,022,167	)		(14,382,327	)		(23,075,000	)		(22,655,000	)
Accumulated other comprehensive loss		(5,945,588	)		(5,885,112	)
Less: Treasury stock, 43,658 shares		(160,784	)		(160,784	)		(161,000	)		(161,000	)
					-						-
Total Yunhong CTI, Ltd Stockholders' Equity		6,237,547			1,905,699
Total Yunhong CTI, Ltd Stockholders’ Equity								3,723,000			4,051,000

Noncontrolling interest		24,857			(718,212	)

Total Shareholders' Equity		6,262,404			1,187,487

TOTAL LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS' EQUITY	$	24,483,243		$	21,550,971
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY							$	17,132,000		$	17,282,000


	For the Three Months Ended June 30,						For the Six Months Ended June 30,						For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2021			2020			2021			2020			2022			2021			2022			2021

Net Sales	$	6,325,241		$	5,745,353		$	13,741,409		$	12,812,854		$	4,418,000		$	5,712,000		$	10,215,000		$	12,311,000

Cost of Sales		5,459,424			5,135,641			11,782,399			10,721,700			3,615,000			4,718,000			8,373,000			10,031,000

Gross profit		865,817			609,712			1,959,010			2,091,154			803,000			994,000			1,842,000			2,280,000

Operating expenses:
General and administrative		1,257,268			1,484,008			2,377,618			2,186,439			998,000			1,048,000			1,835,000			1,897,000
Selling		32,604			26,636			65,357			80,390			34,000			32,000			72,000			65,000
Advertising and marketing		74,620			81,165			181,186			201,994			77,000			75,000			260,000			181,000
Gain on sale of assets		(3,356,794	)		(20,016	)		(3,356,794	)		(45,700	)		-			(3,357,000	)		-			(3,357,000	)

Total operating (income) expenses		(1,992,302	)		1,571,793			(732,633	)		2,423,123			1,109,000			(2,202,000	)		2,167,000			(1,214,000	)

Income (loss) from operations		2,858,119			(962,081	)		2,691,643			(331,969	)
(Loss)/income from operations														(306,000	)		3,196,000			(325,000	)		3,494,000

Other (expense) income:
Interest expense		(181,490	)		(336,925	)		(412,649	)		(778,102	)		(109,000	)		(148,000	)		(205,000	)		(348,000	)
Gain on forgiveness of Payroll Protection Program Funding		0			800,146			0			800,146
Other Expense		(273,823	)		(330,006	)		(331,516	)		(372,340	)
Foreign currency gain		35,882			(30,374	)		9,499			(184,457	)
Other income/(expense)														16,000			(221,000	)		110,000			(227,000	)

Total other income (expense), net		(419,431	)		102,841			(734,666	)		(534,753	)
Total other expense, net														(93,000	)		(369,000	)		(95,000	)		(575,000	)

Income (Loss) from continuing operations before taxes		2,438,688			(859,240	)		1,956,977			(866,722	)
(Loss) /income from continuing operations before taxes														(399,000	)		2,827,000			(420,000	)		2,919,000

Income tax expense		0			0			0			0			-			-			-			-


Income (Loss) from continuing operations		2,438,688			(859,240	)		1,956,977			(866,722	)		(399,000	)		2,827,000			(420,000	)		2,919,000

Loss from discontinued operations, net														-			(343,000	)		-			(816,000	)

Gain (loss) from discontinued operations, net of tax		44,890			(599,956	)		146,252			(1,086,593	)

Net Income (Loss)	$	2,483,578		$	(1,459,196	)	$	2,103,229		$	(1,953,315	)
Net (Loss) / income													$	(399,000	)	$	2,484,000		$	(420,000	)	$	2,103,000

Less: Net income attributable to noncontrolling interest		701,255			68,313			743,069			212,890			-			702,000			-			743,000

Net income (loss) attributable to Yunhong CTI, Ltd	$	1,782,323		$	(1,527,509	)	$	1,360,160		$	(2,166,205	)
Net (loss) / income attributable to Yunhong CTI, Ltd													$	(399,000	)	$	1,782,000		$	(420,000	)	$	1,360,000

Other Comprehensive Income (Loss)
Foreign currency adjustment		48,073			66,327			31,806			(1,297,176	)		-			45,000			-			61,000
Reclassification of foreign currency translation gains to earnings		(92,282	)		0			(92,282	)		0
Comprehensive Income Loss	$	2,439,369		$	(1,461,182	)	$	2,042,753		$	(3,463,381	)
Comprehensive (loss) / income													$	(399,000	)	$	2,439,000		$	(420,000	)	$	2,042,000

Deemed Dividends on preferred stock and amortization of beneficial conversion feature	$	(168,000	)	$	(237,824	)	$	(1,876,876	)	$	(2,618,768	)	$	(202,000	)	$	(168,000	)	$	(404,000	)	$	(1,877,000	)

Net Income (Loss) attributable to Yunhong CTI Ltd Shareholders	$	1,614,323		$	(1,699,066	)	$	(516,716	)	$	(6,082,149	)
Net (Loss) / income attributable to Yunhong CTI Ltd common Shareholders													$	(601,000	)	$	1,614,000		$	(824,000	)	$	(517,000	)

Basic income (loss) per common share
Basic (loss) / income per common share
Continuing operations	$	0.27		$	(0.27	)	$	(0.11	)	$	(0.88	)	$	(0.10	)	$	0.33		$	(0.14	)	$	0.05
Discontinued operations		0.01			(0.14	)		0.02			(0.26	)		-			(0.06	)		-			(0.14	)
Basic income (loss) per common share	$	0.28		$	(0.41	)	$	(0.09	)	$	(1.14	)
Basic (loss) / income per common share													$	(0.10	)	$	0.27		$	(0.14	)	$	(0.09	)

Diluted income (loss) per common share
Diluted (loss) / income per common share
Continuing operations	$	0.12		$	(0.27	)	$	(0.11	)	$	(0.88	)	$	(0.10	)	$	0.33		$	(0.14	)	$	0.05
Discontinued operations		0.00			(0.14	)		0.02			(0.26	)		-			(0.06	)		-			(0.14	)
Diluted income (loss) per common share	$	0.12		$	(0.41	)	$	(0.09	)	$	(1.14	)
Diluted (loss) / income per common share													$	(0.10	)	$	0.27		$	(0.14	)	$	(0.09	)

Weighted average number of shares and equivalent shares of common stock outstanding:
Basic		5,886,750			4,352,292			5,870,894			4,184,521			5,911,750			5,886,750			5,906,225			5,870,894

Diluted		14,286,750			4,352,292			5,870,894			4,184,521			5,911,750			5,886,750			5,906,225			5,870,894


	For the Six Months Ended June 30,						For the Six Months Ended June 30,
	2021			2020			2022			2021

Cash flows from operating activities:
Net income (loss)	$	2,103,229		$	(1,953,315	)
Net (loss) / income from continuing operations							$	(420,000	)	$	2,103,000
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization		317,150			249,551			195,000			239,000
Amortization of deferred gain on sale/leaseback		0			(45,700	)
Amortization of ROU Asset		274,228			400,515
Realized currency translation gain		(92,282	)		0
Gain on forgiveness of PPP Funding		0			(800,146	)
Equity compensation expense								92,000			-
Gain on sale of building		(3,356,794	)		0			-			(3,357,000	)
Provision for losses on accounts receivable		22,217			20,457			-			22,000
Provision for losses on inventories		0			99,169
Impairment of Note Receivable		95,000			350,000
Impairment of note receivable								-			95,000
Change in assets and liabilities:
Accounts receivable		162,152			1,153,616			707,000			162,000
Inventories		(456,751	)		1,681,646			(405,000	)		(457,000	)
Prepaid expenses and other assets		218,867			37,772			333,000			219,000
Change in ROU Liability		(274,228	)		(400,515	)
Trade payables		42,961			(1,832,090	)		(112,000	)		43,000
Accrued liabilities		313,615			10,897			(87,000	)		314,000

Net cash used in operating activities		(630,636	)		(1,028,143	)

Net cash provided by (used in) operating activities								303,000			(617,000	)

Cash flows from investing activities:
Purchases of property, plant and equipment		(45,784	)		(71,867	)		(94,000	)		(46,000	)
Sale of building		3,500,000			0			-			3,500,000

Net cash provided by (used in) investing activities		3,454,216			(71,867	)
Net cash (used in) provided by investing activities								(94,000	)		3,454,000

Cash flows from financing activities:
Repayment of debt and revolving line of credit		(4,791,624	)		(6,657,777	)		(221,000	)		(4,792,000	)
Proceeds from advance from investor		1,500,000			0			-			1,500,000
Proceeds from issuance of Series A preferred stock		0			5,426,600
Cash paid for stock issuance costs		0			(1,024,313	)
Cash paid for deferred financing fees		0			(43,263	)
Proceeds from PPP		0			1,047,700
Proceeds from issuance of long-term debt and revolving line of credit		596,560			904,583			-			597,000

Net cash used in financing activities		(2,695,064	)		(346,470	)		(221,000	)		(2,695,000	)

Cash flows from discontinued operations:
Operating activities								-			473,000
Investing activities								-			-
Financing activities								-			65,000
Net cash provided by (used in) discontinued operations											538,000

Effect of exchange rate changes on cash		(480,838	)		705,050			-			(481,000	)

Net decrease in cash and cash equivalents		(352,322	)		(741,430	)
Net (decrease) / increase in cash and cash equivalents								(12,000	)		199,000

Cash and cash equivalents at beginning of period		624,953			845,098			66,000			66,000

Cash and cash equivalents at end of period	$	272,631		$	103,668		$	54,000		$	265,000



Supplemental disclosure of cash flow information:
Cash payments for interest	$	294,146		$	778,148		$	169,000		$	294,000
Conversion of debt to Series A Preferred	$	0		$	478,000
Accrued Divided and Accretion on preferred stock	$	376,876		$	150,000		$	404,000		$	377,000
Issuance of Placement agent warrants in connection with Series A Preferred offering	$	0		$	919,000
Issuance of Common stock to placement agent	$	0		$	306,000
Issuance of Series C Preferred in exchange from advance from investor	$	1,500,000		$	0		$	-		$	1,500,000
Lease right-of-use assets and lease liability	$	3,915,864		$	0		$	747,000		$	3,916,000
Amortization of beneficial conversion feature and deemed dividend on Series C Preferred stock	$	1,500,000		$	2,500,000		$	-		$	1,500,000
Cash payments for tax	$	0		$	0

Yunhong CTI, Ltd

Three and Six Months Ended June 30, 2020

Accumulated

Accumulated Other
Less

Series A Preferred Stock

Series B Preferred Stock

Series C Preferred Stock

Common Stock

Paid-in
(Deficit)
Comprehensive

Treasury Stock

Noncontrolling

Shares Amount Shares Amount Shares Amount Shares Amount Capital
Earnings

Loss
Shares Amount Interest TOTAL

Balance December 31, 2019
0 $ 0 0 $ 0 0 $ 0 3,879,608 $ 13,898,494 $ 3,587,287 $ (9,992,841 ) $ (5,348,812 ) (43,658 ) $ (160,784 ) $ (856,837 ) $ 1,126,507

Convertible Preferred Stock Issuance - cash
362,660 3,509,933 0 0 0 0 140,000 116,667 0 0 0 0 0 0 3,626,600
Convertible Preferred Stock Issuance - conversion of debt
48,200 478,017 0 0 0 0 0 0 0 0 0 0 0 0 478,017
Warrants issued to placement agent and other issuance costs
- 0 - 0 - 0 0 0 0 0 - 0 0 0
Deemed Dividend on BCF of Series A Preferred Stock
- - - - - - - - - - - - -
Placement agent fees and issuance costs
- (820,160 ) - 0 - 0 - 0 0 0 0 - 0 0 (820,160 )
Beneficial Conversion feature (BCF) on Series A Preferred Stock
- (2,328,473 ) - 0 - 0 - 0 2,328,473 0 0 - 0 0 -
Deemed Dividend on BCF of Series A Preferred Stock
- 2,328,473 - - - - - - (2,328,473 ) - - - - - -
Accrued Deemed Dividend - Series A Preferred Stock
- 52,741 - 0 - 0 - 0 (52,741 ) 0 0 - 0 0 0
Net Loss
- 0 - 0 - 0 - 0 0 (638,696 ) 0 - 0 144,577 (494,119 )
Foreign Currency Translation
- 0 - 0 - 0 - 0 0 0 (1,363,503 ) - 0 0 (1,363,503 )
Balance March 31, 2020
410,860 $ 2,161,607 0 $ 0 0 $ 0 4,219,608 $ 14,321,161 $ 4,287,473 $ (10,631,537 ) $ (6,712,315 ) (43,658 ) $ (160,784 ) $ (712,260 ) 2,553,342

Convertible Preferred Stock Issuance - cash
180,000 1,583,334 0 0 0 0 260,000 216,667 0 0 0 0 0 0 1,800,001
Convertible Preferred Stock Issuance - conversion of debt
- 0 - 0 - 0 - 0 0 0 0 - 0 0 0
Foreign Currency Translation
- 0 - 0 - 0 - 0 0 0 66,327 - 0 0 66,327
Balance June 30, 2020
590,860 $ 3,472,161 0 $ 0 0 $ 0 4,479,608 $ 14,537,828 $ 4,356,100 $ (12,159,046 ) $ (6,645,988 ) (43,658 ) $ (160,784 ) $ (643,947 ) $ 2,756,321

Yunhong CTI, Ltd

Three and Six Months Ended June 30, 2021

Accumulated

Accumulated Other
Less

Series A Preferred Stock

Series B Preferred Stock

Series C Preferred Stock

Common Stock

Paid-in
(Deficit) Comprehensive
Treasury Stock

Noncontrolling

Shares

Amount

Shares

Amount

Shares

Amount

Shares

Amount

Capital

Earnings

Loss

Shares

Amount

Interest

TOTAL

Balance December 31, 2020
500,000 $ 2,754,583 0 $ 0 0 $ 0 5,827,304 $ 14,537,828 $ 5,041,511 $ (14,382,327 ) $ (5,885,112 ) (43,658 ) $ (160,784 ) $ (718,212 ) $ 1,187,487

Series C Convertible Stock Issuance
- - - 170,000 1,500,000 - - - - - - - - 1,500,000
Series B Convertible Stock Modification
- - 170,000 1,612,707 - - - - - - - - - - 1,612,707
Common stock issued for warrants exercised - cashless
- - - - - - 103,104 - - - - - - - -
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
- - - - - - - - (33,611 ) - - - - - (33,611 )
Accrued Deemed Dividend - Series C Preferred Stock
- - - - - 28,333 - - (28,333 ) - - - - - -
Accretion of Series B Preferred Stock
- - - - - - - - (46,932 ) - - - - - (46,932 )
Net Loss
- - - - - - - - - (422,163 ) - - - 41,814 (380,349 )
Foreign Currency Translation
- - - - - - - - - - (16,267 ) - - - (16,267 )
Balance March 31, 2021
500,000 $ 2,854,583 170,000 $ 1,612,707 170,000 $ 1,528,333 5,930,408 $ 14,537,828 $ 4,832,635 $ (14,804,490 ) $ (5,901,379 ) (43,658 ) $ (160,784 ) $ (676,398 ) 3,823,035

Common stock issued - cashless
- - - - - - - - - - - - - -
Placement agent fees and issuance costs
- - - - - - - - - - - - - - -
Beneficial Conversion feature (BCF) on Series A Preferred Stock
- - - - - - - - - - - - - - -
Deemed Dividend on BCF of Series A Preferred Stock
- - - - - - - - - - - - - - -
BCF on Series C Preferred Stock
- - - - - - - - - - - - - - -
Deemed Dividend on BCF of Series C Preferred Stock
- - - - - - - - - - - - - - -
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
- - - - - 34,000 - - (34,000 ) - - - - - -
Accretion of Series B Preferred Stock
- 0 - - - - - - - - - - - - -
Net Loss
- - - - - - - - - 1,782,323 - - - 701,255 2,483,578
Foreign Currency Translation
- 0 - 0 - 0 - 0 0 0 (44,209 ) - 0 0 (44,209 )
Balance June 30, 2021
500,000 $ 2,954,583 170,000 $ 1,646,707 170,000 $ 1,562,333 5,930,408 $ 14,537,828 $ 4,664,635 $ (13,022,167 ) $ (5,945,588 ) (43,658 ) $ (160,784 ) $ 24,857 $ 6,262,404

The accompanying condensed (a) consolidated balance sheet as of June 30, ~~2021~~ 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-Q10-Q and Article 8 of Regulation S-X.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 June 30, ~~2021~~ 2022 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, ~~2021.~~ 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~~Company’s annual report on Form 10-K10-K for the fiscal year ended December 31, ~~2020.~~2021, filed on April 15, 2022, which can be found on the Company’s website (www.ctiindustries.com) or www.sec.gov.

Yunhong CTI Ltd ~~its Mexican subsidiary (Flexo Universal, S. de R.L. de C.V.), its German subsidiary (CTI Europe GmbH)~~ and ~~its subsidiary~~ CTI Supply, Inc. (collectively, the “Company”) (i) design, manufacture and distribute metalized ~~and latex~~ balloon products throughout the world, (ii) distribute purchased latex balloons products, and ~~(ii)~~(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 ~~this entity~~these entities are classified as discontinued operations in these financial statements. ~~The entity has been fully disposed of in the~~ ~~second~~ ~~quarter of~~ ~~2021.~~

The condensed consolidated financial statements include the accounts of Yunhong CTI Ltd., and CTI Supply, Inc. ~~and its majority owned subsidiaries, Flexo Universal and CTI Europe, as well as the accounts of Venture Leasing S. A. de R. L.~~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.

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.

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.

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.

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 June 30, ~~2021~~ 2022 and ~~2020,~~2021, shares to be issued upon the exercise of options and warrants aggregated ~~nil~~128,000 and ~~792,660,~~NaN, respectively. As of June 30, ~~2021,~~ 2022, shares to be issued upon the conversion of Series A, Series B, Series C, and Series CD Preferred Stock ~~was 5,000,000,~~ ~~1,700,000~~, ~~and 1,700,000, respectively.~~is summarized in Note 5. For the ~~three~~six months ended June 30, ~~2021,~~ ~~the dilutive effect of 8,400,000 shares was included in the determination of earnings on a diluted basis. For the~~ ~~six~~ ~~months ended~~ ~~June 30, 2021,~~ 2022, no assumed conversions were included in the determination of earnings on a diluted basis, as doing so would have been anti-dilutive.

The Company’s significant accounting policies are summarized in Note 2 of the Company’s consolidated financial statements for the year ended December 31, ~~2020.~~ 2021. There were no significant changes to these accounting policies during the three and six months ended June 30, ~~2021.~~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.

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 $202,000 and $255,000 as of June 30, 2022 and December 31, 2021, respectively. The Company recorded a loss from discontinued operations, net of taxes, of $343,000 and $816,000 for the three and six month periods ended June 30, 2021 and NaN for the three and six month periods ended June 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 ~~were~~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 is expected to be completed in the next three months. The Company divested its CTI Balloons (United Kingdom) subsidiary in the fourth quarter ~~2019~~ ~~and divested its CTI Europe subsidiary in the~~ ~~second~~ ~~quarter of~~ ~~2021.~~2019.

In ~~October 2019,~~ ~~we determined that we would~~ ~~not~~ ~~renew our Trademark License Agreement with SC Johnson when it expired on~~ ~~December 31, 2019.~~ Under this Agreement, we were licensed to manufacture and sell a line of vacuum sealing machines and pouches under the Ziploc® Brand Vacuum Sealer System. The terms of the Agreement included a run-off provision which allowed us to sell products under the Ziploc® trademark for 90 days after the end of the Agreement. Our exit of the Ziploc® product line is considered a strategic shift and had a major effect on our operations and financial results. Therefore, this product line has been presented as discontinued operations.

CTI Europe recorded a gain from discontinued operations, net of taxes of ~~$45,000~~$45,000 and ~~$146,000~~$146,000 for the three and six month periods ended June 30, 2021, ~~respectively. The net gains, net of taxes, were $92,000~~ and ~~$241,000 for~~NaN during the three and six month periods ended June 30, ~~2020,~~ ~~respectively.~~

~~Our Ziploc product line recorded a loss from discontinued operations, net~~2022, respectively, which is included in the above. As of ~~taxes of~~ ~~nil~~ ~~for the~~ ~~three~~ ~~and~~ ~~six~~ ~~months ended~~ June 30, ~~2021.~~ ~~The loss, net of taxes, was ($746,000)~~2022 and ~~($1,550,000) for the~~ ~~three~~ ~~and~~ ~~six~~ ~~month periods ended~~ ~~June 30, 2020,~~ ~~respectively.~~December 31, 2021, there were no assets or liabilities related to discontinued operations.

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 ~~three~~six months ended:

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 June 30, ~~2021~~ 2022 of ~~over $13~~approximately $23 million. The accompanying financial statements for the three and six months ended June 30, ~~2021~~ 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. ~~The~~If the Company ~~will~~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-~~19COVID-19 pandemic, ~~has~~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, ~~in light of the effect of such pandemic on financial markets,~~ these impacts may include reduced access to capital. The ability of the Company to continue as a going concern ismay 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 ~~with PNC~~in place at the time (see Note 4)4). ~~As of~~ ~~March 2019,~~ ~~October 2019~~ ~~and~~ ~~January 2020,~~ ~~we entered into forbearance agreements with PNC.~~ We ~~encountered subsequent~~endured compliance failures with covenants ~~during~~ ~~2020~~ ~~and~~until September 2021 when we ~~were out of~~refinanced our credit facility. We believe we have been in compliance with ~~the terms of~~ our new credit facility ~~as amended, as~~since that time. As of June 30, 2022 we have drawn approximately $4.8 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 June 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,~~$3,500,000, consisting of ~~$2,000,000~~$2,000,000 in cash and a promissory note with a principal amount of ~~$1,500,000,~~$1,500,000, due and payable on May 3, 2021 (~~the~~(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 ~~years.~~. The annual base rent commences at ~~$500,000~~$500,000 for the first year of the term and escalates annually to ~~$652,386~~$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 ~~“Lender”~~“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~~$2,000,000 term loan owed to ~~the~~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 ~~the~~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 ~~agreed~~agrees to pay the Former Lender a Forbearance Fee of ~~$1,000,000.~~$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,~~$250,000, to ~~$750,000,~~$750,000, and (ii) if the Company ~~causes~~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,~~$500,000, to ~~$250,000.~~ $250,000. Both of these commitments were accomplished during 2021, making the final Forbearance Fee $250,000.

~~During~~ ~~December 2017,~~ ~~we terminated~~On September 30, 2021 (the “Closing Date”), the Company entered into a ~~prior credit arrangement~~loan and ~~entered in new financing agreements (as amended to date, the “PNC Agreements”~~security agreement (the “Agreement”) with ~~PNC Bank, National Association (“PNC”~~Line Financial (the “Lender”)~~. The PNC Agreements, included~~, which provides for a ~~$6 million term loan and~~senior secured financing consisting of a ~~$9 million~~ revolving credit facility ~~with a termination date~~(the “Revolving Credit Facility) in an aggregate principal amount of ~~December 2021.~~

~~Available credit under~~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~~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 (4.75% as of July 12, 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.

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 ~~determined by eligible~~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 June 30, 2022 and December 31, 2021, respectively. As of June 30, 2022 we have drawn approximately $4.8 million of the maximum $6.0 million revolving line of credit, which is available subject to the value of receivables and inventory ~~at CTI Industries (U.S.)~~that support the line.

The Senior Facilities contain certain affirmative and ~~Flexo Universal (Mexico).~~

~~Certain terms~~negative covenants that limit the ability of the ~~PNC Agreements include:~~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.

~~The PNC Agreements provides for interest at varying rates in excess~~June 30, 2022 and December 31, 2021, respectively, the term loan balance amounted to $0.5 million and $0.6 million, which consisted of the ~~prime rate, depending on the level~~principal and interest payable balance of ~~senior debt to EBITDA over time.~~

~~Failure to comply with these covenants has caused us to pay a higher rate~~approximately $0.6 million and $0.7 million, respectively, and deferred financing costs of ~~interest (increased by 4% pursuant to the PNC Agreements), and other potential penalties~~ ~~may~~ ~~impact the availability~~$0.1 million for each period. The balance of the ~~credit facility itself,~~Revolving Line of Credit as of June 30, 2022 and ~~thus might negatively impact our ability~~December 31, 2021 amounted to ~~remain a going concern. As described above in this Note as well as in Note~~ 3, ~~we remain out of compliance with the terms of this facility.~~$4,782,000 and $5,003,000, respectively.

As of January 1, 2019, the Company had a note payable to John H. Schwan, Director and former Chairman of the Board, for ~~$1.6~~$1.6 million, including accrued interest. This loan accrues interest, ~~at 6%,~~ is due ~~on demand,~~December 31, 2023, and is subordinate to the ~~PNC Agreements.~~Senior Facilities. During January 2019, Mr. Schwan converted ~~$600,000~~$600,000 of the note into approximately 181,000 shares of our common stock at the then market rate of ~~$3.32~~$3.32 per share. As a result of the conversion, the loan balance decreased to ~~$997,019 and Company and Mr. Schwan agreed to increase the interest rate to 6%.~~

$1 million. The loan and interest payable to Mr. Schwan amounted to ~~$1,157,906 and $1,123,769~~approximately $1.2 million as of June 30, ~~2021~~ 2022 and December 31, ~~2020,~~ 2021, respectively.

~~NaN~~ No payments were made to Mr. Schwan ~~since~~ ~~2019.~~during 2022 or 2021. Interest expense related to this loan amounted to ~~$17,000~~$18,000 and ~~$16,000~~$36,000 for the three and six months ended June 30, 2022, respectively and $17,000 and $34,000 during the three and six months ended June 30, 2021, ~~and~~ ~~2020,~~ ~~respectively, and $34,000 and $32,000 for the~~ ~~six~~ ~~months ended~~ respectively.

As of June 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 ~~2020,~~ ~~respectively.~~

~~During~~ ~~2020,~~ ~~Flexo replaced a $260,000~~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, ~~with~~ ~~three~~ ~~lines of credit totaling $260,000. Flexo’s total debt instruments as of~~ ~~June 30, 2021~~ ~~amounted to $2.3 million.~~ and the maturity date for this loan is March 2024.

On January 3, 2020, the Company entered into a stock purchase agreement (as amended on February 24, 2020 and April 13, 2020 (~~the~~(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 500,000 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 ~~$10.00~~$10.00 per share, for aggregate gross proceeds of ~~$5,000,000~~$5,000,000 (the “LF International Offering”). As permitted by the Purchase Agreement, the Company may, in its discretion issue up to an additional 200,000 shares of Series A Preferred for a purchase price of ~~$10.00~~$10.00 per share (the “Additional Shares Offering,” and collectively with the LF International Offering, the “Offering”). Approximately $1$1 million of Series A Preferred has been sold, ~~as of~~ ~~June 30, 2021,~~ including to an investor which converted an account receivable of ~~$478,000~~$478,000 owed to the investor by the Company in exchange for 48,200 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 400,000 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 ~~are~~were Mr. Yubao Li, ~~our Chairman,~~ 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~~$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%8% of the stated value ($10 per share). Such dividends may be paid in cash or in shares of common stock at the Company’s discretion. In the three and six months ~~ending~~ ended June 30, ~~2021~~ ~~and~~ ~~2020~~2022, the Company accrued ~~$100,000~~$100,000 and $200,000 of these ~~dividends. In the~~ ~~six~~ ~~months ending~~ ~~June 30, 2021~~ ~~and~~ ~~2020~~ ~~the Company accrued $200,000 and $152,741, respectively, of these dividends.~~ dividends in each period, respectively.

In November 2020, we issued 170,000 shares of Series B Preferred for an aggregate purchase price of ~~$1,500,000.~~$1,500,000. The Series B Preferred have an initial stated value of ~~$10.00~~$10.00 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.~~$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~~$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 June 30, 2022 or December 31, 2021. As a result, the carrying value as of June 30, 2022 and December 31, 2021 amounted to ~~$1,646,707 which~~$1,783,000 and $1,715,000, respectively. The June 30, 2022 balance consists of ~~$1,500,000~~$1,500,000 original carrying value, ~~$81,206~~$236,000 accrued dividends and ~~$65,500 accretion ($46,932 which occurred in~~ ~~2021~~).

In January 2021 we entered into an agreement with a related party, LF International Pte. Ltd. which is controlled by ~~the~~Company director and Chairman, ~~of the Board of Directors~~ Mr. Yubao Li, to purchase shares of Series C Preferred stock. We issued 170,000 shares of Series C Preferred for an aggregate purchase price of ~~$1,500,000.~~$1,500,000. The Series C Preferred have an initial stated value of ~~$10.00~~$10.00 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.~~$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 June 30, 2022 and December 31, 2021 amounted to $1,698,000 and $1,630,000, respectively. The June 30, 2022 balance consists of $1,500,000 original carrying value and $198,000 accrued dividends.

In June 2021, the Company received ~~$1.5~~$1.5 million from an unrelated third party as an advance on a proposed sale of Series D Redeemable Convertible Preferred Stock. As of ~~June~~ ~~30,2021,~~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 ~~June~~September 30, 2021, the ~~$1.5~~$1.5 million advance iswas classified as Advance from Investor within liabilities on the ~~accompanying~~ balance ~~sheet.~~

~~In connection with~~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 ~~A Offering,~~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 ~~2020~~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 ~~issued 792,660~~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 ($10 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 ~~792,660 shares of~~ the Company’s common stock ~~for $1~~were issued with respect to this transaction. These warrants are exercisable until December 1, 2024, at the lower of $1.75 per ~~share. During~~ ~~2020,~~ ~~597,500 warrants were exercised in cash-less exchange for 391,308 shares~~share or 85% of the variable price based on the ten day volume weighted average price (“VWAP”) of the Company’s common stock. In ~~January~~ ~~and~~ ~~February 2021,~~ ~~the remaining 195,160~~The value of these warrants ~~were exercised in a cash-less exchange for 103,104 shares of the Company’s common stock.~~

The Company has applied the Black-Scholes model to value stock-based awards. That model incorporates various assumptions in the valuation of stock-based awards relating to the risk-free rate of interestwas determined to be ~~applied, the estimated dividend yield~~$230,000 and ~~expected volatility~~recorded as an allocation of ~~the Company’s Common Stock.~~paid in capital associated with this transaction. The ~~risk-free rate~~carrying value as of ~~interest is the U.S. Treasury yield curve for periods within the expected term~~June 30, 2022 and December 31, 2021 amounted to $1,580,000 and $1,512,000, respectively. The June 30, 2022 balance consists of ~~the option at the time~~$1,500,000 original carrying value and $80,000 accrued dividends.

Schedule of ~~grant. The expected volatility is based on historical volatility of the Company’s Common Stock.~~Preferred Stock

~~The valuation assumptions we have applied to determine the value of warrants granted in~~ ~~2020~~ ~~were as follows:~~

~~Historical stock price volatility: The Company used the weekly closing price to calculate historical annual volatility.~~

~~Risk-free interest rate: The Company bases the risk-free interest rate on the rate payable on US treasury securities with a similar maturity in effect at the time of the grant, which was a range from~~ ~~.42%~~ ~~- 1.65%.~~

~~Expected life: The expected life of the warrants represents the period of time warrants were expected to be outstanding. The Company used an expected life of 5 years.~~

~~Dividend yield: The estimate for dividend yield is 0%, as the Company did~~ ~~not~~ ~~issue dividends during~~ ~~2020~~ or ~~2019~~ ~~and does~~ ~~not~~ ~~expect to do so in the foreseeable future.~~

~~Estimated forfeitures: When estimating forfeitures, the Company considers historical terminations as well as anticipated retirements.~~

~~Note~~ 6 ~~- Legal Proceedings~~As of June 30, 2022 and December 31, 2021 the Company reserved the following shares of its common stock for the exercise of warrants, and preferred stock:

Schedule of Reserved Shares of Common Stock for Exercise of Warrants and Preferred Stock

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 250,000 shares. 25,000 shares vested immediately, while the remaining 225,000 are subject to performance conditions as further detailed in the share grant. Specifically, the restrictions on the remaining 225,000 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 56,250 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 56,250 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 56,250 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 56,250 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.

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.

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.

In ~~July, 2017,~~ God’s Little Gift, Inc. (d\b\a) Helium and Balloons Across America and Gary Page (“Claimants”) filed an action against the Company based on disputed compensation amounts over several years. This action was resolved by mutual agreement between the parties during ~~January 2019.~~ ~~Mr. Page received 20,000 shares of CTI common stock, $5,000 in cash, and a minimum payout in his monthly royalty calculation of $7,667 beginning~~ ~~March 1, 2019~~ ~~and ending~~ ~~August 1, 2021.~~ ~~The balance remaining as of~~ ~~June 30, 2021~~ ~~and~~ ~~December 31, 2020~~ ~~amounted to $15,324 and $53,659, respectively.~~

~~FedEx Trade Networks Transport and Brokerage Inc. v. CTI Industries Corp., Case~~ ~~No.~~20 L ~~46,~~ ~~was filed on~~ ~~January 27, 2020~~ ~~in the Circuit Court of the~~ ~~19th~~ ~~Judicial Circuit, Lake County, Illinois. The complaint for breach of contract sought $163,964.75 in damages, plus interest and court costs. On~~ ~~October 15, 2020,~~ ~~the case was dismissed with leave to reinstate pursuant to settlement. The settlement calls for the payment of $100,400.00 in monthly installments of $10,000 per month for a period of~~ ~~ten~~ ~~(10) months and with the last payment being in the amount of $10,400. The~~ ~~first~~ ~~payment came due and was made on~~ ~~October 30, 2020,~~ ~~and payments have been made monthly. The balance remaining as of~~ ~~June 30, 2021~~ ~~and~~ ~~December 31, 2020~~ ~~amounted to $10,400 and $70,400, respectively.~~

~~Airgas USA, LLC v. CTI Industries Corp., Case~~ ~~No.~~01-20-~~0014~~-~~7852~~ ~~was filed with the American Arbitration Association on or about~~ ~~September 8, 2020.~~ The claim seeks $212,000, plus interest, attorneys’ fees and costs for breach of contract. Claimant agreed to give CTI an extension to respond to the claim so the parties could attempt to resolve. On ~~February 10, 2021,~~ ~~Airgas accepted CTI’s offer to pay $125,000 over 10 months. Airgas agreed to the settlement in~~ ~~March~~ of ~~2021.~~ ~~The balance as of~~ ~~June 30, 2021~~ ~~and~~ ~~December 31, 2020~~ ~~amounted to $100,000 and 125,000, respectively.~~

On ~~October 19, 2020,~~ Jules and Associates, Inc. sent CTI a demand letter related to the lease of certain equipment. The letter demanded $65,847 for alleged past due amounts under the lease as well as a return of the equipment. Discussions regarding the return of the equipment are ongoing and no ~~lawsuit has been filed. On~~ ~~April 5, 2020,~~ Jules and Associates, Inc. filed and served on CTI a demand for arbitration with JAMS related to the lease of certain equipment. The demand requests $98,245 for alleged past due amounts, plus amounts that Jules alleges continue to accrue under the lease, attorneys’ fees and costs, as well as a return of the equipment or its fair market value. CTI has settled this matter with Jules for $90,000 to be paid in installments as follows: $15,000 upon execution of a settlement agreement, $25,000 on ~~October 15, 2021;~~ ~~$25,000 on~~ ~~November 15, 2021;~~ ~~and $25,000 on~~ ~~December 15, 2021.~~ Additionally, as part of the settlement, CTI is entitled to keep the equipment and Jules will execute a bill of sale to CTI for the equipment upon receipt of the settlement amount. CTI is waiting for Jules to send a draft settlement agreement on those terms.

Benchmark Investments, Inc. v. Yunhong CTI ~~Ltd~~Ltd., Case No. 1:21-cv-02279, was filed a case in the United States District Court for the Southern District of New York on March 16, 2021 and served on ~~CTI~~the Company on March 31, 2021. The ~~complaint seeks damages in excess of $500,000. CTI~~Company has filed ~~our~~its Answer and Counterclaim to the complaint. Pursuant to an agreement between the parties during June 2022, the matter has been concluded.

On ~~July 16, 2021,~~ ~~Transportation Solutions Group~~During February 2022, Engie Resources LLC ~~d/b/a Redwood Multimodal~~ filed a ~~Complaint~~claim against ~~CTI~~the Company, seeking payment of $94,000 related to utilities provided during 2019. During March 2022, the parties agreed to settle all claims for ~~breach~~a series of ~~contract or in~~payments to be made by the ~~alternative quantum alleging damages for unpaid invoices in the~~Company during 2022 totaling $75,000. Of this amount, $30,000 remained to be paid as of ~~$98,661, plus attorneys’ fees and costs. The case is pending in the Circuit Court of Cook County, Illinois, Law Division under Case Number~~ ~~2021~~ L ~~7225.~~ ~~CTI was served on~~ ~~July 30~~ ~~and its deadline to appear and answer or otherwise plead is~~ ~~August 30, 2021.~~ ~~The Company has reached out to Plaintiff to attempt to resolve this matter.~~

~~In the~~ ~~three~~ ~~months ended~~ June 30, ~~2021~~ ~~and~~ ~~2020,~~ ~~the Company incurred other comprehensive income~~2022.

Schedule of ~~approximately $48,073 and $66,327, respectively, from foreign currency translation adjustments. In the~~ ~~six~~ ~~months ended~~ ~~June 30, 2021~~ ~~and~~ ~~2020,~~ the Company incurred other comprehensive income (loss) of approximately $31,806 and $(1,297,176), respectively, from foreign currency translation adjustments. The main contributing factor for the large other comprehensive loss in the ~~six~~ ~~months ended~~ ~~June 30, 2020~~ ~~was the sudden~~ ~~25%~~ ~~decline in the valuation of the Mexican peso related to the COVID-~~19 ~~pandemic and the resulting large-scale, rapid impacts to the world economy.~~ Inventories

~~The Company has determined that it operates primarily in~~ ~~one~~ business segment that designs, manufactures, and distributes film and film related products for use in packaging, storage, and novelty balloon products. The Company operates in foreign and domestic regions. Information about the Company's continuing operations by geographic area is as follows:

Concentration of credit risk with respect to trade accounts receivable is generally limited due to the large number of entities comprising the ~~Company's~~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~~management’s expectations. During the three and six months ended June 30, ~~2021~~ 2022 and ~~2020,~~2021, there were two customers ~~customers~~ whose purchases represented more than 10% of the Company’s consolidated net sales. Sales to these customers for the three and six months ended June 30, ~~2021~~ 2022 and ~~2020~~2021 are as follows:

As of June 30, ~~2021,~~ 2022, the total amounts owed to the Company by these customers were approximately ~~$2,202,000~~$2,008,000 or ~~42%~~73% of the Company’s consolidated net accounts receivable. The amounts owed at June 30, ~~2020~~ 2021 by these customers were approximately ~~$4,012,000~~$2,202,000 or ~~56%~~64% of the Company’s consolidated net accounts receivable.

John H. Schwan, who resigned as Chairman of the Board on June 1, 2020,~~is the brother of Gary Schwan,~~ ~~one~~ ~~of the owners of Schwan Incorporated, which provides building maintenance services to the Company. The Company made payments to Schwan Incorporated of approximately $31,000 and $2,700 during the~~ ~~six~~ ~~months ended~~ ~~June 30, 2021~~ ~~and~~ ~~2020,~~ ~~respectively. As of~~ ~~June 30, 2021~~ ~~the payable balance amounted to~~ ~~nil.~~ ~~Jana M. Schwan, Chief Operating Officer of the Company, is the daughter of John H. Schwan.~~

~~During the period from~~ ~~January 2003~~ ~~to the present, John H. Schwan~~ has made loans to the Company which had outstanding balances of ~~$1,157,908 and $1,123,769~~approximately $1.2 million as of June 30, ~~2021~~ 2022 and December 31, ~~2020,~~ 2021, respectively. NaN payments were made to Mr. Schwan since 2019. Interest expense related to this loan amounted to ~~$17,000~~$18,000 and ~~$16,000~~$36,000 for the three and six months ended June 30, 2022, and $17,000 and $34,000 for the three and six months ended June 30, 2021, ~~and~~ ~~2020,~~ ~~respectively and $34,000 and $32,000 for~~respectively. Mr. Schwan is the ~~six~~ ~~months ended~~ ~~June 30, 2021~~ ~~and~~ ~~2020,~~ ~~respectively.~~father of Jana Schwan, the Company’s Chief Operating Officer.

~~Items identified as Notes Payable Affiliates in the Company's Consolidated Balance Sheet as of~~ ~~June 30, 2021~~ ~~and~~ ~~December 31, 2020~~ ~~include loans by shareholders to Flexo Universal totaling~~ ~~nil~~ ~~and $9,000, respectively.~~

On ~~July 1, 2019,~~ ~~the Company deconsolidated Clever, and as result the Company recorded a note receivable of $1.3 million. One of owners of Clever is John Schwan from above. In~~ ~~2020,~~ ~~the Company had reserved $1,277,000 of this receivable. In the~~ ~~three~~ ~~months ended~~ ~~June 30, 2021,~~ ~~the Company has fully reserved this receivable completely. The balance as of~~ ~~December 31, 2020~~ ~~and~~ ~~June 30, 2021~~ ~~amounted to $100,000 and~~ ~~nil~~ ~~respectively.~~

In ~~January 2021~~ we entered into an agreement with a related party, LF International Pte. Ltd. which is controlled by the Chairman of the Board of Directors Mr. Yubao Li, to purchase shares of Series C Preferred stock. We issued 170,000 shares of Series C Preferred for an aggregate purchase price of $1,500,000. Additional details regarding the transaction are discussed in Note 5.

~~The Company accounts for derivative instruments in accordance with U.S. GAAP, which requires that all derivative instruments be recognized on the balance sheet at fair value. We~~ ~~may~~ enter into interest rate swaps to fix the interest rate on a portion of our variable interest rate debt to reduce the potential volatility in our interest expense that would otherwise result from changes in market interest rates. Our derivative instruments are recorded at fair value and are included in accrued liabilities of our consolidated balance sheet. Our accounting policies for these instruments are based on whether they meet our criteria for designation as hedging transactions, which include the instrument’s effectiveness, risk reduction and, in most cases, a ~~one~~~~-to-~~~~one~~ ~~matching of the derivative instrument to our underlying transaction. As of~~ ~~June 30, 2021,~~ ~~we had~~ no ~~such instrument.~~

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~~ (with no extension options). The monthly lease payments ~~are $38,000.~~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. As a result of this new lease, in~~ ~~March 2021,~~ ~~the~~$34,000. The Company ~~recorded a right of use asset of $567,950 and a related operating lease liability and used~~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 ~~discussed in Note~~ 3, in ~~April 2021,~~ of June 30, 2022, the ~~Company sold its Lake Barrington Facility for $3.5 million~~ROU liability (current) was $500,000 and ~~entered into a lease agreement pursuant to which the Company agreed to lease the Lake Barrington Facility from the Purchaser for a period of~~ (noncurrent) $~~ten~~3,628,000 ~~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 fair value for this property was $3.81 million, the Company recognized a gain of $3,356,794 on the sale and established a prepaid rent of $310,000 for the difference between fair value and transaction price. As a result of this transaction, in ~~April 2021,~~ ~~the Company recorded an operating lease liability of $3,037,914 and a corresponding right of use asset and used the incremental borrowing rate of 13.25%.~~

On ~~July 30, 2021,~~ Yunhong CTI Ltd. (the “Company”) entered into an agreement (the “Agreement”) whereby it agreed to the redemption of all of its equity interests in Flexo Universal S DE RL DE CV, a Mexican corporation (“Flexo”), ~~in a transaction whereby Kingman Distributions, S.A. DE C.V, a Mexican corporation (the “Buyer”), will become the majority owner of Flexo (the “Transaction”).~~

In connection with the Transaction, Flexo will purchase and redeem all of the Company’s equity interests in Flexo in return for a purchase price of Five Hundred Thousand Dollars ($500,000), of which One Hundred Thousand Dollars ($100,000) is to be paid at the closing of the Transaction, and the ~~remainder is to be paid in installments over~~ ~~twelve~~ ~~months following the closing date (the “Installment Obligations”)~~ROU asset was $4,319,000. The Installment Obligations are to be secured by a pledge of the assets of Flexo, as well as by guaranties provided by the Buyer and Pablo Gortazar, an individual with an ownership interest in Flexo, pursuant to a Guaranty and Security Agreement to be entered into among the Company, the Buyer, Flexo and Mr. Gortazar at the closing.

The closing is conditioned on, among other things, (i) the Company being released from all obligations in connection with its guaranty of the real property lease for Flexo’s operating location in Guadalajara, Mexico, and (ii) the Company repaying its obligations in full to PNC Bank, National Association pursuant to the terms of the Revolving Credit, Term Loan and Security Agreement, dated as of ~~December 14, 2017,~~ ~~as amended between the Company and the bank. The Transaction will close when all of the closing conditions set forth in in the Agreement have been satisfied.~~

Item 2. ~~Management's~~Management’s Discussion and Analysis of Financial Condition and Results of Operations

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, ~~2020~~2021 under the heading “Risk Factors.”

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 ~~all of~~ our latex balloons and latex products at ~~our~~a majority-owned facility in Guadalajara, ~~Mexico.~~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, particularly 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, Mexico, and Latin America. We also market and sell Candy Blossoms and party goods.~~

On July 30, 2021, Yunhong CTI Ltd. (the “Company”) entered into an agreement (the “Agreement”) whereby it agreed to the redemption of all of its equity interests in Flexo Universal S DE RL DE CV, a Mexican corporation (“Flexo”), in a transaction whereby Kingman Distributions, S.A. DE C.V, a Mexican corporation (the “Buyer”), will become the majority owner of Flexo (the “Transaction”).

In connection with the Transaction, Flexo will purchase and redeem all of the Company’s equity interests in Flexo in return for a purchase price of Five Hundred Thousand Dollars ($500,000), of which One Hundred Thousand Dollars ($100,000) is to be paid at the closing of the Transaction, and the remainder is to be paid in installments over twelve months following the closing date (the “Installment Obligations”). The Installment Obligations are to be secured by a pledge of the assets of Flexo, as well as by guaranties provided by the Buyer and Pablo Gortazar, an individual with an ownership interest in Flexo, pursuant to a Guaranty and Security Agreement to be entered into among the Company, the Buyer, Flexo and Mr. Gortazar at the closing.

The closing is conditioned on, among other things, (i) the Company being released from all obligations in connection with its guaranty of the real property lease for Flexo’s operating location in Guadalajara, Mexico, and (ii) the Company repaying its obligations in full to PNC Bank, National Association pursuant to the terms of the Revolving Credit, Term Loan and Security Agreement, dated as of December 14, 2017, as amended between the Company and the bank. The Transaction will close when all of the closing conditions set forth in in the Agreement have been satisfied.

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 divested its CTI Europe (Germany) subsidiary in the second quarter 2021.

~~Net Sales. For the three month periods ended June 30, 2021 and 2020, net sales were $6,325,000 and $5,745,000, respectively.~~

~~For the three-month period ended June 30, 2021 and 2020, net sales by product category were as follows:~~

~~For the six month periods ended June 30, 2021 and 2020, net sales were $13,741,000 and $12,813,000, respectively.~~

~~For the six month period ended June 30, 2021 and 2020, net sales by product category were as follows:~~

~~Foil Balloons~~. Revenues from the sale of foil balloons increased during the three months period from $3,372,000 ending June 30, 2020 compared to $4,573,000 during the three month period of 2021. Revenues from the sale of foil balloons increased during the six month period from $7,864,000 ending June 30, 2020 compared to $9,610,000 during the six month period of 2021. Due to COVID-19 related issues, graduation season did not occur as it normally does during 2020. This is the third strongest event in our annual sales period.

~~Latex Balloons.~~ Revenues from the sale of latex balloons were $609,000 and $1,306,000 during the three and six month periods ended June 30, 2021, compared to $1,115,000 and $2,698,000 during the same periods of 2020. Latex balloons encountered a COVID-19 constraint, as production activities were severely limited by the Mexican government.

~~Films. Revenues from the sale of commercial films were $505,000 and $950,000 during the three and six month periods ended June 30, 2021, compared to $371,000 and $586,000 during the same periods of 2020.~~

~~Other Revenues~~. Revenues from the sale of other products were $638,000 and $1,879,000 during the three and six month periods ended June 30, 2021, compared to $887,000 and $1,665,000 during the same periods of 2020. The revenues from the sale of other products during the first six months of 2021 and 2020 include (i) sales of a line of “Candy Blossoms” and similar products consisting of candy and small inflated balloons sold in small containers and (ii) 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 June 30, 2021 and 2020.

During the three and six months ended June 30, 2021 and 2020, 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 six months ended June 30, 2021 and 2020 are as follows:

As of June 30, 2021, the total amounts owed to the Company by these customers were approximately $2,202,000 or 42% of the Company’s consolidated net accounts receivable. The amounts owed at June 30, 2020 by these customers were approximately $4,012,000 or 56% of the Company’s consolidated net accounts receivable.

~~Cost of Sales~~. During the three and six month period ended June 30, 2021, the cost of sales was $5,459,000 and $11,782,000, compared to $5,136,000 and $10,722,000 respectively for the same period of 2020 due to higher sales volume.

~~General and Administrative~~. During the three and six month period ended June 30, 2021, general and administrative expenses were $1,257,000 and $2,378,000 compared to $1,484,000 and $2,186,000 respectively for the same period in 2020.

~~Selling, Advertising and Marketing~~. During the three and six month period ended June 30, 2021, selling, advertising and marketing expenses were $107,000 and $247,000 as compared to $108,000 and $282,000 respectively for the same period in 2020.

~~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 six month period ended June 30, 2021, the Company incurred interest expense of $181,000 and $413,000 compared to interest expense of $337,000 and $778,000 respectively during the same period of 2020. Interest expense decreased due to the reduction of the Company's senior debt facility.

For the three and six month period ended June 30, 2021, the Company had a foreign currency transaction gain of $36,000 and $9,000 as compared to a loss of $30,000 and $184,000 respectively during the same period of 2020.

~~Operating Activities. During the six months ended June 30, 2021, net cash used in operations was $631,000, compared to net cash used by operations during the six months ended June 30, 2020 of $1,028,000.~~

~~Significant changes in working capital items during the three months ended June 30, 2021 included:~~

~~Investing Activity~~. During the six months ended June 30, 2021, cash provided by investing activity was $3,454,000, compared to cash used in investing activity for the same period of 2020 in the amount of $72,000. 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 six months ended June 30, 2021, cash used in financing activities was $2,695,000 compared to cash used in financing activities for the same period of 2020 in the amount of $346,000. Financing activity consisted principally of changes in the balances of revolving and long-term debt.

~~At June 30, 2021, the Company had cash balances of $273,000 compared to cash balances of $104,000 for the same period of 2020.~~

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 has impacted the Company’s business operations to some extent and is expected to continue to do so and, in light of the effect of such pandemic on financial markets, 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 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 PNC (see Note 4). As of March 2019, October 2019 and January 2020, we entered into forbearance agreements with PNC. We encountered subsequent compliance failures with covenants during 2020 and we were out of compliance with the terms of our credit facility, as amended, as of March 31, 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 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 ~~“Lender”~~“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.

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.

Interest on the Senior Facilities shall be the prime rate published from time to time published in the Wall Street Journal (4.75% as of July 12, 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.

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 June 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 June 30, 2022 and December 31, 2021 amounted to $4.8 and $5.0 million, respectively.

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.

Net Sales. For the three month periods ended June 30, 2022 and 2021, net sales were $4,418,000 and $5,712,000, respectively.

For the three-month period ended June 30, 2022 and 2021, net sales by product category were as follows:

For the six month periods ended June 30, 2022 and 2021, net sales were $10,215,000 and $12,311,000, respectively.

For the six month period ended June 30, 2022 and 2021, net sales by product category were as follows:

Foil Balloons. Revenues from the sale of foil balloons decreased during the three months period from $4,563,000 ending June 30, 2021 compared to $2,674,000 during the three month period of 2022. Revenues from the sale of foil balloons decreased during the six month period from $9,498,000 ending June 30, 2021 compared to $6,506,000 during the six 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.

Films. Revenues from the sale of commercial films were $535,000 and $1,363,000 during the three and six month periods ended June 30, 2022, compared to $505,000 and $811,000 during the same periods of 2021.

Other Revenues. Revenues from the sale of other products were $1,209,000 and $2,346,000 during the three and six month periods ended June 30, 2022, compared to $644,000 and $2,002,000 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. The largest shipments of candy blossoms during 2021 occurred during March, while the same shipments during 2022 occurred during April.

During the three and six months ended June 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 six months ended June 30, 2022 and 2021 are as follows:

As of June 30, 2022, the total amounts owed to the Company by these customers were approximately $2,008,000 or 73% of the Company’s consolidated net accounts receivable. The amounts owed at June 30, 2021 by these customers were approximately $2,202,000 or 64% of the Company’s consolidated net accounts receivable.

Cost of Sales. During the three and six month period ended June 30, 2022, the cost of sales was $3,615,000 and $8,373,000, compared to $4,718,000 and $10,031,000 respectively for the same period of 2021 due to lower sales volume. As a percentage of sales, cost of sales was 81.8% and 82.0% during the three and six months ended June 30, 2022, compared to 82.6% and 81.5% during the three and six months ended June 30, 2021.

General and Administrative. During the three and six month period ended June 30, 2022, general and administrative expenses were $998,000 and $1,835,000 compared to $1,048,000 and $1,897,000 respectively for the same period in 2021.

Selling, Advertising and Marketing. During the three and six month period ended June 30, 2022, selling, advertising and marketing expenses were $111,000 and $332,000 as compared to $107,000 and $246,000 respectively for the same period in 2021. The Company is expanding 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 six month period ended June 30, 2022, the Company incurred interest expense of $109,000 and $205,000 compared to interest expense of $148,000 and $348,000 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.

Operating Activities. During the six months ended June 30, 2022, net cash provided by operations was $303,000, compared to net cash used by operations during the six months ended June 30, 2021 of $617,000.

Significant changes in working capital items during the three months ended June 30, 2022 included:

Investing Activity. During the six months ended June 30, 2022, cash used in investing activity was $94,000, compared to cash provided by investing activity for the same period of 2021 in the amount of $3,454,000. 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 six months ended June 30, 2022, cash used in financing activities was $221,000 compared to cash used in financing activities for the same period of 2021 in the amount of $2,695,000. 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 six months ended June 30, 2021, cash provided by discontinued operations was $538,000 with related exchange rate impact of a cash use of $481,000.

At June 30, 2022, the Company had cash balances of $54,000 compared to cash balances of $265,000 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).

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.

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 ~~11-13~~12-20 of our Annual Report on Form 10-K for the year ended December 31, ~~2020~~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 six months ended June 30, ~~2021.~~2022.

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"~~“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~~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~~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 June 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 June 30, ~~2021,~~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~~ Management’s Report on Internal Control over Financial Reporting

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

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

Management has assessed the effectiveness of our internal control over financial reporting as of June 30, ~~2021.~~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"~~(“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~~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:

As a result of the material weaknesses, we have concluded that we did not maintain effective internal control over financial reporting as of June 30, ~~2021.~~2022.

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.

In July, 2017, God’s Little Gift, Inc. (d\b\a) Helium and Balloons Across America and Gary Page (“Claimants”) filed an action against the Company based on disputed compensation amounts over several years. This action was resolved by mutual agreement between the parties during January 2019. Mr. Page received 20,000 shares of CTI common stock, $5,000 in cash, and a minimum payout in his monthly royalty calculation of $7,667 beginning March 1, 2019 and ending August 1, 2021. The balance remaining as of June 30, 2021 and December 31, 2020 amounted to $15,324 and $53,659, respectively.

FedEx Trade Networks Transport and Brokerage Inc. v. CTI Industries Corp., Case No. 20 L 46, was filed on January 27, 2020 in the Circuit Court of the 19th Judicial Circuit, Lake County, Illinois. The complaint for breach of contract sought $163,964.75 in damages, plus interest and court costs. On October 15, 2020, the case was dismissed with leave to reinstate pursuant to settlement. The settlement calls for the payment of $100,400.00 in monthly installments of $10,000 per month for a period of ten (10) months and with the last payment being in the amount of $10,400. The first payment came due and was made on October 30, 2020, and payments have been made monthly. The balance remaining as of June 30, 2021 and December 31, 2020 amounted to $10,400 and $70,400, respectively.

Airgas USA, LLC v. CTI Industries Corp., Case No. 01-20-0014-7852 was filed with the American Arbitration Association on or about September 8, 2020. The claim seeks $212,000, plus interest, attorneys’ fees and costs for breach of contract. Claimant agreed to give CTI an extension to respond to the claim so the parties could attempt to resolve. On February 10, 2021, Airgas accepted CTI’s offer to pay $125,000 over 10 months. Airgas agreed to the settlement in March of 2021. The balance as of June 30, 2021 and December 31, 2020 amounted to $100,000 and 125,000, respectively

On October 19, 2020, Jules and Associates, Inc. sent CTI a demand letter related to the lease of certain equipment. The letter demanded $65,846.99 for alleged past due amounts under the lease as well as a return of the equipment. Discussions regarding the return of the equipment are ongoing and no lawsuit has been filed. On April 5, 2020, Jules and Associates, Inc. filed and served on CTI a demand for arbitration with JAMS related to the lease of certain equipment. The demand requests $98,244.55 for alleged past due amounts, plus amounts that Jules alleges continue to accrue under the lease, attorneys’ fees and costs, as well as a return of the equipment or its fair market value. CTI has settled this matter with Jules for $90,000 to be paid in installments as follows: $15,000 upon execution of a settlement agreement, $25,000 on October 15; $25,000 on November 15; and $25,000 on December 15. Additionally, as part of the settlement, CTI is entitled to keep the equipment and Jules will execute a bill of sale to CTI for the equipment upon receipt of the settlement amount. CTI is waiting for Jules to send a draft settlement agreement on those terms. The liability recorded by the Company as of June 30, 2021 and December 31, 2020 amounted to $107,410 and $75,187, respectively.

Benchmark Investments, Inc. v. Yunhong CTI ~~Ltd~~Ltd., Case No. 1:21-cv-02279, was filed a case in the United States District Court for the Southern District of New York on March 16, 2021 and served on ~~CTI~~the Company on March 31, 2021. The ~~complaint seeks damages in excess of $500,000. CTI~~Company has filed ~~our~~its Answer and Counterclaim to the complaint. Pursuant to an agreement between the parties during June 2022, the matter is concluded.

~~On July 16, 2021, Transportation Solutions Group~~During February 2022, Engie Resources LLC ~~d/b/a Redwood Multimodal~~ filed a ~~Complaint~~claim against ~~CTI~~the Company, seeking payment of $94,000 related to utilities provided during 2019. During March 2022, the parties agreed to settle all claims for ~~breach~~a series of ~~contract or in~~payments to be made by the ~~alternative quantum alleging damages for unpaid invoices in the~~Company during 2022 totaling $75,000. Of this amount, $30,000 remained to be paid as of ~~$98,660.88, plus attorneys’ fees and costs. The case is pending in the Circuit Court of Cook County, Illinois, Law Division under Case Number 2021 L 7225. CTI was served on July~~June 30, ~~and its deadline to appear and answer or otherwise plead is August 30, 2021. The Company has reached out to Plaintiff to attempt to resolve this matter.~~2022.

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, ~~“Lender”).~~

~~Prior to January 13, 2020, certain events of default under the Loan Agreement had occurred (the "Prior Defaults"~~“Prior Lender”). ~~On January 13, 2020, a Limited Waiver, Consent, Amendment No. 5 and Forbearance Agreement (the “Forbearance Agreement”) between Lender and~~This was the ~~Company became effective, pursuant to which Lender agreed to, among other things, forebear from exercising the rights and remedies in respect~~Company’s primary source of ~~the Prior Defaults afforded to Lender under the Loan Agreement for a period ending no later than December 31, 2020 (the “Forbearance Period”).~~liquidity until it refinanced this facility with Line Capital during September 2021.

On June 15, 2020, the Lender provided the Company notice (the “Default Notice”) that (i) an additional Event of Default (as defined in the Loan Agreement) had occurred and is continuing as a result of the Company's failure to maintain a Fixed Charge Coverage Ratio (as defined in the Loan Agreement) of 0.75 to 1.00 for the three-month period ended March 31, 2020 (the "March FCCR Default"), (ii) as a result of the occurrence and continuance of the March FCCR Default, the Forbearance Period has ended, and (iii) as a result of the termination of the Forbearance Period, the Lender is entitled to exercise immediately all of its rights and remedies under the Loan Agreement including, without limitation, ceasing to make further advances to the Company and declaring all obligations to be immediately due and payable in accordance with the Loan Agreement.

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~~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 ~~“Lender”~~“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:

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.

By:

/s/ ~~Yubao Li~~Frank J. Cesario

Frank J. Cesario

~~Yubao Li~~

~~President and~~ Chief Executive Officer

PART I – FINANCIAL INFORMATION

Item No. 1.	Financial Statements
	Condensed Consolidated Balance Sheets at June 30, ~~2021(unaudited)~~2022 (unaudited) and December 31, ~~2020~~2021	1
	Condensed Consolidated Statements of Comprehensive Income (Loss) (unaudited) for the three and six months ended June 30, ~~2021~~2022 and June 30, ~~2020~~2021	2
	Condensed Consolidated Statements of Cash Flows (unaudited) for the six months ended June 30, ~~2021~~2022 and June 30, ~~2020~~2021	3
	Condensed Consolidated Statements of ~~Shareholders'~~Shareholders’ Equity (unaudited) for the three and six months ended June 30, ~~2021~~2022 and June 30, ~~2020~~2021	4
	Notes to Condensed Consolidated Financial Statements (unaudited)	56
Item No. 2	~~Management~~’sManagement’s Discussion and Analysis of Financial Condition and Results of Operations	1714
Item No. 3	Quantitative and Qualitative Disclosures Regarding Market Risk	2320
Item No. 4	Controls and Procedures	2320

PART II – OTHER INFORMATION

Item No. 1	Legal Proceedings	2421
Item No. 1A	Risk Factors	2521
Item No. 2	Unregistered Sales of Equity Securities and Use of Proceeds	2521
Item No. 3	Defaults Upon Senior Securities	2522
Item No. 4	Mine Safety Disclosures	2722
Item No. 5	Other Information	2722
Item No. 6	Exhibits	2823
	Signatures	2824
	Exhibit 31.1
	Exhibit 31.2
	Exhibit 32

	June 30, 2021			June 30, 2020			June 30, 2022		June 30, 2021
Income Statement
Net Sales	$	7		$	615,388		$	-	$	1,430,000
Cost of Sales		75,496			941,230			-		1,751,000

Gross Loss		(75,489	)		(325,842	)		-		(321,000	)

SG&A		34,884			330,446			-		481,000

Operating Income		(110,373	)		(656,288	)		-		(802,000	)

Other Expense		(87,204	)		9,233			-		160,000

Pretax loss from discontinued operations		(23,169	)		(665,521	)		-		(962,000	)

Gain from classification to held for sale		68,059			65,565			-		319,000

Net Income (loss) from discontinued operations		44,890			(599,956	)		-		(643,000	)

Non-controlling Interest share of profit/loss		21,547			70,576			-		173,000

Net Loss	$	23,343		$	(670,532	)	$	-	$	(816,000	)

	June 30, 2021			June 30, 2020
Income Statement
Net Sales	$	79,840		$	1,672,445
Cost of Sales		202,402			2,115,275

Gross Loss		(122,562	)		(442,830	)

SG&A		127,150			854,995

Operating Income		(249,712	)		(1,297,825	)

Other Expense (Income)		(77,242	)		22,453

Pretax loss from discontinued operations		(172,470	)		(1,320,278	)

Gain from classification to held for sale		318,722			233,685

Income (Loss) from discontinued operations		146,252			(1,086,593	)

Non-controlling Interest share of profit/loss		70,201			222,670

Net Income (Loss)	$	76,051		$	(1,309,263	)

~~Fiscal Quarter Ratio~~

~~June 30, 2020~~	~~0.85~~	to	~~1.00~~
~~September 30, 2020~~	~~0.95~~	to	~~1.00~~
~~December 31, 2020~~	~~1.05~~	to	~~1.00~~
~~March 31, 2021~~	~~1.15~~	to	~~1.00~~
~~June 30, 2021 and thereafter~~	~~1.15~~	to	~~1.00~~

	Shares under Option			Weighted Average Exercise Price		Shares under Option		Weighted Average Exercise Price
Balance at December 31, 2020		195,160		$	1.00
Balance at December 31, 2021							128,000	$	1.75
Granted		0			1.00		-		-
Cancelled/Expired		0			1.00		-		-
Exercised/Issued		(195,160	)		1.00		-		-
Outstanding at June 30, 2021		0			1.00
Outstanding at June 30, 2022							128,000		1.75

Exercisable at June 30, 2021		0		$	1.00
Exercisable at June 30, 2022							128,000	$	1.75

Yunhong CTI, LTD
Condensed Consolidated Balance Sheets

	Yunhong CTI, Ltd
	Three and Six Months Ended June 30, 2020
																								Accumulated
																					Accumulated			Other			Less
	Series A Preferred Stock					Series B Preferred Stock				Series C Preferred Stock				Common Stock				Paid-in			(Deficit)			Comprehensive			Treasury Stock						Noncontrolling
	Shares		Amount			Shares		Amount		Shares		Amount		Shares		Amount		Capital			Earnings			Loss			Shares			Amount			Interest			TOTAL

Balance December 31, 2019		0	$	0			0	$	0		0	$	0		3,879,608	$	13,898,494	$	3,587,287		$	(9,992,841	)	$	(5,348,812	)		(43,658	)	$	(160,784	)	$	(856,837	)	$	1,126,507

Convertible Preferred Stock Issuance - cash		362,660		3,509,933			0		0		0		0		140,000		116,667		0			0			0			0			0			0			3,626,600
Convertible Preferred Stock Issuance - conversion of debt		48,200		478,017			0		0		0		0		0		0		0			0			0			0			0			0			478,017
Warrants issued to placement agent and other issuance costs		-		0			-		0		-		0				0		0			0			0			-			0			0			0
Deemed Dividend on BCF of Series A Preferred Stock		-					-		-		-		-		-		-					-			-			-			-			-			-
Placement agent fees and issuance costs		-		(820,160	)		-		0		-		0		-		0		0			0			0			-			0			0			(820,160	)
Beneficial Conversion feature (BCF) on Series A Preferred Stock		-		(2,328,473	)		-		0		-		0		-		0		2,328,473			0			0			-			0			0			-
Deemed Dividend on BCF of Series A Preferred Stock		-		2,328,473			-		-		-		-		-		-		(2,328,473	)		-			-			-			-			-			-
Accrued Deemed Dividend - Series A Preferred Stock		-		52,741			-		0		-		0		-		0		(52,741	)		0			0			-			0			0			0
Net Loss		-		0			-		0		-		0		-		0		0			(638,696	)		0			-			0			144,577			(494,119	)
Foreign Currency Translation		-		0			-		0		-		0		-		0		0			0			(1,363,503	)		-			0			0			(1,363,503	)
Balance March 31, 2020		410,860	$	2,161,607			0	$	0		0	$	0		4,219,608	$	14,321,161	$	4,287,473		$	(10,631,537	)	$	(6,712,315	)		(43,658	)	$	(160,784	)	$	(712,260	)		2,553,342

Convertible Preferred Stock Issuance - cash		180,000		1,583,334			0		0		0		0		260,000		216,667		0			0			0			0			0			0			1,800,001
Convertible Preferred Stock Issuance - conversion of debt		-		0			-		0		-		0		-		0		0			0			0			-			0			0			0
Foreign Currency Translation		-		0			-		0		-		0		-		0		0			0			66,327			-			0			0			66,327
Balance June 30, 2020		590,860	$	3,472,161			0	$	0		0	$	0		4,479,608	$	14,537,828	$	4,356,100		$	(12,159,046	)	$	(6,645,988	)		(43,658	)	$	(160,784	)	$	(643,947	)	$	2,756,321

	Yunhong CTI, Ltd
	Three and Six Months Ended June 30, 2021
																									Accumulated
																					Accumulated				Other			Less
	Series A Preferred Stock					Series B Preferred Stock				Series C Preferred Stock				Common Stock				Paid-in			(Deficit)				Comprehensive			Treasury Stock						Noncontrolling
	Shares		Amount			Shares		Amount		Shares		Amount		Shares		Amount		Capital			Earnings				Loss			Shares			Amount			Interest			TOTAL

Balance December 31, 2020		500,000	$	2,754,583			0	$	0		0	$	0		5,827,304	$	14,537,828	$	5,041,511		$	(14,382,327	)		$	(5,885,112	)		(43,658	)	$	(160,784	)	$	(718,212	)	$	1,187,487

Series C Convertible Stock Issuance		-		-			-				170,000		1,500,000		-		-		-			-				-			-			-			-			1,500,000
Series B Convertible Stock Modification		-		-			170,000		1,612,707		-		-		-		-		-			-				-			-			-			-			1,612,707
Common stock issued for warrants exercised - cashless		-		-			-		-		-		-		103,104		-		-			-				-			-			-			-			-
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		-		-			-		-		-		-		-		-		(33,611	)		-				-			-			-			-			(33,611	)
Accrued Deemed Dividend - Series C Preferred Stock		-		-			-		-		-		28,333		-		-		(28,333	)		-				-			-			-			-			-
Accretion of Series B Preferred Stock		-		-			-		-		-		-		-		-		(46,932	)		-				-			-			-			-			(46,932	)
Net Loss		-		-			-		-		-		-		-		-		-			(422,163	)			-			-			-			41,814			(380,349	)
Foreign Currency Translation		-		-			-		-		-		-		-		-		-			-				(16,267	)		-			-			-			(16,267	)
Balance March 31, 2021		500,000	$	2,854,583			170,000	$	1,612,707		170,000	$	1,528,333		5,930,408	$	14,537,828	$	4,832,635		$	(14,804,490	)		$	(5,901,379	)		(43,658	)	$	(160,784	)	$	(676,398	)		3,823,035

Common stock issued - cashless		-		-			-		-		-		-		-		-		-			-				-			-			-			-
Placement agent fees and issuance costs		-		-			-		-		-		-		-		-		-			-				-			-			-			-			-
Beneficial Conversion feature (BCF) on Series A Preferred Stock		-		-			-		-		-		-		-		-		-			-				-			-			-			-			-
Deemed Dividend on BCF of Series A Preferred Stock		-		-			-		-		-		-		-		-		-			-				-			-			-			-			-
BCF on Series C Preferred Stock		-		-			-		-		-		-		-		-		-			-				-			-			-			-			-
Deemed Dividend on BCF of Series C Preferred Stock		-		-			-		-		-		-		-		-		-			-				-			-			-			-			-
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		-		-			-		-		-		34,000		-		-		(34,000	)		-				-			-			-			-			-
Accretion of Series B Preferred Stock		-		0			-		-		-		-		-		-		-			-				-			-			-			-			-
Net Loss		-		-			-		-		-		-		-		-		-			1,782,323				-			-			-			701,255			2,483,578
Foreign Currency Translation		-		0			-		0		-		0		-		0		0			0				(44,209	)		-			0			0			(44,209	)
Balance June 30, 2021		500,000	$	2,954,583			170,000	$	1,646,707		170,000	$	1,562,333		5,930,408	$	14,537,828	$	4,664,635		$	(13,022,167	)		$	(5,945,588	)		(43,658	)	$	(160,784	)	$	24,857		$	6,262,404

Preferred Stock Rollforward	Balance as of December 31, 2021		Accrued Deemed Dividends		Balance as of June 30, 2022
Series A		3,155,000		200,000		3,355,000
Series B		1,715,000		68,000		1,783,000
Series C		1,630,000		68,000		1,698,000
Series D		1,512,000		68,000		1,580,000

Series A Preferred Stock			5,482,000
Series B Preferred Stock			1,700,000
Series C Preferred Stock			1,700,000
Series D Preferred Stock			1,700,000
2021 Warrants			128,572
Shares reserved as of June 30, 2022 and December 31, 2021			10,710,572

	June 30, 2022			December 31, 2021
Raw materials	$	1,664,000		$	1,249,000
Work in process		2,501,000			2,492,000
Finished goods		4,420,000			4,425,000
Allowance for excess quantities		(304,000	)		(290,000	)
Total inventories	$	8,281,000		$	7,876,000

	Net Sales to Outside Customers
	For the Three Months Ended
	June 30,
	2021		2020

United States	$	5,711,952	$	4,542,484
Mexico		613,289		1,202,869

	$	6,325,241	$	5,745,353

	Net Sales to Outside Customers
	For the Six Months Ended
	June 30,
	2021		2020

United States	$	12,310,942	$	9,968,423
Mexico		1,430,467		2,844,431

	$	13,741,409	$	12,812,854

	Total Assets at
	June 30,		December 31,
	2021		2020

United States	$	15,801,575	$	12,458,706
Mexico		8,681,668		8,798,046
Assets Held for Sale International Subsidiaries		0		294,219

	$	24,483,243	$	21,550,971

	June 30, 2021			December 31, 2020
Raw materials	$	1,368,781		$	1,175,763
Work in process		2,818,869			2,799,253
Finished goods		7,418,578			7,223,902
In Transit		127,740			88,315
Allowance for excess quantities		(228,720	)		(317,522	)
Total inventories	$	11,505,248		$	10,969,711

	Three Months Ended					Three Months Ended					Three Months Ended					Three Months Ended
	June 30, 2021					June 30, 2020					June 30, 2022					June 30, 2021
Customer	Net Sales		% of Net Sales			Net Sales		% of Net Sales			Net Sales		% of Net Sales			Net Sales		% of Net Sales
Customer A	$	3,421,000		54	%	$	2,508,000		43	%	$	1,829,000		41	%	$	3,421,000		60	%
Customer B	$	812,000		13	%	$	947,000		16	%	$	1,323,000		30	%	$	812,000		14	%

	Six Months Ended					Six Months Ended
	June 30, 2022					June 30, 2021
Customer	Net Sales		% of Net Sales			Net Sales		% of Net Sales
Customer A	$	4,331,000		42	%	$	7,344,000		60	%
Customer B	$	2,670,000		26	%	$	2,106,000		17	%

	Six Months Ended					Six Months Ended
	June 30, 2021					June 30, 2020
Customer	Net Sales		% of Net Sales			Net Sales		% of Net Sales
Customer A	$	7,344,000		53	%	$	5,675,000		44	%
Customer B	$	2,106,000		15	%	$	2,110,000		17	%

	June 30, 2021					June 30, 2020
	$		% of			$		% of
Product Category	(000) Omitted		Net Sales			(000) Omitted		Net Sales			Variance			% change

Foil Balloons		9,606		70	%		7,864		61	%		1,746			22.2	%

Latex Balloons		1,306		10	%		2,698		21	%		(1,392	)		-51.6	%

Film Products		950		7	%		586		5	%		364			62.1	%

Other		1,879		14	%		1,665		13	%		214			12.9	%

Total		13,741		100	%		12,813		100	%		932			7.3	%

	Three Months Ended June 30,
	% of Sales
	2021			2020

Top 3 Customers		71	%		66	%

Top 10 Customers		82	%		83	%

	Six Months Ended June 30,
	% of Sales
	2021			2020

Top 3 Customers		73	%		65	%

Top 10 Customers		87	%		81	%

	●	~~A gain on sale of assets of $3,357,000 in 2021 and nil in 2020~~
	●	~~A decrease in prepaid expenses and other assets of $219,000 compared to a decrease of $38,000 in 2020.~~
	●	~~An increase in accrued liabilities of $314,000 compared to an increase in accrued liabilities of $11,000 in 2020.~~

	●
	●	The Termination Date of the Loan Agreement iswas revised from December 14, 2022 to December 31, 2021;

	●
	●	On or before June 30, 2021, or such later date as the Prior Lender ~~agrees~~agreed in its sole discretion, the Company shall receive an equity investment of at least $1,500,000 and apply 100% of the proceeds to a reduction of the Revolving Credit Advance under the Loan Agreement (the “Equity Investment”);

	●
	●	On or before August 15, 2021, or such later date as the Prior Lender agrees in its sole discretion, the Company shall deliver to Lender (i) a binding term sheet, in form and substance acceptable to Prior Lender, from a financing source that provides for the refinance and payment in full, in cash, of the obligations owing under the Loan Agreement on or before September 30, 2021, or (ii) evidence, in form and substance satisfactory to the Prior Lender, that certain equity holders of the Company have available and identifiable funds that are on deposit with a depository institution that are sufficient to pay in full, in cash, all of the Company obligations under the Loan Agreement on or before September 30, 2021;

	●
	●	On or before September 30, 2021, the Company will cause all of the amounts owing under the Loan Agreement to be paid in full in cash;

	●
	●	The Forbearance Reserve (as defined in Amendment No. 5 to the Loan Agreement) ~~shall be~~was increased from $1,025,000 to $2,525,000;

	●
	●	Effective August 1, 2021, accounts receivable from Wal-Mart Stores and its affiliates ~~shall~~was no longer be considered eligible receivables;

	●
	●	Modifications will be made to the budget, testing and variance provisions of the Loan Agreement.

	June 30, 2022					June 30, 2021
	$		% of			$		% of
Product Category	(000) Omitted		Net Sales			(000) Omitted		Net Sales			Variance			% change

Foil Balloons		6,506		64	%		9,498		77	%		(2,992	)		(32	)%

Film Products		1,363		13	%		811		7	%		552			68	%

Other		2,346		23	%		2,002		16	%		344			15	%

Total		10,215		100	%		12,311		100	%		(2,096	)		(17	)%

	Three Months Ended June 30,
	% of Sales
	2022			2021

Top 3 Customers		83	%		79	%

Top 10 Customers		91	%		91	%

	Six Months Ended June 30,
	% of Sales
	2022			2021

Top 3 Customers		82	%		82	%

Top 10 Customers		90	%		91	%

	●	A decrease in accounts receivable of $707,000 compared to a decrease in accounts receivable of $162,000 in the same period of 2021.

	●	An increase in inventory of $405,000 compared to an increase in inventory of $457,000 in 2021.

	●	A decrease in trade payables of $112,000 compared to an increase in trade payables of $43,000 in 2021.