UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) For the transition period from _________to_________ Commission File Number 000-23115 YUNHONG CTI LTD. (Exact name of registrant as specified in its charter) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Illinois 36-2848943 (State ...

Yunhong CTI Ltd. (CTIB) Q3 2022 Earnings Conference Call November 16, 2022 10:00 AM ET Company Participants Frank Cesario - CEO Jana Schwan - COO Conference Call Participants Operator Good day and welcome to the Yunhong CTI Third Quarter 2022 Earnings Conference Call. During today's presentation all parties will be in a listen-only mode. Following the presentation, the conference will be open for questions. This conference is being recorded today, November 16, 2022. The earnings press release accompanying t ...

Yunhong CTI Ltd. (CTIB) Q2 2022 Earnings Conference Call August 16, 2022 10:00 AM ET Company Participants Frank Cesario - CEO Jana Schwan - COO Conference Call Participants Michael Khorassani - Orion Capital Operator Good day and welcome to the Yunhong CTI's Second Quarter 2022 Earnings Conference Call. During today's presentation all parties will be in listen-only mode. Following the presentation, the conference will be open for questions. This conference is being recorded today, August 16, 2022. The earn ...

PART I – FINANCIAL INFORMATION [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements for Yunhong CTI Ltd., including the balance sheets, statements of comprehensive income (loss), cash flows, and shareholders' equity, along with detailed notes explaining the basis of presentation, discontinued operations, liquidity, debt, shareholders' equity, legal proceedings, inventories, credit risk, related party transactions, and leases [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Condensed Consolidated Balance Sheets | Metric | June 30, 2022 ($) | December 31, 2021 ($) | | :-------------------------------- | :------------------ | :-------------------- | | **ASSETS** | | | | Total current assets | 11,772,000 | 12,474,000 | | Total property, plant and equipment, net | 1,041,000 | 1,143,000 | | Total other assets | 4,319,000 | 3,665,000 | | **TOTAL ASSETS** | **17,132,000** | **17,282,000** | | **LIABILITIES AND SHAREHOLDERS' EQUITY** | | | | Total current liabilities | 8,072,000 | 10,371,000 | | Total long-term liabilities | 5,337,000 | 2,860,000 | | **TOTAL LIABILITIES** | **13,409,000** | **13,231,000** | | Total Yunhong CTI, Ltd Stockholders' Equity | 3,723,000 | 4,051,000 | | **TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY** | **17,132,000** | **17,282,000** | [Condensed Consolidated Statements of Comprehensive Income (Loss)](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Income%20(Loss)) Condensed Consolidated Statements of Comprehensive Income (Loss) | Metric | Three Months Ended June 30, 2022 ($) | Three Months Ended June 30, 2021 ($) | Six Months Ended June 30, 2022 ($) | Six Months Ended June 30, 2021 ($) | | :------------------------------------------------ | :----------------------------------- | :----------------------------------- | :--------------------------------- | :--------------------------------- | | Net Sales | 4,418,000 | 5,712,000 | 10,215,000 | 12,311,000 | | Gross profit | 803,000 | 994,000 | 1,842,000 | 2,280,000 | | (Loss)/income from operations | (306,000) | 3,196,000 | (325,000) | 3,494,000 | | Net (Loss) / income | (399,000) | 2,484,000 | (420,000) | 2,103,000 | | Net (loss) / income attributable to Yunhong CTI, Ltd common Shareholders | (601,000) | 1,614,000 | (824,000) | (517,000) | | Basic (loss) / income per common share | (0.10) | 0.27 | (0.14) | (0.09) | | Diluted (loss) / income per common share | (0.10) | 0.27 | (0.14) | (0.09) | [Condensed Consolidated Statements of Cash Flows](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Condensed Consolidated Statements of Cash Flows | Metric | Six Months Ended June 30, 2022 ($) | Six Months Ended June 30, 2021 ($) | | :------------------------------------------ | :--------------------------------- | :--------------------------------- | | Net cash provided by (used in) operating activities | 303,000 | (617,000) | | Net cash (used in) provided by investing activities | (94,000) | 3,454,000 | | Net cash used in financing activities | (221,000) | (2,695,000) | | Net cash provided by (used in) discontinued operations | - | 538,000 | | Net (decrease) / increase in cash and cash equivalents | (12,000) | 199,000 | | Cash and cash equivalents at end of period | 54,000 | 265,000 | [Condensed Consolidated Statements of Shareholders' Equity](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Shareholders'%20Equity) Preferred Stock Rollforward Balance | Metric | June 30, 2022 ($) | December 31, 2021 ($) | | :------------------------------------ | :------------------ | :-------------------- | | Total Yunhong CTI, Ltd Stockholders' Equity | 3,723,000 | 4,051,000 | | Accumulated Deficit | (23,075,000) | (22,655,000) | | Paid-in-capital | 4,005,000 | 4,317,000 | | Common stock amount | 14,538,000 | 14,538,000 | | Series A Preferred Stock amount | 3,355,000 | 3,155,000 | | Series B Preferred Stock amount | 1,783,000 | 1,715,000 | | Series C Preferred Stock amount | 1,698,000 | 1,630,000 | | Series D Preferred Stock amount | 1,580,000 | 1,512,000 | - Accrued Deemed Dividends for Series A, B, C, and D Preferred Stock were recognized during the three months ended June 30, 2022, impacting the accumulated deficit[10](index=10&type=chunk) - Equity compensation charge of **$61,000** was recorded for the three months ended June 30, 2022[10](index=10&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) [Note 1 - Basis of Presentation](index=10&type=section&id=Note%201%20-%20Basis%20of%20Presentation) This note outlines the basis for preparing the unaudited interim condensed consolidated financial statements in conformity with U.S. GAAP, emphasizing that operating results are not necessarily indicative of the full fiscal year - The Company operates as a single segment, with all manufacturing occurring in the United States following the October 2021 sale of its Flexo Universal subsidiary[20](index=20&type=chunk) - Revenue is recognized at the point in time when promised products are transferred to the customer and control is obtained, with shipping and handling charges included in net sales and costs in cost of sales[24](index=24&type=chunk) - Basic and diluted earnings per share are calculated based on net income (loss) attributable to Yunhong CTI Ltd shareholders and weighted average common shares outstanding, with no assumed conversions included for diluted EPS in H1 2022 due to anti-dilutive effect[21](index=21&type=chunk)[22](index=22&type=chunk) [Note 2 – Discontinued Operations](index=12&type=section&id=Note%202%20%E2%80%93%20Discontinued%20Operations) This note details the Company's divestiture of non-core international operations, including the October 2021 sale of its Mexican subsidiary, Flexo Universal, and the decision to divest CTI Balloons and CTI Europe to focus on its core North American foil balloon business - The Company sold its Mexican subsidiary, Flexo Universal, in October 2021 for **$100,000** cash, a **$400,000** note, and manufacturing equipment[27](index=27&type=chunk) - Divestiture of CTI Balloons (UK) in Q4 2019 and CTI Europe (Germany) (expected to complete in next three months) was initiated to focus on core North American foil balloon and ancillary products[28](index=28&type=chunk) Summarized Discontinued Operations Financial Information (Six Months Ended) | Metric | June 30, 2022 ($) | June 30, 2021 ($) | | :-------------------------------- | :------------------ | :------------------ | | Net Sales | - | 1,430,000 | | Gross Loss | - | (321,000) | | Operating Income | - | (802,000) | | Net Loss from discontinued operations | - | (816,000) | [Note 3 – Liquidity and Going Concern](index=13&type=section&id=Note%203%20%E2%80%93%20Liquidity%20and%20Going%20Concern) The Company's financial statements are prepared under the going concern assumption, despite a cumulative net loss of approximately **$23 million** as of June 30, 2022, raising substantial doubt about its ability to continue as a going concern - The Company has a cumulative net loss of approximately **$23 million** from inception to June 30, 2022, raising substantial doubt about its ability to continue as a going concern[31](index=31&type=chunk)[32](index=32&type=chunk) - Management plans to address going concern issues by raising additional capital through equity sales and borrowing, focusing on profitable operations, and exploring alternative funding sources[32](index=32&type=chunk) - The Company sold its Lake Barrington facility for **$3.5 million** (cash and promissory note) in April 2021 and concurrently entered into a ten-year lease agreement for the facility[34](index=34&type=chunk) [Note 4 - Debt](index=14&type=section&id=Note%204%20-%20Debt) In September 2021, the Company entered into a new senior secured financing agreement with Line Financial, comprising a **$6 million** revolving credit facility and a **$0.7 million** term loan, used to repay previous lending agreements and for working capital - The Company secured a new senior secured financing agreement with Line Financial in September 2021, including a **$6 million** revolving credit facility and a **$0.7 million** term loan[36](index=36&type=chunk) - The Senior Facilities require the Company to maintain a Tangible Net Worth of at least **$4 million**, with which the Company believes it was in compliance as of June 30, 2022[39](index=39&type=chunk) Debt Balances | Debt Type | June 30, 2022 ($) | December 31, 2021 ($) | | :-------------------------- | :------------------ | :-------------------- | | Term loan balance | 500,000 | 600,000 | | Revolving Line of Credit | 4,782,000 | 5,003,000 | | Notes payable – related party (Schwan) | 1,200,000 | 1,200,000 | | Notes payable (Feng) | 200,000 | 200,000 | [Note 5 - Shareholders' Equity](index=15&type=section&id=Note%205%20-%20Shareholders'%20Equity) This note details the Company's preferred stock issuances (Series A, B, C, D Convertible Preferred Stock), including their purchase prices, conversion features, dividend rates (8% annually), and beneficial conversion features (BCF) recognized as deemed dividends - The Company has issued Series A, B, C, and D Convertible Preferred Stock, each with an **8%** annual dividend rate and beneficial conversion features (BCF) recognized as deemed dividends[46](index=46&type=chunk)[47](index=47&type=chunk)[48](index=48&type=chunk)[49](index=49&type=chunk) Preferred Stock Rollforward Balance | Series | Balance as of December 31, 2021 ($) | 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 | - **128,000** stock warrants were outstanding at June 30, 2022, with a weighted average exercise price of **$1.75**[51](index=51&type=chunk) - A grant of **250,000** restricted shares was made to the CEO in January 2022, with **25,000** shares vesting immediately and the remainder subject to performance conditions (EBITDA, stock price, operating cash flow, refinancing)[51](index=51&type=chunk)[52](index=52&type=chunk)[53](index=53&type=chunk) [Note 6 - Legal Proceedings](index=17&type=section&id=Note%206%20-%20Legal%20Proceedings) The Company is involved in various lawsuits and claims arising in the normal course of business, but management does not anticipate a material adverse effect on its financial condition - The lawsuit Benchmark Investments, Inc. v. Yunhong CTI Ltd. was concluded in June 2022[56](index=56&type=chunk) - A claim from Engie Resources LLC for **$94,000** was settled for **$75,000** in March 2022, with **$30,000** remaining to be paid as of June 30, 2022[57](index=57&type=chunk) [Note 7 - Inventories, Net](index=18&type=section&id=Note%207%20-%20Inventories,%20Net) This note provides a breakdown of the Company's inventory, net of an allowance for excess quantities, as of June 30, 2022, and December 31, 2021 Inventories, Net | Category | June 30, 2022 ($) | December 31, 2021 ($) | | :---------------------- | :------------------ | :-------------------- | | Raw materials | 1,664,000 | 1,249,000 | | Work in process | 2,501,000 | 2,492,000 | | Finished goods | 4,420,000 | 4,425,000 | | Allowance for excess quantities | (304,000) | (290,000) | | **Total inventories** | **8,281,000** | **7,876,000** | [Note 8 - Concentration of Credit Risk](index=18&type=section&id=Note%208%20-%20Concentration%20of%20Credit%20Risk) The Company faces significant customer concentration, with two customers (Customer A and Customer B) representing a substantial portion of its net sales and accounts receivable Sales to Key Customers (Three Months Ended June 30) | Customer | 2022 Net Sales ($) | 2022 % of Net Sales | 2021 Net Sales ($) | 2021 % of Net Sales | Variance ($000) | % Change | | :--------- | :----------------- | :------------------ | :----------------- | :------------------ | :-------------- | :------- | | Customer A | 1,829,000 | 41% | 3,421,000 | 60% | (1,889) | (41)% | | Customer B | 1,323,000 | 30% | 812,000 | 14% | 30 | 6% | Sales to Key Customers (Six Months Ended June 30) | Customer | 2022 Net Sales ($) | 2022 % of Net Sales | 2021 Net Sales ($) | 2021 % of Net Sales | Variance ($000) | % Change | | :--------- | :----------------- | :------------------ | :----------------- | :------------------ | :-------------- | :------- | | Customer A | 4,331,000 | 42% | 7,344,000 | 60% | (2,992) | (32)% | | Customer B | 2,670,000 | 26% | 2,106,000 | 17% | 552 | 68% | - As of June 30, 2022, Customer A and Customer B collectively owed approximately **$2,008,000**, representing **73%** of the Company's consolidated net accounts receivable[60](index=60&type=chunk) [Note 9 - Related Party Transactions](index=18&type=section&id=Note%209%20-%20Related%20Party%20Transactions) This note discloses outstanding loans from related parties, including John H. Schwan (approximately **$1.2 million**) and Alex Feng (approximately **$0.2 million**), with associated interest expenses - John H. Schwan, former Chairman, has outstanding loans of approximately **$1.2 million** as of June 30, 2022, with no payments since 2019[61](index=61&type=chunk) - Interest expense related to John H. Schwan's loan was **$36,000** for the six months ended June 30, 2022[61](index=61&type=chunk) - Alex Feng has a note payable of approximately **$0.2 million**, accruing **3%** interest, subordinated to the Senior Facilities[43](index=43&type=chunk) [Note 10 - Leases](index=18&type=section&id=Note%2010%20-%20Leases) The Company adopted ASC Topic 842 (Leases) on January 1, 2019, and extended a building lease in March 2022 to December 31, 2025, resulting in increased Right-of-Use (ROU) assets and liabilities - The Company adopted ASC Topic 842 (Leases) on January 1, 2019[62](index=62&type=chunk) - A building lease was extended in March 2022 to December 31, 2025, with monthly payments of **$34,000**[62](index=62&type=chunk) Right-of-Use (ROU) Assets and Liabilities | Metric | June 30, 2022 ($) | December 31, 2021 ($) | | :-------------------------- | :------------------ | :-------------------- | | ROU asset | 4,319,000 | 3,530,000 | | ROU liabilities (current) | 500,000 | 670,000 | | ROU liabilities (noncurrent) | 3,628,000 | 2,860,000 | [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=19&type=section&id=Item%20No.%202%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the Company's financial condition and results of operations for the three and six months ended June 30, 2022, covering business overview, financing, comparability, operating results, liquidity, and capital resources [Forward Looking Statements](index=19&type=section&id=Forward%20Looking%20Statements) This section contains a standard disclaimer regarding forward-looking statements, indicating that they are based on current expectations and projections, but actual results may differ substantially due to various factors, risks, and uncertainties - Forward-looking statements are based on current expectations and projections, but actual results may differ substantially due to factors, risks, uncertainties, and assumptions[65](index=65&type=chunk) - The Company disclaims any intent or obligation to update forward-looking statements after the report date[65](index=65&type=chunk) [Overview](index=19&type=section&id=Overview) The Company produces film products for novelty, packaging, and container applications, including foil balloons and films for packaging, and now distributes latex balloons after selling its Mexican subsidiary in October 2021 - The Company's core business includes foil balloons, film products for packaging, and flexible containers; it now distributes purchased latex balloons after selling its Mexican subsidiary in October 2021[66](index=66&type=chunk) - The Lake Barrington facility was sold for **$3.5 million** in April 2021, with proceeds used to repay a **$2 million** term loan and **$1.5 million** in revolving credit advances[67](index=67&type=chunk) - A ten-year lease agreement was concurrently entered for the Lake Barrington facility, with annual base rent starting at **$500,000**[67](index=67&type=chunk) - The Company paid a final forbearance fee of **$250,000** to its prior lender after meeting specific conditions related to equity investment and debt repayment[68](index=68&type=chunk) [September 30, 2021 financing](index=19&type=section&id=September%2030,%202021%20financing) On September 30, 2021, the Company secured a new senior secured financing agreement with Line Financial, consisting of a **$6 million** revolving credit facility and a **$0.7 million** term loan, used to repay previous lending agreements and for working capital - The Company entered into a new senior secured financing agreement with Line Financial on September 30, 2021, providing a **$6 million** revolving credit facility and a **$731,250** term loan[69](index=69&type=chunk)[72](index=72&type=chunk) - Proceeds from the new facilities were used to repay all outstanding amounts under previous lending agreements and for working capital[71](index=71&type=chunk) - The Senior Facilities require the Company to maintain a Tangible Net Worth of at least **$4 million**, and the Company believes it was in compliance as of June 30, 2022[74](index=74&type=chunk) Debt Balances (Line Financial) | Debt Type | June 30, 2022 ($) | December 31, 2021 ($) | | :-------------------------- | :------------------ | :-------------------- | | Term loan balance | 500,000 | 600,000 | | Revolving Line of Credit | 4,800,000 | 5,000,000 | [Comparability](index=21&type=section&id=Comparability) The Company's financial results are affected by the divestiture of its international subsidiaries (CTI Balloons, CTI Europe, and Flexo Universal) between 2019 and 2021, streamlining operations and focusing resources on core North American foil balloon and ancillary products - The Company divested CTI Balloons (United Kingdom) in Q4 2019, its Ziploc product line in Q1 2020, CTI Europe (Germany) in 2021, and Flexo Universal (Mexico) in October 2021[77](index=77&type=chunk) - These divestitures were aimed at focusing resources on core North American foil balloons and ancillary products[77](index=77&type=chunk) [Results of Operations](index=21&type=section&id=Results%20of%20Operations) The Company experienced a decrease in net sales and gross profit for both the three and six months ended June 30, 2022, primarily driven by a significant decline in foil balloon sales due to helium price increases and product discontinuations [Net Sales](index=21&type=section&id=Net%20Sales) Net sales decreased by **23%** for the three months and **17%** for the six months ended June 30, 2022, primarily due to a **41%** and **32%** decline in foil balloon sales, respectively, partially offset by increases in film products and other revenues Net Sales by Product Category (Three Months Ended June 30) | Product Category | 2022 Net Sales ($000) | 2022 % of Net Sales | 2021 Net Sales ($000) | 2021 % of Net Sales | Variance ($000) | % Change | | :--------------- | :-------------------- | :------------------ | :-------------------- | :------------------ | :-------------- | :------- | | Foil Balloons | 2,674 | 61% | 4,563 | 80% | (1,889) | (41)% | | Film Products | 535 | 12% | 505 | 9% | 30 | 6% | | Other | 1,209 | 27% | 644 | 11% | 565 | 88% | | **Total** | **4,418** | **100%** | **5,712** | **100%** | **(1,294)** | **(23)%** | Net Sales by Product Category (Six Months Ended June 30) | Product Category | 2022 Net Sales ($000) | 2022 % of Net Sales | 2021 Net Sales ($000) | 2021 % of Net Sales | Variance ($000) | % Change | | :--------------- | :-------------------- | :------------------ | :-------------------- | :------------------ | :-------------- | :------- | | Foil Balloons | 6,506 | 64% | 9,498 | 77% | (2,992) | (32)% | | Film Products | 1,363 | 13% | 811 | 7% | 552 | 68% | | Other | 2,346 | 23% | 2,002 | 16% | 344 | 15% | | **Total** | **10,215** | **100%** | **12,311** | **100%** | **(2,096)** | **(17)%** | Customer Concentration (% of Sales) | Customer Group | Three Months Ended June 30, 2022 | Three Months Ended June 30, 2021 | Six Months Ended June 30, 2022 | Six Months Ended June 30, 2021 | | :--------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Top 3 Customers | 83% | 79% | 82% | 82% | | Top 10 Customers | 91% | 91% | 90% | 91% | [Cost of Sales](index=23&type=section&id=Cost%20of%20Sales) Cost of sales decreased in absolute terms for both the three and six months ended June 30, 2022, reflecting lower sales volume, while remaining a high percentage of sales at approximately **81.8%** and **82.0%** respectively Cost of Sales | Period | 2022 Cost of Sales ($) | 2021 Cost of Sales ($) | 2022 % of Sales | 2021 % of Sales | | :-------------------------------- | :--------------------- | :--------------------- | :-------------- | :-------------- | | Three months ended June 30 | 3,615,000 | 4,718,000 | 81.8% | 82.6% | | Six months ended June 30 | 8,373,000 | 10,031,000 | 82.0% | 81.5% | [General and Administrative](index=23&type=section&id=General%20and%20Administrative) General and administrative expenses slightly decreased to **$998,000** for the three months and **$1,835,000** for the six months ended June 30, 2022, compared to **$1,048,000** and **$1,897,000** in the prior year periods, respectively General and Administrative Expenses | Period | 2022 G&A Expenses ($) | 2021 G&A Expenses ($) | | :-------------------------------- | :-------------------- | :-------------------- | | Three months ended June 30 | 998,000 | 1,048,000 | | Six months ended June 30 | 1,835,000 | 1,897,000 | [Selling, Advertising and Marketing](index=23&type=section&id=Selling,%20Advertising%20and%20Marketing) Selling, advertising, and marketing expenses increased to **$111,000** for the three months and **$332,000** for the six months ended June 30, 2022, reflecting expanded customer outreach and engagement activities Selling, Advertising and Marketing Expenses | Period | 2022 Expenses ($) | 2021 Expenses ($) | | :-------------------------------- | :---------------- | :---------------- | | Three months ended June 30 | 111,000 | 107,000 | | Six months ended June 30 | 332,000 | 246,000 | - The increase in expenses is attributed to expanding customer outreach and engagement activities during 2022[88](index=88&type=chunk) [Gain on Sale of Assets](index=23&type=section&id=Gain%20on%20Sale%20of%20Assets) In the prior year, the Company recognized a significant gain of **$3,357,000** from the sale of its Lake Barrington, Illinois facility on April 23, 2021 - A gain of **$3,357,000** was recognized in 2021 from the sale of the Lake Barrington, Illinois facility[88](index=88&type=chunk) [Other Income (Expense)](index=23&type=section&id=Other%20Income%20(Expense)) Interest expense decreased to **$109,000** for the three months and **$205,000** for the six months ended June 30, 2022, due to a reduction in the Company's senior debt facility and a change in the lender's fee structure Interest Expense | Period | 2022 Interest Expense ($) | 2021 Interest Expense ($) | | :-------------------------------- | :------------------------ | :------------------------ | | Three months ended June 30 | 109,000 | 148,000 | | Six months ended June 30 | 205,000 | 348,000 | - Interest expense decreased due to the reduction of the Company's senior debt facility and a shift in lender charges from higher interest to lower interest plus a monitoring fee recorded in G&A[89](index=89&type=chunk) [Financial Condition, Liquidity and Capital Resources](index=23&type=section&id=Financial%20Condition,%20Liquidity%20and%20Capital%20Resources) The Company's liquidity and capital resources are under pressure, with cash balances decreasing significantly, and it continues to face substantial doubt about its ability to continue as a going concern, relying on business plan execution and securing additional financing [Cash Flow Items](index=23&type=section&id=Cash%20Flow%20Items) For the six months ended June 30, 2022, net cash provided by operating activities was **$303,000**, a significant improvement from **$617,000** used in the prior year, while investing activities used **$94,000** and financing activities used **$221,000** Net Cash Flow by Activity (Six Months Ended June 30) | Activity | 2022 Cash Flow ($) | 2021 Cash Flow ($) | | :-------------------------- | :----------------- | :----------------- | | Operating activities | 303,000 | (617,000) | | Investing activities | (94,000) | 3,454,000 | | Financing activities | (221,000) | (2,695,000) | | Discontinued operations | - | 538,000 | - Significant changes in working capital for Q2 2022 included a **$707,000** decrease in accounts receivable, a **$405,000** increase in inventory, and a **$112,000** decrease in trade payables[90](index=90&type=chunk) [Liquidity and Capital Resources](index=24&type=section&id=Liquidity%20and%20Capital%20Resources) The Company's cash balances decreased from **$265,000** in June 2021 to **$54,000** in June 2022, raising substantial doubt about its ability to continue as a going concern, necessitating additional financing and business plan execution Cash Balances | Period | Cash Balances ($) | | :---------------- | :---------------- | | June 30, 2022 | 54,000 | | June 30, 2021 | 265,000 | - Substantial doubt exists about the Company's ability to continue as a going concern for one year from the issuance of the financial statements, requiring successful business plan execution and additional financing[96](index=96&type=chunk) - The Company refinanced its credit facility with Line Capital in September 2021, resolving prior compliance failures with PNC, and believes it has been in compliance since[97](index=97&type=chunk) - The sale of the Lake Barrington facility for **$3.5 million** in April 2021, followed by a ten-year leaseback, was a key liquidity event, with proceeds used to repay **$3.5 million** of prior debt[98](index=98&type=chunk)[99](index=99&type=chunk) [Seasonality](index=26&type=section&id=Seasonality) Sales in the foil balloon product line are historically seasonal, with approximately **40%** of sales occurring from December through March and **24%** from July through October in recent years - Foil balloon sales are seasonal, with **40%** occurring from December to March and **24%** from July to October[101](index=101&type=chunk) [Critical Accounting Policies](index=26&type=section&id=Critical%20Accounting%20Policies) For a description of critical accounting policies and associated risks, the Company refers to its Annual Report on Form 10-K for the year ended December 31, 2021, with no material changes occurring during the current reporting period - Critical accounting policies are detailed in the Company's Annual Report on Form 10-K for the year ended December 31, 2021[102](index=102&type=chunk) - No material changes to critical accounting policies occurred during the three and six months ended June 30, 2022[102](index=102&type=chunk) [Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk](index=26&type=section&id=Item%20No.%203%20Quantitative%20and%20Qualitative%20Disclosures%20Regarding%20Market%20Risk) This section states that there are no quantitative and qualitative disclosures regarding market risk applicable to the Company for the reported period - This item is not applicable[103](index=103&type=chunk) [Item 4. Controls and Procedures](index=26&type=section&id=Item%20No.%204%20Controls%20and%20Procedures) Management concluded that the Company's disclosure controls and procedures were not effective as of June 30, 2022, due to identified material weaknesses in internal control over financial reporting [Disclosure Controls and Procedures](index=26&type=section&id=Disclosure%20Controls%20and%20Procedures) Based on an evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were not effective as of June 30, 2022, due to material weaknesses - Disclosure controls and procedures were deemed not effective as of June 30, 2022[105](index=105&type=chunk) [Management's Report on Internal Control over Financial Reporting](index=27&type=section&id=Management's%20Report%20on%20Internal%20Control%20over%20Financial%20Reporting) Management identified material weaknesses in internal control over financial reporting as of June 30, 2022, including a lack of sufficient accounting professionals and over-dependence on the Acting Chief Financial Officer, leading to a conclusion of ineffectiveness - Material weaknesses identified include a lack of sufficient accounting professionals for significant, unusual transactions, leading to misapplications of GAAP[110](index=110&type=chunk)[115](index=115&type=chunk) - The Company is overly dependent on its Acting Chief Financial Officer (also CEO) within a highly manual environment[115](index=115&type=chunk) - As a result of these material weaknesses, management concluded that internal control over financial reporting was not effective as of June 30, 2022[110](index=110&type=chunk) PART II – OTHER INFORMATION [Item 1. Legal Proceedings](index=27&type=section&id=Item%20No.%201%20Legal%20Proceedings) The Company is involved in various lawsuits and claims, but management believes these will not have a material adverse effect on its financial condition, with the Benchmark Investments, Inc. case concluded and an Engie Resources LLC claim settled - The Benchmark Investments, Inc. v. Yunhong CTI Ltd. case was concluded in June 2022[112](index=112&type=chunk) - A claim from Engie Resources LLC for **$94,000** was settled for **$75,000** in March 2022, with **$30,000** remaining to be paid as of June 30, 2022[113](index=113&type=chunk) [Item 1A. Risk Factors](index=27&type=section&id=Item%20No.%201A%20Risk%20Factors) This section states that there are no new material risk factors applicable to the Company for the reported period - This item is not applicable[114](index=114&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=27&type=section&id=Item%20No.%202%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section states that there are no unregistered sales of equity securities or use of proceeds to report for the period - This item is not applicable[115](index=115&type=chunk) [Item 3. Defaults Upon Senior Securities](index=28&type=section&id=Item%20No.%203%20Defaults%20Upon%20Senior%20Securities) The Company previously experienced various events of default under its Loan Agreement with PNC Bank, which were addressed through a Consent, Forbearance and Amendment Agreement and subsequently resolved by refinancing with Line Capital on September 30, 2021 - The Company had various events of default under its prior Loan Agreement with PNC Bank[117](index=117&type=chunk) - These defaults were addressed by refinancing with Line Capital on September 30, 2021[116](index=116&type=chunk)[117](index=117&type=chunk) - The Company believes it has been in compliance with the terms of the Line Capital financing since its inception[118](index=118&type=chunk) [Item 4. Mine Safety Disclosures](index=28&type=section&id=Item%20No.%204%20Mine%20Safety%20Disclosures) This section states that there are no mine safety disclosures applicable to the Company - This item is not applicable[119](index=119&type=chunk) [Item 5. Other Information](index=28&type=section&id=Item%20No.%205%20Other%20Information) This section indicates that there is no other information to report - No other information to report[120](index=120&type=chunk) [Item 6. Exhibits](index=29&type=section&id=Item%20No.%206%20Exhibits) This section lists the exhibits filed with the Quarterly Report on Form 10-Q, including certifications from the Chief Executive Officer and Chief Financial Officer, and Interactive Data Files formatted in Inline XBRL - Exhibits include certifications (31.1, 31.2, 32) and Interactive Data Files (101, 104) formatted in Inline XBRL[122](index=122&type=chunk) [Signatures](index=30&type=section&id=Signatures) The report was duly signed on August 12, 2022, by Frank J. Cesario in his capacities as Acting Chief Financial Officer and Chief Executive Officer of Yunhong CTI Ltd - The report was signed by Frank J. Cesario, Acting Chief Financial Officer and Chief Executive Officer, on August 12, 2022[125](index=125&type=chunk)

Yunhong CTI Ltd. (CTIB) Q1 2022 Earnings Conference Call May 19, 2022 10:00 AM ET Company Participants Frank Cesario - CEO Jana Schwan - COO Conference Call Participants Operator Good day. And welcome to the Yunhong CTI First Quarter 2022 Earnings Conference Call. During today’s presentation, all parties will be in a listen-only mode. Following the presentation, the conference will be open for questions. This conference is being recorded today, May 19, 2022. The earnings press release accompanying this conf ...

YUNHONG CTI LTD. Table of Contents 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 March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________to__________ Commission File Number 000-23115 (Exact name of registrant as specified in its charter) incorporat ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________to_________ Commission File Number 000-23115 YUNHONG CTI LTD. (Exact name of registrant as specified in its charter) incorporation or or ...

Yunhong CTI Ltd. (CTIB) Q4 2021 Earnings Conference Call April 13, 2022 10:00 AM ET Company Participants Frank Cesario - CEO Jana Schwan - COO Conference Call Participants Operator Good day. And welcome to the Yunhong CTI Fourth Quarter and Year-End 2021 Earnings Conference Call. During today’s presentation, all parties will be in a listen-only mode. Following the presentation, the conference will be open for questions. This conference is being recorded today, April 13, 2022. The earnings press release acc ...

PART I – FINANCIAL INFORMATION [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) The company's financial statements for the nine months ended September 30, 2021, show a net income turnaround driven by asset sales, despite ongoing going concern doubts Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | Sep 30, 2021 | Dec 31, 2020 | Change | | :--- | :--- | :--- | :--- | | **Assets** | | | | | Total current assets | $19,766 | $19,151 | +$615 | | Total property, plant and equipment, net | $1,268 | $1,950 | -$682 | | Total Assets | $24,882 | $21,551 | +$3,331 | | **Liabilities & Equity** | | | | | Total current liabilities | $16,694 | $18,787 | -$2,093 | | Total Liabilities | $19,586 | $18,831 | +$755 | | Total Shareholders' Equity | $5,297 | $1,187 | +$4,110 | Performance Summary for the Three Months Ended September 30 | Metric | 2021 (in $) | 2020 (in $) | Change | | :--- | :--- | :--- | :--- | | Net Sales | $6,234,231 | $5,980,766 | +4.2% | | Gross Profit | $574,831 | $260,942 | +120.3% | | Income (Loss) from Operations | ($590,824) | ($907,472) | +34.9% | | Net Income (Loss) | ($638,138) | ($1,028,632) | +38.0% | | Basic Loss Per Share | ($0.14) | ($0.21) | +33.3% | Performance Summary for the Nine Months Ended September 30 | Metric | 2021 (in $) | 2020 (in $) | Change | | :--- | :--- | :--- | :--- | | Net Sales | $19,975,640 | $18,793,620 | +6.3% | | Gross Profit | $2,533,841 | $2,352,096 | +7.7% | | Income (Loss) from Operations | $2,100,819 | ($1,239,441) | N/A (Turned to profit) | | Net Income (Loss) | $1,465,091 | ($2,981,947) | N/A (Turned to profit) | | Basic Loss Per Share | ($0.20) | ($1.32) | +84.8% | - The significant improvement in income from operations for the nine-month period was primarily due to a **$3.36 million** gain on the sale of assets[9](index=9&type=chunk) Cash Flow Summary for the Nine Months Ended September 30 (in thousands) | Activity | 2021 | 2020 | | :--- | :--- | :--- | | Net cash (used in) provided by operating activities | ($2,939) | $995 | | Net cash provided by (used in) investing activities | $3,401 | ($140) | | Net cash used in financing activities | ($650) | ($2,237) | - Cash from investing activities was positive in 2021 due to **$3.5 million** received from the sale of a building, which was a key source of liquidity[11](index=11&type=chunk) - Cash used in operating activities in 2021 was primarily driven by a gain on the sale of the building, an increase in inventories, and a decrease in trade payables, contrasting with cash provided by operations in 2020[11](index=11&type=chunk) Notes to Condensed Consolidated Financial Statements - The company has exited the business of its CTI Europe subsidiary, which was fully disposed of in Q2 2021 and is classified as a discontinued operation[18](index=18&type=chunk)[29](index=29&type=chunk) - Management has expressed substantial doubt about the company's ability to continue as a **going concern** due to a cumulative net loss of over **$13 million** and dependence on raising additional capital[35](index=35&type=chunk)[36](index=36&type=chunk) - On September 30, 2021, the company entered into a new senior secured financing agreement with Line Financial Corp., including a **$6 million** revolving credit facility and a **$731,250** term loan, to repay its previous debt with PNC Bank[46](index=46&type=chunk) - In April 2021, the company sold its Lake Barrington, Illinois facility for **$3.5 million** and entered into a ten-year leaseback agreement for the same property[39](index=39&type=chunk)[83](index=83&type=chunk) - Subsequent to the quarter end, on October 28, 2021, the company closed the transaction to redeem all of its equity interests in its Mexican subsidiary, Flexo Universal S. de R.L. de C.V., for a purchase price of **$500,000**[84](index=84&type=chunk)[85](index=85&type=chunk)[86](index=86&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=26&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Net sales increased for Q3 and the nine-month period, driven by asset sales, with liquidity concerns addressed by new financing and divestitures Net Sales by Product Category (in thousands) | Product Category | Q3 2021 | Q3 2020 | 9 Months 2021 | 9 Months 2020 | | :--- | :--- | :--- | :--- | :--- | | Foil Balloons | $4,295 | $4,515 | $13,900 | $12,380 | | Latex Balloons | $1,052 | $1,014 | $2,359 | $3,712 | | Film Products | $689 | $78 | $1,639 | $664 | | Other | $198 | $374 | $2,078 | $2,038 | | **Total** | **$6,234** | **$5,981** | **$19,975** | **$18,794** | - Latex balloon revenues were negatively impacted by COVID-19 constraints, as production activities were severely limited by the Mexican government[98](index=98&type=chunk) - A gain of **$3,357,000** was recognized in Q2 2021 from the sale of the company's facility in Lake Barrington, Illinois[105](index=105&type=chunk) - The company has a high concentration of sales, with its top 3 customers accounting for **71%** of sales in the first nine months of 2021[103](index=103&type=chunk) - Management's plans to address **going concern** issues include raising additional capital, focusing on profitable elements, and exploring alternative funding. The company secured a new credit facility with Line Financial for up to **$6.7 million** and sold its Mexican subsidiary post-quarter end[90](index=90&type=chunk)[112](index=112&type=chunk)[113](index=113&type=chunk) [Quantitative and Qualitative Disclosures Regarding Market Risk](index=31&type=page&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20Regarding%20Market%20Risk) The company has indicated that this section is not applicable for this reporting period - No quantitative or qualitative disclosures regarding market risk were provided[120](index=120&type=chunk) [Controls and Procedures](index=31&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were ineffective due to material weaknesses, including insufficient accounting professionals and over-reliance on the CFO - The CEO and CFO concluded that disclosure controls and procedures were not effective as of September 30, 2021[122](index=122&type=chunk) - Management identified material weaknesses in internal control over financial reporting, leading to the conclusion that internal controls were not effective[127](index=127&type=chunk) - Specific material weaknesses include: a lack of sufficient accounting professionals with knowledge to account for significant, unusual transactions, and over-dependence on the CFO in a highly manual environment[135](index=135&type=chunk) PART II – OTHER INFORMATION [Legal Proceedings](index=32&type=section&id=Item%201.%20Legal%20Proceedings) The company settled several legal cases while a significant claim seeking over **$500,000** in damages remains pending with an uncertain outcome - Settled a case with Transportation Solutions Group LLC for **$65,000**, to be paid in installments[129](index=129&type=chunk) - Settled an arbitration with Jules and Associates, Inc. for **$90,000**, to be paid in installments[130](index=130&type=chunk) - Settled a claim with Airgas USA, LLC for **$125,000**, to be paid over 10 months[131](index=131&type=chunk) - A case filed by Benchmark Investments, Inc. seeking over **$500,000** in damages is still pending. The company has filed a counterclaim and cannot currently estimate potential loss[132](index=132&type=chunk) [Risk Factors](index=32&type=page&id=Item%201A.%20Risk%20Factors) The company has indicated that this section is not applicable for this reporting period - No risk factors were provided in this section[133](index=133&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=32&type=page&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company has indicated that this section is not applicable for this reporting period - No information on unregistered sales of equity securities was provided[134](index=134&type=chunk) [Defaults Upon Senior Securities](index=33&type=page&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company has indicated that this section is not applicable for this reporting period - No defaults upon senior securities were reported[136](index=136&type=chunk) [Mine Safety Disclosures](index=34&type=page&id=Item%204.%20Mine%20Safety%20Disclosures) The company has indicated that this section is not applicable for this reporting period - No mine safety disclosures were provided[137](index=137&type=chunk) [Other Information](index=34&type=page&id=Item%205.%20Other%20Information) The company reported no other information for this period - No other information was disclosed[138](index=138&type=chunk) [Exhibits](index=35&type=page&id=Item%206.%20Exhibits) The report includes certifications from the Chief Executive Officer and Chief Financial Officer as required by the Securities Exchange Act and the Sarbanes-Oxley Act - Filed exhibits include CEO and CFO certifications pursuant to Rule 13a-14(a) and 18 U.S.C. 1350 (Sarbanes-Oxley Act)[139](index=139&type=chunk)

Table of Contents 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 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________to_________ Commission File Number 000-23115 YUNHONG CTI LTD. (Exact name of registrant as specified in its charter) Illinois 36-2 ...