Attached files

file filename
EX-32 - EXHIBIT 32 - CTI INDUSTRIES CORPv434780_ex32.htm
EX-99 - EXHIBIT 99 - CTI INDUSTRIES CORPv434780_ex99.htm
EX-23.1 - EXHIBIT 23.1 - CTI INDUSTRIES CORPv434780_ex23-1.htm
EX-31.2 - EXHIBIT 31.2 - CTI INDUSTRIES CORPv434780_ex31-2.htm
EX-31.1 - EXHIBIT 31.1 - CTI INDUSTRIES CORPv434780_ex31-1.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

 

FORM 10-K

 

(Mark One)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
   
For the fiscal year ended December 31, 2015
 
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

 

CTI INDUSTRIES CORPORATION

(Exact name of Registrant as specified in its charter)

 

Illinois 36-2848943
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)  
   
22160 N. Pepper Road  
Lake Barrington, Illinois 60010
(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (847) 382-1000

 

Securities Registered pursuant to sections 12(b) of the Act:

 

Title of Each Class   Name of Each Exchange on Which Registered
     
Common Stock, No Par   NASDAQ Capital Market

 

Securities registered pursuant to Section 12(g) of the Act: None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨    No þ

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ¨    No þ

 

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 þ     No ¨

 

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes þ     No ¨

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  þ

 

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer ¨     Accelerated filer ¨    Non-accelerated filer ¨ Smaller Reporting Company  þ

 

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ¨     No þ

 

Based upon the closing price of $3.62 per share of the Registrant’s Common Stock as reported on NASDAQ Capital Market tier of The NASDAQ Stock Market on June 30, 2015, the aggregate market value of the voting common stock held by non-affiliates of the Registrant was then approximately $6,230,000. (The determination of stock ownership by non-affiliates was made solely for the purpose of responding to the requirements of the Form and the Registrant is not bound by this determination for any other purpose.)

 

The number of shares outstanding of the Registrant’s Common Stock as of March 1, 2016 was 3,371,504 (excluding treasury shares).

 

DOCUMENTS INCORPORATED BY REFERENCE

 

    Part of Form 10-K into Which
Document   Document Is Incorporated
     
Sections of the registrant’s Proxy Statement To be filed on or before April 30, 2016 for the Annual Meeting of Stockholders   Part III

 

 

 

 

TABLE OF CONTENTS

 

INDEX

 

FORWARD LOOKING STATEMENTS  
     
Part I    
     
Item No. 1 Description of Business 1
Item No. 1B Unresolved Staff Comments 15
Item No. 2 Properties 15
Item No. 3 Legal Proceedings 16
     
Part II    
     
Item No. 5 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 16
Item No. 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations 17
Item No. 7A Quantitative and Qualitative Disclosures Regarding Market Risk 28
Item No. 8 Financial Statements and Supplementary Data 28
Item No. 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 28
Item No. 9A Controls and Procedures 28
Item No. 9B Other Information 29
     
Part III    
     
Item No. 10 Directors and Executive Officers of the Registrant 29
Item No. 11 Executive Compensation 30
Item No. 12 Security Ownership of Certain Beneficial Owners and and Management and Related Stockholder Matters 30
Item No. 13 Certain Relationships and Related Transactions 30
Item No. 14 Principal Accounting Fees and Services 30
     
Part IV    
     
Item No. 15 Exhibits and Financial Statement Schedules 30

 

 

 

 

FORWARD-LOOKING STATEMENTS

 

This annual report 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 annual report. We disclaim any intent or obligation to update any forward-looking statements after the date of this annual report 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, our participation in highly competitive markets, potential changes in the cost or availability of raw materials, our dependence on a limited number of suppliers, the possible inability to obtain an adequate supply of raw materials, our reliance on a limited number of key customers, the loss of one or more of our key customers, changing consumer demands, developments or changes in technology, risks of international operations and political environments, dependence on our intellectual property, compliance with federal, state or local regulations, restrictions included in the Company’s credit facility, the availability of funds under the Company’s credit facility, damage to or destruction of one or both of the Company’s principal plants, our ability to service our indebtedness, our ability to invest in needed plant or equipment.

 

PART I

 

Item No. 1 – Description of Business

 

Business Overview

 

We develop, produce and distribute a number of consumer products and sell these products throughout the United States and in over 35 other countries, and we produce film products for commercial and industrial uses in the United States. Many of our products utilize flexible films and, for a number of years, we have been a leading developer of innovative products which employ flexible films including novelty balloons, pouches and rolls of film for vacuum sealing and storage of products in the home and films for commercial packaging applications.

 

Our principal lines of products include:

 

Novelty Products consisting principally of foil and latex balloons and other inflatable toy items, and also Candy Blossoms (small containers of arranged candy items, often including a small inflated balloon.)

 

 1 

 

 

Vacuum Sealing Containers and Sealing Devices for home and consumer use to vacuum seal, store and preserve food and personal items.

 

Flexible Films for food and other commercial and packaging applications.

 

We leverage our technology to design and develop proprietary products which we market and sell and which we develop for our customers. We have been engaged in the business of developing flexible film products for 40 years and have acquired significant technology and know-how in that time. We currently hold several patents, and have patent applications pending, relating to flexible film products including specific films, zipper closures, valves and other features of these products.

 

We print, process and convert flexible film into finished products and we produce latex balloons and novelty items. Our principal production processes include:

 

·Coating and laminating rolls of flexible film. Generally, we adhere polyethylene film to another film such as nylon or polyester.

 

·Printing film and latex balloons. We print both plastic and latex films, with a variety of graphics, for use as packaging film or for balloons.

 

·Converting printed film to balloons.

 

·Converting film to flexible containers.

 

·Producing latex balloons and other latex novelty items.

 

·Assembly and inflation of novelty products and balloons.

 

In 1978, we began manufacturing metalized balloons (often referred to as "foil" balloons), which are balloons made of a base material (usually nylon or polyester) often having vacuum deposited aluminum and polyethylene coatings. These balloons remain buoyant when filled with helium for much longer periods than latex balloons and permit the printing of graphic designs on the surface. In 1985, we began marketing latex balloons and, in 1988, we began manufacturing latex balloons. In 1999, we acquired an extrusion coating and laminating machine and began production of coated and laminated films, which we have produced since that time.

 

For more than 20 years, we have been engaged in the production of flexible containers for the storage of liquids, food products, household goods and other items, and in the coating, laminating and printing of flexible films for our novelty and container products and for the production of laminated and printed films we supply to others.

 

We market and sell our foil and latex balloons and related novelty items throughout the United States and in a number of other countries in Latin America and Europe. We supply directly to retail stores and chains and through distributors, who in turn sell to retail stores and chains. Our balloon and novelty products are sold to consumers through a wide variety of retail outlets including general merchandise, discount and drugstore chains, grocery chains, card and gift shops, and party goods stores, as well as through florists and balloon decorators.

 

 2 

 

 

Most of our foil balloons contain printed characters, designs and social expression messages, such as “Happy Birthday,” “Get Well” and similar items. For a number of our balloon designs, we obtain licenses for well-known characters and print those characters and messages on our balloons.

 

We produce flexible containers and rolls of film for use as flexible containers in a variety of applications, including (i) zippered pouches with valves for vacuum sealing of food and household products and (ii) pouches and rolls of film for use with vacuum sealing machines to vacuum seal, store and protect food and household items. We market and sell flexible containers and rolls of film for consumer storage uses through retail chains and outlets throughout the United States, and we provide flexible containers to others for resale. We market and sell vacuum sealing machines for use with pouches and rolls of film for the vacuum storage of food and household products.

 

We provide laminated films and printed films to customers who utilize the film to produce bags or pouches for the packaging of food, liquids and other items.

 

Commencing in 2014, we began assembling and producing Candyloons and Candy Blossoms - containers including candy items and air-inflated balloons - which we market to food store chains. Since 2014, we have distributed home container and organizing products, some of which we produce, to and through a related entity which distributes those products through a network of independent distributors in the United States. In 2015, we commenced the distribution of party goods in Mexico.

 

In 2015, our revenues from our product lines, as a percent of total revenues were:

 

· Novelty Products 59% of revenues
· Vacuum Sealing Containers and Devices 22% of revenues
· Film Products 8% of revenues
· Other Products 11% of revenues

 

We are an Illinois corporation with our principal offices and plant at 22160 N. Pepper Road, Lake Barrington, Illinois.

 

Business Strategies and Developments

 

Our business strategies, and recent developments related to our business, include:

 

·Focus on our Core Assets and Expertise. We have been engaged in the development, production and sale of film and container products for 40 years and have developed assets, technology and expertise which, we believe, enable us to develop, manufacture, purchase, market and sell innovative products of high quality within our areas of knowledge and expertise. We plan to focus our efforts on these core assets and areas of expertise – film novelty products, consumer vacuum storage systems, specialty film products, container products, laminated films and printed films – to develop new products, to market and sell our products and to build our revenues.

 

 3 

 

 

·Maintain a Focus on Margin Levels and Operating Costs in Order to Establish and Maintain Profitability. We consistently monitor, evaluate and manage our cost of goods sold, and our selling, general and administrative, expenses in order to establish and enhance profitability.

 

·Develop New Products, Product Improvements and Technologies. We engage in research, design, innovation and development for the purpose of developing, and improving, products, materials, methods and technologies within our core product categories. We work to develop and identify new products, to improve existing products and to develop new technologies within our core product areas in order to enhance our competitive position and increase our sales. We seek to leverage our technology to develop innovative and proprietary products. In our novelty product lines, our development work includes new designs, new character licenses, new product developments, new materials and improved production methods. In our consumer storage product lines, we have developed new pouch closure systems and valves and new film methods for packaging applications. We have received seven patents for these developments and have patent applications pending. We developed and introduced a line of resealable pouches with a valve and pump system for household storage and vacuum sealing of food items. We introduced a line of vacuum sealing equipment for the vacuum sealing of pouches for food and household items and are engaged in development efforts to create new and enhanced vacuum sealing machines, accessories and related products. We work with customers to develop custom film products which serve the unique needs or requirements of the customer.

 

·Develop New Channels of Distribution and New Sales Relationships. In order to increase sales, we seek to develop new channels of distribution and new sales relationships, both for existing and new products. Over the past several years, we have developed new distributors and customers for our pouch and novelty products, in the United States and in Europe, Mexico, Latin America and Australia, expanding the scope and level of our international sales and activities. We established an office and warehouse in Germany to support the extension of our sales and fulfillment activities in Europe. During 2011, we entered into a Trademark License Agreement with S.C. Johnson & Son under which SC Johnson licensed our company to use the Ziploc® Brand Vacuum Sealer System for home use with vacuum sealing machines to seal and store food and household items. This Agreement was renewed and extended for an additional three-year term in December 2014. We market and sell these machines and pouches throughout the United States, Canada and Mexico. During the past three years, we developed a relationship with a related company engaged in the sale of home containers and organization products and have become a supplier of products, some of which we produce, to that company. During 2015, we became a distributor in Mexico for a major party goods company.

 

 4 

 

 

·Enhance Our Productive Capacity. We invest in new plant and equipment when appropriate to expand the range and volume of products we produce. During 2008 and 2009, we acquired, installed and commenced operation of equipment which enabled us to produce the pouches and rolls of film for our vacuum sealing storage business we developed. During 2010 and 2011, we designed, assembled and installed latex balloon production equipment which significantly enhanced our production capacity for latex balloons to support our growing sales of this product line. We significantly expanded our warehouse, packaging and fulfillment facilities and operations during 2013. During the first quarter of 2014, we acquired printing equipment which almost doubled printing capacity to support our growing sales of foil balloons. We have acquired and installed a new latex balloon production machine in Mexico which has become operational in March 2016; this machine will enhance our latex balloon production capacity by approximately 30%.

 

Products

 

Foil Balloons. We have designed, produced and sold foil balloons since 1979 and, we believe, are the second largest manufacturer of foil balloons in the United States. Currently, we produce about 900 foil balloon designs, in different shapes and sizes, including the following:

 

·Superloons® - 17" and 18" foil balloons in round or heart shape, generally made to be filled with helium and remain buoyant for long periods. This is our predominant foil balloon size.

 

·Ultraloons® - 31" jumbo foil balloons made to be filled with helium and remain buoyant for an extended time.

 

·Miniloon®- 9" foil balloons made to be air-filled and sold on holder-sticks or for use in decorations.

 

·Card-B-Loons®- 4 ½" air-filled foil balloons, often sold on a stick, used in floral arrangements or with a container of candy.

 

·Shape-A-Loons® - 18" to 48" shaped foil balloons made to be filled with helium.

 

·Minishapes - 11" to 16" small shaped foil balloons designed to be air filled and sold on sticks as toys or inflated characters.

 

In addition to size and shape, a principal element of the Company's foil balloon products is the printed design or message contained on the balloon. These designs include figures and licensed characters many of which are well known. We maintain licenses for several well-known characters.

 

During 2014, we began assembling small containers of with candy items and air-filled balloons – Candy Blossoms and Candyloons – which we market and sell to chain stores.

 

 5 

 

 

Latex Balloons. Through our subsidiary in Guadalajara, Mexico, Flexo Universal, S. de R.L. de C.V. (“Flexo Universal”), we manufacture latex balloons in 17 sizes and 62 colors. Many of these balloons are marketed under the name Partyloons® and balloons are also marketed on a private label basis. We also manufacture toy balloon products including punch balls, water bombs and "Animal Twisties."

 

Vacuum Sealing Pouches and Systems. We produce, market and sell consumer vacuum storage pouches and systems for the vacuum storage of food and other household items. We produce (i) vacuum sealable bags and rolls of film for use with vacuum sealing devices for household storage and (ii) valved, resealable bags also for vacuum storage uses. Our valved, resealable bags function with a small hand or battery-powered pump to evacuate air from the bag when it is sealed. Since 2012, we have produced and marketed vacuum sealable bags and rolls of film under the Ziploc® brand. We also market vacuum sealing machines, produced for us, under the Ziploc® Brand Vacuum Sealer System. We have produced and marketed a line of valved, resealable bags under our Zipvac™ line. This year, we are introducing a line of valved, resealable bags, including a line of vacuum sealing canisters to be sold under the brand Clever Fresh™ by Clever Container Company.

 

Packaging Films and Custom Film Products. We produce and sell films that are utilized for the packaging of various products, principally food products. We laminate, extrusion coat and print films and sell them to customers who utilize the films for packaging applications. Our customers generally use these film products to convert them to bags or pouches for the packaging of food and other products. We develop and produce for customers unique products composed of flexible film.

 

Other Products. We now distribute, and to some degree produce, home organization and container products for Clever Container Company, an entity consolidated with our company as a variable interest entity, which engages in the direct sale of such products through a network of independent distributors. Also, in 2015, we began to distribute party goods in Mexico.

 

Markets

 

Foil Balloons

 

The foil balloon came into existence in the late 1970s. During the 1980s, the market for foil balloons grew rapidly. Initially, the product was sold principally to individual vendors, small retail outlets and at fairs, amusement parks, shopping centers and other outdoor facilities and functions. Foil balloons remain buoyant when filled with helium for extended periods of time and they permit the printing and display of graphics and messages. As a result, the product has significant appeal as a novelty and message item. Foil balloons became part of the "social expression" industry, carrying graphics designs, characters and messages like greeting cards. In the mid-1980s, we and other participants in the market began licensing character and cartoon images for printing on the balloons and directed marketing of the balloons to retail outlets including grocery, general merchandise, discount and drug store chains, card and gift shops, party goods stores as well as florists and balloon decorators. These outlets now represent the principal means for the sale of foil balloons throughout the United States and in a number of other countries, although individual “vendors” remain a significant means of distribution in a number of areas.

 

 6 

 

 

Foil balloons are now sold in virtually every region of the world. The United States, however, remains the largest market for these products.

 

Foil balloons are sold in the United States and foreign countries directly by producers to retail outlets and through distributors and wholesalers. Often the sale of foil balloons by the wholesalers/distributors is accompanied by related products including latex balloons, floral supplies, candy containers, mugs, plush toys, baskets and a variety of party goods.

 

Latex Balloons

 

For a number of years, latex balloons and related novelty/toy latex items have been marketed and sold throughout the United States and in many other countries. Latex balloons are sold as novelty/toy items, for decorative purposes, as part of floral designs and as party goods and favors. In addition to standard size and shape balloons, inflatable latex items include punch balls, water bombs, balloons to be twisted into shapes, and other specialty designs. Often, latex balloons include printed messages or designs.

 

Latex balloons are sold principally in retail outlets, including party goods stores, general merchandise stores, discount chains, gift stores and drugstore chains. Latex balloons are also purchased by balloon decorators and floral outlets for use in decorative or floral designs. Printed latex balloons are sold both in retail outlets and for balloon decoration purposes including floral designs.

 

Latex balloons are sold both through distributors and directly to retail outlets by the producers.

 

Flexible Containers/Pouches

 

The market for flexible containers and pouches is large and diverse. Many companies engaged in the production of food items package their products in flexible containers or pouches, and, therefore, represent a market for these containers.

 

Flexible containers and pouches are sold and utilized in the consumer market in numerous forms. They include simple open-top plastic bags, resealable bags and zippered bags. The market also includes containers and pouches of special design or purpose, including vacuumable bags for storage of food or household items or commercial uses.

 

We participate in a segment of the market for vacuum sealing and storage of food and household items. These products generally are sold in retail chain stores, and to some degree, in grocery stores. The product lines sold include (i) zippered, resealable bags, incorporating a valve through which air can be evacuated by a hand pump or other device; (ii) pouches or rolls of film which can be sealed by vacuum sealing devices and (iii) vacuum sealing devices.

 

 7 

 

 

Printed and Specialty Films

 

The industry and market for printed and specialty films are fragmented and include many participants. There are hundreds of manufacturers of printed and specialty film products in the United States and in other markets. In many cases, companies who provide food and other products in film packages also produce or process the films used for their packages. The market for the Company's film products consists principally of companies who utilize the films for the packaging of their products, including food products and other items, usually by converting the film to a flexible container.

 

Marketing, Sales and Distribution

 

Balloon Products

 

We market and sell our foil balloon, latex balloon and related novelty products throughout the United States and in a number of other countries. We maintain marketing, sales and support staff and a customer service department in the United States. Sales in the United Kingdom are conducted by CTI Balloons Ltd. (“CTI Balloons”), the Company's subsidiary located in Rugby, England. Sales in Europe are conducted by CTI Europe GmbH (“CTI Europe”), the Company’s subsidiary located in Heusenstamm, Germany. Flexo Universal, our subsidiary in Mexico, conducts sales and marketing activities for the sale of balloon products in Mexico, Latin America, and certain other markets. Sales in other foreign countries are made generally to distributors in those countries and are managed at the Company's principal offices.

 

We sell and distribute our balloon products (i) by our employed staff of sales and customer service personnel in the United States, Mexico, the UK and Germany, (ii) through a network of distributors and wholesalers in the United States, Mexico, the UK and Europe, (iii) through several groups of independent sales representatives, and (iv) to retail chains. Our balloon products are generally sold through retail outlets including grocery, general merchandise and drug store chains, card and gift shops, party goods stores as well as florists and balloon decorators.

 

We engage in a variety of advertising and promotional activities to promote the sale of our balloon products. We produce a complete catalog of our balloon products, and also prepare various flyers and brochures for special or seasonal products, which we disseminate to thousands of customers, potential customers and others. We participate in several trade shows for the gift, novelty, balloon and other industries and advertise in several trade and other publications.

 

Flexible Containers/Pouches

 

We market several lines of flexible containers or pouches for household use to vacuum seal, store and preserve food and other household items.

 

 8 

 

 

We developed and, for several years, we have produced and sold a line of pouches and rolls of film for use with vacuum sealing machines to vacuum seal food and household items. Initially, we marketed these products through various retail channels under our brand or on a private label basis. On December 14, 2011, the Company entered into a Trademark License Agreement with SC Johnson under which the Company is licensed to manufacture and sell a line of vacuum sealing machines and pouches under the Ziploc® Brand Vacuum Sealer System. The agreement was initially for a three year term expiring on December 31, 2014 and was extended for a term commencing on January 1, 2015 and extending to December 31, 2017. The licensed product line includes vacuum sealing machines manufactured for the Company and pouches and rolls manufactured by the Company for use in the home to vacuum seal food items to preserve freshness and help prevent freezer burn.

 

During 2007, we introduced a line of re-sealable pouches incorporating a valve permitting the evacuation of air from the sealed pouch by use of a hand pump supplied with the pouches. This line of products is marketed under the brand name ZipVac®. We market this line of products principally to a direct sales company. We are introducing a line of resealable pouches and of vacuum sealable canisters under the brand Clever Fresh™ which we will provide to Clever Container Company for sale and distribution by them.

 

Printed and Specialty Films

 

We market and sell printed and laminated films directly and through independent sales representatives throughout the United States. We sell laminated and printed films to companies that utilize these films to produce packaging for a variety of products, including food products, in both solid and liquid form, such as cola syrup, coffee, juices and other items. We seek to identify and maintain customer relationships in which we provide added value in the form of technology or systems.

 

Production and Operations

 

We conduct our operations at our facilities including: (i) our 68,000 square feet facility in Lake Barrington, Illinois, incorporating our headquarters office, production and warehouse space, (ii) our 118,000 square foot facility in Lake Zurich, Illinois consisting of warehouse, packaging and office space (iii) a 73,000 square foot facility in Guadalajara, Mexico, consisting of office, warehouse and production space, (iv) a 9,000 square foot facility in Rugby, England consisting of office and warehouse space, (v) a 3,000 square foot facility in Heusenstamm, Germany, consisting of office and warehouse space and (vi) a 6,000 square foot facility in Heusenstamm, Germany consisting of office and warehouse space.

 

We conduct production operations at our plants in Lake Barrington, Illinois and Guadalajara, Mexico. At our plants, our production operations include (i) lamination and extrusion coating of films, (ii) slitting of film rolls, (iii) printing on film and on latex balloons, (iv) converting film to completed products including balloons, flexible containers and pouches, and (v) production of latex balloon products. We perform all of the lamination, extrusion coating and slitting activities in our Lake Barrington, Illinois plant and produce all of our latex balloon products at our Guadalajara, Mexico plant. We print on films in Lake Barrington, Illinois and we print on latex balloons in Guadalajara, Mexico.

 

 9 

 

 

We warehouse raw materials at our plants in Lake Barrington, Illinois and Guadalajara, Mexico and we warehouse finished goods at our facilities in Lake Barrington, Illinois; Lake Zurich, Illinois; Guadalajara, Mexico; Rugby, England and Heusenstamm, Germany. We maintain customer service and fulfillment operations at each of our warehouse locations. We conduct sales operations for the United States and for all other markets, except those handled by our Mexico, Germany and England facilities, at the Lake Barrington, Illinois facility. Sales for Mexico and Latin America are handled at our Guadalajara, Mexico facility; sales for the United Kingdom are handled at our Rugby, England facility; sales for Europe are conducted from our facilities in Heusenstamm, Germany.

 

We maintain a graphic arts and development department at our Lake Barrington, Illinois facility which designs our balloon products and graphics. Our creative department operates a networked, computerized graphic arts system for the production of these designs and of printed materials including catalogues, advertisements and other promotional materials.

 

We conduct administrative and accounting functions at our headquarters in Lake Barrington, Illinois and at our facilities in Guadalajara, Mexico, Rugby, England and Heusenstamm, Germany.

 

Raw Materials

 

The principal raw materials we use in manufacturing our products are (i) petroleum or natural gas-based films, (ii) petroleum or natural gas-based resin, (iii) latex, and (iv) printing inks. The cost of raw materials represents a significant portion of the total cost of our products, with the result that fluctuations in the cost of raw materials have a material effect on our profitability. The cost of our raw materials represented approximately 41.5% of our net revenues in 2015 compared to 41.7% in 2014. During the past several years, we have experienced significant fluctuations in the cost of these raw materials. We do not have any long-term agreements for the supply of raw materials and may experience wide fluctuations in the cost of raw materials in the future. Further, although we have been able to obtain adequate supplies of raw materials in the past, there can be no assurance that we will be able to obtain adequate supplies of one or more of our raw materials in the future.

 

A principal raw material for our latex balloon is natural latex. Over the past five years, the price of natural latex has been highly volatile, ranging from a low of approximately $2.15 per kilo to a high of $5.75 per kilo. During a portion of that time, when the price of latex rose rapidly, we were unable to increase the selling price of our latex balloons sufficiently to compensate for the increase in the cost of latex with the result that our margins on the sale of latex balloons declined significantly for a period of time. Over the past 3 years, the market price of natural latex has declined and our margins on the sale of latex balloon products have improved. However, the price of natural latex remains volatile and changes in the cost of latex may have a material effect on our gross margins for latex balloon products in the future.

 

Many of the foil balloons we produce and sell are intended to be filled with helium in order to be buoyant. Over the past several years, the price of helium has increased substantially and the availability of helium has, on occasion, been limited. Limited availability and the increase in the cost of helium may adversely affect our sales of foil balloons in the future.

 

 10 

 

 

Information Technology Systems

 

Our corporate headquarters in Lake Barrington, Illinois and our warehouse / customer service facility in Lake Zurich, Illinois are serviced by PC-based local area networks. We interconnect the facilities via redundant voice and data services. Access to the network is available to all appropriate employees and is secured through nine Microsoft servers running Active Directory authentication. The network allows us to leverage printing resources, create shared file areas for cross-departmental functions and allows for a single source backup of critical business files. On the network we run Macola financial system software. Macola is a modular software system. We presently use the general ledger, order entry, inventory management, purchase order, manufacturing costing, controls and inventory controls, electronic data exchange and custom report writing modules of that system. Internal and external employee communications are handled by industry standard Microsoft Exchange email, allowing us to communicate with customers and vendors all over the world. We also provide secure, firewall protected, load balanced and redundant internet connections allowing employees to use e-mail, research issues, support customers and securely move data. Secure VPN connectivity is provided to our mobile and remote employees. A phone system located in Lake Barrington, and a phone system located in Lake Zurich, operate together to provide unified voice communications between both sites as well as for outside calls. These two phone systems are capable of operating independently should there be a failure at either site.

 

At each of our Mexico, England and Germany facilities, we operate server computers and local area networks, accessible to employees at those facilities. At each of those facilities, we operate separate integrated financial, order entry and inventory management systems.

 

Competition

 

The balloon and novelty industry is highly competitive, with numerous competitors. We believe there are presently five principal manufacturers of foil balloons whose products are sold in the United States including Anagram International, Inc., Pioneer Balloon Company, Convertidora International S.A. de C.V., and Betallic, LLC. Several companies market and sell foil balloons designed by them and manufactured by others for them.

 

We believe there are approximately five manufacturers of latex balloons whose products are sold in the United States (including Pioneer Balloon and Globos Occidental) and numerous others whose products are sold in other countries.

 

We also compete with other manufacturers of foil and latex balloons in Europe, Latin America and Asia.

 

Our company competes principally in the United States and Canada for the sale of vacuum sealing products. There are a number of companies who compete in those markets, principally Jarden Corporation, which was recently acquired by Newell Rubbermaid, Inc.

 

 11 

 

 

The market for films, packaging, flexible containers and custom products is fragmented, and competition in this area is difficult to gauge. However, there are numerous participants in this market and the Company can expect to experience intense quality and price competition.

 

Many of the companies in these markets offer products and services that are the same or similar to those offered by us and our ability to compete depends on many factors within and outside our control. There are a number of well-established competitors in each of our product lines, several of which possess substantially greater financial, marketing and technical resources and have established extensive, direct and indirect channels of distribution for their products and services. As a result, such competitors may be able to respond more quickly to new developments and changes in customer requirements, or devote greater resources to the development, promotion and sale of their products and services than we can. Competitive pressures include, among other things, price competition, new designs and product development and copyright licensing.

 

Patents, Trademarks and Copyrights

 

We have developed or acquired a number of intellectual property rights which we believe are significant to our business.

 

Copyright Licenses. We maintain licenses on certain popular characters and designs for our balloon products. We presently maintain a number of licenses and produce balloon designs utilizing the characters or designs covered by the licenses. Licenses are generally maintained for a one or two-year term.

 

Trademarks. We own ten registered trademarks in the United States relating to our balloon products. Many of these trademarks are registered in foreign countries, principally in the European Union.

 

Patent Rights. We own, or have license rights under, or have applied for, patents related to our balloon products, certain film products and certain flexible container products. These include (i) ownership of two patents, relating to self-sealing valves for foil balloons and methods of making balloons with such valves, (ii) several foil balloon design patents, (iii) patents and applications related to the design and structure of, and method of, inserting and affixing, zipper-closure systems in a bag, (iv) patents related to one-way valves for pouches, (v) a patent related to methods of embossing film and utilizing such film to produce pouches with fitments, (vi) a patent related to vacuumable storage bags with fitments, and (vii) a patent application related to vacuum sealing equipment.

 

Research and Development

 

We maintain a product development and research group for the development or identification of new products, product designs, product components and sources of supply. Research and development includes (i) creative product development and design, (ii) creative marketing, and (iii) engineering development. During each of the fiscal years ended December 31, 2015 and 2014, we estimate that the total amount spent on research and development activities was approximately $633,000 and $633,000, respectively.

 

 12 

 

 

Employees

 

As of December 31, 2015, the Company had 106 full-time employees in the United States, of whom 19 are executive or supervisory, 4 are in sales, 62 are in manufacturing or warehouse functions and 21 are clerical. As of that same date, we had 18 full-time employees in England, of whom 4 are executive or supervisory, 4 are in sales, 9 in warehousing and one clerical. At Flexo Universal, our Mexico subsidiary, as of December 31, 2015, we had 326 full-time employees, of whom 6 are executive or supervisory, 4 are in sales, 307 are in manufacturing and 9 are clerical. As of December 31, 2015, the Company had 6 full-time employees in Germany, of whom one is executive or supervisory, 2 are in warehousing and 3 are clerical. The Company is not a party to any collective bargaining agreement in the United States, has not experienced any work stoppages, and believes that its relationship with its employees is satisfactory.

 

Regulatory Matters

 

Our manufacturing operations in the United States are subject to the U.S. Occupational Safety and Health Act ("OSHA"). We believe we are in material compliance with OSHA. The Company generates liquid, gaseous and solid waste materials in its operations in Lake Barrington, Illinois and the generation, emission or disposal of such waste materials are, or may be, subject to various federal, state and local laws and regulations regarding the generation, emission or disposal of waste materials. We believe we are in material compliance with applicable environmental rules and regulations. Several states have enacted laws limiting or restricting the release of helium filled foil balloons. We do not believe such legislation will have any material effect on our operations.

 

In August 2012, the U.S. Securities and Exchange Commission (SEC) issued a rule under Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act requiring companies to publicly disclose their use of conflict minerals that originated in the Democratic Republic of the Congo (DRC) or an adjoining country. Under the rule, issuers are required to conduct a reasonable country of origin inquiry and, if necessary, exercise due diligence process to ascertain the source of conflict minerals, defined as tantalum, tin, gold or tungsten, that are necessary to the functionality or production of their manufactured or contracted to be manufactured products. Companies are required to provide this disclosure on a new form to be filed with the SEC called Form SD. Companies were required to file Form SD on May 31, 2014 for the 2013 calendar period and annually on May 31 every year thereafter. The Company filed Form SD on May 29, 2015.

 

International Operations

 

We conduct operations in three locations outside of the United States:

 

·Flexo Universal, a 99%-owned subsidiary in Guadalajara, Mexico. Flexo Universal maintains a plant, offices and warehouse in Guadalajara, Mexico where we produce latex and foil balloons and print latex balloons. Flexo Universal conducts sales, warehousing and fulfillment operations, servicing principally the Company and other customers in the United States, our subsidiaries in the United Kingdom and Europe, customers in Mexico and Latin America and certain customers in Europe.

 

 13 

 

 

·CTI Balloons, a wholly-owned subsidiary located in Rugby, England. CTI Balloons maintains offices and a warehouse in Rugby, conducts certain packaging and inflation activities there and conducts sales, warehousing and fulfillment activities for customers principally in the United Kingdom.

 

·CTI Europe, a majority-owned subsidiary located in Heusenstamm, Germany. CTI Europe maintains offices and a warehouse in Heusenstamm, Germany (near Frankfurt), conducts certain packaging and inflation activities there and conducts sales, warehousing and fulfillment activities for customers principally in Europe.

 

We rely, and are dependent, on our operations in Mexico for the supply of latex balloons in the United States, Mexico, Europe and other markets. Interruption of that supply would have a materially adverse effect on the business of the Company.

 

Our domestic and international sales to outside customers and assets by area over the period 2014-2015 have been as follows:

 

   United States   United Kingdom
(UK)
   Europe
(Excluding
UK)
   Mexico   Consolidated 
Year ended 12/31/15                         
Sales to outside customers  $46,520,000   $2,207,000   $1,530,000   $9,108,000   $59,365,000 
Total Assets  $30,772,000   $1,791,000   $1,562,000   $7,680,000   $41,805,000 

 

   United States   United Kingdom
(UK)
   Europe
(Excluding
UK)
   Mexico   Consolidated 
Year ended 12/31/14                         
Sales to outside customers  $42,896,000   $2,497,000   $1,592,000   $10,843,000   $57,828,000 
Total Assets  $33,026,000   $1,048,000   $1,457,000   $7,516,000   $43,047,000 

 

Available Information

 

We maintain our corporate website at www.ctiindustries.com and we make available, free of charge, through this website our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports that we file with, or furnish to, the Securities and Exchange Commission (“SEC”), as soon as reasonably practicable after we electronically file that material with, or furnish it to, the SEC. You may also read and copy material filed by us with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549, and you may obtain information on the operation of the Public Reference Room by calling the SEC in the U.S. at 1-800-SEC-0330. In addition, the SEC maintains an Internet website, www.sec.gov, that contains reports, proxy and information statements and other information that we file electronically with the SEC. Our website also includes corporate governance information, including our Code of Ethics and our Coard Committee Charters. The information contained on our website does not constitute a part of this report.

 

 14 

 

 

Item No. 1B Unresolved Staff Comments

 

As of the filing of this Annual report on Form 10-K, we had no unresolved comments from the staff of the Securities and Exchange Commission that were received not less than 180 days before the end of our 2015 fiscal year.

 

Item No. 2 – Properties

 

We own our principal plant and offices located in Lake Barrington, Illinois, approximately 45 miles northwest of Chicago, Illinois. The facility includes approximately 68,000 square feet of office, manufacturing and warehouse space. This facility is subject to a mortgage loan with an initial principal of $2,300,000 as of April 29, 2010, having a term of approximately 7 years, with payments amortized over 25 years. The balance due on this loan on July 18, 2017 will be $1,664,000.

 

In September 2012, we entered into a lease agreement, expiring on February 28, 2017 to rent approximately 117,000 square feet of warehouse and office space in Lake Zurich, Illinois at a cost per month as follows:

 

Lease period  Amount per month 
March 1, 2013 – October 31, 2013  $25,000 
November 1, 2013 – October 31, 2014   28,000 
November 1, 2014 – October 31, 2015   30,000 
November 1, 2015 – October 31, 2016   33,000 
November 1, 2016 – February 28, 2017   36,000 

 

In August 2015, CTI Balloons, entered into a 5-year lease agreement for approximately 9,000 square feet of office and warehouse space in Rugby, England at a cost of $6,000 per month. This facility is utilized to warehouse balloon products and to manage and service the Company's operations in England.

 

In August 2011, Flexo Universal entered into a 5-year lease agreement, expiring July 31, 2016, for the lease of approximately 73,000 square feet of manufacturing, warehouse and office space in Guadalajara, Mexico at a cost of $30,000 per month.

 

In September 2012, CTI Europe entered into a 3-year lease agreement for a facility located in Heusenstamm, Germany located approximately 15 miles from Frankfurt International Airport. The facility includes approximately 3,000 square feet of office and warehouse space at a cost of $2,000 per month. The lease automatically renews each September for an additional year. Additionally, in February 2015, CTI Europe entered into a 5-year lease agreement for a facility of approximately 6,000 square feet of office and warehouse space located in Heusenstamm, Germany at a cost of $5,000 per month.

 

 15 

 

 

We believe that our properties have been adequately maintained, are in generally good condition and are suitable for our business as presently conducted. We believe our existing facilities provide sufficient production capacity for our present needs and for our presently anticipated needs in the foreseeable future. We also believe that, with respect to leased properties, upon the expiration of our current leases, we will be able to either secure renewal terms or to enter into leases for alternative locations at market terms.

 

Item No. 3 – Legal Proceedings

 

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.

 

PART II

 

Item No. 5 – Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 

Market Information

 

The Company's Common Stock was admitted to trading on the NASDAQ SmallCap Market (now the NASDAQ Capital Market) under the symbol CTIB on November 5, 1997.

 

The high and low sales prices for the last eight fiscal quarters according to the NASDAQ Stock Market's Stock Price History Report, were:

 

   High   Low 
January 1, 2014 to March 31, 2014   5.99    5.35 
April 1, 2014 to June 30, 2014   5.71    4.57 
July 1, 2014 to September 30, 2014   4.70    3.70 
October 1, 2014 to December 31, 2014   4.30    3.52 
January 1, 2015 to March 31, 2015   4.27    3.64 
April 1, 2015 to June 30, 2015   4.29    3.50 
July 1, 2015 to September 30, 2015   3.92    3.15 
October 1, 2015 to December 31, 2015   5.12    3.56 

 

As of December 31, 2015 there were approximately 33 holders of record of the Company’s Common Stock. The Company’s total number of beneficial owners of common stock of the Company is approximately 510.

 

The Company did not pay any cash dividends on its Common Stock during 2015 or 2014. Under the terms of the Company’s current loan agreements, the amount of dividends the Company may pay is limited by the terms of the financial covenants.

 

 16 

 

 

Item No. 7 – Management's Discussion and Analysis of Financial Condition and Results of Operations

 

Overview

 

The Company produces film products for novelty, packaging container and custom film product applications. These products include foil balloons, latex balloons and related latex toy products, films for packaging applications, flexible containers for packaging and storage applications and custom film products. We produce all of our film products for packaging and container applications at our facilities in Lake Barrington, Illinois. We produce all of our latex balloons and latex products at our facility in Guadalajara, Mexico. Substantially all of our film products for packaging applications and flexible containers for packaging and storage are sold to customers in the United States. We market and sell our novelty items – principally foil balloons and latex balloons – in the United States, Mexico, the United Kingdom and a number of additional countries.

 

Our revenues from each of our product categories in each of the past two years have been as follows:

 

   (000 Omitted) 
   $   % of   $   % of 
Product Category  2015   Net Sales   2014   Net Sales 
                 
Foil Balloons   25,187    43%   24,932    43.1%
                     
Latex Balloons   9,739    16%   11,576    20.0%
                     
Vacuum Sealing Products   13,206    22%   13,106    22.7%
                     
Film Products   4,523    8%   4,806    8.3%
                     
Other   6,710    11%   3,408    5.9%
                     
Total   59,365    100.0%   57,828    100.0%

 

Our primary expenses include the cost of products sold and selling, general and administrative expenses.

 

Cost of products sold primarily consists of expenses related to raw materials, labor, quality control and overhead expenses such as supervisory labor, depreciation, utilities expense and facilities expense directly associated with production of our products, warehousing and fulfillment expenses and shipping costs relating to the shipment of products to customers. Cost of products sold is impacted by the cost of the raw materials used in our products, the cost of shipping, along with our efficiency in managing the production of our products.

 

 17 

 

 

Selling, general and administrative expenses include the compensation and benefits paid to our employees, all other selling expenses, marketing, promotional expenses, travel and other corporate administrative expenses. These other corporate administrative expenses include professional fees, depreciation of equipment and facilities utilized in administration, occupancy costs, communication costs and other similar operating expenses. Selling, general and administrative expenses can be affected by a number of factors, including staffing levels and the cost of providing competitive salaries and benefits, the cost of regulatory compliance and other administrative costs.

 

Purchases by a limited number of customers represent a significant portion of our total revenues. In 2015, sales to our top 10 customers represented 65.6% of net revenues. During 2015, there were two customers to whom our sales represented more than 10% of net revenues.

 

Our principal customer sales for 2015 and 2014 were:

 

Customer  Product  2015 Sales   % of
2015
Revenues
   2014 Sales   % of
2014
Revenues
 
Dollar Tree Stores  Balloons  $15,973,000    26.9%  $15,131,000    26.2%
Wal-Mart  Vacuum Sealing Products; Balloons  $9,158,000    15.4%  $7,947,000    13.7%

 

The loss of one or both of these principal customers, or a significant reduction in purchases by one or both of them, could have a material adverse effect on our business.

 

We generally do not have agreements with our customers under which customers are obligated to purchase any specific or minimum amount of product from us.

 

 18 

 

 

Results of Operations

 

The following table sets forth selected results of our operations expressed as a percentage of net sales for the years ended December 31, 2015 and 2014. Our results of operations for the periods described below are not necessarily indicative of results of operations for future periods.

 

   Year ended December 31, 
   2015   2014 
         
Net sales   100.0%   100.0%
Costs and expenses:          
Cost of products sold   72.5    75.4 
Operating Expenses   22.8    21.8 
           
Income from operations   4.7    2.8 
Interest expense   (2.5)   (1.9)
Other income   0.0    0.0 
           
Income before income taxes   2.2    0.9 
Provision for income taxes   0.6    0.3 
           
Net profit   1.8%   0.9%

 

Year Ended December 31, 2015 Compared to Year Ended December 31, 2014

 

Net Sales

 

For the fiscal year ended December 31, 2015, consolidated net sales from the sale of all products were $59,365,000 compared to consolidated net sales of $57,828,000 for the year ended December 31, 2014, an increase of 2.7%.

 

Sales of foil balloons were $24,932,000 in 2014 and $25,187,000 in 2015, an increase of 1%. Our largest customer for foil balloons was Dollar Tree Stores. The remaining sales were made to nearly 900 customers including distributors and retail stores or chains in the United States, Mexico, the United Kingdom, Europe and Latin America. Sales to these other customers decreased by 4.7% from $10,184,000 in 2014 to $9,704,000 in 2015. We experienced some decline in the Dollar volume of sales of foil balloons in Europe and Mexico as the result of the decline in the value of the Mexican Peso and the Euro.

 

Sales of latex balloons were $11,576,000 in 2014 and $9,739,000 in 2015, a decrease of 15.9%. The decline is attributable to: (i) a single large sale in the first quarter of 2014 in excess of $465,000, not repeated in 2015, (ii) a decline in sales of $300,000 to a customer of Flexo Universal, our Mexico subsidiary, and (iii) the lower Dollar value of Peso denominated sales by Flexo Universal for 2015 compared to 2014 due to the decline in value of the Peso. We estimate that the Dollar value of revenues from the sale of latex balloons was impacted to the level of approximately $2.1 million by reason of the decline in the value of the Peso in 2015.

 

 19 

 

 

Sales of vacuum sealing products including pouch and related products and vacuum sealing machines were $13,106,000 in 2014 and $13,206,000 in 2015, an increase of 0.8%. Sales in this line during 2014 and 2015 consisted of two categories: (i) vacuum sealing systems including open-top pouches or rolls and vacuum sealing machines and (ii) zippered, resealable vacuum pouches. For 2015 and 2014, sales of products in these categories have been as follows:

 

   (000 Omitted) 
   2015   2014 
         
Vacuum Sealing Systems  $10,625   $10,325 
           
Zippered Pouches   2,581    2,781 
           
Total  $13,206   $13,106 

 

Sales of film products were $4,806,000 in 2014 and $4,523,000 in 2015, a decrease of 5.9%. Approximately 99% of these sales were to Rapak, L.L.C. but includes sales to two other customers.

 

Sales of other products increased from $3,408,000 in 2014 to $6,710,000 in 2015. This category includes (i) sales of helium and accessory items for our balloon products, (ii) sales of Candy Blossoms and Candyloons and (iii) sales by Clever Container Company, L.L.C. which engages in the direct sale of container and organizing products through a network of independent distributors.

 

Cost of Sales

 

Cost of sales decreased from 75.4% of sales in 2014 to 72.5% of sales in 2015. The decline in the cost of sales as a percentage of revenues resulted from (i) an increase in the volume of certain higher margin sales including sales by Clever Container Company and (ii) production efficiencies resulting from a reduction in factory overhead expenses.

 

General and Administrative Expenses

 

General and administrative expenses decreased from $7,231,000 or 12.5% of net sales in 2014 to $7,134,000 or 12% of net sales in 2015. The decrease in general and administrative expenses is attributable to a decrease in consulting expenses of $96,000.

 

Selling

 

Selling expenses increased from $3,042,000 or 5.3% of sales in 2014 to $3,511,000 or 5.9% of sales in 2015. The increase in selling expenses is attributable to increased commissions, bonus and incentive payments by Clever Container Company to independent distributors. These payments are a function of increased sales volume.

 

 20 

 

 

Advertising and Marketing

 

Advertising and marketing expenses increased from $2,322,000 or 4.0% of sales in 2014 to $2,890,000 or 4.9% of sales in 2015. The increase in advertising and marketing expense is attributable to (i) an increase in salaries of $303,000, (ii) an increase in consulting services of $124,000, (iii) media advertising in the amount of $80,000 and (iv) an increase in expenses toward new designs in the amount of $55,000.

 

Other Income or Expense

 

During 2015, we incurred net interest expense of $1,542,000 compared to net interest expense of $1,109,000 during 2014.

 

During 2015, we realized a foreign currency gain in the amount of $32,000 compared to foreign currency gain in 2014 of $39,000.

 

Net Income or Loss

 

During 2015, the Company had income from operations of $2,816,000 compared to income from operations of $1,609,000 in 2014. During 2015, we had net income after provisions for interest and taxes of $1,047,000 on a consolidated basis compared to net income after provisions for interest and taxes of $514,000 in 2014. We estimate that net income in 2015 was adversely affected due to the decline in the value of the Peso by approximately $190,000.

 

Income Taxes

 

In 2015, the Company recognized income tax expense, on a consolidated basis, of $370,000. This income tax expense is composed of an income tax benefit in the United States of $52,000, an income tax expense realized by CTI Balloons, our United Kingdom subsidiary, in the amount of $36,000, an income tax expense realized by CTI Europe, our Germany subsidiary, in the amount of $6,000 and an income tax expense by Flexo Universal, our Mexico subsidiary, in the amount of $380,000. In 2014, the Company recognized income tax expense, on a consolidated basis, of $190,000. This income tax expense is composed of an income tax benefit in the United States of $526,000, an income tax benefit realized by CTI Balloons, our United Kingdom subsidiary, in the amount of $11,000, an income tax expense realized by CTI Europe, our Germany subsidiary, in the amount of $7,000 and an income tax expense of our Mexico subsidiaries, in the amount of $720,000.

 

Financial Condition, Liquidity and Capital Resources

 

Cash Provided by Operating Activities During fiscal 2015, cash provided by operating activities amounted to $2,596,000, compared to cash used in operating activities during fiscal 2014 of $3,355,000. Cash provided by operating activities increased significantly in 2015 due to moderating the increase in inventory and receivables during the year. Significant changes in working capital items affecting cash flow provided by operating activities were:

 

 21 

 

 

·Depreciation and amortization of $1,926,000 compared to depreciation and amortization for 2014 of $2,075,000.
·An increase in inventory of $973,000 compared to an increase of inventory of $2,768,000 in 2014.
·An increase in accounts receivable of $690,000 compared to an increase in accounts receivable of $2,885,000 in 2014.
·A decrease in prepaid expenses and other assets of $350,000 compared to an increase in prepaid expenses and other assets of $279,000 in 2014.
·An increase in trade payables of $79,000 compared to an increase in trade payables of $997,000 in 2014.

 

During 2016, we expect to experience a significant increase in inventory and receivables during the third and fourth quarters due to an anticipated increase in the sale of vacuum sealing products in the fourth quarter of 2016.

 

Cash Used in Investing Activities During fiscal 2015, cash used in investing activities amounted to $682,000 compared to cash used in investing activities during fiscal 2014 of $1,174,000.

 

Cash Used in Financing Activities During fiscal 2015, cash used in financing activities amounted to $1,694,000, compared to cash provided by financing activities of $3,975,000 during fiscal 2014.

 

On April 29, 2010, the Company entered into a Credit Agreement and associated documents with Harris N.A., now BMO Harris Bank, N.A. (“BMO Harris”) under which BMO Harris agreed to extend to the Company a credit facility in the aggregate amount of $14,417,000. The facility included (i) a Revolving Credit providing for maximum advances to the Company, and letters of credit, based upon the level of availability measured by levels of eligible receivables and inventory of the Company of $9,000,000, (ii) an Equipment Loan of up to $2,500,000 providing for loans for the purchase of equipment, (iii) a Mortgage Loan of $2,333,350, and (iv) a Term Loan in the amount of $583,333. The amount the Company can borrow on the Revolving Credit includes 85% of eligible accounts and 60% of eligible inventory. The Mortgage Loan is amortized over a term of 25 years. The maturity date of the facility was April 30, 2013, which was subsequently extended to July 17, 2017.

Certain terms of the credit agreement, as amended, include:

 

·Restrictive Covenants: The Credit Agreement includes several restrictive covenants under which we are prohibited from, or restricted in our ability to:
oBorrow money;
oPay dividends and make distributions;
oMake certain investments;
oUse assets as security in other transactions;
oCreate liens;
oEnter into affiliate transactions;
oMerge or consolidate; or
oTransfer and sell assets.

 

 22 

 

 

·Financial Covenants: The Credit Agreement includes a series of financial covenants we are required to meet including:
oWe are required to maintain a tangible net worth (plus Subordinated Debt) in excess of $7,100,000 plus 50% of cumulative net income of the Company after January 1, 2010;
oWe are required to maintain specified ratios of senior debt to EBITDA on an annual basis and determined quarterly; and,
oWe are required to maintain a level of adjusted EBITDA to fixed charges on an annual basis determined quarterly of not less than 1.1 to 1. Adjusted EBITDA is EBITDA minus (i) taxes paid, (ii) dividends paid, (iii) payments for the purchase or redemption of stock, and (iv) unfunded capital expenditures.

 

The credit agreement provides for interest at varying rates in excess of the prime rate, depending on the level of senior debt to EBITDA over time. The initial interest rate under the agreement was 4.00% per annum. On a quarterly basis, this ratio will be measured and the interest rate changed in accordance to the table below.

 

When Senior Debt to EBITDA is:  The Premium
to the Prime
Rate is:
 
Greater than or equal to 3.25 to 1.00   1.25%
Greater than or equal to 2.25 to 1.00; Less than 3.25 to 1.00   0.75%
 Less than or equal to 2.25 to 1.00   0.50%

 

At December 31, 2015 the Company was paying a premium of 0.50% over prime.

 

On July 17, 2012, the Company entered into Amendment Number 3 to the Credit Agreement among the Company and BMO Harris pursuant to which (i) the amount of the loan commitment on the revolver loan of BMO Harris was increased from $9 million to $12 million, (ii) BMO Harris consented to a transaction among the Company and BMO Equity and (iii) the term of credit and loans to the Company provided in the Credit Agreement and BMO Harris was extended to July 17, 2017.

 

Also, on July 17, 2012, the Company entered into a Note and Warrant Purchase Agreement with BMO Private Equity (U.S.) (“BMO Equity”) pursuant to which (i) BMO Equity advanced to the Company the sum of $5 million and (ii) the Company issued to BMO Equity a warrant to purchase up to Four Percent (4%) of the outstanding shares of common stock of the Company on a fully-diluted basis (140,048 shares of common stock of the Company) at the price of One Cent ($0.01) per share. The term of the loan provided for in this Agreement is five and a half years. Interest is payable on the outstanding balance of the loan at the rate of 11.5% per annum.

 

The Note and Warrant Purchase Agreement includes provisions for:

 

(i)a closing fee of $100,000

 

(ii)payment of the principal amount in five and a half years with optional prepayment subject to certain prepayment premiums;

 

 23 

 

 

(iii)security for the note obligations in all assets of the Company junior to the security interest of BMO Harris;

 

(iv)various representations and warranties and covenants of the Company;

 

(v)financial covenants including an applicable senior leverage ratio, fixed charge coverage ratio and tangible net worth amount.

 

On April 12, 2013, the Company entered into Amendment No. 4 to the Credit Agreement among the Company and BMO Harris, and Amendment No. 1 to the Note and Warrant Purchase Agreement among the Company and BMO Equity. In the Amendments, non-compliance with financial covenants prior to the date of the Amendments was waived and both the Credit Agreement and the Note and Warrant Purchase Agreement were amended (i) to modify the Senior Leverage Ratio and Total Leverage Ratio requirements for the fiscal quarter ending June 30, 2013 and each quarter thereafter during the term of the Credit Agreement and the Note and Warrant Purchase Agreement and (ii) to modify the definitions of EBITDA and Total Funded Debt in the Credit Agreement and the Note and Warrant Purchase Agreement.

 

On December 23, 2014, the Company entered into Amendment No. 5 to the Credit Agreement among the Company and BMO Harris, and Amendment No. 2 to the Note and Warrant Purchase Agreement among the Company and BMO Equity. In the Amendments, BMO Harris and BMO Equity waived certain anticipated events of default as of December 31, 2014 by the Company with respect the amount of capital expenditures and the change of name of a subsidiary, and both the Credit Agreement and the Note and Warrant Purchase Agreement were amended (i) to exclude from the definition of Senior Funded Debt and Total Funded Debt certain indebtedness of a variable interest entity, (ii) to require Registrant to provide financial reports and variance reports to the Bank within 45 days after the end of each calendar month, (iii) to change the Senior Leverage Ratio and Total Leverage Ratio requirements for fiscal quarters ending December 31, 2014 and for each fiscal quarter thereafter to the maturity of the loans, and (iv) to provide for the engagement by the Company of a financial consultant to provide business financial planning and advisory services to the Company.

 

On October 13, 2015, the Company entered into Amendment No. 6 to the Credit Agreement among the Company and BMO Harris. Pursuant to the terms of the Amendment, the company is able to obtain advances under the revolving line of credit with BMO Harris in the amount provided for in the borrowing base formula plus an overadvance amount of up to $1 million, up to a total maximum amount under the revolving line of credit of $12 million. The provision for the overadvance amount is available to the company for the period from October 1, 2015 to April 30, 2016.

 

As of December 31, 2015, the Company was in compliance with the financial covenants provided in the Credit Agreement and in the Note and Warrant Purchase Agreement, as amended.

 

Current Assets. As of December 31, 2015, the total current assets of the Company were $32,437,000, compared to total current assets of $32,474,000 at December 31, 2014.

 

 24 

 

 

Current Liabilities. Total current liabilities decreased from $20,929,000 as of December 31, 2014 to $20,201,000 as of December 31, 2015.

 

Liquidity and Capital Resources; Working Capital. As of December 31, 2015, our current assets exceeded our current liabilities by $12,236,000, we had cash and cash equivalents of $346,000 and there was available under our line of credit $1,456,000 in additional funds. Management believes that these available funds, our internally generated funds and the borrowing capacity under our revolving line of credit facility will be sufficient to meet working capital requirements for the remainder of 2016. However, the company has recently received information indicating that we may have a significant sale of vacuum sealing products in the fourth quarter of 2016 and management is presently reviewing potential financing requirements for this transaction.

 

CTI Industries Corporation Stockholders’ Equity. Stockholders’ equity was $12,787,000 as of December 31, 2015 compared to $12,880,000 as of December 31, 2014.

 

Seasonality

 

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. Vacuum sealing product sales are also seasonal; approximately 60% of sales in this product line occur in the period from July through December.

 

Critical Accounting Policies

 

The financial statements of the Company are based on the selection and application of significant accounting policies which require management to make various estimates and assumptions. The following are some of the more critical judgment areas in the application of our accounting policies that currently affect our financial condition and results of operation.

 

Revenue Recognition. Substantially all of the Company's revenues are derived from the sale of products. With respect to the sale of products, revenue from a transaction is recognized when (i) a definitive arrangement exists for the sale of the product, (ii) delivery of the product has occurred, (iii) the price to the buyer has been fixed or is determinable, and (iv) collectibility is reasonably assured. The Company generally recognizes revenue for the sale of products when the products have been shipped and invoiced. In some cases, product is provided on consignment to customers. In those cases, revenue is recognized when the customer reports a sale of the product.

 

Allowance for Doubtful Accounts. We estimate our allowance for doubtful accounts based on an analysis of specific accounts, an analysis of historical trends, payment and write-off histories. Our credit risks are continually reviewed and management believes that adequate provisions have been made for doubtful accounts. However, unexpected changes in the financial condition of customers or changes in the state of the economy could result in write-offs which exceed estimates and negatively impact our financial results.

 

 25 

 

 

Inventory Valuation. Inventories are stated at the lower of cost or market. Cost is determined using standard costs which approximate costing determined on a first-in, first out basis. Standard costs are reviewed and adjusted at the time of introduction of a new product or design, periodically and at year-end based on actual direct and indirect production costs. On a periodic basis, the Company reviews its inventory levels for estimated obsolescence or unmarketable items, in reference to future demand requirements and shelf life of the products. As of December 31, 2015, the Company had established a reserve for obsolescence, marketability or excess quantities with respect to inventory in the aggregate amount of $823,000. As of December 31, 2014, the amount of the reserve was $645,000. In addition, on a periodic basis, the Company disposes of inventory deemed to be obsolete or unsaleable and, at such time, records an expense for the value of such inventory. We record freight income as a component of net sales and record freight costs as a component of cost of goods sold.

 

Valuation of Long-Lived Assets. We evaluate whether events or circumstances have occurred which indicate that the carrying amounts of long-lived assets (principally property and equipment and goodwill) may be impaired or not recoverable. Significant factors which may trigger an impairment review include: changes in business strategy, market conditions, the manner of use of an asset, underperformance relative to historical or expected future operating results, and negative industry or economic trends. We apply the provisions of GAAP USA under which goodwill is evaluated at least annually for impairment. We performed a quantitative assessment for the year ended December 31, 2015 in which we considered the assets and liabilities of the subsidiary, both recognized and unrecognized, as well as the cash flows necessary to operate the business relating to the assets and liabilities. We conducted a qualitative assessment of our goodwill in our consolidated balance sheet for the year ended December 31, 2014. From this qualitative assessment and from the quantitative assessment for December 31, 2015, we determined the fair value of the subsidiary exceeds the carrying amount initially recorded on December 31, 2006, and was therefore not impaired.

 

Foreign Currency Translation. All balance sheet accounts are translated using the exchange rates in effect at the balance sheet date. Statements of operations amounts are translated using the average exchange rates for the year-to-date periods. The gains and losses resulting from the changes in exchange rates during the period have been reported in other comprehensive income or loss, except that, on November 30, 2012, the Company determined that it does have an expectation of receiving payment with respect to indebtedness of Flexo Universal to the Company, and accordingly, as of and after that date foreign currency gains and losses with respect to such indebtedness will be reported in the statement of operations.

 

Stock-Based Compensation. We follow GAAP USA which requires all stock-based payments to employees, including grants of employee stock options, to be recognized in the consolidated financial statements based on their grant-date fair values.

 

We use the Black-Scholes option pricing model to determine the fair value of stock options which requires us to estimate certain key assumptions. In accordance with the application of GAAP USA, we incurred employee stock-based compensation cost of $29,000 for the year ended December 31, 2015. At December 31, 2015, we had $60,000 of unrecognized compensation cost relating to stock options.

 

 26 

 

 

On July 17, 2012, the Company issued detachable warrants in connection with the Note and Warrant Purchase Agreement with BMO Equity. The fair value of the detachable warrants was estimated on the date of the grant using the Black-Scholes option-pricing model. Changes in the fair value of the warrants have been recognized in the consolidated statement of operations.

 

Income Taxes and Deferred Tax Assets. Income taxes are accounted for as prescribed in GAAP USA. Under the asset and liability method of GAAP USA, the Company recognizes the amount of income taxes currently payable. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities, and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years these temporary differences are expected to be recovered or settled.

 

We evaluate all available positive and negative evidence in each tax jurisdiction regarding the recoverability of any asset recorded in our Consolidated Balance Sheets and provide valuation allowances to reduce our deferred tax assets to an amount we believe is more likely than not to be realized. We regularly review our deferred tax assets for recoverability considering historical profitability, our ability to project future taxable income, the expected timing of the reversals of existing temporary differences and tax planning strategies. If we continue to operate at a loss in certain jurisdictions or are unable to generate sufficient future taxable income within the defined lives of such assets, we could be required to increase our valuation allowance against all or a significant portion of our deferred tax assets. This increase in valuation allowance could result in substantial increases in our effective tax rate and could have a material adverse impact on our operating results. Conversely, if and when our operations in some jurisdictions become sufficiently profitable before what we have estimated in our current forecasts, we would be required to reduce all or a portion of our current valuation allowance and such reversal would result in an increase in our earnings in such period.

 

As of December 31, 2015, the Company had net deferred tax assets of $1,747,000 representing the amount the Company may recover in future years from future taxable income. As of December 31, 2014, the amount of the net deferred tax asset was $1,732,000. Each quarter and year-end, management makes a judgment to determine the extent to which the deferred tax asset will be recovered from future taxable income.

 

Fair Value Measurements. In September 2006, the FASB issued GAAP USA which defines fair value, establishes a framework for measuring fair value, establishes a fair value hierarchy based on the quality of inputs used to measure fair value and enhances disclosure requirements for fair value measurements. GAAP USA clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. GAAP USA also requires that a fair value measurement reflect the assumptions market participants would use in pricing an asset or liability based upon the best information available. In February 2008, the FASB issued guidance now codified in GAAP USA which provides for delayed application of certain guidance related to non-financial assets and non-financial liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually).

 

 27 

 

 

In February 2007, the FASB issued GAAP USA which permits companies to choose to measure certain financial instruments and other items at fair value. The standard requires that unrealized gains and losses are reported in earnings for items measured using the fair value option. GAAP USA was effective for us on January 1, 2008. We did not elect the fair value option for any assets or liabilities that were not previously carried at fair value. Accordingly, the adoption of GAAP USA had no impact on our consolidated financial statements.

 

In October 2008, the FASB issued clarification to GAAP USA which clarifies the application of GAAP USA in a market that is not active, and addresses application issues such as the use of internal assumptions when relevant observable data does not exist, the use of observable market information when the market is not active, and the use of market quotes when assessing the relevance of observable and unobservable data. GAAP USA is effective for all periods presented. The adoption of GAAP USA did not have a significant impact on our consolidated financial statements.

 

Item No. 7A – Qualitative and Quantitative Disclosures Regarding Market Risk

 

Not applicable.

 

Item No. 8 – Financial Statements and Supplementary Data

 

Reference is made to the Consolidated Financial Statements contained in Part IV hereof.

 

Item No. 9 – Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 

None.

 

Item No. 9A – Controls and Procedures

 

Disclosure Controls and Procedures

 

As required by Rule 13a-15(b) under the Exchange Act, we conducted an evaluation, under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2015, the end of the period covered by this report. Based upon that evaluation, the Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2015, to ensure that the information required to be disclosed by us in the reports that we file or submit under Security Exchange Act of 1934, as amended, (a) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (b) is accumulated and communicated to our management, including officers, as appropriate, to allow for timely decisions regarding required disclosure. There were no material changes in our internal control over financial reporting during the fourth quarter of 2015 that have materially affected or are reasonably likely to materially affect our internal controls over financial reporting.

 

 28 

 

 

Management’s Report on Internal Control over Financial Reporting

 

Management is responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of the management and the Board; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Company assets that could have a material effect on the financial statements.

 

Our management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework issued by the Committee Sponsoring Organizations of the Treadway Commission. This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operation effectiveness of controls and a conclusion on this evaluation. Although there are inherent limitations in the effectiveness of any system of internal controls over financial reporting, based on our evaluation, management has concluded our internal controls over financial reporting were effective as of December 31, 2015.

 

This annual report does not include an attestation report of the company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only management’s report in this annual report.

 

Item 9B – Other Information

 

None

 

PART III

 

Item No. 10 Directors and Executive Officers of the Registrant

 

Information called for by Item 9 of Part III is incorporated by reference to the definitive Proxy Statement for the 2016 Annual Meeting of Shareholders which is expected to be filed with the Commission within 120 days after December 31, 2015.

 

 29 

 

 

Item No. 11 – Executive Compensation

 

Information called for by Item 10 of Part III is incorporated by reference to the definitive Proxy Statement for the 2016 Annual Meeting of Shareholders which is expected to be filed with the Commission within 120 days after December 31, 2015.

 

Item No. 12 – Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

Information called for by Item 11 of Part III is incorporated by reference to the definitive Proxy Statement for the 2016 Annual Meeting of Shareholders which is expected to be filed with the Commission within 120 days after December 31, 2015.

 

Item No. 13 – Certain Relationships and Related Transactions

 

Information called for by Item 12 of Part III is incorporated by reference to the definitive Proxy Statement for the 2016 Annual Meeting of Shareholders which is expected to be filed with the Commission within 120 days after December 31, 2015.

 

Item No. 14 – Principal Accountant Fees and Services

 

Information called for by Item 13 of Part III is incorporated by reference to the definitive Proxy Statement for the 2016 Annual Meeting of Shareholders which is expected to be filed with the Commission within 120 days after December 31, 2015.

 

PART IV

 

Item No. 15 – Exhibits and Financial Statement Schedules

 

1.The Consolidated Financial Statements filed as part of this report on Form 10-K are listed on the accompanying Index to Consolidated Financial Statements and Consolidated Financial Statement Schedules.

 

2.Financial schedules required to be filed by Item 8 of this form, and by Item 15(d) below:

 

Schedule II    Valuation and qualifying accounts

 

All other financial schedules are not required under the related instructions or are inapplicable and therefore have been omitted.

 

 30 

 

 

3.Exhibits:

 

Exhibit
Number
  Document
     
3.1   Third Restated Certificate of Incorporation of CTI Industries Corporation (Incorporated by reference to Exhibit A contained in Registrant’s Schedule 14A Definitive Proxy Statement for solicitation of written consent of shareholders, as filed with the Commission on October 25, 1999)
3.2   By-Laws of CTI Industries Corporation (Incorporated by reference to Exhibit 3.2, contained in Registrant’s Form SB-2 Registration Statement (File No. 333-31969) effective November 5, 1997)
4.1   Form of CTI Industries Corporation’s common stock certificate (Incorporated by reference to Exhibit 4.1, contained in Registrant’s Form SB-2 Registration Statement (File No. 333-31969) effective November 5, 1997)
10.1   CTI Industries Corporation 2001 Stock Option Plan (Incorporated by reference to Appendix E contained in Registrant’s Schedule 14A Definitive Proxy Statement, as filed with the Commission on May 21, 2001)
10.2   CTI Industries Corporation 2002 Stock Option Plan (Incorporated by reference to   Appendix A contained in Registrant’s Schedule 14A Definitive Proxy Statement, as filed with the Commission on May 15, 2002)
10.3   CTI Industries Corporation 2009 Stock Incentive Plan (Incorporated by reference to Schedule A contained in Registrant’s Schedule 14A Definitive Proxy Statement, as filed with the Commission on April 30, 2009)
10.4   Credit Agreement between Harris N.A. and CTI Industries Corporation dated April 29, 2010 (Incorporated by reference to Exhibit 10.2 contained in Registrant’s Report on Form 10-Q dated May 14, 2010)
10.5   Mortgage and Security Agreement between Harris N.A. and the Company dated April 29, 2010 (Incorporated by reference to Exhibit 10.3 contained in Registrant’s Report on Form 10-Q dated May 14, 2010)
10.6   Security Agreement between Harris N.A. and the Company dated April 29, 2010 (Incorporated by reference to Exhibit 10.4 contained in Registrant’s Report on Form 10-Q dated May 14, 2010)
10.7   Pledge Agreement between Harris N.A. and the Company dated April 29, 2010 (Incorporated by reference to Exhibit 10.5 contained in Registrant’s Report on Form 10-Q dated May 14, 2010)

 

 31 

 

 

10.8   Trademark License Agreement between S.C. Johnson & Son, Inc. and the Company dated December 14, 2011 (Incorporated by reference to Exhibit 10.14 contained in Registrant’s Report on Form 10-K dated March 29, 2012)
10.9   Third Amendment to Credit Agreement between BMO Harris Bank, N.A. and the Company dated July 17, 2012 (Incorporated by reference to Exhibit 10.1 contained in Registrant’s Report on Form 10-Q dated August 14, 2012).
10.10   Replacement Revolving Note between BMO Harris Bank, N.A. and the Company dated July 17, 2012 (Incorporated by reference to Exhibit 10.2 contained in Registrant’s Report on Form 10-Q dated August 14, 2012).
10.11   Note and Warrant Purchase Agreement between BMO Private Equity, Inc. and the Company dated July 17, 2012 (Incorporated by reference to Exhibit 10.3 contained in Registrant’s Report on Form 10-Q dated August 14, 2012).
10.12   Warrant Agreement between BMO Private Equity (U.S.), Inc. and the Company dated July 17, 2012 (Incorporated by reference to Exhibit 10.4 contained in Registrant’s Report on Form 10-Q dated August 14, 2012).
10.13   Senior Secured Subordinated Promissory Note between BMO Private Equity (U.S.), Inc. and the Company dated July 17, 2012 (Incorporated by reference to Exhibit 10.5 contained in Registrant’s Report on Form 10-Q dated August 14, 2012).
10.14   Lease Agreement between Schultz Bros. Co. and the Company dated September 19, 2012 (Incorporated by reference to Exhibit 10.8 contained in Registrant’s Report on Form 10-Q dated November 14, 2012).
10.15   Fourth Amendment to Credit Agreement between BMO Harris Bank, N.A. and the Company dated April 12, 2013. (Incorporated by reference to Exhibit 10.1 contained in Registrant’s Report on Form 10-Q dated May 15, 2013).
10.16   First Amendment to Note and Warrant Purchase Agreement between BMO Private Equity (U.S.), Inc. and the Company dated April 12, 2013. (Incorporated by reference to Exhibit 10.2 contained in Registrant’s Report on Form 10-Q dated May 15, 2013).
10.17   Supply Agreement between Toray Plastics (America), Inc. and the Company dated December 30, 2013 (Incorporated by reference to Exhibit 10.20 contained in Registrant’s Report on Form 10-K dated March 31, 2014).
10.18   Consignment and Pay by Scan Agreement between Food Lion L.L.C. and CTI Supply, Inc. dated December 10, 2014. (Incorporated by reference to Exhibit 10.18 contained in Registrant’s Report on Form 10-K dated March 30, 2015).

 

 32 

 

 

10.19   Fifth Amendment to Credit Agreement between BMO Harris Bank, N.A. and the Company dated December 23, 2014. (Incorporated by reference to Exhibit 10.19 contained in Registrant’s Report on Form 10-K dated March 30, 2015).
10.20   Second Amendment to Note and Warrant Purchase Agreement between BMO Private Equity (U.S.), Inc. and the Company dated December 23, 2014. (Incorporated by reference to Exhibit 10.20 contained in Registrant’s Report on Form 10-K dated March 30, 2015).
10.21   Sixth Amendment to Loan Agreement between BMO Harris Bank, N.A. and the Company dated October 13, 2015 (Incorporated by reference to Exhibit 10.1 contained in Registrant’s Report on Form 10-Q dated November 12, 2015).
14   Code of Ethics (Incorporated by reference to Exhibit contained in the Registrant’s Form 10-K/A Amendment No. 2, as filed with the Commission on October 8, 2004)
21   Subsidiaries (description incorporated in Form 10-K under Item No. 1)
23.1   Consent of Independent Registered Public Accounting Firm, Plante & Moran, PLLC.
31.1   Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and rule 15d-14(a) of the Securities Exchange Act, as amended (filed herewith)
31.2   Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and rule 15d-14(a) of the Securities Exchange Act, as amended (filed herewith)
32   Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)
99   Audited financial statements of the Company’s subsidiary, Flexo Universal, S. de R.L. de C.V. for the year ended December 31, 2015.
101  

Interactive Data Files, including the following materials from the Company’s Annual Report on Form 10-K for the year ended December 31, 2015, formatted in XBRL: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Cash Flows, and (iv) the Notes to Consolidated Financial Statements.

 

(a)The Exhibits listed in subparagraph (a)(3) of this Item 15 are attached hereto unless incorporated by reference to a previous filing.
(b)The Schedule listed in subparagraph (a)(2) of this Item 15 is attached hereto.

 

 33 

 

 

SIGNATURES

 

In accordance with Section 13 or 15(d) of the Exchange Act the Registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized on March 29, 2016.

 

  CTI INDUSTRIES CORPORATION
  By: /s/ Stephen M. Merrick
    Stephen M. Merrick, President

 

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

 

Signatures   Title   Date
         
/s/ John H. Schwan   Chief Executive Officer and Director   March 29, 2016
John H. Schwan        
         
/s/ Stephen M. Merrick   President, Secretary, and Director   March 29, 2016
Stephen M. Merrick        
         
/s/ Timothy S. Patterson   Chief Financial Officer and   March 29, 2016
Timothy S. Patterson   Senior Vice President of Finance    
         
/s/ Stanley M. Brown   Director   March 29, 2016
Stanley M. Brown        
         
/s/ Bret Tayne   Director   March 29, 2016
Bret Tayne        
         
/s/ John I. Collins   Director   March 29, 2016
John I. Collins        
         
/s/ John Klimek   Director   March 29, 2016
John Klimek        

  

 34 

 

 

CTI Industries Corporation

and Subsidiaries

 

Consolidated Financial Statements

 

Years ended December 31, 2015 and 2014

 

Contents

 

Consolidated Financial Statements:  
Report of Independent Registered Public Accounting Firm F-1
Consolidated Balance Sheets as of December 31, 2015 and 2014 F-2
Consolidated Statements of Comprehensive Income for the years ended December 31, 2015 and 2014 F-3
Consolidated Statements of Stockholders’ Equity as of December 31, 2015 and 2014 F-4
Consolidated Statements of Cash Flows for the years ended December 31, 2015 and 2014 F-5
Notes to Consolidated Financial Statements for the years ended December 31, 2015 and 2014 F-6
   
Financial Statement Schedule:  
Schedule II – Valuation and Qualifying Accounts for the years ended December 31, 2015 and 2014 F-31

 

All other schedules for which a provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and, therefore, have been omitted.

 

 

 

 

Report of Independent Registered Public Accounting Firm

 

To the Board of Directors and Stockholders

CTI Industries Corporation and Subsidiaries

Lake Barrington, Illinois

 

We have audited the accompanying consolidated balance sheet of CTI Industries Corporation and Subsidiaries (the “Company”) as of December 31, 2015 and 2014, and the related consolidated statements of comprehensive income, stockholders' equity, and cash flows for the years then ended. Our audits of the consolidated financial statements included the financial statement schedule appearing under Schedule II. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We did not audit the 2015 or 2014 financial statements of Flexo Universal S.A. de C.V., a 99.82 percent owned subsidiary, whose statements reflect total assets and revenues constituting 18 percent and 18 percent of the related consolidated totals respectively as of and for the year ended December 31, 2015 and total assets and revenues constituting 17 percent and 19 percent of the related consolidated totals respectively as of and for the year ended December 31, 2014. Those statements were audited by other auditors whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for Flexo Universal S.A. de C.V., is based solely on the report of the other auditors.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinions.

 

In our opinion, based on our report and the 2015 and 2014 reports of the other auditors, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of CTI Industries Corporation and Subsidiaries as of December 31, 2015 and 2014, and the results of their operations and their cash flows for the years ended December 31, 2015 and 2014, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the related consolidated financial statement schedule for the years ended December 31, 2015 and 2014, when considered in relation to the consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

 

/s/ Plante & Moran, PLLC

March 29, 2016

Chicago, Illinois

 

 F-1 

 

 

CTI Industries Corporation and Subsidiaries

Consolidated Balance Sheets

 

   December 31, 2015   December 31, 2014 
ASSETS          
Current assets:          
Cash and cash equivalents (VIE $82,000 and $14,000, respectively)  $346,404   $150,332 
Accounts receivable, (less allowance for doubtful accounts of $126,000 and $230,000 respectively) (VIE $4,000 and $9,000, respectively)   11,410,999    11,286,797 
Inventories, net (VIE $1,264,000 and $699,000, respectively)   17,869,911    17,755,300 
Net deferred income tax asset   761,096    718,694 
Prepaid expenses (VIE $17,000 and $22,000, respectively)   1,057,464    1,983,915 
Other current assets (VIE $33,000 and $46,000, respectively)   991,297    578,888 
           
Total current assets   32,437,171    32,473,926 
           
Property, plant and equipment:          
Machinery and equipment (VIE $546,000 and $640,000, respectively)   26,847,110    26,739,353 
Building   3,360,017    3,360,017 
Office furniture and equipment (VIE $66,000 and $46,000, respectively)   3,512,613    3,473,009 
Intellectual property   482,088    482,088 
Land   250,000    250,000 
Leasehold improvements   624,902    640,166 
Fixtures and equipment at customer locations   3,174,535    3,013,747 
Projects under construction   773,985    859,631 
    39,025,250    38,818,011 
Less : accumulated depreciation and amortization (VIE $150,000 and $129,000, respectively)   (32,471,694)   (31,062,484)
           
Total property, plant and equipment, net   6,553,556    7,755,527 
           
Other assets:          
Deferred financing costs, net   112,615    157,061 
Goodwill (VIE $440,000 and $440,000, respectively)   1,473,176    1,473,176 
Net deferred income tax asset   986,181    1,013,392 
Other assets (due from related party $46,000 and $47,000, respectively)   242,270    173,828 
           
Total other assets   2,814,242    2,817,457 
           
TOTAL ASSETS  $41,804,969   $43,046,910 
           
LIABILITIES AND EQUITY          
Current liabilities:          
Checks written in excess of bank balance  $1,481,827   $1,432,212 
Trade payables (VIE $238,000 and $74,000, respectively)   4,271,860    4,468,859 
Line of credit (VIE $484,000 and $494,000, respectively)   10,952,924    12,158,300 
Notes payable - current portion (net discount of $171,000 and $146,000, respectively) (VIE $311,000 and $114,000, respectively)   501,710    328,942 
Notes Payable Affiliates - current portion   8,670    9,034 
Capital Lease - current portion   41,204    38,595 
Accrued liabilities (VIE $655,000 and $60,000, respectively)   2,942,481    2,493,435 
           
Total current liabilities   20,200,676    20,929,377 
           
Long-term liabilities:          
Notes Payable - Affiliates (VIE 183,000 and 179,000 respectively)   266,835    284,547 
Notes payable, net of current portion (net discount of $113,000 and $284,000, respectively) (VIE $200 and $322,000, respectively)   6,665,700    7,177,406 
Notes payable - officer, subordinated   1,323,139    1,236,476 
Capital Lease   45,351    86,555 
Total long-term debt, net of current portion   8,301,025    8,784,984 
Warrants Payable   714,245    525,180 
           
Total long-term liabilities   9,015,270    9,310,164 
           
Equity:          
CTI Industries Corporation stockholders' equity:          
Preferred Stock — no par value 2,000,000 shares authorized 0 shares issued and outstanding   -    - 
Common stock - no par value, 5,000,000 shares authorized, 3,386,284 and 3,376,743 shares issued and 3,310,657 and 3,301,116 outstanding, respectively   13,775,994    13,775,994 
Paid-in-capital   1,577,807    1,542,718 
Accumulated earnings   1,670,788    623,455 
Accumulated other comprehensive loss   (4,076,318)   (2,901,212)
Less: Treasury stock - 75,627 shares and 75,627 shares, respectively   (160,784)   (160,784)
           
Total CTI Industries Corporation stockholders' equity   12,787,487    12,880,171 
           
Noncontrolling interest   (198,464)   (72,802)
           
Total Equity   12,589,023    12,807,369 
           
TOTAL LIABILITIES AND EQUITY  $41,804,969   $43,046,910 

 

See accompanying notes to consolidated financial statements

 

 F-2 

 

 

CTI Industries Corporation and Subsidiaries

Consolidated Statements of Comprehensive Income

 

   For the Year Ended December 31, 
   2015   2014 
         
Net Sales  $59,364,701   $57,828,200 
           
Cost of Sales   43,013,345    43,623,666 
           
Gross profit   16,351,356    14,204,534 
           
Operating expenses:          
General and administrative   7,134,385    7,231,243 
Selling   3,510,824    3,041,937 
Advertising and marketing   2,889,609    2,322,172 
           
  Total operating expenses   13,534,818    12,595,352 
           
Income from operations   2,816,538    1,609,182 
           
Other (expense) income:          
Interest expense   (1,614,574)   (1,131,441)
Interest income   72,834    22,140 
Foreign currency gain   32,470    39,367 
           
  Total other expense, net   (1,509,270)   (1,069,934)
           
Income before taxes   1,307,268    539,248 
           
Income tax expense   369,596    189,967 
           
Net Income   937,672    349,281 
           
Less: Net (loss) income attributable to noncontrolling interest   (109,661)   (165,037)
           
  Net income attributable to CTI Industries Corporation  $1,047,333   $514,318 
           
Other Comprehensive (Loss) Income          
Foreign currency adjustment   (1,175,106)   (647,711)
  Comprehensive (loss) income attributable to CTI Industries Corporation  $(127,773)  $(133,393)
           
Basic income per common share  $0.32   $0.16 
           
Diluted income per common share  $0.30   $0.15 
           
Weighted average number of shares and equivalent shares of common stock outstanding:          
Basic   3,297,448    3,288,332 
           
Diluted   3,437,140    3,439,427 

 

See accompanying notes to consolidated financial statements

 

 F-3 

 

 

CTI Industries Corporation and Subsidiaries

Consolidated Statements of Stockholders' Equity

 

   CTI Industries Corporation         
                   Accumulated                 
                   Other   Less         
   Common Stock   Paid-in   Accumulated   Comprehensive   Treasury Stock   Noncontrolling     
   Shares   Amount   Capital   (Deficit) Earnings   Loss   Shares   Amount   Interest   TOTAL 
Balance, December 31, 2013   3,320,773   $13,775,994   $1,165,549   $109,137   $(2,253,501)   (72,127)  $(141,289)   108,235    12,764,125 
                                              
Stock Purchase   55,970        $300,000                            $300,000 
                                              
Compensation relating to Option Issuance            $77,169                            $77,169 
                                              
Stock Redemption                            (3,500)  $(19,495)       $(19,495)
                                              
Dividends Declared                                     $(16,000)  $(16,000)
                                              
Net Income                 $514,318                  $(165,037)  $349,281 
                                              
Other comprehensive income, net of taxes Foreign currency translation                      $(647,711)                 $(647,711)
                                              
Balance, December 31, 2014   3,376,743   $13,775,994   $1,542,718   $623,455   $(2,901,212)   (75,627)  $(160,784)   (72,802)   12,807,369 
                                              
Stock Purchase                                          $- 
                                              
Compensation relating to Option Issuance   9,541        $35,089                            $35,089 
                                              
Stock Redemption                                          $- 
                                              
Dividends Declared                                     $(16,000)  $(16,000)
                                              
Net Income                 $1,047,333                  $(109,661)  $937,672 
                                              
Other comprehensive income, net of taxes Foreign currency translation                      $(1,175,106)                 $(1,175,106)
                                              
Balance, December 31, 2015   3,386,284   $13,775,994   $1,577,807   $1,670,788   $(4,076,318)   (75,627)  $(160,784)   (198,463)   12,589,024 

 

See accompanying notes to consolidated financial statements

 

 F-4 

 

 

CTI Industries Corporation and Subsidiaries

Consolidated Statements of Cash Flows

 

   For the Year Ended December 31, 
   2015   2014 
         
Cash flows from operating activities:          
Net income  $937,672   $349,281 
Adjustment to reconcile net income to cash (used in) provided by operating activities:          
Depreciation and amortization   1,779,524    2,074,701 
Amortization of debt discount   146,441    125,459 
Change in value of swap agreement   0    (59,859)
Stock based compensation   29,329    77,169 
Provision for losses on accounts receivable   54,863    67,195 
Provision for losses on inventories   178,769    (92,100)
Deferred income taxes   (15,191)   (483,202)
Change in assets and liabilities:          
Accounts receivable   (689,953)   (2,884,838)
Inventories   (972,687)   (2,768,021)
Prepaid expenses and other assets   350,158    (278,540)
Trade payables   79,473    996,802 
Accrued liabilities   717,612    (479,159)
           
Net cash provided by (used in) operating activities   2,596,010    (3,355,112)
           
Cash flows from investing activities:          
Purchases of property, plant and equipment   (681,952)   (1,174,191)
           
Net cash used in investing activities   (681,952)   (1,174,191)
           
Cash flows from financing activities:          
Change in checks written in excess of bank balance   57,136    728,751 
Net change in revolving line of credit   (1,205,375)   3,392,860 
Repayment of long-term debt (related parties $32,000 and $49,000)   (532,198)   (505,484)
Proceeds from issuance of debt   4,951    115,803 
Proceeds from issuance of stock, net   -    300,000 
Proceeds from exercise of stock options and warrants   5,760    - 
Dividends paid   (16,000)   (16,000)
Purchase of treasury stock   -    (19,495)
Cash paid for deferred financing fees   (8,627)   (21,500)
           
Net cash (used in) provided by financing activities   (1,694,353)   3,974,935 
           
Effect of exchange rate changes on cash   (23,633)   38,084 
           
Net increase (decrease) in cash and cash equivalents   196,072    (516,284)
           
Cash and cash equivalents at beginning of year   150,332    666,616 
           
Cash and cash equivalents at end of year  $346,404   $150,332 
           
Supplemental disclosure of cash flow information:          
Cash payments for interest  $1,235,878   $1,155,461 
           
Cash payments for taxes  $-   $215,000 
           
Supplemental Disclosure of non-cash investing and financing activity          
Property, plant & equipment acquisitions funded by liabilities  $70,928   $80,765 
           
Interest accrued not paid  $86,663   $80,772 

 

See accompanying notes to consolidated financial statements

 

 F-5 

 

 

Notes to Consolidated Financial Statements Years Ended

December 31, 2015 and 2014

 

1. Nature of Business

 

Nature of Operations

 

CTI Industries Corporation, its United Kingdom subsidiary (CTI Balloons Limited), its Mexican subsidiary (Flexo Universal, S. de R.L. de C.V.), its German subsidiary (CTI Europe GmbH) and CTI Supply, Inc. (collectively, the “Company”) (i) design, manufacture and distribute metalized and latex balloon products throughout the world and (ii) 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.

 

2. Summary of Significant Accounting Policies

 

Principles of Consolidation

 

The consolidated financial statements include the accounts of CTI Industries Corporation, its wholly owned subsidiaries CTI Balloons Limited 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., Venture Leasing L.L.C., and Clever Container Company, L.L.C. (Clever Container). The last three entities have been consolidated as variable interest entities. All significant intercompany accounts and transactions have been eliminated upon consolidation.

 

Variable Interest Entities

 

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. Upon the adoption of amended accounting guidance applicable to variable interest entities on January 1, 2015, management continually reconsiders whether the Company is deemed to be a variable interest entity’s primary beneficiary who consolidates such entity. The Company has three entities that have been consolidated as variable interest entities. (See Note 13)

 

 F-6 

 

 

Foreign Currency Translation

 

The financial statements of foreign subsidiaries are translated into U.S. dollars using the exchange rate at each balance sheet date for assets and liabilities, the historical exchange rate for stockholders’ equity, and a weighted average exchange rate for each period for revenues and expenses. Translation adjustments are recorded in accumulated other comprehensive income (loss) as the local currencies of the subsidiaries are the functional currencies. Foreign currency transaction gains and losses are recognized in the period incurred and are included in the consolidated statements of operations.

 

Use of Estimates

 

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, lower of cost or market of inventory, slow moving inventory, deferred tax assets, recovery value of goodwill, and assumptions used as inputs in the Black-Scholes option-pricing model.

 

Cash and Cash Equivalents

 

Cash and cash equivalents include cash on hand, demand deposits and short term investments with original maturities of three months or less.

 

Accounts Receivable

 

Trade receivables are carried at original invoice amount less an estimate for doubtful receivables based on a review of all outstanding amounts on a monthly basis. Management determines the allowance for doubtful accounts by identifying troubled accounts, evaluating the individual customer receivables through consideration of the customer’s financial condition, credit history and current economic conditions and use of historical experience applied to an aging of accounts. A trade receivable is considered to be past due if any portion of the receivable balance is outstanding for a period over the customer’s normal terms. Trade receivables are written off when deemed uncollectible. Recoveries of trade receivables previously written off are recorded when received.

 

Inventories

 

Inventories are stated at the lower of cost or market. Cost is determined using standard costs which approximates costing determined on a first-in, first-out basis, to reflect the actual cost of production of inventories.

 

Production costs of work in process and finished goods include material, labor and overhead. Work in process and finished goods are not recorded in excess of net realizable value.

 

 F-7 

 

 

Property, Plant and Equipment

 

Property and equipment are stated at cost. Expenditures for maintenance and repairs are charged to operations as incurred. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets. Leasehold improvements are amortized on a straight-line method over the lesser of the estimated useful life or the lease term. The estimated useful lives range as follows:

 

Building 25 - 30 years
Machinery and equipment 3 - 15 years
Projects that prolong the life and increase efficiency of machinery 3 - 5 years
Light Machinery 5 - 10 years
Heavy Machinery 10 - 15 years
Office furniture and equipment 5 - 8 years
Intellectual Property 9 - 15 years
Leasehold improvements 5 - 8 years
Furniture and equipment at customer locations 1 - 3 years

 

Light machinery consists of forklifts, scissor lifts, and other warehouse machinery. Heavy machinery consists of production equipment including laminating, printing and converting equipment. Projects in process represent those costs capitalized in connection with construction of new assets and/or improvements to existing assets including a factor for interest on funds committed to projects in process of $29,000 and $35,000 for the years ended December 31, 2015 and 2014, respectively. Upon completion, these costs are reclassified to the appropriate asset class.

 

Stock-Based Compensation

 

The Company has stock-based incentive plans which may grant stock option, restricted stock, and unrestricted stock awards.  The Company recognizes stock-based compensation expense based on the grant date fair value of the award and the related vesting terms.  The fair value of stock-based awards is determined using the Black-Scholes model, which incorporates assumptions regarding the risk-free interest rate, expected volatility, expected option life, and dividend yield.  See Note 16 for additional information.

 

Fair Value Measurements

 

GAAP USA defines fair value, establishes a framework for measuring fair value, and requires disclosures about fair value measurements required under other accounting pronouncements.  See Note 4 for further discussion.

 

 F-8 

 

 

The Company accounts for derivative instruments in accordance with GAAP USA, which requires that all derivative instruments be recognized on the balance sheet at fair value. We 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. Gains and losses from changes in fair values of derivatives that are not designated as hedges for accounting purposes are recognized in the consolidated statement of operations. We have no derivative financial instruments designated as hedges. Therefore, changes in fair value for the respective periods were recognized in the consolidated statement of operations.

 

Goodwill

 

The Company applies the provisions of GAAP USA, under which goodwill is tested at least annually for impairment. Goodwill on the accompanying balance sheets relates to the Company’s acquisition of Flexo Universal in a prior year as well as the investment in CTI Europe in a prior year and the goodwill related to Clever Container, a variable interest entity in which CTI is the primary beneficiary. It is the Company’s policy to perform impairment testing for Flexo Universal and Clever Container annually as of December 31, or as circumstances change. An annual impairment review was completed and no impairment was noted for the years ended December 31, 2015 and 2014 (see Note 14). While the Company believes that its estimates of future cash flows are reasonable, different assumptions regarding such cash flows could materially affect these evaluations.

 

Valuation of Long Lived Assets

 

The Company evaluates whether events or circumstances have occurred which indicate that the carrying amounts of long-lived assets (principally property, plant and equipment) may be impaired or not recoverable. The significant factors that are considered that could trigger an impairment review include: changes in business strategy, market conditions, or the manner of use of an asset; underperformance relative to historical or expected future operating results; and negative industry or economic trends. In evaluating an asset for possible impairment, management estimates that asset’s future undiscounted cash flows and appraised values to measure whether the asset is recoverable. The Company measures the impairment based on the projected discounted cash flows of the asset over its remaining life.

 

Deferred Financing Costs

 

Deferred financing costs are amortized on a straight line basis over the term of the loan. Upon a refinancing, existing unamortized deferred financing costs are expensed.

 

 F-9 

 

 

Income Taxes

 

The Company accounts for income taxes using the liability method. As such, deferred income taxes reflect the net tax effects of temporary differences between carrying amounts of assets and liabilities for financial reporting purposes and the amount used for income tax purposes. Deferred tax assets and liabilities are measured using enacted tax rates expected to be in effect when the anticipated reversal of these differences is scheduled to occur. Deferred tax assets are reduced by a valuation allowance when management cannot determine, in its opinion, that it is more likely than not that the Company will recover that recorded value of the deferred tax asset. The Company is subject to U.S. Federal, state and local taxes as well as foreign taxes in the United Kingdom, Germany and Mexico. U.S. income tax expense and foreign withholding taxes are provided on remittances of foreign earnings and on unremitted foreign earnings that are not indefinitely reinvested.

 

Unrecognized tax benefits are accounted for as required by GAAP USA which prescribes a more likely than not threshold for financial statement presentation and measurement of a tax position taken or expected to be taken in a tax return.  See Note 10 for further discussion.

 

Revenue Recognition

 

The Company recognizes revenue when title transfers upon shipment. Revenue from a transaction is not recognized until (i) a definitive arrangement exists, (ii) delivery of the product has occurred or the services have been performed and legal title and risk are transferred to the customer, (iii) the price to the buyer has been fixed or is determinable, and (iv) collectability is reasonably assured. In some cases, product is provided on consignment to customers. For these cases, revenue is recognized when the customer reports a sale of the product.

 

Research and Development

 

The Company conducts product development and research activities which include (i) creative product development and (ii) engineering. During the years ended December 31, 2015 and 2014, research and development activities totaled $633,000 and $633,000, respectively.

 

Advertising Costs

 

The Company expenses advertising costs as incurred. Advertising expenses amounted to $215,000 and $220,000 for the years ended December 31, 2015 and 2014, respectively.

 

3. New Accounting Pronouncements

 

In April 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Cost. The ASU requires debt issuance costs associated with a recognized debt liability to be presented on the balance sheet as a direct deduction from the carrying amount of the corresponding debt liability. This new guidance is effective for interim and annual reporting periods beginning after December 15, 2015, with early adoption permitted. An entity should apply the new guidance on a retrospective basis. We adopted this ASU effective with the first quarter of fiscal year 2016. The adoption of this accounting standard update will not have a material impact to our consolidated financial statements.

 

 F-10 

 

 

In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory. Under this ASU, inventory will be measured at the “lower of cost and net realizable value” and options that currently exist for “market value” will be eliminated. The ASU defines net realizable value as the “estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation.” No other changes were made to the current guidance on inventory measurement. ASU 2015-11 is effective for interim and annual periods beginning after December 15, 2016. Early application is permitted and should be applied prospectively. We do not expect the adoption of this accounting standard update to have a material impact on our consolidated financial statements.

 

In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes, to eliminate the current requirements to classify deferred income tax assets and liabilities between current and noncurrent. To simplify the presentation of deferred income taxes, the amendments in this update require that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. For public business entities, the amendments in this update are effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Earlier application is permitted for all entities as of the beginning of an interim or annual reporting period. We are currently evaluating the impact of ASU 2015-17 on our consolidated financial statement.

 

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), aimed at making leasing activities more transparent and comparable. The new standard requires substantially all leases be recognized by lessees on their balance sheet as a right-of-use asset and corresponding lease liability, including today’s operating leases. For public business entities, the standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. For all other entities, the standard is effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early application is permitted for all entities. We are currently evaluating the impact of ASU 2016-02 on our consolidated financial statements and related disclosures.

 

4. Fair Value Disclosures; Derivative Instruments

 

GAAP USA clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. GAAP USA also requires that a fair value measurement reflect the assumptions market participants would use in pricing an asset or liability based upon the best information available.

 

GAAP USA establishes a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy categorizes assets and liabilities at fair value into one of three different levels depending on the observability of the inputs employed in the measurement. The three levels are defined as follows:

 

·Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

 

·Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs are observable for the asset or liability, or unobservable but corroborated by market data, for substantially the full term of the financial instrument.

 

 F-11 

 

 

·Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement.

 

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of the input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. The following table presents information about the Company’s liabilities measured at fair value on a recurring basis as of December 31, 2015 and 2014, and indicates the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value:

 

   Amount as of             
Description  12/31/2015   Level 1   Level 2   Level 3 
Warrant Liability  $714,000    -   $714,000    - 
   $714,000        $714,000      

 

   Amount as of             
Description  12/31/2014   Level 1   Level 2   Level 3 
Warrant Liability  $525,000    -   $525,000    - 
   $525,000        $525,000      

 

The fair value of the warrants issued to BMO Equity (see Note 8) was estimated on the date of the grant using the Black-Scholes option-pricing model. This model uses the assumptions listed in the table below as of July 17, 2012 (initial valuation date of the warrants). In the valuation of the warrants, it was determined that the warrants were required to be carried as a derivative liability at fair value. Changes in the fair value of the warrants have been recognized in the consolidated statement of operations.

 

GAAP USA requires an entity to recognize all derivatives as either assets or liabilities in the consolidated balance sheet and to measure those instruments at fair value. Under certain conditions, a derivative may be specifically designated as a fair value hedge or a cash flow hedge.

 

5. Other Comprehensive Loss

 

The following table sets forth the tax effects of components of other comprehensive loss and the accumulated balance of other comprehensive loss and each component.

 

 F-12 

 

 

Tax Effects Allocated to Each Component of Other Comprehensive Loss

for the years ended December 31, 2015 and 2014

 

       Tax     
   Before-Tax   (Expense)   Net-of-Tax 
   Amount   or Benefit   Amount 
2015               
Foreign currency translation adjustments  $(1,175,106)  $-   $(1,175,106)
Other comprehensive loss  $(1,175,106)  $-   $(1,175,106)

 

       Tax     
   Before-Tax   (Expense)   Net-of-Tax 
   Amount   or Benefit   Amount 
2014               
Foreign currency translation adjustments  $(647,711)  $-   $(647,711)
Other comprehensive loss  $(647,711)  $-   $(647,711)

 

Accumulated Other Comprehensive Loss Balances as of December 31, 2015

 

       Accumulated 
   Foreign   Other 
   Currency   Comprehensive 
   Items   Loss 
Beginning balance  $(2,901,212)  $(2,901,212)
Current period change   (1,175,106)   (1,175,106)
Ending balance  $(4,076,318)  $(4,076,318)

 

Accumulated Other Comprehensive Loss Balances as of December 31, 2014

 

       Accumulated 
   Foreign   Other 
   Currency   Comprehensive 
   Items   Loss 
Beginning balance  $(2,253,501)  $(2,253,501)
Current period change   (647,711)   (647,711)
Ending balance  $(2,901,212)  $(2,901,212)

 

For the years ended December 31, 2015 and 2014, no tax benefit has been recorded on the foreign currency translation adjustments; as such amounts would result in a deferred tax asset and are not expected to reverse in the foreseeable future.

 

6. Major Customers

 

For the year ended December 31, 2015, the Company had two customers that accounted for approximately 26.9% and 15.4% of consolidated net sales. For the year ended December 31, 2014, the Company had two customers that accounted for approximately 26.2% and 13.7% of consolidated net sales. At December 31, 2015, the outstanding accounts receivable balances due from these customers were $2,849,000 and $2,685,000, respectively. At December 31, 2014, the outstanding accounts receivable balances due from these customers were $2,951,000 and $2,422,000 respectively.

 

 F-13 

 

 

7. Inventories

 

Inventories are stated at the lower of cost or market. Cost is determined using standard costs which approximate costing determined on a first-in, first out basis. Standard costs are reviewed and adjusted periodically and at year end based on actual direct and indirect production costs. On a periodic basis, the Company reviews its inventory for estimated obsolescence or unmarketable items, primarily by reviewing future demand requirements and shelf life of the product.

 

Inventories are comprised of the following:

 

   December 31,
2015
   December 31,
2014
 
Raw materials  $2,770,636   $3,294,030 
Work in Process   2,198,981    1,657,164 
Finished Goods   13,723,090    13,448,796 
Allowance for excess quantities   (822,796)   (644,690)
Total inventories  $17,869,911   $17,755,300 

 

 F-14 

 

 

8. Notes Payable and Capital Leases 

 

Long term debt consists of:

 

   Dec. 31, 2015   Dec. 31, 2014 
Mezzanine Note Payable with BMO Private Equity, balance due January 18, 2018, interest at 11.50% (effective rate of 15.56%)  $5,000,000   $5,000,000 
 Less: Remaining debt discount to be amortized   (283,000)   (430,000)
Term Loan with Barrington Bank, payable in monthly installments of $11,000 amortized over 7 years, interest at 6.25%, balance due May 2016, which uses balloon production and related equipment as collateral   311,000    426,000 
Mortgage Loan with BMO Harris, payable in monthly installments of $7,778 plus interest at prime (3.25%) plus a variable rate (based on loan covenants) of 0.75% (4.0%) at December 31, 2015 (amortized over 25 years), balance due July 18, 2017   1,804,000    1,898,000 
Promissory Note with John J. Blaser and Stephanie M. Blaser (Related Party) due on demand, interest at 4.25%.   -    10,000 
Term Loan with BMO Harris, payable in monthly installments of $22,323 beginning April 2012 plus interest at prime (3.25%) plus a variable rate (based on loan covenants) of 0.75% (4.00%) at December 31, 2015, (amortized over 5 years), balance due March 31, 2017.   335,000    603,000 
Capital Lease with First American Equipment Finance, payable in monthly installments of $2,890 (amortized over 5 years).   67,000    96,000 
Capital Lease with Wells Fargo, payable in monthly installments of $367 (amortized over 5 years).   10,000    14,000 
Capital Lease with Wells Fargo, payable in monthly installments of $550 (amortized over 3 years).   10,000    15,000 
Subordinated Notes (Officer) due on demand, interest at 9% (see Notes 9, 12).   5,000    4,000 
Subordinated Notes (Officer) due on demand, interest at 8% (see Notes 9, 12).   741,000    684,000 
Subordinated Notes (Officer) due on demand, interest at prime (3.25%) plus 2% (5.25%) at December 31, 2015 (see Note 9).   577,000    548,000 
Notes Payable (Affiliates) due 2015, interest at prime (3.25%) plus 0.25% (3.50%) at December 31, 2015 (see Note 12) (Related Party).   27,000    29,000 
Promissory Note with Merrick Company due on demand, interest at 4.25% (Related Party).   113,000    109,000 
Promissory Note with Schwan Leasing due on demand, interest at 4.25% (Related Party).   70,000    70,000 
Notes Payable (Affiliates) due 2021, interest at 11.75% (see Note 12) (Related Party).   65,000    85,000 
Total long-term debt   8,852,000    9,161,000 
Less current portion   (551,000)   (376,000)
Total Long-term debt, net of current portion  $8,301,000   $8,785,000 

 

 F-15 

 

 

On April 29, 2010, the Company entered into a Credit Agreement and associated documents with BMO Harris under which BMO Harris agreed to extend to the Company a credit facility in the aggregate amount of $14,417,000. The facility includes (i) a Revolving Credit providing for maximum advances to the Company, and letters of credit, based upon the level of availability measured by levels of eligible receivables and inventory of the Company of $9,000,000, (ii) an Equipment Loan of up to $2,500,000 providing for loans for the purchase of equipment, (iii) a Mortgage Loan of $2,333,350, and (iv) a Term Loan in the amount of $583,333. The amount the Company can borrow on the Revolving Credit includes 85% of eligible accounts and 60% of eligible inventory up to the maximum amount of the Revolving Credit which was amended to $12,000,000 in July 2012. The Mortgage Loan is amortized over a term of 25 years. The maturity date of the facility was April 30, 2013, which was subsequently extended to July 17, 2017. As of December 31, 2015 the balance outstanding on the Revolving Line of credit with BMO Harris was $10,469,000 and there was $1,456,000 available to borrow.

 

Certain terms of the loan agreement, as amended, include:

 

·Restrictive Covenants: The Loan Agreement includes several restrictive covenants under which we are prohibited from, or restricted in our ability to:
oBorrow money;
oPay dividends and make distributions;
oMake certain investments;
oUse assets as security in other transactions;
oCreate liens;
oEnter into affiliate transactions;
oMerge or consolidate; or
oTransfer and sell assets.

 

·Financial Covenants: The Loan Agreement includes a series of financial covenants we are required to meet including:
oWe are required to maintain a tangible net worth (plus Subordinated Debt) in excess of $7,100,000 plus 50% of cumulative net income of the Company after January 1, 2010;
oWe are required to maintain specified ratios of senior debt to EBITDA on an annual basis and determined quarterly; and,
oWe are required to maintain a level of adjusted EBITDA to fixed charges on an annual basis determined quarterly of not less than 1.1 to 1. Adjusted EBITDA is EBITDA minus (i) taxes paid, (ii) dividends paid, (iii) payments for the purchase or redemption of stock, and (iv) unfunded capital expenditures.

 

As of December 31, 2015, the Company was in compliance with these covenants.

 

On July 17, 2012, the Company entered into Amendment Number 3 to the Credit Agreement among the Company and BMO Harris pursuant to which (i) the amount of the loan commitment on the revolver loan of BMO Harris was increased from $9 million to $12 million, (ii) BMO Harris consented to a transaction among the Company and BMO Equity and (iii) the term of credit and loans to the Company provided in the Credit Agreement and BMO Harris was extended to July 17, 2017.

 

 F-16 

 

 

Also, on July 17, 2012, the Company entered into a Note and Warrant Purchase Agreement with BMO Private Equity (U.S.) pursuant to which (i) BMO Equity advanced to the Company the sum of $5 million and (ii) the Company issued to BMO Equity a detachable warrant to purchase up to Four Percent (4%) of the outstanding shares of common stock of the Company on a fully-diluted basis (140,048 shares of common stock of the Company) at the price of One Cent ($0.01) per share. An initial value of $703,000 was allocated to the detachable warrant. This value is recorded as a debt discount to the principal amount of the debt and is amortized as additional interest expense based on the effective interest method over the term of the debt. Additional interest expense and acretion of $146,000 and $110,000 was recognized during 2015 and 2014, respectively. The term of the loan provided for in this Agreement is five and a half years. Interest is payable on the outstanding balance of the loan at the rate of 11.5% per annum.

 

The Note and Warrant Purchase Agreement includes provisions for:

 

(i)a closing fee of $100,000

 

(ii)payment of the principal amount in five and a half years with optional prepayment subject to certain prepayment premiums;

 

(iii)security for the note obligations in all assets of the Company junior to the security interest of BMO Harris;

 

(iv)various representations and warranties and covenants of the Company;

 

(v)financial covenants including an applicable senior leverage ratio, fixed charge coverage ratio and tangible net worth amount.

 

On April 12, 2013, the Company entered into Amendment No. 4 to the Credit Agreement among the Company and BMO Harris Bank N.A. (the “Bank”) (the “Credit Agreement Amendment”) and also entered into Amendment No. 1 to the Note and Warrant Purchase Agreement among the Company and BMO Private Equity (U.S.) (the “NWPA Agreement Amendment”). In the Credit Agreement Amendment, the Bank, and in the NWPA Agreement Amendment, BMO Equity, waives defaults by the Company as of December 31, 2012 and March 31, 2013 with respect to certain financial covenants in the agreement relating to the Senior Leverage Ratio and Total Leverage Ratio. In addition, the levels of these financial covenants for June 30, 2013 and subsequent quarters during the term of the agreements are revised.

 

On December 23, 2014, the Company entered into Amendment No. 5 to the Credit Agreement among the Company and BMO Harris, and Amendment No. 2 to the Note and Warrant Purchase Agreement among the Company and BMO Equity. In the Amendments, BMO Harris and BMO Equity waived certain anticipated events of default as of December 31, 2014 by the Company with respect the amount of capital expenditures and the change of name of a subsidiary, and both the Credit Agreement and the Note and Warrant Purchase Agreement were amended (i) to exclude from the definition of Senior Funded Debt and Total Funded Debt certain indebtedness of a variable interest entity, (ii) to require Registrant to provide financial reports and variance reports to the Bank within 45 days after the end of each calendar month, (iii) to change the Senior Leverage Ratio and Total Leverage Ratio requirements for fiscal quarters ending December 31, 2014 and for each fiscal quarter thereafter to the maturity of the loans, and (iv) to provide for the engagement by the Company of a financial consultant to provide business financial planning and advisory services to the Company.

 

 F-17 

 

 

On October 13, 2015, the Company entered into Amendment No. 6 to the Credit Agreement among the Company and BMO Harris. Pursuant to the terms of the Amendment, the company will be able to obtain advances under the revolving line of credit with BMO Harris in the amount provided for in the borrowing base formula plus an overadvance amount of up to $1 million, up to a total maximum amount under the revolving line of credit of $12 million. The provision for the overadvance amount is available to the company for the period from October 1, 2015 to April 30, 2016.

 

Future minimum principal payments for amounts outstanding under these long-term debt agreements for each of the years ended December 31 are:

 

2016  $551,000 
2017   1,716,000 
2018   5,016,000 
2019   12,000 
2020   14,000 
Thereafter   1,543,000 
Total  $8,852,000 

 

9. Subordinated Debt - Related Parties

 

In February 2003, the Company received $1,630,000 from certain shareholders in exchange for (i) 9% subordinated notes and (ii) five year warrants to purchase 163,000 common shares at $4.87 per share. The proceeds were to (i) re-finance a bank loan for CTI Mexico in the amount of $880,000 and (ii) to provide financing for CTI Mexico and Flexo Universal. The value of the warrants was $460,000 calculated using Black-Scholes option pricing formula. The Company applied the discount against the subordinated debt. The discount was amortized using the effective interest method to interest expense over the term of the debt. These loans are subordinated to the bank debt of the Company. On February 8, 2008 those shareholders exercised these warrants in exchange for a reduction on these notes of $794,000. The remaining balance of $4,000 is due on demand.

 

 F-18 

 

 

In February 2006, the Company received $1,000,000 from certain shareholders in exchange for (i) five year subordinated notes bearing interest at 2% over the prime rate determined on a quarterly basis and (ii) five year warrants to purchase an aggregate of 303,030 shares of common stock of the Company at the price of $3.30 per share. The proceeds were to fund capital improvements and give additional liquidity to the Company. The value of the warrants was $443,000 using the Black-Scholes option pricing formula. The Company applied the discount against the subordinated debt. The discount was amortized using the effective interest method to interest expense over the term of the debt. These loans are subordinated to the bank debt of the Company. On May 28, 2010, these shareholders exercised all of these warrants in exchange for note indebtedness. The remaining balance of $577,000 is due on demand.

 

At various times from 2003 to 2005, certain shareholders loaned an aggregate of $814,000 to the Company in exchange for notes bearing interest at an annual rate of 8%. These notes are subordinated to the bank loan of the Company. The remaining balance of $741,000 is due on demand.

 

10. Income Taxes

 

The income tax provisions are comprised of the following:

 

   Dec. 31 2015   Dec. 31 2014 
Current:          
Federal  $6,516   $- 
State   4,200    94,371 
Foreign   374,071    578,798 
   $384,787   $673,169 
           
Deferred          
Federal  $(63,433)  $(550,089)
State   -    - 
Foreign   48,242    66,887 
    (15,191)   (483,202)
Total Income Tax Provision  $369,596   $189,967 

 

 F-19 

 

 

The components of the net deferred tax asset at December 31 are as follows:

 

   2015   2014 
Deferred tax assets:          
Allowance for doubtful accounts  $21,150   $69,898 
Inventory allowances   314,101    246,425 
Accrued liabilities   372,172    282,055 
Unicap 263A adjustment   170,765    157,240 
Net operating loss carryforwards   511,403    685,322 
Alternative minimum tax credit carryforwards   -    398,162 
State investment tax credit carryforward   22,448    10,912 
Foreign tax credit carryforward   916,121    696,509 
Other foreign tax items   44,394    50,747 
Foreign net operating loss carryforwards   424,164    466,053 
Total deferred tax assets   2,796,718    3,063,323 
Deferred tax liabilities:          
Tax over book basis of capital assets   (1,004,437)   (1,083,852)
Undistributed Earnings from Subsidiaries   -    (247,385)
Other foreign tax items   -    - 
Net deferred tax assets before valuation allowance  $1,792,281   $1,732,086 
Less: Valuation allowance   (45,000)   - 
Net deferred tax assets   1,747,281    1,732,086 

 

The Company has net operating loss carryforwards of approximately $1,858,000 expiring in various years through 2025.

 

Income tax provisions differed from the taxes calculated at the statutory federal tax rate as follows:

 

   Years Ended December 31, 
   2015   2014 
Taxes at statutory rate  $444,471   $183,344 
State income taxes   66,867    27,583 
Nondeductible expenses   46,523    59,129 
Foreign taxes and other   (188,266)   (80,089)
Income tax provision  $369,596   $189,967 

 

The Company files tax returns in the U.S., and in the U.K, Germany and Mexico foreign tax jurisdictions and also in various state jurisdictions in the U.S. The tax years 2012 through 2014 remain open to examination. The Company’s policy is to recognize interest and penalties related to uncertain tax positions in income tax expense. During the year ended December 31, 2015 and 2014, the Company did not recognize expense for interest or penalties, and do not have any amounts accrued at December 31, 2015 and 2014, as the Company does not believe it has any uncertain tax positions.

 

 F-20 

 

 

11. Employee Benefit Plan

 

The Company has a defined contribution plan for substantially all employees. Profit sharing contributions may be made at the discretion of the Board of Directors. Effective January 1, 2006, the Company amended its defined contribution plan. Under the amended plan, the maximum contribution for the Company is 4% of gross wages. Employer contributions to the plan totaled $76,000 and $98,000 for the years ended December 31, 2015 and 2014, respectively.

 

12. Related Party Transactions

 

Stephen M. Merrick, President of the Company, is of counsel to a law firm from which the Company received legal services during the year. Mr. Merrick is both a director and a shareholder of the Company. Legal fees paid to this firm were $149,000 and $175,000 for the years ended December 31, 2015 and 2014, respectively.

 

John H. Schwan, Chief Executive Officer of the Company, is the brother of Gary Schwan, one of the owners of Schwan Incorporated, which provides building maintenance and remodeling services to the Company. The Company made payments to Schwan Incorporated of approximately $4,000 and $22,000 during the years ended December 31, 2015 and 2014, respectively.

 

During the period from January 2003 to the present, John H. Schwan, Chief Executive Officer of the Company, has made loans to the Company which have outstanding balances, for the Company of $1,323,000 and $1,236,000 as of December 31, 2015 and 2014, respectively. During 2015 and 2014, interest expense to this individual on these outstanding loans was $87,000 and $81,000, respectively (see Notes 8 and 9).

 

During 2010, Schwan Leasing and Merrick Company, owned by John H. Schwan and Stephen M. Merrick, provided financing for the acquisition and construction of latex balloon production and related equipment (see Note 13).

 

Other Assets include amounts due to the Company from its employees. As of December 31, 2015 and 2014, the balance outstanding on these amounts was $46,000 and $47,000, respectively.

 

Items identified as Notes Payable Affiliates in the Company's Consolidated Balance Sheet as of December 31, 2015 and 2014 include loans by shareholders to Flexo Universal totaling $65,000 and $85,000, respectively, as well as a loan to CTI Europe totaling $27,000 and $29,000, respectively.

 

The transactions described in Note 13.

 

 F-21 

 

 

13. Variable Interest Entities (“VIE”) and Transactions

 

During 2010, two entities owned by officers and principal shareholders of the Company (John H. Schwan and Stephen M. Merrick) provided financing for Flexo Universal, the Company’s Mexico subsidiary, for the acquisition and construction of latex balloon production and related equipment. The entities included Venture Leasing L.L.C., (“VLUS”), an Illinois limited liability company which is 100% owned by an entity owned by Mr. Schwan and Mr. Merrick, and Venture Leasing Mexico S. A. de R. L (“VLM”), a Mexico company which is also owned 100% by entities owned by Mr. Schwan and Mr. Merrick. The Company is the primary beneficiary of VLUS & VLM and accordingly consolidated the result of the entities in its financial statements.

 

Mr. Schwan and Mr. Merrick, through entities owned by them, arranged for a line of credit in the amount of $1,000,000 from Barrington Bank in order to loan monies to VLUS as needed. During 2010, VLUS received advances on this line totaling $700,000. VLUS loaned substantially all of these funds to VLM. VLM utilized the funds to purchase materials, parts, components and services for the acquisition and construction of balloon production and related equipment to be placed at the premises of Flexo Universal. Assembly and construction of this equipment was completed on or about December 31, 2010 and, in January 2011, the equipment was placed in service at Flexo Universal.

 

Title to the equipment remains in the name of VLM. VLM leases the equipment to Flexo Universal under a lease in which Flexo Universal will pay to VLM rental payments at the rate of approximately $9,000 per month and will have the right to purchase the equipment from VLM at the expiration of the lease at fair market value. The Company has not provided any guarantees related to VLUS or VLM and no creditors of the variable interest entities have recourse to the general credit of the Company as a result of including VLUS & VLM in the consolidated financial statements.

 

The accounts of VLM and VLUS have been consolidated with the accounts of the Company.

 

Mr. Schwan and Mr. Merrick are 50% owners of Clever Container, an Illinois limited liability company engaged in the sale and distribution through a network of independent distributors, of household items including containers and organizing products. The Company produces and sells certain container products to Clever Container and also purchases and re-sells products to Clever Container. By reason of the level of ownership of Clever Container by two principal officers and shareholders of the Company and the transactions among the Company and Clever Container, the determination was made to consolidate the results of Clever Container in the consolidated financial statements of the Company commencing as of October 1, 2013 and going forward.

 

The following sets forth the condensed balance sheet of VLM, VLUS and Clever Container for December 31, 2015 and 2014.

 

   Dec. 31, 2015   Dec. 31, 2014 
Current Assets  $1,400,000   $790,000 
Property, plant and equipment, net   462,000    557,000 
Other noncurrent assets   794,000    879,000 
Total assets  $2,657,000   $2,226,000 
           
Mortgages and other long-term debt payable  $2,775,000   $2,142,000 
Total liabilities  $2,775,000   $2,142,000 

 

 F-22 

 

 

14. Goodwill

 

Under the provisions of GAAP USA, goodwill is subject to at least annual assessments for impairment by applying a fair-value based test. GAAP USA also requires that an acquired intangible asset should be separately recognized if the benefit of the intangible asset is obtained through contractual or other legal rights, or if the asset can be sold, licensed, rented or exchanged, regardless of the acquirer’s intent to do so. The Company has no acquired intangible assets other than goodwill.

 

As of December 31, 2015 and 2014, we determined that the fair value of the Company’s interest in goodwill related to Flexo Universal as recorded was not impaired. The carrying amount of goodwill as of December 31, 2015 and 2014 was $989,000.

 

During 2010, the Company purchased an additional interest of $101,000 in its German subsidiary, CTI Europe, and recorded $44,000 of goodwill in the transaction.  We have determined that the fair value of the Company's interest in the goodwill related to CTI Europe was not impaired as of December 31, 2015 and 2014.

 

As of October 1, 2013, the Company became the primary beneficiary of a variable interest entity, Clever Container, and as a result consolidated the operations of this entity in its consolidated financial statements, in which goodwill of approximately $440,000 was present.  The Company has determined that the fair value of the goodwill related to Clever Container was not impaired as of December 31, 2015 and 2014.

 

15. Commitments

 

Operating Leases

 

In August 2015, the Company’s United Kingdom subsidiary entered into a 5-year lease agreement to rent approximately 9,000 square feet of warehouse and office space in Rugby, England for $6,000 per month.

 

In September 2012, the Company’s German subsidiary entered into a 3-year lease to rent approximately 3,000 square feet of office and warehouse space in Heusenstamm, Germany at a cost of $2,000 per month. The lease automatically renews each September for an additional year. Additionally, in February 2015, CTI Europe entered into a 5-year lease agreement to rent approximately 6,000 square feet of office and warehouse space in Heusenstamm, Germany at a cost of $5,000 per month.

 

In August 2011, Flexo Universal entered into a 5-year lease to rent 73,000 square feet of warehouse and office space in Guadalajara, Mexico at the cost of $30,000 per month. In September 2012, we entered into a lease agreement, expiring on February 28, 2017 to rent approximately 117,000 square feet of warehouse and office space in Lake Zurich, Illinois at a cost per month as follows:

 

 F-23 

 

 

Lease period  Amount per month 
March 1, 2013 – October 31, 2013  $25,000 
November 1, 2013 – October 31, 2014   28,000 
November 1, 2014 – October 31, 2015   30,000 
November 1, 2015 – October 31, 2016   33,000 
November 1, 2016 – February 28, 2017   36,000 

 

All of the Company’s lease payments are recognized on a straight-line basis. The net lease expense was $950,000 and $954,000 for the years ended December 31, 2015 and 2014, respectively.

 

The future aggregate minimum net lease payments under existing agreements as of December 31, are as follows:

 

2016  $773,000 
2017   197,000 
2018   126,000 
Thereafter   574,000 
Total  $1,670,000 

 

Licenses

 

The Company has certain merchandising license agreements that require royalty payments based upon the Company’s net sales of the respective products. The agreements call for guaranteed minimum commitments that are determined on a calendar year basis. Future guaranteed commitments due, as computed on a pro rata basis, as of December 31, are as follows:

 

2016  $450,000 
Thereafter   500,000 
Total  $950,000 

 

16. Stockholders’ Equity

 

Stock Options

 

The Company has adopted GAAP USA which requires all stock-based payments to employees, including grants of employee stock options, to be recognized in the consolidated financial statements based on their grant-date fair values.

 

 F-24 

 

 

The Compensation Committee administers the stock-based plans. The exercise price for Incentive Stock Options (“ISO”) cannot be less than the fair value of the stock subject to the option on the grant date (110% of such fair value in the case of ISOs granted to a stockholder who owns more than 10% of the Company’s Common Stock). The exercise price of a Non-Qualified Stock Options (“NQSO”) shall be fixed by the Compensation Committee at whatever price the Committee may determine in good faith. Unless the Committee determines otherwise, options beginning with the 2007 Plan generally have a 4-year term with a 3-year vesting schedule. Unless the Committee provides otherwise, options terminate upon the termination of a participant’s employment, except that the participant may exercise an option to the extent it was exercisable on the date of termination and for a period of time after termination. Officers, directors and employees of, and consultants to the Company, or any parent or subsidiary corporation selected by the Committee, are eligible to receive options under the Plan. Subject to certain restrictions, the Committee is authorized to designate the number of shares to be covered by each award, the terms of the award, the date on which and the rates at which options or other awards may be exercised, the method of payment, vesting and other terms.

 

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 interest to be applied, the estimated dividend yield and expected volatility of the Company’s Common Stock. The risk-free rate of interest is the U.S. Treasury yield curve for periods within the expected term of the option at the time of grant. The expected volatility is based on historical volatility of the Company’s Common Stock.

 

The valuation assumptions we have applied to determine the value of stock-based awards 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 in effect at the time of the grant, which varied between 1.36% and 1.80%.

 

Expected life: The expected life of the option represents the period of time options are expected to be outstanding. The Company uses an expected life of 3.75 years.

 

Dividend yield: The estimate for dividend yield is 0.0%, as the Company did not issue dividends during 2015.

 

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

 

The Company, at the discretion of the board, may issue options in excess of the total available, if options related to that stock plan are cancelled. In some cases, not all shares that are available to a stock plan are issued, as the Company is unable to issue options to a previous plan when a new plan is in place.

 

The Company’s pre-tax income for the fiscal year ended December 31, 2015 and 2014 includes approximately $29,000 and $77,000, respectively, of compensation costs related to share-based payments. As of December 31, 2015, there is $60,000 of unrecognized compensation expense related to non-vested stock option grants. We expect approximately $34,000, $14,000, and $7,000 to be recognized during 2016, 2017, and 2018 respectively.

 

 F-25 

 

 

On April 12, 2001, the Board of Directors approved for adoption, effective December 27, 2001, the 2001 Stock Option Plan (“2001 Plan”). The 2001 Plan authorizes the grant of options to purchase up to an aggregate of 119,050 shares of the Company’s Common Stock. As of December 31, 2015, 139,958 options (including cancelled shares re-issued under the Plan) have been granted and were fully vested at the time of grant; no options remain outstanding. During 2015, 2,000 options were exercised.

 

On April 24, 2002, the Board of Directors approved for adoption, effective October 12, 2002, the 2002 Stock Option Plan (“2002 Plan”). The 2002 Plan authorizes the grant of options to purchase up to an aggregate of 142,860 shares of the Company’s Common Stock. As of December 31, 2015, 123,430 options have been granted and were fully vested at the time of grant; no options remain outstanding. 27,500 options were exercised during 2015.

 

On April 10, 2009, the Board of Directors approved for adoption, and on June 5, 2009, the shareholders of the Company approved the 2009 Stock Incentive Plan (“2009 Plan”). The 2009 Plan authorizes the issuance of up to 250,000 shares of stock or options to purchase stock of the Company (including cancelled shares reissued under the plan.) During 2015, 49,000 shares were issued with vesting schedule D. As of December 31, 2015, 250,000 options have been granted; 154,000 remain outstanding of which 64,400 are vested and 89,600 are not vested. Of the total outstanding options, 148,000 have vesting schedule D and 6,000 were fully vested on January 5, 2015. Vesting schedules for the 2009 Plan are as follows:

 

Vesting Schedule A  Vesting Schedule B  Vesting Schedule C  Vesting Schedule D
 25%  12 months   33%  24 months   50%  48 months   20%  6 months
 50%  24 months   67%  36 months   100%  57 months   40%  18 months
 75%  36 months   100%  48 months           60%  30 months
 100%  48 months                   80%  42 months
                         100%  54 months

 

No options were exercised during the years ended December 31, 2015 and December 31, 2014.

 

 F-26 

 

 

The following is a summary of the activity in the Company’s stock option plans and other options for the years ended December 31, 2015 and 2014, respectively:

 

   December 31, 2015   December 31, 2014 
       Weighted Avg.       Weighted Avg. 
   Shares   Exercise Price   Shares   Exercise Price 
Exercisable, beginning of period   132,099   $5.07    83,718   $4.67 
Vested   34,801    5.65    56,464    5.76 
Exercised   29,500    2.88    -    - 
Cancelled   (73,000)   6.06    (8,083)   5.77 
Exercisable at the end of period   64,400   $5.26    132,099   $5.07 

 

   December 31, 2015   December 31, 2014 
       Weighted Avg.       Weighted Avg. 
   Shares   Exercise Price   Shares   Exercise Price 
Outstanding, beginning of period   214,500   $5.20    228,500   $5.23 
Granted   49,000    5.27    -    - 
Exercised   29,500    2.88    -    - 
Cancelled   (80,000)   6.01    (14,000)   5.68 
Outstanding at the end of period   154,000   $5.25    214,500   $5.20 

  

At December 31, 2015, there were 96,000 available options to grant.

 

Significant option groups remained outstanding at December 31, 2015 and related weighted average grant date fair value, remaining life and intrinsic value information are as follows:

 

   Options Outstanding   Options Vested 
Options by
Grant Date
  Shares   Weighted
Avg.
   Remain.
Life
   Intrinsic
Val
   Shares   Weighted
Avg.
   Remain.
Life
   Intrinsic
Val
 
Dec 2005   -    -    -    -    -    -    -    - 
Dec 2010   -    -    -    -    -    -    -    - 
Jan 2011   6,000    5.96    0.0    -    6,000    5.96    0.0    - 
Nov 2012   94,000    5.17    1.9    -    56,400    5.17    1.9    - 
Nov 2013   5,000    5.75    2.9    -    2,000    5.75    2.9    - 
Dec 2015   49,000    5.27    5.0   $1,450    -    -    -    - 
TOTAL   154,000    5.25    2.9   $1,450    64,400    5.26    1.8    - 

 

 F-27 

 

 

Warrants

 

On July 17, 2012, the Company issued detachable warrants in connection with the Note and Warrant Purchase Agreement with BMO Equity (see Note 8). The warrants are exercisable at any time after July 17, 2012 and until July 17, 2022, or 18 months after full payment of the related $5,000,000 note payable, whichever is earlier, for up to 4% of the outstanding units of the Company (on a fully diluted basis) on the date of exercise. The warrants are exercisable at the purchase price of $0.01 per unit. At inception, the fair value allocated to the warrants of $703,000 was separately reflected as a noncurrent liability in the consolidated balance sheet.

 

The fair value of the detachable warrants was estimated on the date of the grant using the Black-Scholes option-pricing model. This model uses the assumptions listed in the table below as of July 17, 2012 (initial valuation date of the warrants). In the valuation of the warrants, it was determined that the warrants were required to be carried as a derivative liability at fair value. Changes in the fair value of the warrants have been recognized in the consolidated statement of operations.

 

   December 31,
2015
   December 31,
2014
   December 31,
2013
   December 31,
2012
   July 17,
2012
 
Weighted average fair value per warrant  $5.11   $3.76   $5.84   $4.87   $5.03 
Risk-free interest rate   1.76%   2.47%   2.45%   1.18%   0.99%
Expected lives   4.0 yrs.    5.0 yrs.    6.0 yrs.    7.0 yrs.    7.5 yrs. 
Expected volatility   28.99%   44.99%   37.49%   28.18%   36.98%

 

The following is a summary of the activity of the Company’s warrants for the years ended December 2015 and 2014:

 

   December 31, 2015   December 31, 2014 
       Weighted Avg.       Weighted Avg. 
   Shares   Exercise Price   Shares   Exercise Price 
Outstanding and exercisable, beginning of period   140,048   $0.01    140,048   $0.01 
Granted   -    -    -    - 
Exercised   -    -    -    - 
Cancelled   -    -    -    - 
Outstanding and exercisable at the end of period   140,048   $0.01    140,048   $0.01 

 

The warrants outstanding and exercisable as of December 31, 2015 have a remaining life of 6.55 years and a fair value of $714,000.

 

 F-28 

 

 

17. Earnings Per Share

 

Basic earnings per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during each period.

 

Diluted earnings per share is computed by dividing the net income by the weighted average number of shares of common stock and equivalents (stock options and warrants), unless anti-dilutive, during each period.

 

For the three and twelve months ended December 31, 2015, 106,065 shares were anti-dilutive (not included in the determination of earnings on a diluted basis), all of which were represented by options. For the three and twelve months ended December 31, 2014, 185,000 shares were anti-dilutive, all of which were represented by options.

 

Consolidated Earnings per Share

 

   Year Ended December 31, 
   2015   2014 
Basic          
Average shares outstanding:          
Weighted average number of shares outstanding during the period   3,297,448    3,288,332 
           
Earnings:          
Net income attributable to CTI Industries Corporation  $1,047,333   $514,318 
           
Amount for per share Computation  $1,047,333   $514,318 
           
Net earnings applicable to Common Shares  $0.32   $0.16 
           
Diluted          
Average shares outstanding:   3,297,448    3,288,332 
Weighted averages shares Outstanding Common stock equivalents (options, warrants)   139,692    151,095 
           
Weighted average number of shares outstanding during the period   3,437,140    3,439,427 
           
Earnings:          
Net income attributable to CTI Industries Corporation  $1,047,333   $514,318 
           
Amount for per share computation  $1,047,333   $514,318 
           
Net income applicable to Common Shares  $0.30   $0.15 

 

 F-29 

 

 

18. Geographic Segment Data

 

The Company’s operations consist of a business segment which designs, manufactures, and distributes film products. Transfers between geographic areas were primarily at cost plus a standard markup. The Company’s subsidiaries have assets consisting primarily of trade accounts receivable, inventory and machinery and equipment. Sales and selected financial information by geographic area for the years ended December 31, 2015 and 2014, respectively, are:

 

   United States   United Kingdom
(UK)
   Europe
(Excluding
UK)
   Mexico   Consolidated 
Year ended 12/31/15                         
Sales to outside customers  $46,520,000   $2,207,000   $1,530,000   $9,108,000   $59,365,000 
Total Assets  $30,772,000   $1,791,000   $1,562,000   $7,680,000   $41,805,000 

 

   United States   United Kingdom
(UK)
   Europe
(Excluding
UK)
   Mexico   Consolidated 
Year ended 12/31/14                         
Sales to outside customers  $42,896,000   $2,497,000   $1,592,000   $10,843,000   $57,828,000 
Total Assets  $33,026,000   $1,048,000   $1,457,000   $7,516,000   $43,047,000 

 

19. Contingencies

 

In the ordinary conduct of our business, we are from time to time subject to lawsuits, investigations and claims, including environmental claims and employee-related matters. Although we cannot predict with certainty the ultimate resolution of lawsuits, investigations and claims asserted against us, including civil penalties or other enforcement actions, we do not believe that any currently pending legal proceeding or proceedings to which we are a party will have a material adverse effect on our business, financial condition or results of operations.

 

20. Subsequent Events

 

On January 8, 2016, the Company acquired a 28.5% equity interest in Clever Container Company, LLC.

 

 F-30 

 

 

Schedule II – Valuation and Qualifying Accounts:

 

The following is a summary of the allowance for doubtful accounts related to accounts receivable for the years ended December 31:

 

   2015   2014 
Balance at beginning of year  $230,000   $217,000 
Charged to expenses   55,000    67,000 
Uncollectible accounts written off   (159,000)   (54,000)
Balance at end of year  $126,000   $230,000 

 

The following is a summary of the allowance for excess inventory for the years ended December 31:

 

   2015   2014 
Balance at beginning of year  $645,000   $738,000 
Charged to expenses   179,000    (92,000)
Obsolete inventory written off   (1,000)   (1,000)
Balance at end of year  $823,000   $645,000 

 

The following is a summary of property and equipment and the related accounts of accumulated depreciation for the years ended December 31:

 

   2015   2014 
Cost Basis          
Balance at beginning of year  $38,818,011   $38,400,335 
Additions   207,239    817,636 
Disposals   -    (399,960)
Balance at end of year  $39,025,250   $38,818,011 
           
Accumulated depreciation          
Balance at beginning of year  $31,062,484   $29,718,564 
Depreciation   1,409,210    1,743,880 
Disposals   -    (399,960)
Balance at end of year  $32,471,694   $31,062,484 

 

 F-31