CTI INDUSTRIES CORP
10QSB, 1998-06-12
MISCELLANEOUS MANUFACTURING INDUSTRIES
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                                FORM 10-QSB

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


               QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


                  For the quarterly period ended April 30, 1998

                          Commission File No. 000-23115


                           CTI INDUSTRIES CORPORATION
             (Exact name of registrant as specified in its charter)


                  Delaware                                 36-2848943
     (State or other jurisdiction of                    (I.R.S. Employer
      incorporation or organization)                 Identification Number)


               22160 North Pepper Road, Barrington, Illinois 60010
               (Address of principal executive offices) (Zip Code)


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



         Registrant 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 and
has been subject to such filing requirements for the past 90 days.


                      APPLICABLE ONLY TO CORPORATE ISSUERS:


         COMMON STOCK, $.065 par value, 2,725,643 outstanding Shares and CLASS B
COMMON STOCK,  $.91 par value,  1,098,901  outstanding  Shares,  as of April 30,
1998.



                                        

<PAGE>

Part I.           FINANCIAL INFORMATION

Item 1.           Financial Statements

         The following  consolidated  financial statements of the Registrant are
attached to this Form 10-QSB:

                  1.       Interim  Balance  Sheet  as of  April  30,  1998  and
                           Balance Sheet as of October 31, 1997.

                  2.       Interim  Statements of  Operations  for the three and
                           six month periods ending April 30, 1998 and April 30,
                           1997.

                  3.       Interim  Statements  of Cash  Flows for the six month
                           periods ending April 30, 1998 and April 30, 1997.


         The  Financial  Statements  reflect all  adjustments  which are, in the
opinion of management,  necessary to a fair statement of results for the periods
presented.


Item 2.           Management's Discussion and Analysis of Financial Condition 
                  and Results of Operation

Results of Operations

         Net Sales.  For the fiscal  quarter  ended  April 30,  1998,  net sales
increased to $5,492,000 from $4,065,000 for the first fiscal quarter of 1997, an
increase of approximately  35%. The Company  experienced  increases in sales, as
compared to the second  quarter of fiscal 1997,  in each of its product lines --
mylar balloons,  latex balloons and printed and laminated  films.  Net sales for
the first six months of fiscal 1998 were  $11,332,000  as compared to $8,736,000
for the same period of 1997.

         Cost of Sales.  For the  quarter  ended April 30,  1998,  cost of sales
increased  to 58.9% of net sales as compared to 54.4% of net sales in the second
fiscal  quarter of 1997. The increase was a result of a higher direct labor rate
and increases in certain overhead expenses (overtime premium,  payroll taxes and
real estate taxes). Cost of goods sold were 59.1% of net sales for the first six
months of fiscal 1998, as compared to 61.6% for the same period of 1997.

         Administrative.  For the quarter  ended April 30, 1998,  administrative
expenses were $697,000,  or 12.7% of sales as compared to $469,000,  or 11.5% of
sales for the  second  fiscal  quarter  of 1997.  Administrative  expenses  were
$1,223,000  or 10.8% of net sales for the first six  months of fiscal  1998,  as
compared to $900,000 or 10.3% of net sales for the first six months of 1997. The
increase was due in part to increased costs resulting from the Company's  status
as a public company, and an increase in administrative salaries.




                                        2

<PAGE>


         Selling.  For the quarter ended April 30, 1998,  selling  expenses were
$708,000,  or 12.9% of net sales,  as compared to $693,000,  or 17% of net sales
for the second fiscal quarter of 1997.  The  percentage  decrease was due to the
Company's  ability to increase sales while  maintaining  selling expense levels.
For the first six months of fiscal 1998  selling  expenses  were  $1,449,000  or
12.8% of net sales as compared to $1,364,000 or 15.6% of net sales for the first
six months of 1997.

         Advertising  and  Marketing.  For the  quarter  ended  April 30,  1998,
advertising  and  marketing  expenses  were  $462,000  or 8.4% of net  sales  as
compared to $265,000 or 6.5% of net sales in the second fiscal  quarter of 1997.
Advertising  and  marketing  expenses were $941,000 or 8.3% of net sales for the
first six months of 1998 as  compared  to  $468,000 or 5.3% of net sales for the
same period of 1997.  The  increase in these  expenses was a result of catalogue
printing  costs and service  fees and rebates  paid on  national  account  sales
programs.

         Net Income or Loss.  For the quarter ended April 30, 1998,  the Company
had income  before  income taxes of $335,000 as compared to income before income
taxes of $293,000  for the second  fiscal  quarter of 1997.  The  provision  for
income tax for the second  quarter of fiscal 1998 was $98,000  resulting  in net
income of $238,000 as compared to no provision for the same quarter of 1997 as a
result of loss carry forwards. For the second quarter of 1998, the entire income
of $238,000 was allocable to Common Stock,  whereas in the second  quarter 1997,
$260,000 of income was allocable to the Common Stock and the  remaining  $33,000
was allocable to the then outstanding  Convertible Preferred Stock.  Convertible
Preferred  Stock was converted to Class B Common Stock in November of 1997.  For
the six months ended April 30, 1998, net income was $563,000 (all  attributed to
Common  Stock) as compared  to $391,000  for the first six months of fiscal 1997
(with  $65,000  being  allocable  to  Convertible  Preferred  Stock and $326,000
allocable to Common Stock).


Financial Condition

         Liquidity and Capital  Resources.  Cash flow used in operations  during
the six months ended April 30, 1998,  was  $2,437,000.  This resulted  primarily
from  increased  sales  and  resulting  increases  in  accounts  receivable  and
inventory of over  $3,173,000.  During the first six months of 1997, the Company
had cash flows used in operations of $911,000 mainly as a result of increases in
accounts receivable of $1,022,000.

         At October 31, 1997, the Company maintained a cash balance of $237,000.
In November of 1997,  the Company sold  1,725,000  shares of its Common Stock at
$4.00  per  share in an  initial  public  offering.  The net  proceeds  from the
offering  to the Company  were  approximately  $5,500,000.  The  Company's  cash
balance at April 30, 1998 was $1,291,000.

         Investment  Activities.  During the six months ended April 30, 1998 and
April 30, 1997, the Company invested $1,199,000 and $343,000,  respectively,  in
machinery and  equipment and  merchandise  displays at customer  locations.  The
Company also invested in and advanced to its Mexican  supplier of latex balloons
$1,350,000 in the first six months of 1998.




                                        3

<PAGE>


         Financing  Activities.  For the six months  ended April 30,  1998,  the
Company generated $6,045,000 in financing  activities,  primarily as a result of
the proceeds of the  Company's  initial  public  offering of its Common Stock in
November of 1997. Cash flow provided by financing  activities for the six months
ended April 30, 1997, was $1,155,000  resulting primarily from advances on lines
of credit.

         The Company believes that existing capital resources and cash generated
from  operations,  will be sufficient to meet the Company's  requirements for at
least 12 months.

         Seasonality.  In the mylar product line, sales have  historically  been
seasonal with  approximately 20% to 27% of annual sales of mylar being generated
in December and January and 11% to 13% of annual mylar sales being  generated in
June and July in recent years.  The sale of latex  balloons and  laminated  film
products have not historically been seasonal.

         Forward Looking  Statements.  Forward  looking  statements made in this
filing involve material risks and uncertainties  that could cause actual results
and events to differ materially from those set forth, or implied,  including (i)
the  Company's  ability  to enter  into  contracts  with  licensors,  suppliers,
distributors,  and strategic  partners,  (ii) the Company's  growth strategy and
(iii) anticipated trends in the Company's  business,  as well as other risks and
uncertainties reported in the Company's other SEC filings.



Part II.  OTHER INFORMATION

Item 1.           Legal Proceedings

                  Not applicable.


Item 2.           Changes in Securities

         In  March  and  May of  1996,  a group  of  investors  made  an  equity
investment  of  $1,000,000  in the  Company  in return for  1,098,901  shares of
Preferred Stock,  $.91 par value.  Each share of Preferred Stock was entitled to
an annual cumulative  dividend of 13% of the purchase price, and was convertible
into one share of Common Stock. The shares of Preferred Stock, voting separately
as a class, were entitled to elect four of the Company's directors.

         In  July,   1997,  the  Company   effected  a   recapitalization   (the
"Recapitalization")   without   a   formal   reorganization.   As  part  of  the
Recapitalization, the Board of Directors approved the creation of Class B Common
Stock,  approved a 1 for 2.6 reverse  stock  split on both the Common  Stock and
Preferred Stock,  and negotiated a conversion of all then outstanding  shares of














                                        4

<PAGE>



the Company's  Convertible Preferred Stock into an aggregate of 1,098,901 shares
of Class B Common Stock.  The  conversion  was effective upon the closing of the
initial public  offering of the Company's  Common Stock in November of 1997. The
shares of Class B Common  Stock  contain  rights  identical  to shares of Common
Stock, except that shares of Class B Common Stock, voting separately as a class,
have the right to elect four of the Company's seven directors.  Shares of Common
Stock and Class B Common Stock,  voting  together as a class,  vote on all other
matters,    including   the   election   of   the   remaining   directors.   The
recapitalization, initial public offering and related transactions were approved
by written consent of the shareholders.


Item 3.           Defaults Upon Senior Securities

                  Not applicable.


Item 4.           Submission of Matters to a Vote of Security Holders

         On May 1, 1998, the annual meeting of  shareholders  of the Company was
held. The Company's current Board of Directors was re-elected.


Item 5.           Other Information

                  Not applicable.


Item 6.           Exhibits and Reports on Form 8-K

                  (a)      Exhibits*

                  (b)      The Company has not filed a Current Report during the
                           quarter covered by this report.


                  *        Also  incorporated by reference the Exhibits filed as
                           part  of  the  SB-2  Registration  Statement  of  the
                           Registrant,   effective   November   5,   1997,   and
                           subsequent periodic filings.














                                        5

<PAGE>


                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.


 Dated: June 12, 1998              CTI INDUSTRIES CORPORATION


                                   By: /s/ Stephen M. Merrick
                                       --------------------------------------
                                       Stephen M. Merrick, Chief Executive
                                       Officer and Principal Financial Officer


















                                        6

<PAGE>

CTI Industries Corporation and Subsidiary

Consolidated Balance Sheet

<TABLE>
<CAPTION>

                                                                  April 30, 1998  October 31, 1997
                                                                    (Unaudited)      (See note)
                                                                   ------------    ------------
                      ASSETS
<S>                                                                <C>             <C>  
Current assets:       
  Cash                                                             $  1,291,353    $    237,230
  Accounts Receivable (less allowance for doubtful
    accounts of $148,275 and $136,050 at
    April 30, 1998 and October 31, 1997)                              4,289,621       3,045,696
  Inventories                                                         6,891,840       5,073,861
  Deferred tax assets                                                   327,035         327,035
  Other                                                                 807,249         483,652
                                                                   ------------    ------------

      Total current assets                                           13,607,098       9,167,474

Property and equipment:
  Machinery and equipment                                             7,651,448       6,711,978
  Building                                                            2,181,647       2,175,713
  Office furniture and equipment                                      1,470,057       1,058,150
  Land                                                                  250,000         250,000
  Leasehold improvements                                                147,128         147,128
  Projects under construction                                           244,133         402,714
                                                                   ------------    ------------
                                                                     11,944,413      10,745,683
    Less :  accumulated depreciation                                 (7,278,777)     (6,851,148)
                                                                   ------------    ------------

      Total property and equipment, net                               4,665,636       3,894,535

Other assets:
  Deferred IPO costs                                                       --           445,067
  Deferred financing costs, net                                          51,991          56,671
  Invesment in subsidiaries                                             933,801          81,816
  Note receivable                                                       730,000         300,000
  Deferred tax assets                                                   272,063         272,063
                                                                   ------------    ------------

      Total other assets                                              1,987,855       1,155,617
                                                                   ------------    ------------

TOTAL ASSETS                                                       $ 20,260,589    $ 14,217,626
                                                                   ============    ============
<FN>
See accompanying notes
</FN>
</TABLE>




                                       7
<PAGE>

CTI Industries Corporation and Subsidiary

Consolidated Balance Sheet
<TABLE>
<CAPTION>

                                                                 April 30, 1998  October 31, 1997
                                                                    (Unaudited)    (See note)
                                                                  ------------    ------------

LIABILITIES AND STOCKHOLDERS' EQUITY

<S>                                                                 <C>             <C>    
Current liabilities:   
  Accounts payable                                                  $2,507,238      $3,725,500
  Line of credit                                                     3,297,283       3,017,940
  Stock redemption contract payable - current portion                    --             30,533
  Notes payable - current portion                                    1,259,281         580,097
  Accrued liabilities                                                1,528,335         871,182
                                                                 -------------    ------------
                                                                               
      Total current liabiliites                                      8,592,137       8,225,252
                                                                               
Long-term liabilities:                                                         
  Notes payable                                                      2,683,174       2,885,151
  Subordinated debt                                                    865,000         865,000
                                                                 -------------    ------------
                                                                               
      Total long-term liabilities                                    3,548,174       3,750,151
                                                                               
Redeemable common stock                                                431,361         450,000
                                                                               
Stockholders' equity:                                                          
  Convertible preferred stock - $.91 par value,                                
    2,000,000 shares authorized, 1,098,901 shares                                                                     
    issued and outstanding, including accumulated                                                  
    dividends of $63,917 at October 31, 1997                              --         1,063,917
  Common stock - $.065 par value, 11,000,000 shares                            
    authorized,  2,879,584  (April 30,  1998) and                              
    1,154,58 (October 31, 1997)shares issued,                                  
    2,725,643 (April 30, 1998) and 1,010,202                                   
    (October 31, 1997) shares outstanding                              187,173          75,048
  Class B common stock - $.91 par value,                                       
    1,100,000 shares authorized, 1,098,901 shares                              
    outstanding at April 30, 1998                                    1,000,000            --
  Paid-in-capital                                                    5,537,942         248,348
  Retained earnings                                                  1,742,509       1,179,274
  Foreign currency translation adjustment                               46,693          51,036
    Less:                                                                      
      Treasury stock - 153,941 (April 30, 1998) and                   (389,339)       (370,700)
        144,382 (October 31, 1997) shares at cost                              
      Redeemable common stock                                         (431,361)       (450,000)
      Stock subscription receivable                                     (4,700)         (4,700)
                                                                 -------------    ------------
                                                                               
      Total stockholders' equity                                     7,688,917       1,792,223
                                                                 -------------    ------------
                                                                               
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                           $20,260,589     $14,217,626
                                                                 =============    ============
                                                                  

<FN>
Note:  The balance  sheet at October 31, 1997 has been  derived from the audited
consolidated  financial statements at that date, but does not include all of the
information and footnotes required by generally accepted  accounting  principles
for complete statements.

See accompanying notes
</FN>
</TABLE>



                                       8
<PAGE>


CTI Industries Corporation and Subsidiary

Consolidated Statement of Operations
<TABLE>
<CAPTION>

                                                                                 
                                                      Quarter Ended April 30          Year to Date  April 30
                                                       1998            1997            1998            1997
                                                    (Unaudited)     (Unaudited)     (Unaudited)     (Unaudited)
                                                   ------------    ------------    ------------    ------------
<S>                                                <C>             <C>             <C>             <C>         
Net Sales                                          $  5,492,346    $  4,064,525    $ 11,331,580    $  8,736,121

Cost of Sales                                         3,233,488       2,210,377       6,694,577       5,384,031
                                                   ------------    ------------    ------------    ------------

      Gross profit on sales                           2,258,858       1,854,148       4,637,003       3,352,090

Operating expenses:
  Administrative                                        697,324         469,463       1,223,306         900,385
  Selling                                               708,165         692,843       1,448,724       1,363,865
  Advertising and marketing                             462,452         265,319         941,148         468,344
                                                   ------------    ------------    ------------    ------------

      Total operating expenses                        1,867,941       1,427,625       3,613,178       2,732,594
                                                   ------------    ------------    ------------    ------------

Income from operations                                  390,917         426,523       1,023,825         619,496

Other income (expense):
  Interest income                                        40,759            --            91,577            --
  Interest expense                                     (191,178)       (161,100)       (368,336)       (303,942)
  Lease income                                           22,169            --            22,169            --
  Income from investments                                50,456            --            50,456            --
  Other                                                  22,352          27,424          47,744          75,137
                                                   ------------    ------------    ------------    ------------

      Total other expense                               (55,442)       (133,676)       (156,390)       (228,805)
                                                   ------------    ------------    ------------    ------------

Income before income taxes                              335,475         292,847         867,435         390,691

Income tax expense (benefit)                             97,500            (158)        304,200            --
                                                   ------------    ------------    ------------    ------------

      Net income                                        237,975         293,005         563,235         390,691

Dividends applicable to convertible
  preferred stock                                          --           (32,500)           --           (65,000)
                                                   ------------    ------------    ------------    ------------

Income applicable to common shares                 $    237,975    $    260,505    $    563,235    $    325,691
                                                   ============    ============    ============    ============

Basic income per common and
  common equivalent shares                         $       0.06    $       0.26    $       0.15    $       0.33
                                                   ============    ============    ============    ============

Diluted income per common
  and common equivalent shares                     $       0.06    $       0.13    $       0.14    $       0.18
                                                   ============    ============    ============    ============

Weighted average number of shares and
  equivalent shares of common stock
  outstanding
    Basic                                             3,832,297         990,971       3,765,284         989,048
                                                   ============    ============    ============    ============

    Diluted                                           4,178,167       2,216,681       4,126,660       2,214,758
                                                   ============    ============    ============    ============

<FN>
See accompanying notes
</FN>
</TABLE>



                                       9
<PAGE>



CTI Industries Corporation and Subsidiary

Consolidated Statement of Cash Flows

<TABLE>
<CAPTION>                                                      
                                                                    Six Months Ended April 30
                                                                        1998           1997
                                                                    (Unaudited)    (Unaudited)
                                                                    -----------    -----------

Cash Flow Provided by Operations:
<S>                                                                     <C>            <C>    
  Net income                                                        $   563,235    $   390,691
  Adjustment to reconcile net income:
    Depreciation and amortization                                       432,308        230,702
    Equity in earnings of P&TF and CTF                                  (50,456)          --
    Gain on sale of property and equipment                                 --          (42,942)
    Provision for losses on A/R & inventory                             111,255         72,600
    Change in assets and liabilities:
      Change in accounts receivable                                  (1,265,610)    (1,022,464)
      Change in inventory                                            (1,907,548)      (183,547)
      Change in other assets                                            241,307        (87,364)
      Change in accounts payable & accrued expenses                    (561,111)      (268,704)
                                                                    -----------    -----------

Total Cash Flow Used by Operations                                   (2,436,620)      (911,028)

Cash Flow Provided by Investing Activities:
  Proceeds from sale of property and equipment                             --            2,942
  Purchases of property and equipment                                (1,198,730)      (343,193)
  Investment in and advances to P&TF                                 (1,350,000)          --
  Investment in joint venture                                            (1,529)       (34,575)
                                                                    -----------    -----------

Total Cash Flow Used by Investing Activities                         (2,550,259)      (374,826)

Cash Flow Provided by Financing Activities:
  Stock redemption contract payments                                    (30,533)       (32,807)
  Advances on line of credit                                          9,460,000      1,367,205
  Repayments on line of credit                                       (9,180,657)      (483,338)
  Proceeds from issuance of long term debt                               10,630         18,000
  Proceeds from issuance of short term debt                             850,000           --
  Repayment of long term debt                                          (383,423)      (200,874)
  Proceeds from debt issued to related parties                             --          375,600
  Proceeds from issuance of preferred stock                                --          160,000
  Proceeds from issuance of common stock                              5,401,883           --
  Conversion of preferred stock                                      (1,000,000)          --
  Purchase treasury stock                                               (18,639)          --
  Proceeds from conversion of preferred stock                         1,000,000           --
  Dividends paid                                                        (63,917)       (48,750)
                                                                    -----------    -----------

Total Cash Flow Provided by Financing Activities                      6,045,344      1,155,036

Effect of exchange rate changes on cash                                  (4,342)          --
                                                                    -----------    -----------

Increase (Decrease) in Cash and Equivalents                           1,054,123       (130,818)

Cash and Equivalents at Beginning of Period                             237,230        130,818
                                                                    -----------    -----------

Cash and Equivalents at End of Period                               $ 1,291,353    $      --
                                                                    ===========    ===========

Supplemental disclosures:
  Cash paid for interest                                            $   400,820    $   328,319
  Cash paid for income taxes                                        $   140,000    $      --

Non-cash financing activities:
  Assets exchanged for settlement of debt                                  --      $    40,000
  Common stock warrants exercised in exchange for
    contractual services received                                          --      $    19,500

<FN>
See accompanying notes
</FN>
</TABLE>




                                       10
<PAGE>




April 30, 1998

Note 1 - Basis of Presentation

The accompanying  unaudited consolidated financial statements have been prepared
in  accordance  with  generally  accepted  accounting   principles  for  interim
financial information and with the instructions to Form 10-QSB and Article 10 of
Regulation  S-X.  Accordingly,  they do not include all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial statements. In the opinion of management,  all adjustments (consisting
of normal recurring accruals)  considered necessary for a fair presentation have
been included.  Operating  results for the six-month period ended April 30, 1998
are not necessarily  indicative of the results that may be expected for the year
ended  October 31,  1998.  For further  information,  refer to the  consolidated
financial  statements and footnotes  thereto included in the Registrant  Company
and  Subsidiaries'  annual  report on Form 10-K for the year ended  October  31,
1997.


Note 2 - P&TF Transaction

On January 26, 1998,  the Company and Pulidos et  Terminados  Finos S.A. de C.V.
("P&TF")  entered into an agreement  under which (i) the Company  subscribed for
45% of the  outstanding  capital  stock of P&TF for  $800,000,  (ii) the Company
loaned to P&TF $850,000  collateralized  by certain latex balloon  manufacturing
equipment,  and (iii) the 1995 equipment  purchase agreement between the parties
was cancelled with respect to 2 pieces of latex balloon manufacturing equipment,
which  equipment  is now owned by CTI and leased to P&TF.  The  purchase  of the
capital stock was  effective  February 1, 1998,  and the purchase  price for the
capital  stock was paid by (i) applying  $400,000 of advances made to P&TF prior
to closing and (ii) a cash payment for the balance.  The $400,000  debt owing to
the  Company  from the 1995  acquisition  was  extinguished  as a result  of the
cancellation  of the sales of the two pieces of equipment  to P&TF.  Funding for
the purchase of the P&TF stock was provided from general  operating funds of the
Company and, for the loan to P&TF, by a loan to the Company from First  American
Bank. At the time of the  transaction,  the  suspension  of payments  proceeding
relating  to P&TF (in the  nature  of a  Chapter  XI  bankruptcy  reorganization
proceeding) was terminated.


Note 3 - Commitments

In April 1998,  the Company  entered into an agreement to purchase new extrusion
equipment.  The equipment is anticipated to cost approximately  $1,941,000,  and
will be financed by a new loan to the Company from First American Bank.


Note 4 - Debt Restructuring

In May 1998, the Company restructured its debt with First American Bank. The new
credit  arrangements  provide for consolidation of certain term loans at reduced
interest rates,  and an increase in the revolving line of credit from $3,250,000
to $4,000,000.


Note 5 - Earnings Per Share

In November 1997, the Company adopted the provisions of SFAS No. 128,  "Earnings
per Share". Adoption of this pronouncement did not have a material impact on the
Company's financial statements. The provisions of SFAS No.
128 were applied to the prior period presented.

Basic income per common share is computed by dividing income available to common
shareholders,  net income less preferred stock dividends, if applicable,  by the
weighted  average  number  of shares of common  stock  outstanding  during  each
period.

Diluted income per common share for the quarter ended April 30, 1998 and year to
date April 30, 1998 is computed by dividing net income by the  weighted  average
number of shares of common stock and common stock equivalents (stock options and
warrants), unless anti-dilutive, during the period.





                                       11
<PAGE>


April 30, 1998

Diluted income per common share for the quarter ended April 30, 1997 and year to
date April 30, 1997 is computed by dividing net income by the  weighted  average
number of shares of common stock and common stock  equivalents  (stock  options,
warrants and convertible  preferred  stock),  unless  anti-dilutive,  during the
period.  The weighted  average number of shares and equivalent  shares of common
stock outstanding during the period ended April 30, 1997 reflects  conversion of
all convertible  preferred stock into 1,098,901 shares of common stock as of the
beginning of the period.

Income  per  common  share for the  periods  ended  April 30,  1998 and 1997 was
computed as follows (in thousands, except per share amounts):


CTI Industries Corporation and Subsidiary

<TABLE>
<CAPTION>                                                                          
                                         Quarter Ended   April 30       Year to Date April 30
                                             1998          1997           1998          1997
                                         -------------------------    -------------------------
Basic
Average shares outstanding:
<S>                                        <C>             <C>          <C>             <C>    
  Weighted average number of shares
    of common stock outstanding
    during the period                      3,832,297       990,971      3,765,284       989,048
                                         ===========   ===========    ===========   ===========

Net income:
  Net income                             $   237,975   $   293,005    $   563,235   $   390,691
  Less preferred stock dividends                --         (32,500)          --         (65,000)
                                         -----------   -----------    -----------   -----------

  Amount for per share computation       $   237,975   $   260,505    $   563,235   $   325,691
                                         ===========   ===========    ===========   ===========

  Per share amount                       $      0.06   $      0.26    $      0.15   $      0.33
                                         ===========   ===========    ===========   ===========

Diluted
Average shares outstanding:
  Weighted average number of shares
    of common stock outstanding
    during the period                      3,832,297       990,971      3,765,284       989,048
  Net additional shares assuming stock
    options and warrants exercised and
    proceeds used to purchase treasury
    stock                                    345,870       126,809        361,376       126,809
  Additional shares assuming conversion    
    of convertible preferred stock              --       1,098,901           --       1,098,901
                                         -----------   -----------    -----------   -----------
  Weighted average number of shares
    and equivalent shares of
    common stock outstanding
    during the period                      4,178,167     2,216,681      4,126,660     2,214,758
                                         ===========   ===========    ===========   ===========

Net income:
  Net income                             $   237,975   $   293,005    $   563,235   $   390,691
  Less preferred stock dividends                --         (32,500)          --         (65,000)
                                         -----------   -----------    -----------   -----------
  Income applicable to common shares     $   237,975   $   260,505    $   563,235   $   325,691
  Add dividends on preferred stock
    assumed converted 
    into common shares                          --          32,500           --          65,000
                                         -----------   -----------    -----------   -----------

  Amount for per share computation       $   237,975   $   293,005    $   563,235   $   390,691
                                         ===========   ===========    ===========   ===========

  Per share amount                       $      0.06   $      0.13    $      0.14   $      0.18
                                         ===========   ===========    ===========   ===========
</TABLE>


                                       12

<TABLE> <S> <C>


<ARTICLE> 5
<LEGEND>

THIS SCHEDULE  CONTAINS SUMMARY  INFORMATION  EXTRACTED FROM FORM 10-QSB FOR THE
QUARTERLY  PERIOD  ENDED  APRIL 30,  1998 AND IS  QUALIFIED  IN ITS  ENTIRETY BY
REFERENCE TO SUCH FORM 10-QSB.

</LEGEND>
<CIK>                                       0001042187
<NAME>                      CTI Industries Corporation
<MULTIPLIER>                                     1,000
<CURRENCY>                                     dollars
       
<S>                            <C> 
<PERIOD-TYPE>                   6-mos
<FISCAL-YEAR-END>                    OCT-31-1998
<PERIOD-START>                       NOV-01-1997
<PERIOD-END>                         APR-30-1998
<EXCHANGE-RATE>                           1.000
<CASH>                                    1,291
<SECURITIES>                                  0 
<RECEIVABLES>                             4,438 
<ALLOWANCES>                                148
<INVENTORY>                               6,892 
<CURRENT-ASSETS>                         13,607 
<PP&E>                                   11,944 
<DEPRECIATION>                            7,279
<TOTAL-ASSETS>                           20,261 
<CURRENT-LIABILITIES>                     8,592 
<BONDS>                                       0 
                         0 
                                   0 
<COMMON>                                  1,187 
<OTHER-SE>                                6,502 
<TOTAL-LIABILITY-AND-EQUITY>             20,261
<SALES>                                  11,332 
<TOTAL-REVENUES>                         11,332
<CGS>                                     6,695 
<TOTAL-COSTS>                             6,695 
<OTHER-EXPENSES>                          3,402 
<LOSS-PROVISION>                              0 
<INTEREST-EXPENSE>                          368
<INCOME-PRETAX>                             867 
<INCOME-TAX>                                304 
<INCOME-CONTINUING>                         563 
<DISCONTINUED>                                0 
<EXTRAORDINARY>                               0 
<CHANGES>                                     0 
<NET-INCOME>                                563 
<EPS-PRIMARY>                               .15
<EPS-DILUTED>                               .14 
                                        


</TABLE>


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