CTI INDUSTRIES CORP
10QSB, 1998-09-10
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 July 31, 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, 2,737,495 outstanding Shares and CLASS B
COMMON STOCK, $.91 par value, 1,098,901 outstanding Shares, as of July 31, 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 July 31, 1998 and Balance
                           Sheet as of October 31, 1997.

                  2.       Interim  Statements of  Operations  for the three and
                           nine month periods  ending July 31, 1998 and July 31,
                           1997.

                  3.       Interim  Statements  of Cash Flows for the nine month
                           periods ending July 31, 1998 and July 31, 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  July 31,  1998,  net sales
increased  to  $4,382,000  from  $3,346,000  for the same  quarter  of 1997,  an
increase of approximately  31%. The Company  experienced  increases in sales, as
compared to the third  quarter of fiscal 1997,  in each of its product  lines --
mylar balloons,  latex balloons and printed and laminated  films.  Net sales for
the first nine months of fiscal 1998 were $15,714,000 as compared to $12,082,000
for the same period of 1997.

         Cost of Sales.  For the  quarter  ended  July 31,  1998,  cost of sales
decreased  to 52.6% of net sales as  compared to 58.6% of net sales in the third
fiscal  quarter  of 1997.  The  decrease  was a result of  increased  production
absorbing a greater  portion of  overhead.  Cost of goods sold were 57.3% of net
sales for the first nine  months of fiscal  1998,  as  compared to 60.8% for the
same period of 1997.

         Administrative.  For the quarter  ended July 31,  1998,  administrative
expenses were $654,000,  or 14.9% of sales as compared to $435,000,  or 13.0% of
sales  for the  same  fiscal  quarter  of  1997.  Administrative  expenses  were
$1,877,000  or 11.9% of net sales for the first nine months of fiscal  1998,  as
compared to  $1,336,000 or 11.1% of net sales for the first nine 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.

         Selling.  For the quarter  ended July 31, 1998,  selling  expenses were
$635,000,  or 14.5% of net sales, as compared to $679,000, or 20.3% of net sales
for the third fiscal  quarter of 1997.  The  decrease  was due to the  Company's
ability to increase sales while maintaining selling expense levels. For the





                                        2
<PAGE>



first nine months of fiscal 1998 selling  expenses  were  $2,083,000 or 13.3% of
net sales as  compared  to  $2,043,000  or 16.9% of net sales for the first nine
months of 1997.

         Advertising  and  Marketing.  For the  quarter  ended  July  31,  1998,
advertising  and  marketing  expenses  were  $463,000  or 10.6% of net  sales as
compared to $156,000 or 4.7% of net sales in the third  fiscal  quarter of 1997.
Advertising and marketing  expenses were $1,404,000 or 8.9% of net sales for the
first nine  months of 1998 as  compared to $625,000 or 5.2% 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 July 31, 1998,  the Company
had income  before  income taxes of $162,000 as compared to a loss before income
taxes of $44,000 for the third fiscal  quarter of 1997. The provision for income
tax for the third quarter of fiscal 1998 was $47,000  resulting in net income of
$115,000 as compared to no provision for the same quarter of 1997. For the third
quarter of 1998, the entire income of $115,000 was allocable to Common Stock. In
the third quarter 1997,  $33,000 of dividends were allocated to then outstanding
Convertible  Preferred Stock,  resulting in a loss applicable to Common Stock of
$76,000.  Convertible  Preferred  Stock was converted to Class B Common Stock in
November  of 1997.  For the nine  months  ended  July 31,  1998,  net income was
$679,000 (all  attributed to Common Stock) as compared to $347,000 for the first
nine  months of  fiscal  1997  (with  $97,000  being  allocable  to  Convertible
Preferred Stock and $250,000 allocable to Common Stock).


Financial Condition

         Liquidity and Capital  Resources.  Cash flow used in operations  during
the nine months ended July 31, 1998,  was  $2,477,000.  This resulted  primarily
from  increased  sales  and  resulting  increases  in  accounts  receivable  and
inventory of over $3,928,000.  During the first nine months of 1997, the Company
had cash flows used in operations of $643,000 mainly as a result of increases in
accounts receivable and inventory of $968,000.

         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 July 31, 1998 was $764,000.

         Investment  Activities.  During the nine months ended July 31, 1998 and
July 31, 1997, the Company invested  $1,999,000 and $471,000,  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 nine months of 1998.

         Financing  Activities.  For the nine months  ended July 31,  1998,  the
Company generated $6,389,000 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 and the  proceeds of  long-term  debt.  Cash flow  provided by
financing  activities  for the nine months ended July 31, 1997,  was  $1,303,000
resulting primarily from the proceeds of a private placement of notes to related





                                        3
<PAGE>



parties and advances on lines of credit. In May, 1998, the Company  restructured
its bank debt,  consolidating  certain term loans at reduced  interest rates and
increasing its line 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
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.







                                        4
<PAGE>




Item 3.           Defaults Upon Senior Securities

                  Not applicable.


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

                  Not applicable.


Item 5.           Other Information

         On August 24,  1998,  the Company  purchased an  additional  office and
warehouse  facility adjacent to the current Company  headquarters in Barrington,
Illinois for $1,585,000.  The building contains 28,700 square feet of office and
warehouse space, set on 5 acres of land. The purchase was bank financed.

         The Company has  assessed its  readiness  for year 2000 in terms of its
current  computer  hardware  and  software  and the  capabilities  of its  major
suppliers. Based on this assessment the Company does not believe that year 2000,
and the Company's  preparation for year 2000, will have a material effect on its
operations.


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: September 10, 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>

                                                                   July 31, 1998  October 31, 1997
                                                                    (Unaudited)       (See note)
                                                                    ------------    ------------
                    ASSETS

<S>                                                                 <C>             <C>         
Current assets:
  Cash                                                              $    764,332    $    237,230
  Accounts Receivable (less allowance for
    doubtful accounts of $169,915 and $136,050
    at July 31, 1998 and October 31, 1997)                             3,081,669       3,045,696
  Inventories                                                          8,758,765       5,073,861
  Deferred tax assets                                                    327,035         327,035
  Other                                                                  896,320         483,652
                                                                    ------------    ------------

      Total current assets                                            13,828,121       9,167,474

Property and equipment:
  Machinery and equipment                                              7,864,687       6,711,978
  Building                                                             2,196,442       2,175,713
  Office furniture and equipment                                       1,482,638       1,058,150
  Land                                                                   250,000         250,000
  Leasehold improvements                                                 161,885         147,128
  Projects under construction                                            789,251         402,714
                                                                    ------------    ------------
                                                                      12,744,903      10,745,683
    Less :  accumulated depreciation                                  (7,531,455)     (6,851,148)
                                                                    ------------    ------------

      Total property and equipment, net                                5,213,448       3,894,535

Other assets:
  Deferred IPO costs                                                        --           445,067
  Deferred financing costs, net                                           48,187          56,671
  Invesment in subsidiaries                                              884,375          81,816
  Note receivable                                                        715,422         300,000
  Deferred tax assets                                                    272,063         272,063
                                                                    ------------    ------------

      Total other assets                                               1,920,047       1,155,617
                                                                    ------------    ------------

TOTAL ASSETS                                                        $ 20,961,616    $ 14,217,626
                                                                    ============    ============


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













                                       7
<PAGE>


CTI Industries Corporation and Subsidiary

Consolidated Balance Sheet

<TABLE>
<CAPTION>


                                                                 July 31, 1998   October 31, 1997
                                                                   (Unaudited)       (See note)
                                                                  ------------    ------------

               LIABILITIES AND STOCKHOLDERS' EQUITY

<S>                                                               <C>             <C>         
Current liabilities:
  Accounts payable                                                $  2,741,473    $  3,725,500
  Line of credit                                                     3,184,094       3,017,940
  Stock redemption contract payable - current portion                     --            30,533
  Notes payable - current portion                                      445,318         580,097
  Accrued liabilities                                                1,558,755         871,182
                                                                  ------------    ------------

      Total current liabiliites                                      7,929,640       8,225,252

Long-term liabilities:
  Notes payable                                                      3,951,025       2,885,151
  Subordinated debt                                                    865,000         865,000
                                                                  ------------    ------------

      Total long-term liabilities                                    4,816,025       3,750,151

Redeemable common stock                                                416,651         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, 2,898,980 (July 31, 1998) and                                                                         
    1,154,584 (October 31, 1997) shares issued,                                                                    
    2,737,495 (July 31, 1998) and
    1,010,202 (October 31, 1997) shares outstanding                    188,434          75,048
  Class B common stock - $.91 par value,
    1,100,000 shares authorized, 1,098,901 shares
    outstanding at July 31, 1998                                     1,000,000            --
  Paid-in-capital                                                    5,554,332         248,348
  Retained earnings                                                  1,857,940       1,179,274
  Foreign currency translation adjustment                               23,994          51,036
    Less:
      Treasury stock - 161,485 (July 31, 1998) and                    (404,049)       (370,700)
        144,382 (October 31, 1997) shares at cost
      Redeemable common stock                                         (416,651)       (450,000)
      Stock subscription receivable                                     (4,700)         (4,700)
                                                                  ------------    ------------

      Total stockholders' equity                                     7,799,300       1,792,223
                                                                  ------------    ------------

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                          $ 20,961,616    $ 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 July 31            Year to Date July 31
                                                      1998             1997            1998            1997
                                                   (Unaudited)     (Unaudited)     (Unaudited)     (Unaudited)
                                                  ------------    ------------    ------------    ------------
<S>                                               <C>             <C>             <C>             <C>         
Net Sales                                         $  4,382,322    $  3,345,970    $ 15,713,903    $ 12,082,091

Cost of Sales                                        2,306,868       1,962,088       9,001,445       7,346,119
                                                  ------------    ------------    ------------    ------------

      Gross profit on sales                          2,075,454       1,383,882       6,712,458       4,735,972

Operating expenses:
  Administrative                                       654,174         435,133       1,877,480       1,335,518
  Selling                                              634,743         678,987       2,083,467       2,042,852
  Advertising and marketing                            462,716         156,235       1,403,864         624,579
                                                  ------------    ------------    ------------    ------------

      Total operating expenses                       1,751,633       1,270,355       5,364,811       4,002,949
                                                  ------------    ------------    ------------    ------------

Income from operations                                 323,821         113,527       1,347,648         733,023

Other income (expense):
  Interest income                                       32,924            --           124,501            --
  Interest expense                                    (193,561)       (167,276)       (561,897)       (471,218)
  Lease income                                          32,573            --            54,742            --
  Income from investments                              (56,644)           --            (6,188)           --
  Other                                                 23,119          10,191          70,863          85,328
                                                  ------------    ------------    ------------    ------------

      Total other expense                             (161,589)       (157,085)       (317,979)       (385,890)
                                                  ------------    ------------    ------------    ------------

Income before income taxes                             162,232         (43,558)      1,029,669         347,133

Income tax expense (benefit)                            46,800            --           351,000            --
                                                  ------------    ------------    ------------    ------------

      Net income                                       115,432         (43,558)        678,669         347,133

Dividends applicable to convertible
  preferred stock                                         --           (32,500)           --           (97,500)
                                                  ------------    ------------    ------------    ------------

Income applicable to common shares                $    115,432    $    (76,058)   $    678,669    $    249,633
                                                  ============    ============    ============    ============

Basic income per common and
  common equivalent shares                        $       0.03    $      (0.08)   $       0.18    $       0.25
                                                  ============    ============    ============    ============

Diluted income per common
  and common equivalent shares                    $       0.03    $      (0.08)   $       0.16    $       0.16
                                                  ============    ============    ============    ============

Weighted average number of shares and
  equivalent shares of common stock
  outstanding
    Basic                                            3,825,954       1,010,202       3,785,523         996,099
                                                  ============    ============    ============    ============

    Diluted                                          4,110,965       1,010,202       4,124,527       2,221,809
                                                  ============    ============    ============    ============

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




                                       9
<PAGE>

CTI Industries Corporation and Subsidiary

Consolidated Statement of Cash Flows

<TABLE>
<CAPTION>
                                                                      Nine Months Ended July 31
                                                                         1998           1997
                                                                     (Unaudited)     (Unaudited)
                                                                    ------------    ------------
<S>                                                                 <C>             <C>         
Cash Flow Provided by Operations:
  Net income                                                        $    678,669    $    347,133
  Adjustment to reconcile net income:
    Depreciation and amortization                                        688,790         383,936
    Equity in earnings of P&TF and CTF                                     6,188            --
    Gain on sale of property and equipment                                  --           (42,942)
    Provision for losses on A/R & inventory                              207,500          89,554
    Change in assets and liabilities:
      Change in accounts receivable                                      (81,610)       (478,945)
      Change in inventory                                             (3,846,766)       (489,234)
      Change in other assets                                             166,978        (312,575)
      Change in accounts payable & accrued expenses                     (296,620)       (139,492)
                                                                    ------------    ------------

Total Cash Flow Used by Operations                                    (2,476,871)       (642,565)

Cash Flow Provided by Investing Activities:
  Proceeds from sale of property and equipment                              --             2,942
  Purchases of property and equipment                                 (1,999,220)       (471,312)
  Investment in and advances to P&TF                                  (1,350,000)           --
  Investment in joint venture                                             (8,747)        (60,260)
                                                                    ------------    ------------

Total Cash Flow Used by Investing Activities                          (3,357,967)       (528,630)

Cash Flow Provided by Financing Activities:
  Stock redemption contract payments                                     (30,533)        (60,709)
  Advances on line of credit                                          14,380,000       4,813,520
  Repayments on line of credit                                       (14,213,846)     (4,312,855)
  Proceeds from issuance of long term debt                             2,344,959         218,000
  Proceeds from issuance of short term debt                              850,000            --
  Repayment of long term debt                                         (1,413,866)       (318,847)
  Repayment of short term debt                                          (850,000)           --
  Proceeds from debt issued to related parties                              --           865,000
  Proceeds from issuance of preferred stock                                 --           160,000
  Proceeds from issuance of common stock                               5,401,883            --
  Proceeds from warrants exercised                                        17,650            --
  Conversion of preferred stock                                       (1,000,000)           --
  Proceeds from conversion of preferred stock                          1,000,000            --
  Purchase treasury stock                                                (33,349)           --
  Dividends paid                                                         (63,917)        (61,210)
                                                                    ------------    ------------

Total Cash Flow Provided by Financing Activities                       6,388,981       1,302,899

Effect of exchange rate changes on cash                                  (27,041)           --
                                                                    ------------    ------------

Increase (Decrease) in Cash and Equivalents                              527,102         131,704

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

Cash and Equivalents at End of Period                               $    764,332    $    262,522
                                                                    ============    ============

Supplemental disclosures:
  Cash paid for interest                                            $    553,123    $    432,272
  Cash paid for income taxes                                        $    180,000    $       --

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>

July 31, 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 nine-month period ended July 31, 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-KSB 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  secured  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.

In August 1998,  the Company  entered into an agreement to purchase the building
located  next to its current  facility.  The  purchase  price of the building is
$1,585,000,  and will be financed  by a new  mortgage  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.






                                       11
<PAGE>

July 31, 1998                           

Diluted  income per common share for the quarter ended July 31, 1998 and year to
date July 31, 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.

Diluted  income per common share for the quarter ended July 31, 1997 and year to
date July 31, 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 July 31, 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  July 31,  1998 and 1997 was
computed as follows (in thousands, except per share amounts):


CTI Industries Corporation and Subsidiary

<TABLE>
<CAPTION>
                                                Quarter Ended Juy 31         Year to Date July 31
                                                 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                                     3,825,954     1,010,202      3,785,523       996,099
                                             ===========   ===========    ===========   ===========
Net income:
  Net income                                 $   115,432   $   (43,558)   $   678,669   $   347,133
  Less preferred stock dividends                    --         (32,500)          --         (97,500)
                                             -----------   -----------    -----------   -----------

  Amount for per share computation           $   115,432   $   (76,058)   $   678,669   $   249,633
                                             ===========   ===========    ===========   ===========

  Per share amount                           $      0.03   $     (0.08)   $      0.18   $      0.25
                                             ===========   ===========    ===========   ===========

Diluted Average shares outstanding:
  Weighted average number of shares of
    common stock outstanding during the
    period                                     3,825,954     1,010,202      3,785,523       996,099
  Net additional shares assuming stock
    options and warrants exercised and
    proceeds used to purchase treasury
    stock                                        285,011          --          339,004       126,809
  Additional shares assuming conversion
    of convertible preferred stock                  --            --             --       1,098,901
                                             -----------   -----------    -----------   -----------
  Weighted average number of shares and
    equivalent shares of common stock
    outstanding during the period              4,110,965     1,010,202      4,124,527     2,221,809
                                             ===========   ===========    ===========   ===========

Net income:
  Net income                                 $   115,432   $   (43,558)   $   678,669   $   347,133
  Less preferred stock dividends                    --         (32,500)          --         (97,500)
                                             -----------   -----------    -----------   -----------

  Income applicable to common shares         $   115,432   $   (76,058)   $   678,669   $   249,633
  Add dividends on preferred stock assumed
    converted into common shares                    --            --             --          97,500
                                             -----------   -----------    -----------   -----------

  Amount for per share computation           $   115,432   $   (76,058)   $   678,669   $   347,133
                                             ===========   ===========    ===========   ===========

  Per share amount                           $      0.03   $     (0.08)   $      0.16   $      0.16
                                             ===========   ===========    ===========   ===========
</TABLE>

                                       12

<TABLE> <S> <C>


<ARTICLE> 5
<LEGEND>

THIS SCHEDULE  CONTAINS SUMMARY  INFORMATION  EXTRACTED FROM FORM 10-QSB FOR THE
QUARTERLY  PERIOD  ENDED  JULY 31,  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>                   9-mos
<FISCAL-YEAR-END>                    OCT-31-1998
<PERIOD-START>                       NOV-01-1997
<PERIOD-END>                         JUL-31-1998
<EXCHANGE-RATE>                           1.000
<CASH>                                      764
<SECURITIES>                                  0         
<RECEIVABLES>                             3,252 
<ALLOWANCES>                                170
<INVENTORY>                               8,759 
<CURRENT-ASSETS>                         13,828 
<PP&E>                                   12,745 
<DEPRECIATION>                            7,531
<TOTAL-ASSETS>                           20,962 
<CURRENT-LIABILITIES>                     7,930 
<BONDS>                                       0 
                         0 
                                   0 
<COMMON>                                  1,188 
<OTHER-SE>                                6,611 
<TOTAL-LIABILITY-AND-EQUITY>             20,962
<SALES>                                  15,714 
<TOTAL-REVENUES>                         15,714
<CGS>                                     9,001 
<TOTAL-COSTS>                             9,001 
<OTHER-EXPENSES>                          5,121
<LOSS-PROVISION>                              0 
<INTEREST-EXPENSE>                          562
<INCOME-PRETAX>                           1,030 
<INCOME-TAX>                                351 
<INCOME-CONTINUING>                         679 
<DISCONTINUED>                                0 
<EXTRAORDINARY>                               0 
<CHANGES>                                     0 
<NET-INCOME>                                679 
<EPS-PRIMARY>                               .18
<EPS-DILUTED>                               .16 
                                        


</TABLE>


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