UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q

 

(Mark One)

 

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

 

For the quarterly period endedAugust 31,November 30, 2019

 

[  ]TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ___________ to ____________

 

Commission file number000-26331

 

GREYSTONE LOGISTICS, INC.

(Exact name of registrant as specified in its charter)

 

Oklahoma 75-2954680

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

1613 East 15th Street, Tulsa, Oklahoma 74120
(Address of principal executive offices) (Zip Code)

 

(918) 583-7441
(Registrant’s telephone number, including area code)

 

 

(Former name, former address and former fiscal year, if changed since last report)

 

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 [X] No [  ]

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to post and submit such files). Yes [X] No [  ]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer [  ]Accelerated filer [  ]
Non-accelerated filer [X]Smaller reporting company [X]
 Emerging growth company [  ]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

 

Indicate by checkmark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act). Yes [  ] No [X]

 

Applicable only to corporate issuers:

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:OctoberJanuary 10, 20192020 - 28,361,201

 

 

 

 
 

 

GREYSTONE LOGISTICS, INC.

FORM 10-Q

For the Period Ended August 31,November 30, 2019

 

   Page
PART I. FINANCIAL INFORMATION  
    
Item 1.Financial Statements  
    
 

Consolidated Balance Sheets (Unaudited) As of August 31,November 30, 2019 and May 31, 2019

 1
    
 

Consolidated Statements of Income (Unaudited) For the ThreeSix Months Ended August 31,November 30, 2019 and 2018

 2
Consolidated Statements of Income (Unaudited) For the Three Months Ended November 30, 2019 and 20183
    
 

Consolidated Statements of Changes in Equity (Unaudited) For the ThreeSix Months Ended August 31,November 30, 2019 and 2018

 34
    
 

Consolidated Statements of Cash Flows (Unaudited) For the ThreeSix Months Ended August 31,November 30, 2019 and 2018

 45
    
 Notes to Consolidated Financial Statements (Unaudited) 56
    
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations 16
    
Item 3.Quantitative and Qualitative Disclosures About Market Risk 1921
    
Item 4.Controls and Procedures 1921
    
PART II. OTHER INFORMATION  
    
Item 1.Legal Proceedings 2021
    
Item 1A.Risk Factors 2021
    
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds 2021
    
Item 3.Defaults Upon Senior Securities 2021
    
Item 4.Mine Safety Disclosures 2021
    
Item 5.Other Information 2022
    
Item 6.Exhibits 2022
    
SIGNATURES 2123

 

 
 

 

PART I. FINANCIAL INFORMATION

 

Item 1. Financial Statements.

 

Greystone Logistics, Inc. and Subsidiaries

Consolidated Balance Sheets

(Unaudited)

 

 August 31, 2019  May 31, 2019  November 30, 2019  May 31, 2019 
Assets                
Current Assets:                
Cash $1,129,352  $1,255,408  $1,580,845  $1,255,408 
Accounts receivable -                
Trade  4,847,352   6,320,875   4,391,278   6,320,875 
Related parties  65,074   50,320   103,834   50,320 
Inventory  4,055,518   2,620,991   3,692,991   2,620,991 
Prepaid expenses  25,736   239,146   99,978   239,146 
Total Current Assets  10,123,032   10,486,740   9,868,926   10,486,740 
Property, Plant and Equipment, net  32,602,455   32,680,472   32,413,476   32,680,472 
                
Total Assets $42,725,487  $43,167,212  $42,282,402  $43,167,212 
                
Liabilities and Equity                
Current Liabilities:                
Current portion of long-term debt $3,385,019  $3,030,630  $3,442,269  $3,030,630 
Current portion of financing leases  1,952,140   1,516,629   2,111,028   1,516,629 
Current portion of operating leases  71,222   58,236   72,144   58,236 
Accounts payable and accrued liabilities  6,247,460   6,520,721   7,442,317   6,520,721 
Deferred revenue  2,201,067   2,201,067   1,514,495   2,201,067 
Preferred dividends payable  112,363   112,192   102,637   112,192 
Total Current Liabilities  13,969,271   13,439,475   14,684,890   13,439,475 
Long-Term Debt, net of current portion  18,830,293   19,629,148   17,905,736   19,629,148 
Financing Leases, net of current portion  4,383,502   5,238,190   3,732,262   5,238,190 
Operating Leases, net of current portion  164,844   122,558   146,489   122,558 
Deferred Tax Liability  1,111,642   926,642   1,246,642   926,642 
Equity:                
Preferred stock, $0.0001 par value, cumulative,
20,750,000 shares authorized, 50,000 shares issued and outstanding, liquidation preference of $5,000,000
  5   5   5   5 
Common stock, $0.0001 par value, 5,000,000,000 shares authorized, 28,361,201 shares issued and outstanding  2,836   2,836   2,836   2,836 
Additional paid-in capital  53,790,764   53,790,764   53,790,764   53,790,764 
Accumulated deficit  (50,666,427)  (51,108,677)  (50,361,999)  (51,108,677)
Total Greystone Stockholders’ Equity  3,127,178   2,684,928   3,431,606   2,684,928 
Non-controlling interest  1,138,757   1,126,271   1,134,777   1,126,271 
Total Equity  4,265,935   3,811,199   4,566,383   3,811,199 
        
Total Liabilities and Equity $42,725,487  $43,167,212  $42,282,402  $43,167,212 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

1
 

 

Greystone Logistics, Inc.

Consolidated Statements of Income

(Unaudited)

 

 For the Three Months Ended August 31,  For the Six Months Ended November 30, 
 2019  2018  2019  2018 
            
Sales $18,664,509  $18,206,110  $38,167,971  $32,939,240 
                
Cost of Sales  16,303,734   15,760,152   33,656,973   28,801,518 
                
Gross Profit  2,360,775   2,445,958   4,510,998   4,137,722 
                
General, Selling and Administrative Expenses  1,077,598   939,091 
Selling, General and Administrative Expenses  2,190,228   1,792,741 
                
Operating Income  1,283,177   1,506,867   2,320,770   2,344,981 
                
Other Income (Expense):                
Other income  2,033   2,269   4,913   5,290 
Interest expense  (480,911)  (412,628)  (913,699)  (848,318)
                
Income before Income Taxes  804,299   1,096,508   1,411,984   1,501,953 
Provision for Income Taxes  185,000   331,600   320,000   440,100 
Net Income  619,299   764,908   1,091,984   1,061,853 
                
Income Attributable to Non-controlling Interest  (64,686)  (60,575)  (130,306)  (123,527)
                
Preferred Dividends  (112,363)  (102,945)  (215,000)  (208,045)
                
Net Income Attributable to Common Stockholders $442,250  $601,388  $746,678  $730,281 
                
Income Per Share of Common Stock -            
Basic and Diluted $0.02  $0.02  $0.03  $0.03 
        
Weighted Average Shares of Common Stock Outstanding -              
Basic  28,361,201   28,361,201   28,361,201   28,361,201 
Diluted  29,010,546   29,003,696   29,005,432   29,009,949 

 

The accompanying notes are an integral part of these consolidated financial statements.

Greystone Logistics, Inc.

Consolidated Statements of Income

(Unaudited)

  For the Three Months Ended November 30, 
  2019  2018 
Sales $19,503,462  $14,733,130 
         
Cost of Sales  17,353,239   13,041,366 
         
Gross Profit  2,150,223   1,691,764 
         
Selling, General and Administrative Expenses  1,112,630   853,650 
         
Operating Income  1,037,593   838,114 
         
Other Income (Expense):        
Other income  2,880   3,021 
Interest expense  (432,788)  (435,690)
Income before Income Taxes  607,685   405,445 
Provision for Income Taxes  135,000   108,500 
Net Income  472,685   296,945 
         
Income Attributable to Non-controlling Interest  (65,620)  (62,952)
Preferred Dividends  (102,637)  (105,100)
         
Net Income Attributable to Common Stockholders $304,428  $128,893 
         
Income Per Share of Common Stock -        
Basic and Diluted $0.01  $0.00 
Weighted Average Shares of Common Stock Outstanding -        
Basic  28,361,201   28,361,201 
Diluted  29,001,160   29,018,262 

The accompanying notes are an integral part of these consolidated financial

 

23
 

 

Greystone Logistics, Inc. and Subsidiaries

Consolidated Statements of Changes in Equity

For the ThreeSix Months Ended August 31,November 30, 2019 and 2018

(Unaudited)

 

         Total     
     Additional   Greystone Non-   
 Preferred Stock Common Stock Additional Paid-in Accumulated Total Greystone Stockholders’ Non-controlling Total  Preferred Stock Common Stock Paid-in Accumulated Stockholders’ controlling Total 
 Shares Amount Shares Amount Capital Deficit Equity Interest Equity  Shares Amount Shares Amount Capital Deficit Equity Interest Equity 
Balances, May 31, 2019  50,000  $5   28,361,201  $2,836  $53,790,764  $(51,108,677) $2,684,928  $1,126,271  $3,811,199   50,000  $5   28,361,201  $2,836  $53,790,764  $(51,108,677) $  2,684,928  $1,126,271  $3,811,199 
                                    
Cash distributions  -   -   -   -   -   -   -   (52,200)  (52,200)  -   -   -   -   -   -   -   (52,200)  (52,200)
                                    
Preferred dividends ($2.25 per share)  -   -   -   -   -   (112,363)  (112,363)  -   (112,363)
                                    
Preferred dividends, $2.25/share  -   -   -   -   -   (112,363)  (112,363)  -   (112,363)
Net income  -   -   -   -   -   554,613   554,613   64,686   619,299   -   -   -   -   -   554,613   554,613   64,686   619,299 
                                    
Balances, August 31, 2019  50,000  $5   28,361,201  $2,836  $53,790,764  $(50,666,427) $3,127,178  $1,138,757  $4,265,935   50,000   5   28,361,201   2,836   53,790,764   (50,666,427)  3,127,178   1,138,757   4,265,935 
Cash distributions  -   -   -   -   -   -   -   (69,600)  (69,600)
Preferred dividends, $2.05/share  -   -   -   -   -   (102,637)  (102,637)  -   (215,000)
Net income  -   -   -   -   -   407,065   407,065   65,620   472,685 
Balances, November 30, 2019  50,000  $5   28,361,201  $2,836  $53,790,764  $(50,361,999) $3,431,606  $1,134,777  $4,566,383 
                                                                        
Balances, May 31, 2018  50,000  $      5   28,361,201  $2,836  $53,790,764  $(52,485,313) $1,308,292  $1,085,155  $2,393,447   50,000  $5   28,361,201  $2,836  $53,790,764  $(52,485,313) $1,308,292  $1,085,155  $2,393,447 
                                    
Cash distributions  -   -   -   -   -   -   -   (51,000)  (51,000)  -   -   -   -   -   -   -   (51,000)  (51,000)
                                    
Preferred dividends ($2.06 per share)  -   -   -   -   -   (102,945)  (102,945)  -   (102,945)
                                    
Preferred dividends, $2.06/share  -   -   -   -   -   (102,945)  (102,945)  -   (102,945)
Net income  -   -   -   -   -   704,333   704,333   60,575   764,908   -   -   -   -   -   704,333   704,333   60,575   764,908 
                                    
Balances, August 31, 2018  50,000  $5   28,361,201  $2,836  $53,790,764  $(51,883,925) $1,909,680  $1,094,730  $3,004,410   50,000   5   28,361,201   2,836   53,790,764   (51,883,925)  1,909,680   1,094,730   3,004,410 
Cash distributions  -   -   -   -   -   -   -   (51,000)  (51,000)
Preferred dividends, $2.10/share  -   -   -   -   -   (105,100)  (105,100)  -   (105,100)
Net income  -   -   -   -   -   233,993   233,993   62,952   296,945 
Balances, November 30, 2018  50,000  $5   28,361,201  $2,836  $53,790,764  $(51,755,032) $2,038,573  $1,106,682  $3,145,255 

 

The accompanying notes are an integral part of these consolidated financial statements.

4

Greystone Logistics, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited)

 

 For the Three Months Ended August 31,  For the Six Months Ended November 30, 
 2019  2018  2019  2018 
Cash Flows from Operating Activities:                
Net income $619,299  $764,908  $1,091,984  $1,061,853 
Adjustments to reconcile net income to net cash provided by operating activities -                
Depreciation and amortization  1,305,258   1,085,267   2,560,516   2,178,499 
Deferred tax expense  185,000   331,600   320,000   440,100 
Decrease in trade accounts receivable  1,473,523   479,605   1,929,597   2,591,083 
Increase in related party receivables  (14,754)  (40,542)  (53,514)  (41,262)
Decrease (increase) in inventory  (1,434,527)  19,715 
Increase in inventory  (1,072,000)  (2,298,739)
Decrease in prepaid expenses  213,410   40,462   139,168   159,246 
Increase (decrease) in accounts payable and accrued liabilities  (271,366)  2,543,462 
Increase in accounts payable and accrued liabilities  687,310   2,272,400 
Decrease in deferred revenue  -   (3,280,500)  (686,572)  (2,846,745)
Net cash provided by operating activities  2,075,843   1,943,977   4,916,489   3,516,435 
                
Cash Flows from Investing Activities:                
Purchase of property and equipment  (1,172,574)  (1,477,449)
Purchases of property and equipment  (2,018,815)  (5,308,802)
                
Cash Flows from Financing Activities:                
Proceeds from long-term debt  672,000   1,856,800   672,000   3,514,265 
Principal payments on long-term debt and financing leases  (1,161,478)  (1,101,336)  (2,390,138)  (2,321,590)
Proceeds from revolving loan  690,000   1,000,000   690,000   2,421,000 
Principal payments on revolving loan  (972,000)  (1,300,000)  (972,000)  (1,300,000)
Principal payments on related party note payable and financing lease  (90,095)  (61,887)  (222,384)  (122,501)
Payments for debt issuance costs  (3,360)  -   (3,360)  - 
Dividends paid on preferred stock  (112,192)  -   (224,555)  (102,945)
Distributions paid by non-controlling interest  (52,200)  (51,000)  (121,800)  (102,000)
Net cash provided by (used in) financing activities  (1,029,325)  342,577   (2,572,237)  1,986,229 
Net Increase (Decrease) in Cash  (126,056)  809,105 
Net Increase in Cash  325,437   193,862 
Cash, beginning of period  1,255,408   379,632   1,255,408   379,632 
Cash, end of period $1,129,352  $1,188,737  $1,580,845  $573,494 
Non-cash Activities:                
Acquisition of equipment by capital lease $-  $2,333,333  $-  $2,333,333 
Capital expenditures in accounts payable $271,670  $110,182  $507,851  $110,182 
Preferred dividend accrual $112,363  $102,945  $102,637  $105,100 
Supplemental information:                
Interest paid $480,802  $396,786  $913,992  $828,706 

 

The accompanying notes are an integral part of these consolidated financial statements.

5

GREYSTONE LOGISTICS, INC.

Notes to Consolidated Financial Statements

(Unaudited)

 

Note 1. Basis of Financial Statements

 

In the opinion of Greystone Logistics, Inc. (“Greystone”), the accompanying unaudited consolidated financial statements contain all adjustments and reclassifications, which are of a normal recurring nature, necessary to present fairly its financial position as of August 31,November 30, 2019 and the results of its operations and cash flows for the six months and three months ended August 31,November 30, 2019 and 2018. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of and for the fiscal year ended May 31, 2019 and the notes thereto included in Greystone’s Form 10-K for such period. The results of operations for the six months and three months ended August 31,November 30, 2019 and 2018 are not necessarily indicative of the results to be expected for the full fiscal year.

 

The consolidated financial statements of Greystone include its wholly-owned subsidiaries, Greystone Manufacturing, L.L.C. (“GSM”) and Plastic Pallet Production, Inc. (“PPP”), and the variable interest entity, Greystone Real Estate, L.L.C. (“GRE”). GRE owns two buildings located in Bettendorf, Iowa which are leased to GSM. All material intercompany accounts and transactions have been eliminated in the consolidated financial statements.

 

Note 2. Earnings Per Share

 

Basic earnings per share is based on the weighted-average effect of all common shares issued and outstanding and is calculated by dividing net income attributable to common stockholders by the weighted-average shares outstanding during the period. Diluted earnings per share is calculated by dividing net income attributable to common stockholders by the weighted-average number of common shares used in the basic earnings per share calculation plus the number of common shares that would be issued assuming exercise or conversion of all potentially dilutive common shares outstanding.

 

Greystone excludes equity instruments from the calculation of diluted earnings per share if the effect of including such instruments is anti-dilutive. Instruments which have an anti-dilutive effect at August 31for the six months and three months ended November 30 are as follows:

 

  2019  2018 
         
Preferred stock convertible into common stock  3,333,333   3,333,333 

The following tables set forth the computation of basic and diluted earnings per share forshare:

For the six months ended November 30, 2019 and 2018:

  2019  2018 
Numerator -        
Net income attributable to common stockholders $746,678  $730,281 
Denominator -        
Weighted-average shares outstanding - basic  28,361,201   28,361,201 
Incremental shares from assumed conversion of options and warrants  644,231   648,748 
Diluted shares  29,005,432   29,009,949 
Income per share -        
Basic and Diluted $0.03  $0.03 

For the three months ended August 31,November 30, 2019 and 2018:

 

  2019  2018 
Numerator -        
Net income attributable to common stockholders $442,250  $601,388 
Denominator -        
Weighted-average shares outstanding - basic  28,361,201   28,361,201 
Incremental shares from assumed conversion of options and warrants  649,345   642,495 
Diluted shares  29,010,546   29,003,696 
Income per share -        
Basic and Diluted $0.02  $0.02 

  2019  2018 
Numerator -        
Net income attributable to common stockholders $304,428  $128,893 
Denominator -        
Weighted-average shares outstanding - basic  28,361,201   28,361,201 
Incremental shares from assumed conversion of options and warrants  639,959   657,061 
Diluted shares  29,001,160   29,018,262 
Income per share -        
Basic and Diluted $0.01  $0.00 

Note 3. Inventory

 

Inventory consists of the following:

 

 August 31, 2019 May 31, 2019  November 30, 2019 May 31, 2019 
Raw materials $2,165,268  $1,295,991  $1,701,839  $1,295,991 
Finished goods  1,890,250   1,325,000   1,991,152   1,325,000 
Total inventory $4,055,518  $2,620,991  $3,692,991  $2,620,991 

 

Note 4. Property, Plant and Equipment

 

A summary of property, plant and equipment for Greystone is as follows:

 

 August 31, 2019  May 31, 2019  November 30, 2019  

May 31, 2019

 
Production machinery and equipment $46,527,139  $45,645,910  $47,323,256  $45,645,910 
Plant buildings and land  6,403,855   6,336,855   6,724,513   6,336,855 
Leasehold improvements  1,174,340   979,890   1,129,474   979,890 
Furniture and fixtures  591,074   563,074   601,586   563,074 
Right-to-use assets under operating leases  236,066   180,794   218,634   180,794 
  54,932,474   53,706,523   55,997,463   53,706,523 
                
Less: Accumulated depreciation and amortization  (22,330,019)  (21,026,051)  (23,583,987)  (21,026,051)
                
Net Property, Plant and Equipment $32,602,455  $32,680,472  $32,413,476  $32,680,472 

Production machinery and equipment includes right-to-use equipment capitalized pursuant to financing leases in the amount of $7,861,233 at August 31,November 30, 2019 and May 31, 2019. The financing leases all include an option to purchase which management anticipates exercising and, accordingly, the related equipment is being amortized over the estimated useful life using the straight-line method over 3.5 years for pallet molds and 12 years for injection molding machines.

 

Production machinery includes deposits on equipment in the amount of $1,054,726$923,063 at August 31,November 30, 2019 which hashave not been placed into service. Two plant buildings and land are owned by GRE, a variable interest entity (“VIE”), having a net book value of $2,867,581$2,838,613 at August 31,November 30, 2019.

 

Depreciation expense, including amortization expense related to right-to-use assets under financing leases, for the threesix months ended August 31,November 30, 2019 and 2018 was $1,303,968$2,557,936 and $1,053,003,$2,131,971, respectively.

 

Note 5. Related Party Transactions/Activity

 

Yorktown Management & Financial Services, LLC

 

Yorktown Management & Financial Services, LLC (“Yorktown”), an entity wholly-owned by Greystone’s CEO and President, owns and rents to Greystone (1) grinding equipment used to grind raw materials for Greystone’s pallet production and (2) extruders for pelletizing recycled plastic into pellets for resale and for use as raw material in the manufacture of pallets. GSM pays weekly rental fees to Yorktown of $27,500 for use of Yorktown’s grinding equipment and pelletizing equipment. Rental fees were $357,500$715,000 for the each of the threesix months ended August 31,November 30, 2019 and 2018.

Effective January 1, 2017, Greystone and Yorktown entered into a five-year lease for office space at a monthly rental of $4,000 per month. Total rent expense was $12,000$24,000 for each of the threesix months ended August 31,November 30, 2019 and 2018. At August 31,November 30, 2019, future minimum payments under the non-cancelable operating lease for the remaining three years are $48,000, $48,000, and $16,000.$4,000.

 

TriEnda Holdings, L.L.C.

 

TriEnda Holdings, L.L.C. (“TriEnda”) is a manufacturer of plastic pallets, protective packing and dunnage utilizing thermoform processing for which Warren F. Kruger, Greystone’s President and CEO, serves TriEnda as the non-executive Chairman of the Board and is a partner in a partnership which has a majority ownership interest in TriEnda. Greystone periodically purchases material and pallets from TriEnda. Purchases for the threesix months ended August 31,November 30, 2019 and 2018 totaled $-0-$5,400 and $41,975,$42,349, respectively.

 

Green Plastic Pallets

 

Greystone sells plastic pallets to Green Plastic Pallets (“Green”), an entity that is owned by James Kruger, brother to Warren Kruger, Greystone’s President and CEO. Greystone had sales to Green of $77,520$271,320 and $55,080$167,400 for the threesix months ended August 31,November 30, 2019 and 2018, respectively. The account receivable due from Green at August 31,November 30, 2019 was $58,140.$96,900.

Note 6. Long-term Debt

 

Debt as of August 31,November 30, 2019 and May 31, 2019 is as follows:

 

 August 31, 2019  May 31, 2019  November 30, 2019  May 31, 2019 
Term loan A payable to International Bank of Commerce, prime rate of interest plus 0.5% but not less than 4.0%, maturing April 30, 2023 $3,050,443  $3,234,947  $2,861,716  $3,234,947 
                
Term loan C payable to International Bank of Commerce, prime rate of interest plus 0.5% but not less than 4.0%, maturing August 4, 2020  1,344,763   1,399,490 
Term loan C payable to International Bank of Commerce, prime rate of interest plus 0.5% but not less than 4.0%, maturing August 4, 2024  1,287,485   1,399,490 
                
Term loan D payable to International Bank of Commerce, prime rate of interest plus 0.5% but not less than 4.75%, maturing January 10, 2022  1,597,827   1,744,235   1,447,506   1,744,235 
                
Term loan E payable to International Bank of Commerce, prime rate of interest plus 0.5% but not less than 4.75%, maturing January 10, 2022  871,953   927,199   814,945   927,199 
                
Term loan F payable to International Bank of Commerce, prime rate of interest plus 0.5% but not less than 5.25%, maturing February 8, 2021  3,241,884   3,398,247   3,082,407   3,398,247 
                
Term loan G payable to International Bank of Commerce, prime rate of interest plus 0.5% but not less than 5.25%, maturing April 30, 2024  867,903   876,934   858,375   876,934 
                
Term loan H payable to International Bank of Commerce, prime rate of interest plus 0.5% but not less than 5.25%, maturing January 1, 2022  627,746   -   564,067   - 
                
Revolving loan payable to International Bank of Commerce, prime rate of interest plus 0.5% but not less than 5.5%, due January 31, 2021  2,923,000   3,205,000   2,923,000   3,205,000 
                
Note payable to First Bank, prime rate of interest plus 1.45% but not less than 4.95%, monthly principal and interest payment of $30,628, due August 21, 2021, secured by production equipment  721,581   800,488   643,089   800,488 
                
Term loan payable by GRE to International Bank of Commerce, interest rate of 5.5%, monthly principal and interest payment of $27,688, due April 30, 2023  2,412,412   2,461,116   2,362,662   2,461,116 
                
Note payable to Robert Rosene, 7.5% interest, due January 15, 2021  4,383,429   4,426,631   4,340,285   4,426,631 
                
Other  212,127   223,177   200,934   223,177 
Total long-term debt  22,255,068   22,697,464   21,386,471   22,697,464 
Debt issuance costs, net of amortization  (39,756)  (37,686)  (38,466)  (37,686)
Total debt, net of debt issuance costs  22,215,312   22,659,778   21,348,005   22,659,778 
Less: Current portion of long-term debt  (3,385,019)  (3,030,630)  (3,442,269)  (3,030,630)
Long-term debt, net of current portion $18,830,293  $19,629,148  $17,905,736  $19,629,148 

 

The prime rate of interest as of August 31,November 30, 2019 was 5.25%4.75%. Effective September 18, 2019, the prime rate of interest decreased to 5.00%.

Loan Agreement between Greystone and IBC

 

The Loan Agreement (“IBC Loan Agreement”), dated January 31, 2014 and as amended from time to time, among Greystone and GSM (the “Borrowers”) and International Bank of Commerce (“IBC”) provides for certain term loans and a revolver loan.

 

Effective July 1, 2019, the Borrowers and IBC entered into the Tenth Amendment to the IBC Loan Agreement providing for Term Loan H in the amount of $672,000 with a maturity date of January 1, 2022, for the procurement of production equipment.

 

The IBC term loans make equal monthly payments of principal and interest in such amounts sufficient to amortize the principal balance as follows: (i) Term Loan A over a seven-year period beginning February 29, 2016 (currently $77,550 per month), (ii) Term Loan C over a seven-year period beginning August 31,November 30, 2017 (currently $25,205 per month) and (iii) Term Loan D over a four-year period beginning February 10, 2019 (currently $57,469 per month), (iv) Term Loan E over a four-year period beginning February 10, 2019 (currently $23,060 per month), (v) Term Loan F over a five-year period beginning February 28, 2019 (currently $68,849 per month), (vi) Term Loan G over a fifteen-year period beginning April 30, 2019 (currently $7,466 per month) and (vii) Term Loan H over 30 months beginning August 1, 2019 (currently $24,203 per month). The monthly payments of principal and interest on the IBC term loans may vary as a result of changes in the prime rate of interest.

The IBC Loan Agreement, as amended, provides a revolving loan in an aggregate principal amount of up to $4,000,000 (the “Revolving Loan”). The amount which can be borrowed from time to time is dependent upon the amount of the borrowing base not to exceed $4,000,000. The Revolving Loan bears interest at the greater of the prime rate of interest plus 0.5%, or 5.50% and matures January 31, 2021. The Borrowers are required to pay all interest accrued on the outstanding principal balance of the Revolving Loan on a monthly basis. Any principal on the Revolving Loan that is prepaid by the Borrowers does not reduce the original amount available to the Borrowers.

 

The IBC Loan Agreement, among other things, requires a quarterly affirmation that the Borrowers have maintained a debt service coverage ratio of 1:25 to 1:00. As of August 31,November 30, 2019, Greystone was not in compliance with this debt service coverage ratio. IBC has issued a waiver, dated August 26, 2019,January 14, 2020, with respect to this event of noncompliance.

 

The IBC Loan Agreement includes customary events of default, including events of default relating to non-payment of principal and other amounts owing under the IBC Loan Agreement from time to time, inaccuracy of representations, violation of covenants, defaults under other agreements, bankruptcy and similar events, the death of a guarantor, certain material adverse changes relating to a Borrower or guarantor, certain judgments or awards against a Borrower, or government action affecting a Borrower’s or guarantor’s ability to perform under the IBC Loan Agreement or the related loan documents. Among other things, a default under the IBC Loan Agreement would permit IBC to cease lending funds under the IBC Loan Agreement, and require immediate repayment of any outstanding notes with interest and any unpaid accrued fees.

The IBC Loan Agreement is secured by a lien on substantially all of the assets of the Borrowers. In addition, the IBC Loan Agreement is secured by a mortgage granted by GRE on the real property owned by GRE in Bettendorf, Iowa (the “Mortgage”). GRE is owned by Warren F. Kruger, Greystone’s President and CEO, and Robert B. Rosene, Jr., a director of Greystone. Messrs. Kruger and Rosene have provided a combined limited guaranty of the Borrowers’ obligations under the IBC Loan Agreement, with such guaranty being limited to a combined amount of $6,500,000 (the “Guaranty”). The Mortgage and the Guaranty also secure or guaranty, as applicable, the obligations of GRE under the Loan Agreement between GRE and IBC dated January 31, 2014 as discussed in the following paragraph.

 

Loan Agreement between GRE and IBC

 

On August 10, 2018, GRE and IBC entered into an amended agreement to extend the maturity of the note to April 30, 2023 and increase the interest rate to 5.5%. The note is secured by a mortgage on the two buildings in Bettendorf, Iowa, which are leased to Greystone.

 

Note Payable between Greystone and Robert B. Rosene, Jr.

Effective December 15, 2005, Greystone entered into an agreement with Robert B. Rosene, Jr., a member of Greystone’s board of directors, to convert $2,066,000 of advances into an unsecured note payable at 7.5% interest.

Effective June 1, 2016, the note was restated (the “Restated Note”) to combine the outstanding principal, $2,066,000, and accrued interest, $2,475,690, into an unsecured note payable of $4,541,690 with an extended maturity date of January 15, 2021. The Restated Note provides that accrued interest is payable monthly and allows Greystone to use commercially reasonable efforts to pay such amounts as allowed by the IBC Loan Agreement against the interest accrued prior to the restatement. The balance of the note at August 31,November 30, 2019 was $4,383,429.$4,340,285.

 

Maturities

 

Maturities of Greystone’s long-term debt for the five years subsequent to August 31,November 30, 2019 are $3,385,019, $10,932,978, $3,570,812, $3,317,357$3,442,269, $12,683,643, $1,919,583, $2,416,434 and $1,048,902.$924,542.

 

Note 7. Leases

 

Effective June 1, 2019, Greystone adopted ASU 2016-02,Leases (Topic 842), utilizing the modified-retrospective transition approach. which is intended to improve financial reporting about leasing transactions. The standard requires the recognition of right-of-use assets and lease liabilities on the balance sheet and disclosure of key information about leasing arrangements. We elected to use the transition option that allows us to initially apply the new lease standard at the adoption date and recognize a cumulative-effect adjustment, if any, to the opening balance of retained earnings in the year of adoption. Comparable periods reflect the new guidance under ASC 842. The adoption of ASC 842 did not result in any adjustments to retained earnings.

In accordance with ASC 842, Greystone has made accounting policy elections (1) to not apply the new standard to lessee arrangements with a term of twelve months or less and (2) to combine lease and non-lease components. The non-lease components are not material and do not result in significant timing differences in the recognition of lease expense. In addition, Greystone elected the practical expedients upon adoption which permits the Company to not reassess under the new standard prior conclusions about lease identification, lease classification and initial direct costs. Depending on the terms, leases are classified as either operating or finance leases.

Financing Leases

Financing leases as of August 31,November 30, 2019 and May 31, 2019:

 

 August 31, 2019  May 31, 2019  November 30, 2019  May 31, 2019 
Non-cancellable financing leases $6,335,642  $6,754,819  $5,843,290  $6,754,819 
Less: Current portion  (1,952,140)  (1,516,629)  (2,111,028)  (1,516,629)
Non-cancellable financing leases, net of current portion $4,383,502  $5,238,190  $3,732,262  $5,238,190 

Greystone and an unrelated private company entered into three lease agreements for certain production equipment with a total cost of approximately $6.9 million which were effective February 24, 2018, August 2, 2018 and December 21, 2018, respectively, with five-year terms and a capitalized interest rate of 7.4%. Each of the lease agreements include a bargain purchase option to acquire the production equipment at the end of the lease term. The leased equipment is principally used to produce pallets for the private company. Lease payments are made as a credit on the sales invoice at the rate of $3.32 for each pallet produced and shipped from the respective leased equipment. The estimated aggregate monthly rental payments are approximately $168,000.$178,000. The rent payments can vary each month depending on the quantity of pallets produced from each machine. Due to improvements in the production process, pallet production has increased since May 31, 2019 thereby resulting in an increase in the estimated aggregate future rental payments. The lease agreements provide for minimum monthly lease rental payments based upon the total pallets sold in excess of a specified amount not to exceed the monthly productive capacity of the leased machines.

 

Effective December 28, 2018, Yorktown purchased certain production equipment from Greystone at net book value of $968,168 and entered into a lease agreement with Greystone for the equipment with a monthly rent of $27,915 for the initial thirty-six months and $7,695 for the following twelve months and maturing December 27, 2022. The lease agreement has a $10,000 purchase option at the end of the lease.

 

The production equipment under the non-cancelable financing leases has a gross carrying amount of $7,861,233 at August 31,November 30, 2019. Amortization of the carrying amount of $208,157approximately $416,000 and $208,245$449,000 was included in depreciation expense for the threesix months ended August 31,November 30, 2019 and 2018, respectively.

 

Operating Leases

 

Greystone recognize a lease liability for each lease based on the present value of remaining minimum fixed rental payments, using a discount rate that approximates the rate of interest for a collateralized loan over a similar term. A right-of-use asset, reported in property, plant and equipment on the consolidated balance sheets, is recognized for each lease, valued at the lease liability. Minimum fixed rental payments are recognized on a straight-line basis over the life of the lease as costs and expenses on the consolidated statement of income. Variable and short-term rental payments are recognized as costs and expenses as they are incurred.

 

Greystone has three non-cancellable operating leases for (i) equipment with a fifty-two month term and a forty-eight month term and a discount rate of 5.40% and (ii) office space on a sixty month term and a discount rate of 5.0%. The leases are single-term with constant monthly rental rates.

Lease Summary Information

 

For the periods ending August 31,six months ended November 30, 2019 and 2018:

 

 2019 2018  2019 2018 
Lease Expense             
Financing lease expense -                
Amortization of right-of-use assets $208,157  $208,245  $416,000  $449,000 
Interest on lease liabilities  121,151   67,656   220,255   126,514 
Operating lease expense  19,179   12,000   39,650   24,000 
Short-term lease expense  368,611   342,819   797,835   749,843 
Total $717,098  $630,720  $1,473,740  $1,349,357 
                
Other Information                
Cash paid for amounts included in the measurement of lease liabilities for finance leases -                
Operating cash flows $121,151  $67,656  $220,255  $126,514 
Financing cash flows $419,177  $608,094  $911,529  $1,333,699 
Cash paid for amounts included in the measurement of lease liabilities for operating leases -                
Operating cash flows $19,179  $12,000  $39,650  $24,000 
Right-of-use assets obtained in exchange for lease liabilities -                
Financing leases $-  $2,333,333  $-  $2,333,333 
Operating leases $67,750  $-  $67,750  $- 
Weighted-average remaining lease term (in years) -                
Financing leases  3.2   3.2   3.2   3.4 
Operating leases  3.4   3.3   3.5   3.1 
Weighted-average discount rate -                
Financing leases  7.5%  6.9%  7.1%  7.0%
Operating leases  5.2%  5.0%  5.3%  5.0%

 

Future minimum lease payments under non-cancelable leases as of August 31,November 30, 2019, are approximately:

 

  Financing Leases  Operating Leases 
Twelve months ended August 31, 2020 $2,355,000  $81,881 
Twelve months ended August 31, 2021  2,355,000   81,881 
Twelve months ended August 31, 2022  1,889,000   49,881 
Twelve months ended August 31, 2023  525,000   32,348 
Twelve months ended August 31, 2024  -   12,910 
Total future minimum lease payments  7,124,000   258,901 
Present value discount  788,358   22,835 
Present value of minimum lease payments $6,335,642  $236,066 
  Financing Leases  Operating Leases 
Twelve months ended November 30, 2020 $2,471,000  $81,881 
Twelve months ended November 30, 2021  2,471,000   81,881 
Twelve months ended November 30, 2022  1,506,000   37,881 
Twelve months ended November 30, 2023  -   27,751 
Twelve months ended November 30, 2024  -   9,037 
Total future minimum lease payments  6,448,000   238,431 
Present value discount  604,710   19,798 
Present value of minimum lease payments $5,843,290  $218,633 

Note 8. Deferred Revenue

 

Advances from a customer pursuant to a contract for the sale of plastic pallets is recognized as deferred revenue. Revenue is recognized by Greystone as pallets are shipped to the customer.customer(s). Customer advances totaled $-0- and $3,280,500 during the threesix months ended August 31,November 30, 2019 and 2018, respectively. Revenue recognition from customer advances during the six months ended November 30, 2019 was $686,572. The unrecognized balance of deferred revenue at August 31,November 30, 2019 and May 31, 2019, was $1,514,495 and $2,201,067, respectively.

 

Note 9. Revenue and Revenue Recognition

 

Revenue is recognized at the time a good or service is transferred to a customer and the customer obtains control of that good or receives the service performed. Sales arrangements with customers are short-term in nature involving single performance obligations related to the delivery of goods and generally provide for transfer of control at the time of shipment. In limited circumstances, where acceptance of the goods is subject to approval by the customer, revenue is recognized upon approval by the customer unless, historically, there have been insignificant rejections of goods by the customer. Contract liabilities associated with sales arrangements primarily relate to deferred revenue on prepaid sales of goods. Greystone generally permits returns of product due to defects; however, product returns are historically insignificant.

 

The amount of revenue recognized reflects the consideration to which Greystone expects to be entitled to receive in exchange for its products. The following steps are applied in determining the amount and timing of revenue recognition:

1.Identification of a contract with a customer is a sales arrangement involving a purchase order issued by the customer stating each party’s rights regarding the plastic pallets to be transferred. Payment terms vary by customer from net 30 days to 90 days. Discounts on sales arrangements are generally not provided. Credit worthiness is determined by Greystone based on payment experience and financial information available on the customer.
2.Identification of performance obligations in the sales arrangement which is predominantly the promise to transfer plastic pallets to Greystone’s customer.
3.Determination of the transaction price which is specified in the purchase order based on product pricing negotiated between Greystone and the customer.
4.Allocation of the transaction price to performance obligations.
5.Recognition of revenue which predominantly occurs upon completion of the performance obligation and transfer of control. Transfer of control generally occurs at the point of shipment which is Greystone’s manufacturing and warehouse locations.

Greystone’s principal product is plastic pallets produced from recycled plastic resin. Sales are primarily to customers in the continental United States of America. International sales are made to customers in Canada and Mexico which totaled approximately $105,000$1,803,000 and $170,000$291,000 in fiscal years 2020 and 2019, respectively.

 

Greystone’s customers include stocking and non-stocking distributors and direct sales to end-user customers. Sales to the following categories of customers for the threesix months ended August 31,November 30, 2019 and 2018, respectively, were as follows:

 

Category 2019 2018  2019 2018 
Major customers (end users)  87%  84%
End Users – Major Customers  88%  84%
End Users - Other  1%  2%
Distributors  12%  14%  11%  14%

14��

 

Note 10. Fair Value of Financial Instruments

 

The following methods and assumptions are used in estimating the fair-value disclosures for financial instruments:

 

Debt: The carrying amount of notes with floating rates of interest approximate fair value. Fixed rate notes are valued based on cash flows using estimated rates of comparable notes. The carrying amounts reported on the balance sheets approximate fair value.

 

Note 11. Concentrations, Risks and Uncertainties

 

Greystone derived approximately 87%88% and 84% of its total sales from threefour customers (three in fiscal year 2019) in fiscal years 2020 and 2019, respectively. The loss of a material amount of business from one or more of these customers could have a material adverse effect on Greystone.

 

Greystone purchases damaged pallets from its customers at a price based on the value of the raw material content in the pallet. A majority of these purchases, totaling $561,657$1,019,279 and $392,272$814,764 in fiscal years 2020 and 2019, respectively, is from one of its major customers.

 

Robert B. Rosene, Jr., a Greystone director, has provided financing and guarantees on Greystone’s bank debt. As of August 31,November 30, 2019, Greystone is indebted to Mr. Rosene in the amount of $4,383,429$4,340,285 for a note payable due January 15, 2021. There is no assurance that Mr. Rosene will renew the note as of the maturity date.

 

Note 12. Commitments

 

At August 31,November 30, 2019, Greystone had commitments totaling $2,484,278$2,468,000 toward the purchase of production equipment.

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

 

Results of Operations

 

General to All Periods

 

The unaudited consolidated statements include Greystone Logistics, Inc., and its two wholly-owned subsidiaries, Greystone Manufacturing, L.L.C. (“GSM”) and Plastic Pallet Production, Inc. (“PPP”). Greystone also consolidates its variable interest entity, Greystone Real Estate, L.L.C. (“GRE”). All material intercompany accounts and transactions have been eliminated.

 

References to fiscal year 2020 refer to the six months and three months ended August 31,November 30, 2019. References to fiscal year 2019 refer to the six months and three months ended August 31,November 30, 2018.

 

Sales

 

Greystone’s primary focus is to provide quality plastic pallets to its existing customers while continuing its marketing efforts to broaden its customer base. Greystone’s existing customers are primarily located in the United States and engaged in the beverage, pharmaceutical and other industries. Greystone has generated, and plans to continue to generate, interest in its pallets by attending trade shows sponsored by industry segments that would benefit from Greystone’s products. Greystone hopes to gain wider product acceptance by marketing the concept that the widespread use of plastic pallets could greatly reduce the destruction of trees on a worldwide basis. Greystone’s marketing is conducted through contract distributors, its President and other employees.

 

Personnel

 

Greystone personnel includes both full-time employees and temporary contract personnel. Temporary personnel train for ninety days and, if appropriate, hired as full-time. Greystone had approximately 237268 and 211185 full-time employees as of August 31,November 30, 2019 and 2018, respectively. In addition, temporary personnel totaled 145 and 107 as of November 30, 2019 and 2018, respectively.

 

ThreeSix Months Ended August 31,November 30, 2019 Compared to ThreeSix Months Ended August 31,November 30, 2018

 

Sales

Sales for fiscal year 2020 were $18,664,509$38,167,971 compared to $18,206,110$32,939,240 in fiscal year 2019 for an increase of $458,399.$5,228,731, or 16%. The increase in pallet sales in fiscal year 2020 over 2019 was primarily dueattributable to the sales growth with the pallet leasing company and sales towithin Greystone’s largest customers which included a new customer.customer in fiscal year 2020.

 

Sales to Greystone’s threefour (three in fiscal year 2019) largest customers accounted for approximately 87%88% and 84% of sales in fiscal years 2020 and 2019, respectively. Greystone is not able to predict the future needs of these major customers and will continue its efforts to grow sales through the addition of new customers developed through Greystone’s marketing efforts.

 

Cost of Sales

 

Cost of sales in fiscal year 2020 was $16,303,734,$33,656,973, or 87%88% of sales, compared to $15,760,152,$28,801,518, or 87% of sales, in fiscal year 2019. During the last two months of the six months ended November 30, 2019, Greystone has realized substantialachieved (i) significant improvements in pallet production as a result of installation on two machines of hardware and software to improve the flow of resin into molds. Basedmolds on two injection molding machines and (ii) completion of the positive results, this product has been ordered to install on the remaining machines.installation of an additional pelletizing line which increased Greystone’s capacity for pelletizing thereby resulting in a cost savings over purchasing plastic in pelletized form.

Other scheduled initiativesInitiatives to facilitate and continue improvements to the ratio of cost of sales to sales were unableinclude resolution on production issues on certain machines and molds, hardware and software to be completed duringimprove resin mold flow on remaining injection molding machines, installation of an additional grinding machine allowing the quarter ended August 31, 2019, which included resolutionpurchase of certain machinelower-priced unprocessed recycled plastic, and mold issues, completion of additional capacityinstallation for grinding and pelletizing, and implementation of robotics on two production line.lines. Greystone plans to complete thesethe remaining initiatives throughout fiscalthe year ending May 31, 2020.

 

Selling, General Selling and Administrative Expenses

 

General, sellingSelling, general and administrative expenses were $1,077,598,$2,190,228, or 6% of sales, in fiscal year 2020 compared to $939,091,$1,792,741, or 5% of sales, for an increase of $138,507$397,487 or 15%22%. The increase in fiscal year 2020 over fiscal year 2019 results principally from increased costs for administrative personnel. The selling, general and administrative are estimated to increase proportionately with increases in sales.

 

Other Income (Expenses)

 

Other income was $2,033$4,913 in fiscal year 2020 compared to $2,269$5,290 in fiscal year 2019.

 

Interest expense was $480,911$913,699 in fiscal year 2020 compared to $412,628$848,318 in fiscal year 2019 for an increase of $68,283.$65,381. The prime rate of interest declined from 5.50% at May 31, 2019 to 4.75% at November 30, 2019. The weighted average prime rate of interest was 5.50% during most of fiscal year 2020, until the rate decreased to 5.25% on August 1, 2019,5.19% compared to 5.00% at August 31, 2018.5.07% for the six months ended November 30, 2019 and 2018, respectively.

 

Provision for Income Taxes

 

The provision for income taxes was $185,000$320,000 and $331,600$440,100 in fiscal years 2020 and 2019, respectively. The effective tax rate differs from federal statutory rates due to net income from GRE which, as a limited liability company of which Greystone has no equity ownership, is not taxed at the corporate level, charges which have no tax benefit and changes in the valuation allowance.

 

Based upon a review of its income tax filing positions, Greystone believes that its positions would be sustained upon an audit by the Internal Revenue Service and does not anticipate any adjustments that would result in a material change to its financial position. Therefore, no reserves for uncertain income tax positions have been recorded.

 

Net Income

 

Greystone recorded net income of $619,299$1,091,984 in fiscal year 2020 compared to $764,908$1,061,853 in fiscal year 2019 primarily for the reasons discussed above.

 

Net Income Attributable to Common Stockholders

 

The net income attributable to common stockholders for fiscal year 2020 was $442,250,$746,678, or $0.02$0.03 per share, compared $601,388,$730,281, or $0.02$0.03 per share, in fiscal year 2019 primarily for the reasons discussed above.

Three Months Ended November 30, 2019 Compared to Three Months Ended November 30, 2018

Sales

Sales for fiscal year 2020 were $19,503,462 compared to $14,733,130 in fiscal year 2019 for an increase of $4,770,332, or 32%. The increase in pallet sales in fiscal year 2020 over 2019 was primarily due to the sales growth within Greystone’s largest customers which included a new customer in fiscal year 2020.

Sales to Greystone’s four (three in fiscal year 2019) largest customers accounted for approximately 88% and 85% of sales in fiscal years 2020 and 2019, respectively. Greystone is not able to predict the future needs of these major customers and will continue its efforts to grow sales through the addition of new customers developed through Greystone’s marketing efforts.

Cost of Sales

Cost of sales in fiscal year 2020 was $17,353,239, or 89% of sales, compared to $13,041,366, or 89% of sales, in fiscal year 2019. During the last two months of the six months ended November 30, 2019, Greystone achieved (i) significant improvement in pallet production per machine as a result of installation of hardware and software to improve the flow of resin into molds on two injection molding machines and (ii) completion of the installation of an additional pelletizing line which increased Greystone’s capacity for pelletizing thereby resulting in a cost savings over purchasing plastic in pelletized form.

Initiatives to facilitate and continue improvements to the ratio of cost of sales to sales include resolution on production issues on certain machines and molds, hardware and software to improve resin mold flow on remaining injection molding machines, installation of an additional grinding machine allowing the purchase of lower-priced unprocessed recycled plastic, and completion of installation for robotics on two production lines. Greystone plans to complete the remaining initiatives throughout the year ending May 31, 2020.

Selling, General and Administrative Expenses

Selling, general and administrative expenses were $1,112,630, or 6% of sales, in fiscal year 2020 compared to $853,650, or 7% of sales, for an increase of $258,980 or 30%. The increase in fiscal year 2020 over fiscal year 2019 results principally from increased costs for administrative personnel. The selling, general and administrative are estimated to increase proportionately with increases in sales.

Other Income (Expenses)

Other income was $2,880 in fiscal year 2020 compared to $3,021 in fiscal year 2019.

Interest expense was $432,788 in fiscal year 2020 compared to $435,690 in fiscal year 2019 for a decrease of $2,902. The prime rate of interest declined from 5.25% at August 31, 2019 to 4.75% at November 30, 2019. The weighted average prime rate of interest was 4.96% compared to 5.18% for the three months ended November 30, 2018.

Provision for Income Taxes

The provision for income taxes was $135,000 and $108,500 in fiscal years 2020 and 2019, respectively. The effective tax rate differs from federal statutory rates due to net income from GRE which, as a limited liability company of which Greystone has no equity ownership, is not taxed at the corporate level, charges which have no tax benefit and changes in the valuation allowance.

Based upon a review of its income tax filing positions, Greystone believes that its positions would be sustained upon an audit by the Internal Revenue Service and does not anticipate any adjustments that would result in a material change to its financial position. Therefore, no reserves for uncertain income tax positions have been recorded.

Net Income

Greystone recorded net income of $472,685 in fiscal year 2020 compared to $296,945 in fiscal year 2019 primarily for the reasons discussed above.

Net Income Attributable to Common Stockholders

The net income attributable to common stockholders for fiscal year 2020 was $304,428, or $0.01 per share, compared $128,893, or $0.00 per share, in fiscal year 2019 primarily for the reasons discussed above.

 

Liquidity and Capital Resources

 

A summary of cash flows for the threesix months ended August 31,November 30, 2019 is as follows:

 

Cash provided by operating activities $2,075,843  $4,916,489 
        
Cash used in investing activities $(1,172,574) $(2,018,815)
        
Cash used in financing activities $(1,029,325) $(2,572,237)

The contractual obligations of Greystone are as follows:

 

  Total  Less than
1 year
  1-3 years  4-5 years  More than
5 years
 
Long-term debt $22,255,068  $3,385,019  $14,503,790  $4,366,259  $     - 
Financing leases $7,124,000  $2,355,000  $4,244,000  $525,000  $- 
Operating leases $258,901  $81,881  $131,762  $45,258  $- 
Commitments $2,484,278  $2,484,278  $-  $-  $- 

  

 

Total

  

Less than

1 year

  

 

1-3 years

  

 

4-5 years

  

More than

5 years

 
Long-term debt $21,386,471  $3,442,269  $14,603,226  $3,340,976  $- 
Financing lease rent $6,448,000  $2,471,000  $3,977,000  $-  $     - 
Operating lease rent $238,431  $81,881  $119,762  $36,788  $- 
Commitments $2,468,000  $2,468,000  $-  $-  $- 

Greystone had a working capital deficit of $(3,846,239)$(4,815,964) at August 31,November 30, 2019. To provide for the funding to meet Greystone’s operating activities and contractual obligations as of August 31,November 30, 2019, Greystone will have to continue to produce positive operating results or explore various options including additional long-term debt and equity financing. However, there is no guarantee that Greystone will continue to create positive operating results or be able to raise sufficient capital to meet these obligations.

Effective July 1, 2019, Greystone and IBC entered into an amendment to the IBC Loan Agreement dated January 31, 2014 which provided for new funding in the amount of $672,000 to purchase production equipment.

 

Substantially all of the financing that Greystone has received through the last few fiscal years resulted primarily from bank notes which are guaranteed by certain officers and directors of Greystone and, formerly, from loans provided by certain officers and directors of Greystone. Greystone continues to be dependent upon its officers and directors to provide and/or secure additional financing and there is no assurance that its officers and directors will continue to do so. As such, there is no assurance that funding will be available for Greystone to continue operations.

 

Greystone has 50,000 outstanding shares of cumulative 2003 Preferred Stock with a liquidation preference of $5,000,000 and a preferred dividend rate of the prime rate of interest plus 3.25%. Greystone does not anticipate that it will make cash dividend payments to any holders of its common stock unless and until the financial position of Greystone improves through increased revenues, another financing transaction or otherwise. Pursuant to the IBC Loan Agreement, as discussed in Note 6 to the consolidated financial statements, Greystone may pay dividends on its preferred stock in an amount not to exceed $500,000 per year.

Forward Looking Statements and Material Risks

 

This Quarterly Report on Form 10-Q includes certain statements that may be deemed “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are made in reliance on the safe harbor protections provided under the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, that address activities, events or developments that Greystone expects, believes or anticipates will or may occur in the future, including decreased costs, securing financing, the profitability of Greystone, potential sales of pallets or other possible business developments, are forward-looking statements. Such statements are subject to a number of assumptions, risks and uncertainties. The forward-looking statements contained in this Quarterly Report on Form 10-Q could be affected by any of the following factors: Greystone’s prospects could be affected by changes in availability of raw materials, competition, rapid technological change and new legislation regarding environmental matters; Greystone may not be able to secure additional financing necessary to sustain and grow its operations; and a material portion of Greystone’s business is and will be dependent upon a few large customers and there is no assurance that Greystone will be able to retain such customers. These risks and other risks that could affect Greystone’s business are more fully described in Greystone’s Form 10-K for the fiscal year ended May 31, 2019, which was filed on August 29, 2019. Actual results may vary materially from the forward-looking statements. Greystone undertakes no duty to update any of the forward-looking statements contained in this Quarterly Report on Form 10-Q.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

 

Not applicable.

 

Item 4. Controls and Procedures.

 

As of the end of the period covered by this Quarterly Report on Form 10-Q, Greystone carried out an evaluation under the supervision of Greystone’s Chief Executive Officer and Chief Financial Officer of the effectiveness of the design and operation of Greystone’s disclosure controls and procedures pursuant to the Securities Exchange Act Rules 13a-15(e) and 15d-15(e). Based on an evaluation as of May 31, 2019, Warren F. Kruger, Greystone’s Chief Executive Officer, and William W. Rahhal, Greystone’s Chief Financial Officer, identified no material weakness in Greystone’s internal control over financial reporting. As a result, Greystone’s CEO and Chief Financial Officer concluded that the design and operation of Greystone’s disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) were effective as of August 31,November 30, 2019.

 

During the threesix months ended August 31,November 30, 2019, there were no changes in Greystone’s internal controls over financial reporting that have materially affected, or that are reasonably likely to materially affect, Greystone’s internal control over financial reporting.

 

PART II. OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

None.

 

Item 1A. Risk Factors.

 

Not applicable.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

None.

 

Item 3.Item 3. Defaults Upon Senior Securities.

 

None.

 

Item 4. Mine Safety Disclosures.

 

Not applicable.

Item 5. Other Information.

 

None.

 

Item 6. Exhibits.

 

The following exhibits are filed or furnished as part of this Quarterly Report on Form 10-Q.

 

 31.1Certification of Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended, and Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (submitted herewith).
   
 31.2Certification of Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended, and Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (submitted herewith).
   
 32.1Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (submitted herewith).
   
 32.2Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (submitted herewith).
   
 101Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Consolidated Balance Sheets at August 31,November 30, 2019 and May 31, 2019, (ii) the Consolidated Statements of Income for the threeSix Months and Three months ended August 31,November 30, 2019 and 2018, (iii) the Consolidated Statements of Changes in Equity for the three monthsSix Months and Three Months ended August 31,November 30, 2019 and 2018, (iv) the Consolidated Statements of Cash Flows for the three monthsSix Months ended August 31,November 30, 2019 and 2018, and (v) the Notes to the Consolidated Financial Statements (submitted herewith).

22

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.

 

 GREYSTONE LOGISTICS, INC.
 (Registrant)
  
Date: OctoberJanuary 15, 20192020/s/ Warren F. Kruger
 Warren F. Kruger, President and Chief
 Executive Officer (Principal Executive Officer)
  
Date: OctoberJanuary 15, 20192020/s/ William W. Rahhal
 William W. Rahhal, Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)

 

2123
 

 

Index to Exhibits

 

The following exhibits are filed or furnished as part of this Quarterly Report on Form 10-Q.

 

31.1Certification of Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended, and Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (submitted herewith).
  
31.2Certification of Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended, and Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (submitted herewith).
  
32.1Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (submitted herewith).
  
32.2Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (submitted herewith).
  
101Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Consolidated Balance Sheets at August 31,November 30, 2019 and May 31, 2019, (ii) the Consolidated Statements of Income for the threeSix Months and Three months ended August 31,November 30, 2019 and 2018, (iii) the Consolidated Statements of Changes in Equity for the threeSix Months and Three months ended August 31,November 30, 2019 and 2018, (iv) the Consolidated Statements of Cash Flows for the three monthsSix Months ended August 31,November 30, 2019 and 2018, and (v) the Notes to the Consolidated Financial Statements (submitted herewith).