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 endedNovember 30, 2019February 29, 2020

 

[  ]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

Commission file number000-26331

 

GREYSTONE LOGISTICS, INC.

(Exact name of registrant as specified in its charter)

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, Oklahoma74120
(Address of principal executive offices) (Zip(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)

 

(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][X]Smaller reporting company [X][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:January 10,April 3, 2020 - 28,361,201

 

 

 

 
 

 

GREYSTONE LOGISTICS, INC.

FORM 10-Q

For the Period Ended November 30, 2019February 29, 2020

 

 Page
PART I. FINANCIAL INFORMATION 
   
Item 1.Financial Statements 
   
 

Consolidated Balance Sheets (Unaudited)As of November 30, 2019February 29, 2020 and May 31, 2019

1
   
Consolidated Statements of Income (Unaudited)For the Nine Months Ended February 29(28), 2020 and 20192
 
 

Consolidated Statements of Income (Unaudited) For the SixThree Months Ended November 30,February 29(28), 2020 and 2019 and 2018

23
   
 Consolidated Statements of IncomeChanges in Equity (Unaudited) For the ThreeNine Months Ended November 30,February 29(28), 2020 and 2019 and 201834
   
 

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

4

Consolidated Statements of Cash Flows (Unaudited)For the SixNine Months Ended November 30,February 29(28), 2020 and 2019 and 2018

5
   
 Notes to Consolidated Financial Statements (Unaudited)6
   
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations16
   
Item 3.Quantitative and Qualitative Disclosures About Market Risk2122
   
Item 4.Controls and Procedures2122
   
PART II. OTHER INFORMATION22
   
Item 1.Legal Proceedings2122
   
Item 1A.Risk Factors2122
   
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds2122
   
Item 3.Defaults Upon Senior Securities2122
   
Item 4.Mine Safety Disclosures2122
   
Item 5.Other Information2223
   
Item 6.Exhibits2223
   
SIGNATURES2324

 

 
 

 

PART I. FINANCIAL INFORMATION

 

Item 1. Financial Statements.

 

Greystone Logistics, Inc. and Subsidiaries

Consolidated Balance Sheets

(Unaudited)

 

  November 30, 2019  May 31, 2019 
Assets        
Current Assets:        
Cash $1,580,845  $1,255,408 
Accounts receivable -        
Trade  4,391,278   6,320,875 
Related parties  103,834   50,320 
Inventory  3,692,991   2,620,991 
Prepaid expenses  99,978   239,146 
Total Current Assets  9,868,926   10,486,740 
Property, Plant and Equipment,net  32,413,476   32,680,472 
         
Total Assets $42,282,402  $43,167,212 
         
Liabilities and Equity        
Current Liabilities:        
Current portion of long-term debt $3,442,269  $3,030,630 
Current portion of financing leases  2,111,028   1,516,629 
Current portion of operating leases  72,144   58,236 
Accounts payable and accrued liabilities  7,442,317   6,520,721 
Deferred revenue  1,514,495   2,201,067 
Preferred dividends payable  102,637   112,192 
Total Current Liabilities  14,684,890   13,439,475 
Long-Term Debt,net of current portion  17,905,736   19,629,148 
Financing Leases,net of current portion  3,732,262   5,238,190 
Operating Leases,net of current portion  146,489   122,558 
Deferred Tax Liability  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 
Common stock, $0.0001 par value, 5,000,000,000 shares  authorized, 28,361,201 shares issued and outstanding  2,836   2,836 
Additional paid-in capital  53,790,764   53,790,764 
Accumulated deficit  (50,361,999)  (51,108,677)
Total Greystone Stockholders’ Equity  3,431,606   2,684,928 
Non-controlling interest  1,134,777   1,126,271 
Total Equity  4,566,383   3,811,199 
         
Total Liabilities and Equity $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 Six Months Ended November 30, 
  2019  2018 
       
Sales $38,167,971  $32,939,240 
         
Cost of Sales  33,656,973   28,801,518 
         
Gross Profit  4,510,998   4,137,722 
         
Selling, General and Administrative Expenses  2,190,228   1,792,741 
         
Operating Income  2,320,770   2,344,981 
         
Other Income (Expense):        
Other income  4,913   5,290 
Interest expense  (913,699)  (848,318)
         
Income before Income Taxes  1,411,984   1,501,953 
Provision for Income Taxes  320,000   440,100 
Net Income  1,091,984   1,061,853 
         
Income Attributable to Non-controlling Interest  (130,306)  (123,527)
         
Preferred Dividends  (215,000)  (208,045)
         
Net Income Attributable to Common Stockholders $746,678  $730,281 
         
Income Per Share of Common Stock -    
Basic and Diluted $0.03  $0.03 
Weighted Average Shares of Common Stock Outstanding -      
Basic  28,361,201   28,361,201 
Diluted  29,005,432   29,009,949 
  February 29, 2020  May 31, 2019 
Assets        
Current Assets:        
Cash $1,156,900  $1,255,408 
Accounts receivable -        
Trade  5,873,647   6,320,875 
Related parties  129,334   50,320 
Inventory  3,876,099   2,620,991 
Prepaid expenses  29,693   239,146 
Total Current Assets  11,065,673   10,486,740 
Property, Plant and Equipment, net  32,905,722   32,680,472 
         
Total Assets $43,971,395  $43,167,212 
         
Liabilities and Equity        
Current Liabilities:        
Current portion of long-term debt $3,525,314  $3,030,630 
Current portion of financing leases  2,146,923   1,516,629 
Current portion of operating leases  73,078   58,236 
Accounts payable and accrued liabilities  5,061,708   6,520,721 
Deferred revenue  5,940,593   2,201,067 
Preferred dividends payable  99,726   112,192 
Total Current Liabilities  16,847,342   13,439,475 
Long-Term Debt, net of current portion and debt issue costs  15,097,717   19,629,148 
Financing Leases, net of current portion  3,775,920   5,238,190 
Operating Leases, net of current portion  126,575   122,558 
Deferred Tax Liability  1,733,642   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 
Common stock, $0.0001 par value, 5,000,000,000 shares  authorized, 28,361,201 shares issued and outstanding  2,836   2,836 
Additional paid-in capital  53,790,764   53,790,764 
Accumulated deficit  (48,562,194)  (51,108,677)
Total Greystone Stockholders’ Equity  5,231,411   2,684,928 
Non-controlling interest  1,158,788   1,126,271 
Total Equity  6,390,199   3,811,199 
         
Total Liabilities and Equity $43,971,395  $43,167,212 

 

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

Greystone Logistics, Inc.

Consolidated Statements of Income

For the Nine Months Ended February 29(28),

(Unaudited)

 

 For the Three Months Ended November 30,  2020  2019 
 2019  2018       
Sales $19,503,462  $14,733,130  $57,906,777  $50,163,707 
                
Cost of Sales  17,353,239   13,041,366   49,279,904   44,257,438 
                
Gross Profit  2,150,223   1,691,764   8,626,873   5,906,269 
                
Selling, General and Administrative Expenses  1,112,630   853,650   3,438,424   2,752,029 
                
Operating Income  1,037,593   838,114   5,188,449   3,154,240 
                
Other Income (Expense):                
Other income  2,880   3,021   9,304   7,728 
Interest expense  (432,788)  (435,690)  (1,333,827)  (1,348,285)
        
Income before Income Taxes  607,685   405,445   3,863,926   1,813,683 
Provision for Income Taxes  135,000   108,500   807,000   520,400 
Net Income  472,685   296,945   3,056,926   1,293,283 
                
Income Attributable to Non-controlling Interest  (65,620)  (62,952)  (195,717)  (187,620)
        
Preferred Dividends  (102,637)  (105,100)  (314,726)  (316,264)
                
Net Income Attributable to Common Stockholders $304,428  $128,893  $2,546,483  $789,399 
                
Income Per Share of Common Stock -                
Basic and Diluted $0.01  $0.00  $0.09  $0.03 
Weighted Average Shares of Common Stock Outstanding -                
Basic  28,361,201   28,361,201   28,361,201   28,361,201 
Diluted  29,001,160   29,018,262   29,003,201   29,009,415 

 

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

Greystone Logistics, Inc.

Consolidated Statements of Income

For the Three Months Ended February 29(28),

(Unaudited)

 

3
  2020  2019 
Sales $19,738,806  $17,224,467 
         
Cost of Sales  15,622,931   15,455,920 
         
Gross Profit  4,115,875   1,768,547 
         
Selling, General and Administrative Expenses  1,248,196   959,288 
         
Operating Income  2,867,679   809,259 
         
Other Income (Expense):        
Other income  4,391   2,438 
Interest expense  (420,128)  (499,967)
Income before Income Taxes  2,451,942   311,730 
Provision for Income Taxes  487,000   80,300 
Net Income  1,964,942   231,430 
         
Income Attributable to Non-controlling Interest  (65,411)  (64,093)
Preferred Dividends  (99,726)  (108,219)
         
Net Income Attributable to Common Stockholders $1,799,805  $59,118 
         
Income Per Share of Common Stock -        
Basic and Diluted $0.06  $0.00 
Weighted Average Shares of Common Stock Outstanding -        
Basic  28,361,201   28,361,201 
Diluted  28,999,499   29,012,048 

 

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

Greystone Logistics, Inc. and Subsidiaries

Consolidated Statements of Changes in Equity

For the SixNine Months Ended November 30,February 29(28), 2020 and 2019 and 2018

(Unaudited)

 

         Total     
     Additional   Greystone Non-   
 Preferred Stock Common Stock Paid-in Accumulated Stockholders’ controlling Total  Preferred Stock Common Stock Additional Paid-in Accumulated Total Greystone Stockholders’ Non-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/share  -   -   -   -   -   (112,363)  (112,363)  -   (112,363)  -   -   -   -   -   (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)  -   -   -   -   -   -   -   (69,600)  (69,600)
Preferred dividends, $2.05/share  -   -   -   -   -   (102,637)  (102,637)  -   (215,000)  -   -   -   -   -   (102,637)  (102,637)  -   (102,637)
Net income  -   -   -   -   -   407,065   407,065   65,620   472,685   -   -   -   -   -   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   50,000   5   28,361,201   2,836   53,790,764   (50,361,999)  3,431,606   1,134,777   4,566,383 
Cash distributions  -   -   -   -   -   -   -   (41,400)  (41,400)
Preferred dividends, $2.00/share  -   -   -   -   -   (99,726)  (99,726)  -   (99,726)
Net income  -   -   -   -   -   1,899,531   1,899,531   65,411   1,964,942 
Balances, February 29, 2020  50,000  $5   28,361,201  $2,836  $53,790,764  $(48,562,194) $5,231,411  $1,158,788  $6,390,199 
                                                                        
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/share  -   -   -   -   -   (102,945)  (102,945)  -   (102,945)  -   -   -   -   -   (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)  -   -   -   -   -   -   -   (51,000)  (51,000)
Preferred dividends, $2.10/share  -   -   -   -   -   (105,100)  (105,100)  -   (105,100)  -   -   -   -   -   (105,100)  (105,100)  -   (105,100)
Net income  -   -   -   -   -   233,993   233,993   62,952   296,945   -   -   -   -   -   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   50,000   5   28,361,201   2,836   53,790,764   (51,755,032)  2,038,573   1,106,682   3,145,255 
Cash distributions  -   -   -   -   -   -   -   (51,000)  (51,000)
Preferred dividends, $2.16/share  -   -   -   -   -   (108,219)  (108,219)  -   (108,219)
Net income  -   -   -   -   -   167,337   167,337   64,093   231,430 
Balances, February 28, 2019  50,000  $5   28,361,201  $2,836  $53,790,764  $(51,695,914) $2,097,691  $1,119,775  $3,217,466 

 

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

4

Greystone Logistics, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

For the Nine Months Ended February 29(28),

(Unaudited)

 

 For the Six Months Ended November 30, 
 2019  2018  2020  2019 
Cash Flows from Operating Activities:                
Net income $1,091,984  $1,061,853  $3,056,926  $1,293,283 
Adjustments to reconcile net income to net cash provided by operating activities -                
Depreciation and amortization  2,560,516   2,178,499   3,915,774   3,334,730 
Deferred tax expense  320,000   440,100   807,000   486,300 
Decrease in trade accounts receivable  1,929,597   2,591,083   447,228   708,876 
Increase in related party receivables  (53,514)  (41,262)
Decrease (Increase) in related party receivables  (79,014)  33,347 
Increase in inventory  (1,072,000)  (2,298,739)  (1,255,108)  (2,062,150)
Decrease in prepaid expenses  139,168   159,246 
Increase in accounts payable and accrued liabilities  687,310   2,272,400 
Decrease in deferred revenue  (686,572)  (2,846,745)
Decrease (Increase) in prepaid expenses  209,453   (23,931)
Increase (Decrease) in accounts payable and accrued liabilities  (1,278,393)  1,943,133 
Increase (Decrease) in deferred revenue  3,739,526   (751,827)
Net cash provided by operating activities  4,916,489   3,516,435   9,563,392   4,961,761 
        
Cash Flows from Investing Activities:                
Purchases of property and equipment  (2,018,815)  (5,308,802)  (3,686,791)  (6,380,490)
        
Proceeds from sale of equipment  -   968,168 
Net cash used in investing activities  (3,686,791)  (5,412,322)
Cash Flows from Financing Activities:                
Proceeds from long-term debt  672,000   3,514,265   672,000   3,756,800 
Principal payments on long-term debt and financing leases  (2,390,138)  (2,321,590)  (3,679,145)  (3,567,629)
Proceeds from revolving loan  690,000   2,421,000   2,180,000   4,321,000 
Principal payments on revolving loan  (972,000)  (1,300,000)  (4,295,000)  (2,750,000)
Principal payments on related party note payable and financing lease  (222,384)  (122,501)  (359,212)  (233,302)
Payments for debt issuance costs  (3,360)  -   (3,360)  - 
Dividends paid on preferred stock  (224,555)  (102,945)  (327,192)  (208,045)
Distributions paid by non-controlling interest  (121,800)  (102,000)  (163,200)  (153,000)
Net cash provided by (used in) financing activities  (2,572,237)  1,986,229   (5,975,109)  1,165,824 
Net Increase in Cash  325,437   193,862 
Net Increase (Decrease) in Cash  (98,508)  715,263 
Cash, beginning of period  1,255,408   379,632   1,255,408   379,632 
Cash, end of period $1,580,845  $573,494  $1,156,900  $1,094,895 
Non-cash Activities:                
Acquisition of equipment by capital lease $-  $2,333,333 
Acquisition of equipment by capital leases $612,124  $4,667,380 
Addition of right-to-use equipment by operating leases $67,750  $- 
Capital expenditures in accounts payable $507,851  $110,182  $92,945  $38,445 
Preferred dividend accrual $102,637  $105,100  $99,726  $108,219 
Supplemental information:                
Interest paid $913,992  $828,706  $1,327,149  $1,297,997 

 

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 November 30, 2019February 29, 2020 and the results of its operations and cash flows for the sixnine months and three months ended November 30, 2019February 29(28), 2020 and 2018.2019. 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 sixnine months and three months ended November 30,February 29(28), 2020 and 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 for the sixnine months and three months ended November 30February 29(28) are as follows:

 

  2019  2018 
         
Preferred stock convertible into common stock  3,333,333   3,333,333 
  2020  2019 
         
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:

 

For the sixnine months ended November 30, 2019February 29(28), 2020 and 2018:2019:

 

 2019 2018  2020  2019 
Numerator -                
Net income attributable to common stockholders $746,678  $730,281  $2,546,483  $789,399 
Denominator -                
Weighted-average shares outstanding - basic  28,361,201   28,361,201   28,361,201   28,361,201 
Incremental shares from assumed conversion of options and warrants  644,231   648,748 
Incremental shares from assumed conversion of warrants and options  642,000   648,214 
Diluted shares  29,005,432   29,009,949   29,003,201   29,009,415 
Income per share -                
Basic and Diluted $0.03  $0.03  $0.09  $0.03 

 

For the three months ended November 30, 2019February 29(28), 2020 and 2018:2019:

 

 2019  2018  2020  2019 
Numerator -                
Net income attributable to common stockholders $304,428  $128,893  $1,799,805  $59,118 
Denominator -                
Weighted-average shares outstanding - basic  28,361,201   28,361,201   28,361,201   28,361,201 
Incremental shares from assumed conversion of options and warrants  639,959   657,061 
Incremental shares from assumed conversion of warrants and options  638,298   650,847 
Diluted shares  29,001,160   29,018,262   28,999,499   29,012,048 
Income per share -                
Basic and Diluted $0.01  $0.00  $0.06  $0.00 

Note 3. Inventory

 

Inventory consists of the following:

 

 November 30, 2019 May 31, 2019  February 29,2020 May 31, 2019 
Raw materials $1,701,839  $1,295,991  $1,919,222  $1,295,991 
Finished goods  1,991,152   1,325,000   1,956,877   1,325,000 
Total inventory $3,692,991  $2,620,991  $3,876,099  $2,620,991 

 

Note 4. Property, Plant and Equipment

 

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

 

 November 30, 2019  

May 31, 2019

  February 29, 2020  

May 31, 2019

 
Production machinery and equipment $47,323,256  $45,645,910  $49,077,097  $45,645,910 
Plant buildings and land  6,724,513   6,336,855   6,869,380   6,336,855 
Leasehold improvements  1,129,474   979,890   1,095,961   979,890 
Furniture and fixtures  601,586   563,074   601,586   563,074 
Right-to-use assets under operating leases  218,634   180,794   199,653   180,794 
  55,997,463   53,706,523   57,843,677   53,706,523 
                
Less: Accumulated depreciation and amortization  (23,583,987)  (21,026,051)  (24,937,955)  (21,026,051)
                
Net Property, Plant and Equipment $32,413,476  $32,680,472  $32,905,722  $32,680,472 

 

Production machinery and equipment includes right-to-use equipment capitalized pursuant to financing leases in the amount of $8,473,357 and $7,861,233 at November 30, 2019February 29, 2020 and May 31, 2019.2019, respectively. 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, 5 and 7 year for material handling equipment and 12 years for injection molding machines.

 

Production machinery includes deposits on equipment in the amount of $923,063$1,680,960 at November 30, 2019February 29, 2020 which have 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 $2,838,613$2,809,645 at November 30, 2019.February 29, 2020.

 

Depreciation expense, including amortization expense related to right-to-use assets under financing leases, for the sixnine months ended November 30,February 29(28), 2020 and 2019 was $3,911,904 and 2018 was $2,557,936 and $2,131,971,$3,255,939, 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 $715,000$1,072,500 for the each of the sixnine months ended November 30, 2019February 29(28), 2020 and 2018.2019.

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 $24,000$36,000 for each of the sixnine months ended November 30, 2019February 29(28), 2020 and 2018.2019. At November 30, 2019,February 29, 2020, future minimum payments under the non-cancelable operating lease for the remaining threetwo years are $48,000 $48,000, and $4,000.$40,000.

 

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 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 sixnine months ended November 30,February 29(28), 2020 and 2019 and 2018 totaled $5,400 and $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 $271,320$393,720 and $167,400 for the sixnine months ended November 30,February 29(28), 2020 and 2019, and 2018, respectively. The account receivable due from Green at November 30, 2019February 29, 2020 was $96,900.$122,400.

 

Note 6. Long-term Debt

 

Debt as of November 30, 2019February 29, 2020 and May 31, 2019 is as follows:

 

 November 30, 2019  May 31, 2019  February 29, 2020  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 $2,861,716  $3,234,947  $2,664,063  $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, 2024  1,287,485   1,399,490   1,228,697   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  1,447,506   1,744,235   1,293,713   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  814,945   927,199   756,372   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  3,082,407   3,398,247 
Term loan F payable to International Bank of Commerce, prime rate of interest plus 0.5% but not less than 5.25%, maturing February 29, 2024  2,919,586   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  858,375   876,934   848,448   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  564,067   -   499,585   - 
                
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 
Revolving loan payable to International Bank of Commerce, prime rate of interest plus 0.5% but not less than 5.5%, due January 31, 2022   1 090,000   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  643,089   800,488   561,105   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  2,362,662   2,461,116   2,312,223   2,461,116 
                
Note payable to Robert Rosene, 7.5% interest, due January 15, 2021  4,340,285   4,426,631 
Note payable to Robert Rosene, 7.5% interest, due January 15, 2022  4,297,169   4,426,631 
                
Other  200,934   223,177   189,246   223,177 
Total long-term debt  21,386,471   22,697,464   18,660,207   22,697,464 
Debt issuance costs, net of amortization  (38,466)  (37,686)  (37,176)  (37,686)
Total debt, net of debt issuance costs  21,348,005   22,659,778   18,623,031   22,659,778 
Less: Current portion of long-term debt  (3,442,269)  (3,030,630)  (3,525,314)  (3,030,630)
Long-term debt, net of current portion $17,905,736  $19,629,148 
Long-term debt, net of current portion and debt issue costs $15,097,717  $19,629,148 

 

The prime rate of interest as of November 30, 2019February 29, 2020 was 4.75%.

Effective March 16, 2020, the prime rate of interest was reduced to 3.25%.

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$78,260 per month), (ii) Term Loan C over a seven-year period beginning 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$67,674 per month), (vi) Term Loan G over a fifteen-year period beginning April 30, 2019 (currently $7,466$7,092 per month) and (vii) Term Loan H over 30 months beginning August 1, 2019 (currently $24,203$23,891 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, 2021.2022. 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 November 30, 2019,February 29, 2020, Greystone was not in compliance with this debt service coverage ratio. IBC has issued a waiver, dated 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 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, 2021.2022. 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 November 30, 2019February 29, 2020 was $4,340,285.$4,297,169.

There is no assurance that Mr. Rosene will renew the note as of the maturity date.

 

Maturities

 

Maturities of Greystone’s long-term debt for the five years subsequent to November 30, 2019February 29, 2020 are $3,442,269, $12,683,643, $1,919,583, $2,416,434$3,525,314, $9,251,335, $2,203,898, $2,906,782 and $924,542.$772,878.

 

Note 7. Leases

 

Financing Leases

 

Financing leases as of November 30, 2019February 29, 2020 and May 31, 2019:

 

  November 30, 2019  May 31, 2019 
Non-cancellable financing leases $5,843,290  $6,754,819 
Less: Current portion  (2,111,028)  (1,516,629)
Non-cancellable financing leases, net of current portion $3,732,262  $5,238,190 
  February 29, 2020  May 31, 2019 
Present value of non-cancellable financing leases $5,922,843  $6,754,819 
Less: Current portion  (2,146,923)  (1,516,629)
Present value of non-cancellable financing leases, net of current portion $3,775,920  $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$7.4 million which were effectiveduring the period from February 24, 2018 August 2, 2018 andthrough 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.equipment and shipped to the private company. The estimated aggregate monthly rental payments are approximately $178,000.$178,500. 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 aggregateannual future rental payments.payments and a corresponding reduction in the estimated term of the lease. 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-sixthirty-nine 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$8,473,357 at November 30, 2019.February 29, 2020. Amortization of the carrying amount of approximately $416,000$653,942 and $449,000$775,530 was included in depreciation expense for the sixnine months ended November 30,February 29(28), 2020 and 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 monthninety-month term and a discount rate of 5.0%. The leases are single-term with constant monthly rental rates.

Lease Summary Information

 

For the sixnine months ended November 30, 2019February 29(28), 2020 and 2018:2019:

 

 2019 2018  2020 2019 
Lease Expense                
Financing lease expense -                
Amortization of right-of-use assets $416,000  $449,000  $653,942  $775,530 
Interest on lease liabilities  220,255   126,514   355,692   236,875 
Operating lease expense  39,650   24,000   63,185   36,000 
Short-term lease expense  797,835   749,843   1,207,008   1,136,617 
Total $1,473,740  $1,349,357  $2,279,827  $2,185,022 
                
Other Information                
Cash paid for amounts included in the measurement of lease liabilities for finance leases -                
Operating cash flows $220,255  $126,514  $355,692  $236,875 
Financing cash flows $911,529  $1,333,699  $1,487,489  $644,677 
Cash paid for amounts included in the measurement of lease liabilities for operating leases -                
Operating cash flows $39,650  $24,000  $63,185  $36,000 
Right-of-use assets obtained in exchange for lease liabilities -                
Financing leases $-  $2,333,333  $612,124  $4,667,380 
Operating leases $67,750  $-  $67,750  $- 
Weighted-average remaining lease term (in years) -                
Financing leases  3.2   3.4   3.6   3.1 
Operating leases  3.5   3.1   3.0   2.8 
Weighted-average discount rate -                
Financing leases  7.1%  7.0%  7.1%  7.2%
Operating leases  5.3%  5.0%  5.2%  5.0%

 

Future minimum lease payments under non-cancelable leases as of November 30, 2019,February 29, 2020, are approximately:           ,

 

  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 
  Financing Leases  Operating Leases 
Twelve months ended February 28, 2021 $2,513,000  $81,881 
Twelve months ended February 28, 2022  2,395,000   73,881 
Twelve months ended February 28, 2023  1,552,000   33,881 
Twelve months ended February 29, 2024  149,000   23,154 
Twelve months ended February 28, 2025  20,000   - 
Total future minimum lease payments  6,629,000   212,797 
Present value discount  706,157   13,144 
Present value of minimum lease payments $5,922,843  $199,653 

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(s). Customer advances totaled $-0-$5,981,710 and $3,280,500 during the sixnine months ended November 30,February 29(28), 2020 and 2019, and 2018, respectively. Revenue recognition from customer advances during the sixnine months ended November 30, 2019February 29, 2020 was $686,572.$2,242,184. The unrecognized balance of deferred revenue at November 30, 2019February 29, 2020 and May 31, 2019, was $1,514,495$5,940,593 and $2,201,067, respectively.

 

Note 9. Revenue and Revenue Recognition

 

Revenue is recognized at the point in time as 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.

 

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 $1,803,000$2,187,000 and $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 sixnine months ended November 30,February 29(28), 2020 and 2019, and 2018, respectively, were as follows:

 

Category 2019  2018 
End Users – Major Customers  88%  84%
End Users - Other  1%  2%
Distributors  11%  14%

14��
Category 2020  2019 
End Users – Major Customers  87%  85%
End Users - Other  1%  1%
Distributors  12%  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 88%87% and 84%85% of its total sales from four 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 $1,019,279$1,409,045 and $814,764$1,249,653 in fiscal years 2020 and 2019, respectively, is from one of its major customers.

 

Robert B. Rosene, Jr.,COVID-19

The recent global outbreak of COVID-19 has created much uncertainty in the marketplace, and the full economic impact, duration and spread of the COVID-19 virus is uncertain and difficult to predict at this time considering the rapidly evolving landscape. To date, the demand for Greystone’s products has not been affected as Greystone’s pallets are generally used logistically by essential entities. Going forward, the major issue that Greystone has incurred is maintaining adequate work force to meet demand for pallets. While there has not been a reported case of COVID-19 at Greystone, director,the virus has provided financingimpacted the overall workforce in the area as recruiting new employees has slowed, and guaranteesa portion of the employees have opted to remain home for protection. Management is currently unable to estimate the impact of this economic event on its future financial position, results of operations and cash flows. Therefore, Greystone can give no assurances that this event will not have a material adverse effect on its financial position or results of operations. If the COVID-19 outbreak continues to evolve causing disruption to our workforce, customers and vendors, this economic event could have a material adverse effect on Greystone’s bank debt. Asbusiness, results of November 30, 2019,operations, financial condition and cash flows.

On March 27, 2020, the Coronavirus Aid, Relief and Economic Security (CARES) Act was signed into law providing certain economic aid packages for small business. Greystone is indebted to Mr. Rosene inqualifies as a small business under CARES and has submitted an application for funding under the amount of $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.Paycheck Protections Program.

 

Note 12. Commitments

 

At November 30, 2019,February 29, 2020, Greystone had commitments totaling $2,468,000$2,867,000 toward the purchase of production equipment.

Note 13. Subsequent Event

On March 24, 2020, Greystone entered into a loan agreement with Great Western Bank to borrow $1,508,000 under a term loan, 3.7% interest and maturing March 19, 2025, for the purchase of an injection molding machine.

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

 

Results of Operations

 

General to All Periods

 

The unaudited consolidated financial 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 sixnine months and three months ended November 30, 2019.February 29, 2020. References to fiscal year 2019 refer to the sixnine months and three months ended November 30, 2018.February 28, 2019.

 

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.

 

COVID-19 Risks

The impact of COVID-19 has created much uncertainty in the marketplace. To date, the demand for Greystone’s products has not been affected as Greystone’s pallets are generally used logistically by essential entities. Going forward, the major issue that Greystone has incurred is maintaining adequate work force to meet demand for pallets. While there has not been a reported case of COVID-19 at Greystone, approximately 10% of Greystone’s workforce have opted to stay at home for protection. The virus has impacted the overall workforce in the area as recruiting new employees has slowed. Management is unable to predict the stability of its workforce as the longer that the virus stays active, the greater the uncertainty.

On March 27, 2020, the Coronavirus Aid, Relief and Economic Security (CARES) Act was signed into law providing certain economic aid packages for small business. Greystone qualifies as a small business under CARES and has submitted an application for funding under the Paycheck Protections Program.

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 268266 and 185220 full-time employees as of November 30,February 29(28), 2020 and 2019, and 2018, respectively. In addition, temporary personnel totaled 145116 and 107126 as of November 30,February 29(28), 2020 and 2019, and 2018, respectively.

 

SixNine Months Ended November 30, 2019February 29, 2020 Compared to SixNine Months Ended November 30, 2018February 28, 2019

 

Sales

Sales for fiscal year 2020 were $38,167,971$57,906,777 compared to $32,939,240$50,163,707 in fiscal year 2019 for an increase of $5,228,731,$7,743,070, or 16%15%. The increase in pallet sales in fiscal year 2020 over 2019 was primarily attributable 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%87% and 84%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 $33,656,973,$49,279,904, or 88%85% of sales, compared to $28,801,518,$44,257,438, or 87%88% of sales, in fiscal year 2019. DuringThe ratio of cost of sales to sales in fiscal year 2020 reflects a significant improvement over the last two months of the six months ended November 30, 2019, Greystone achieved (i)ratio for fiscal year 2019. Improvements during fiscal year 2020 included significant improvementsincreases in pallet production as a result oflevels resulting from installation of hardware and software to improve the flow of resin into molds on two injection molding machines, and (ii) completionthe addition of the installation of an additionala new pelletizing line which increasedincreases Greystone’s capacity for pelletizing thereby resultingplastic in a cost savings overlieu of purchasing plastic in pelletized form.form and price increases on certain pallets.

Initiatives

Additional initiatives to facilitate and continue improvements to the ratio oftoward reductions in cost of sales toas a ratio of sales include resolution on production issues on certain machines and molds,the addition of a new injection molding machine in March 2020, to replace an older unit, additional hardware and software to improveregulate the flow of resin mold flow on remaining injection molding machines,thereby increasing pallet production levels, completing the installation of an additional grinding machine allowingto increase grinding capacity thereby reducing raw material costs through the purchase ofability to use lower-priced unprocessedunground recycled plastic, and completion of robotics installation for robotics on two production lines. Greystone plans to complete the remaining initiatives throughout the year ending May 31, 2020.

coming months.

Selling, General and Administrative Expenses

 

Selling, general and administrative expenses were $2,190,228,$3,438,424, or 6%5.9% of sales, in fiscal year 2020 compared to $1,792,741,$2,752,029, or 5%5.5% of sales, for an increase of $397,487$686,395 or 22%25%. The increase in fiscal year 2020 over fiscal year 2019 results principally from increased costs for administrative personnel. The selling, general and administrative expenses are estimated to increase proportionately with increases in sales.

 

Other Income (Expenses)

 

Other income was $4,913$9,304 in fiscal year 2020 compared to $5,290$7,728 in fiscal year 2019.2019 primarily from sale of scrap materials.

 

Interest expense was $913,699$1,333,827 in fiscal year 2020 compared to $848,318$1,348,285 in fiscal year 2019 for an increasea decrease of $65,381.$14,458. The prime rate of interest declined from 5.50% at May 31, 2019 to 4.75% at November 30, 2019.February 29, 2020. The weighted average prime rate of interest was 5.19%5.00% compared to 5.07%5.19% for the sixnine months ended November 30,February 29(28), 2020 and 2019, and 2018, respectively.

 

Provision for Income Taxes

 

The provision for income taxes was $320,000$807,000 and $440,100$520,400 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 $1,091,984$3,056,926 in fiscal year 2020 compared to $1,061,853$1,293,283 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 $746,678,$2,545,483, or $0.03$0.09 per share, compared $730,281,$789,399, or $0.03 per share, in fiscal year 2019 primarily for the reasons discussed above.

Three Months Ended November 30, 2019February 29, 2020 Compared to Three Months Ended November 30, 2018February 28, 2019

 

Sales

 

Sales for fiscal year 2020 were $19,503,462$19,738,806 compared to $14,733,130$17,224,467 in fiscal year 2019 for an increase of $4,770,332,$2,514,339, or 32%15%. 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%87% 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,$15,622,931, or 89%79% of sales, compared to $13,041,366,$15,455,920, or 89%90% of sales, in fiscal year 2019. DuringThe ratio of cost of sales to sales in fiscal year 2020 reflects a significant improvement over the last two months of the six months ended November 30, 2019, Greystone achieved (i)ratio for fiscal year 2019. Improvements during fiscal year 2020 included significant improvementincreases in pallet production per machine as a result oflevels resulting from installation of hardware and software to improve the flow of resin into molds on two injection molding machines, and (ii) completionthe addition of the installation of an additionala new pelletizing line which increasedincreases Greystone’s capacity for pelletizing thereby resultingplastic in a cost savings overlieu of purchasing plastic in pelletized form.form and price increases on certain pallets.

 

InitiativesAdditional initiatives to facilitate and continue improvements to the ratio oftoward reductions in cost of sales toas a ratio of sales include resolution on production issues on certain machines and molds,the addition of a new injection molding machine in March 2020, to replace an older unit, additional hardware and software to improveregulate the flow of resin mold flow on remaining injection molding machines,thereby increasing pallet production levels, completing the installation of an additional grinding machine allowingto increase grinding capacity thereby reducing raw material costs through the purchase ofability to use lower-priced unprocessedunground recycled plastic, and completion of the robotics installation for robotics on two production lines. Greystone plans to complete the remaining initiatives throughout the year ending May 31, 2020.coming months.

 

Selling, General and Administrative Expenses

 

Selling, general and administrative expenses were $1,112,630,$1,248,195, or 6% of sales, in fiscal year 2020 compared to $853,650,$959,288, or 7%6% of sales, for an increase of $258,980$288,908 or 30%. The increase in fiscal year 2020 over fiscal year 2019 results principally from increased costs for administrative personnel. The selling, general, selling and administrative expenses are estimated to increase proportionately with increases in sales.

 

Other Income (Expenses)

 

Other income was $2,880$4,391 in fiscal year 2020 compared to $3,021$2,438 in fiscal year 2019.2019 principally from sales of scrap material.

 

Interest expense was $432,788$420,128 in fiscal year 2020 compared to $435,690$499,967 in fiscal year 2019 for a decrease of $2,902.$79,839. The prime rate of interest declined from 5.25% at August 31, 2019 to 4.75% at November 30, 2019.February 29, 2020. The weighted average prime rate of interest was 4.96% compared to 5.18% for the three months ended November 30, 2018.February 29(28), 2020 and 2019, respectively.

Provision for Income Taxes

 

The provision for income taxes was $135,000$487,000 and $108,500$80,300 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$1,964,942 in fiscal year 2020 compared to $296,945$231,430 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,$1,799,805, or $0.01$0.06 per share, compared $128,893,$59,118, 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 sixnine months ended November 30, 2019February 29, 2020 is as follows:

 

Cash provided by operating activities $4,916,489  $9,563,392 
        
Cash used in investing activities $(2,018,815) $(3,686,791)
        
Cash used in financing activities $(2,572,237) $(5,975,109)

 

The contractual obligations of Greystone are as follows:

 

 

 

Total

 

Less than

1 year

 

 

1-3 years

 

 

4-5 years

 

More than

5 years

  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  $-  $18,660,207  $3,525,314  $11,455,233  $3,679,660  $- 
Financing lease rent $6,448,000  $2,471,000  $3,977,000  $-  $     -  $6,629,000  $2,513,000  $3,947,000  $169,000  $- 
Operating lease rent $238,431  $81,881  $119,762  $36,788  $-  $212,797  $81,881  $107,762  $23,154  $- 
Commitments $2,468,000  $2,468,000  $-  $-  $-  $2,867,000  $2,867,000  $-  $-  $- 

Greystone had a working capital deficit of $(4,815,964)$(5,781,669) at November 30, 2019.February 29, 2020. To provide for the funding to meet Greystone’s operating activities and contractual obligations as of November 30, 2019,February 29, 2020, 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 March 24, 2020, Greystone entered into a loan agreement with Great Western Bank to borrow $1,508,000 under a term loan, 3.7% interest and maturing March 19, 2025. The purpose of the loan is to substantially fund the purchase of an injection molding machine of which the cost is included as a commitment at February 29, 2020.

 

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;matters and possible effect from COVID-19; 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 November 30, 2019.February 29, 2020.

 

During the sixnine months ended November 30, 2019,February 29, 2020, 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.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 November 30, 2019February 29, 2020 and May 31, 2019, (ii) the Consolidated Statements of Income for the SixNine Months and Three months ended November 30,February 29(28), 2020 and 2019, and 2018, (iii) the Consolidated Statements of Changes in Equity for the SixNine Months and Three Months ended November 30,February 29(28), 2020 and 2019, and 2018, (iv) the Consolidated Statements of Cash Flows for the SixNine Months ended November 30,February 29(28), 2020 and 2019, and 2018, and (v) the Notes to the Consolidated Financial Statements (submitted herewith).

 

2223
 

 

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: January 15,April 13, 2020/s/ Warren F. Kruger
 Warren F. Kruger, President and Chief
 Executive Officer (Principal Executive Officer)
  
Date: January 15,April 13, 2020/s/ William W. Rahhal
 William W. Rahhal, Chief Financial Officer
 (Principal Financial Officer and Principal Accounting Officer)

 

2324
 

 

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 November 30, 2019February 29, 2020 and May 31, 2019, (ii) the Consolidated Statements of Income for the SixNine Months and Three months ended November 30,February 29(28), 2020 and 2019, and 2018, (iii) the Consolidated Statements of Changes in Equity for the SixNine Months and Three months ended November 30,February 29(28), 2020 and 2019, and 2018, (iv) the Consolidated Statements of Cash Flows for the SixNine Months ended November 30,February 29(28), 2020 and 2019, and 2018, and (v) the Notes to the Consolidated Financial Statements (submitted herewith).

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