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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q

 

(Mark One)

 

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

 

For the quarterly period ended February 28, 2022

 

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

 

For the transition period from ___________ to ____________

 

Commission file number 000-26331  

 

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)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol   Name of each exchange on which registered
NONE   GLGI   NONE

 

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 ☒ 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 ☒ 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 ☒ Smaller reporting company ☒
  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 ☒

 

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: April 8, 2022 - 28,279,701

 

 

 

 

 

 

GREYSTONE LOGISTICS, INC.

FORM 10-Q

For the Period Ended February 28, 2022

 

    Page
PART I. FINANCIAL INFORMATION    
     
Item 1. Financial Statements    
       
  Consolidated Balance Sheets (Unaudited) As of February 28, 2022 and May 31, 2021   3
       
  Consolidated Statements of Income (Unaudited) For the Nine Months Ended February 28, 2022 and 2021  

4

       
  Consolidated Statements of Income (Unaudited) For the Three Months Ended February 28, 2022 and 2021   5
       
  Consolidated Statements of Changes in Equity (Unaudited) For the Nine Months Ended February 28, 2022 and 2021  

6

       
  Consolidated Statements of Cash Flows (Unaudited) For the Nine Months Ended February 28, 2022 and 2021  

7

       
  Notes to Consolidated Financial Statements (Unaudited)   8
       
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations  

17

       
Item 3. Quantitative and Qualitative Disclosures About Market Risk   22
       
Item 4. Controls and Procedures   22
       
PART II. OTHER INFORMATION   22
       
Item 1. Legal Proceedings   22
       
Item 1A. Risk Factors   22
       
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds   22
       
Item 3. Defaults Upon Senior Securities   23
       
Item 4. Mine Safety Disclosures   23
       
Item 5. Other Information   23
       
Item 6. Exhibits   23
       
SIGNATURES   24

 

2

 

 

PART I. FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

Greystone Logistics, Inc. and Subsidiaries

Consolidated Balance Sheets

(Unaudited)

 

   February 28, 2022  May 31, 2021
Assets          
Current Assets:          
Cash  $7,982,172   $4,387,533 
Accounts receivable -          
Trade   5,585,604    4,586,134 
Related parties   112,174    153,550 
Inventory   4,288,015    3,441,974 
Prepaid expenses   629,612    52,315 
Total Current Assets   18,597,577    12,621,506 
Property, Plant and Equipment, net   32,099,676    30,998,988 
Right-of-Use Operating Lease Assets   62,242    109,013 
Total Assets  $50,759,495   $43,729,507 
           
Liabilities and Equity          
Current Liabilities:          
Current portion of long-term debt  $2,818,321   $3,236,113 
Current portion of financing leases   1,592,166    1,745,535 
Current portion of operating leases   33,881    56,443 
Accounts payable and accrued liabilities   7,759,480    3,754,556 
Deferred revenue   10,218,357    6,430,607 
Preferred dividends payable   80,137    - 
Total Current Liabilities   22,502,342    15,223,254 
Long-Term Debt, net of current portion and debt issue costs   11,396,240    12,971,529 
Financing Leases, net of current portion   777,911    1,848,472 
Operating Leases, net of current portion   28,361    52,570 
Deferred Tax Liability   1,938,166    2,380,642 
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, 28,279,701 and 28,361,201 shares issued and outstanding, respectively   2,828    2,836 
Additional paid-in capital   53,533,272    53,790,764 
Accumulated deficit   (40,732,392)   (43,776,927)
Total Greystone Stockholders’ Equity   12,803,713    10,016,678 
Non-controlling interest   1,312,762    1,236,362 
Total Equity   14,116,475    11,253,040 
           
Total Liabilities and Equity  $50,759,495   $43,729,507 

 

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

 

3

 

 

Greystone Logistics, Inc.

Consolidated Statements of Income

For the Nine Months Ended February 28,

(Unaudited)

 

   2022  2021
       
Sales  $53,069,648   $47,602,690 
           
Cost of Sales   47,914,061    38,986,912 
           
Gross Profit   5,155,587    8,615,778 
           
Selling, General and Administrative Expenses   4,033,483    3,639,883 
           
Operating Income   1,122,104    4,975,895 
           
Other Income (Expense):          
Other income   35,731    19,122 
Gain from forgiveness of debt   3,068,497    - 
Interest expense   (631,115)   (923,289)
           
Income before Income Taxes   3,595,217    4,071,728 
Provision for Income Taxes   (99,000)   (1,257,000)
Net Income   3,496,217    2,814,728 
           
Income Attributable to Non-controlling Interest   (208,600)   (203,918)
           
Preferred Dividends   (243,082)   (243,973)
           
Net Income Attributable to Common Stockholders  $3,044,535   $2,366,837 
           
Income Per Share of Common Stock -          
Basic  $0.11   $0.08 
Diluted  $0.10   $0.08 
           
Weighted Average Shares of Common Stock Outstanding -          
Basic   

28,472,256

    28,361,201 
Diluted   

32,301,084

    32,363,012 

 

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

 

4

 

 

Greystone Logistics, Inc.

Consolidated Statements of Income

For the Three Months Ended February 28,

(Unaudited)

 

   2022  2021
       
Sales  $22,450,682   $14,511,196 
           
Cost of Sales   19,734,155    11,954,222 
           
Gross Profit   2,716,527    2,556,974 
           
Selling, General and Administrative Expenses   1,680,979    1,168,426 
           
Operating Income   1,035,548    1,388,548 
           
Other Income (Expense):          
Other income   3,688    10,178 
Interest expense   (201,992)   (270,229)
           
Income before Income Taxes   837,244    1,128,497 
Provision for Income Taxes   (234,000)   (346,000)
Net Income   603,244    782,497 
           
Income Attributable to Non-controlling Interest   (70,649)   (68,904)
           
Preferred Dividends   (80,137)   (80,137)
           
Net Income Attributable to Common Stockholders  $452,458   $633,456 
           
Income Per Share of Common Stock -          
Basic and Diluted  $0.02   $0.02 
           
Weighted Average Shares of Common Stock Outstanding -          
Basic   

28,472,639

    28,361,201 
Diluted   

28,967,144

    29,029,157 

 

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

 

5

 

 

Greystone Logistics, Inc. and Subsidiaries

Consolidated Statements of Changes in Equity

For the Nine Months Ended February 28, 2022 and 2021

(Unaudited)

 

                                     
   Preferred Stock   Common Stock  

Additional

Paid-in		   Accumulated   Total Greystone Stockholders’   Non-controlling   Total 
   Shares   Amount   Shares   Amount   Capital   Deficit   Equity   Interest   Equity 
Balances, May 31, 2020   50,000   $5    28,361,201   $2,836   $53,790,764   $(46,807,092)  $6,986,513   $1,173,020   $8,159,533 
Cash distributions   -    -    -    -    -    -    -    (52,200)   (52,200)
Preferred dividends, $1.64/share   -    -    -    -    -    (81,918)   (81,918)   -    (81,918)
Net income   -    -    -    -    -    942,119    942,119    67,039    1,009,158 
Balances, August 31, 2020   50,000    5    28,361,201    2,836    53,790,764    (45,946,891)   7,846,714    1,187,859    9,034,573 
Cash distributions   -    -    -    -    -    -    -    (52,200)   (52,200)
Preferred dividends, $1.64/share   -    -    -    -    -    (81,918)   (81,918)   -    (81,918)
Net income   -    -    -    -    -    955,098    955,098    67,975    1,023,073 
Balances, November 30, 2020   50,000    5    28,361,201    2,836    53,790,764    (45,073,711)   8,719,894    1,203,634    9,923,528 
Cash distributions   -    -    -    -    -    -    -    (52,200)   (52,200)
Preferred dividends, $1.64/share   -    -    -    -    -    (80,137)   (80,137)   -    (80,137)
Net income   -    -    -    -    -    713,593    713,593    68,904    782,497 
Balances, February 28, 2021   50,000   $5    28,361,201   $2,836   $53,790,764   $(44,440,255)  $9,353,350   $1,220,338   $10,573,688 
                                              
Balances, May 31, 2021   50,000   $5    28,361,201   $2,836   $53,790,764   $(43,776,927)  $10,016,678   $1,236,362   $11,253,040 
Stock options exercised   -    -    200,000    20    23,980    -    24,000    -    24,000 
Cash distributions   -    -    -    -    -    -    -    (52,200)   (52,200)
Preferred dividends, $1.64/share   -    -    -    -    -    (81,918)   (81,918)   -    (81,918)
Net income   -    -    -    -    -    3,052,839    3,052,839    69,619    3,122,458 
Balances, August 31, 2021   50,000    5    28,561,201    2,856    53,814,744    (40,806,006)   13,011,599    1,253,781    14,265,380 
Preferred dividends, $1.62/share   -    -    -    -    -    (81,027)   (81,027)   -    (81,027)
Net income (loss)   -    -    -    -    -    (297,817)   (297,817)   68,332    (229,485)
Balances, November 30, 2021   50,000    5    28,561,201    2,856    53,814,744    (41,184,850)   12,632,755    1,322,113    13,954,868 
Common stock purchase             (281,500)   (28)   (281,472)   -    (281,500)   -    (281,500)
Cash distributions   -    -    -    -    -    -    -    (80,000)   (80,000)
Preferred dividends, $1.64/share   -    -    -    -    -    (80,137)   (80,137)   -    (80,137)
Net income   -    -    -    -    -    532,595    532,595    70,649    603,244 
Balances, February 28, 2022   50,000    5    28,279,701   $2,828   $53,533,272   $(40,732,392)  $12,803,713   $1,312,762   $14,116,475 

 

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

 

6

 

 

Greystone Logistics, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

For the Nine Months Ended February 28,

(Unaudited)

 

   2022   2021 
Cash Flows from Operating Activities:          
Net income  $3,496,217   $2,814,728 
Adjustments to reconcile net income to net cash provided by operating activities -          
Depreciation and amortization   4,015,292    4,400,422 
Forgiveness of debt   (3,068,497)   - 
Gain on sale of assets   (22,336)   - 
Deferred tax expense   99,000    1,257,000 
Decrease (increase) in trade accounts receivable   (999,470)   2,290,113 
Decrease (increase) in related party receivables   41,376   (23,889)
Decrease (increase) in inventory   (846,041)   752,526 
Increase in prepaid expenses   (577,297)   (53,564)
Increase in accounts payable and accrued liabilities   3,258,539    39,602 
Increase (decrease) in deferred revenue   3,787,750    (2,911,800)
Net cash provided by operating activities   9,184,533    8,565,138 
           
Cash Flows from Investing Activities:          
Purchase of property and equipment   (4,875,530)   (2,252,271)
Proceeds from sale of assets   50,000    - 
Net cash used in investing activities   (4,825,530)   (2,252,271)
           
Cash Flows from Financing Activities:          
Proceeds from long-term debt   837,000    - 
Payments on long-term debt and financing leases   (4,390,444)   (3,631,852)
Payments on related party note payable and financing lease   (353,523)   (885,206)
Proceeds from revolving loan   3,700,000    1,250,000 
Payments on revolving loan   -    (3,190,003)
Proceeds from stock options exercised   24,000    - 
Purchase of treasury stock   

(281,500

)   - 
Payments for debt issuance costs   (4,752)   - 
Dividends paid on preferred stock   (162,945)   (247,946)
Distributions paid by non-controlling interest   (132,200)   (156,600)
Net cash used in financing activities   (764,364)   (6,861,607)
Net Increase (Decrease) in Cash   3,594,639    (548,740)
Cash, beginning of period   4,387,533    1,131,850 
Cash, end of period  $7,982,172   $583,110 
Non-cash Activities:          
Acquisition of equipment through financing lease  $24,441   $- 
Capital expenditures in accounts payable  $255,062   $48,379 
Equipment transferred from inventory  $-   $26,750 
Preferred dividend accrual  $80,137   $80,137 
Supplemental information:          
Interest paid  $627,555   $897,045 
Income taxes paid  $1,015,000   $- 

 

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

 

7

 

 

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 February 28, 2022, the results of its operations for the nine months and three months ended February 28, 2022 and 2021 and its cash flows for the nine months ended February 28, 2022 and 2021. 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, 2021 and the notes thereto included in the Form 10-K for such period. The results of operations for the nine months and three months ended February 28, 2022 and 2021 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 (loss) 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 three months ended February 28, 2022 and 2021, are as follows:

 

   2022  2021
           
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. 

 

8

 

 

For the nine months ended February 28, 2022 and 2021:

   2022  2021
Basic earnings per share of common stock:          
Numerator -          
Net income attributable to common stockholders  $3,044,535   $2,366,837 
Denominator -          
Weighted-average shares outstanding - basic   28,472,256    28,361,201 
Income per share of common stock - basic  $0.11   $0.08 
           
Diluted earnings per share of common stock:          
Numerator -          
Net income attributable to common stockholders  $3,044,535   $2,366,837 
Add: Preferred stock dividends for assumed conversion   243,082    243,973 
Net income allocated to common stockholders  $3,287,617   $2,610,810 
Denominator -          
Weighted-average shares outstanding – basic   28,472,256    28,361,201 
Incremental shares from assumed conversion of options, warrants and preferred stock, as appropriate   3,828,828    4,001,811 
Weighted average common stock outstanding – diluted   

32,301,084

    32,363,012 
Income per share of common stock – diluted  $0.10   $0.08 

 

For the three months ended February 28, 2022 and 2021:

 

   2022  2021
Basic earnings per share of common stock:          
Numerator -          
Net income attributable to common stockholders  $452,458   $633,456 
Denominator -          
Weighted-average shares outstanding – basic   

28,472,639

    28,361,201 
Income per share of common stock – basic  $0.02   $0.02 
           
Diluted earnings per share of common stock:          
Numerator -          
Net income attributable to common stockholders  $452,458   $633,456 
Denominator -          
Weighted-average shares outstanding - basic   

28,472,639

    28,361,201 
Incremental shares from assumed conversion of warrants or options, as appropriate   

494,505

    667,956 
Weighted average common stock outstanding - diluted   

28,967,144

    29,029,157 
Income (loss) per share of common stock – diluted  $0.02   $0.02 

 

9

 

 

Note 3. Inventory

 

Inventory consists of the following:

 

   February 28,  May 31,
   2022  2021
Raw materials  $2,054,525   $2,520,654 
Finished goods   2,233,490    921,320 
Total inventory  $4,288,015   $3,441,974 

 

Note 4. Property, Plant and Equipment

 

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

 

  

February 28,

2022

 

May 31,

2021

Production machinery and equipment  $56,215,850   $52,292,733 
Plant buildings and land   7,020,542    6,970,949 
Leasehold improvements   1,487,398    1,487,398 
Furniture and fixtures   542,057    550,337 
Property plant and equipment gross   65,265,847    61,301,417 
           
Less: Accumulated depreciation and amortization   (33,166,171)   (30,302,429)
           
Net Property, Plant and Equipment  $32,099,676   $30,998,988 

 

Production machinery includes deposits on equipment in the amount of $2,977,230 at February 28, 2022, which has not been placed into service. Plant buildings and land include two properties which are owned by GRE, a variable interest entity (“VIE”) and have an aggregate net book value of $2,577,901 as of February 28, 2022.

 

Depreciation expense, including amortization expense related to financing leases, for the nine months ended February 28, 2022 and 2021 was $4,011,025 and $4,397,890, 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 President and CEO, 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 $1,072,500 for the each of the nine months ended February 28, 2022 and 2021.

 

Greystone paid Yorktown office rents totaling $38,400 and $36,000 during the nine months ended February 28, 2022 and 2021, respectively. Greystone prepaid $99,710 to Yorktown as a prepayment for lease rentals and rents on office space in consideration for a 50% reduction on office rent on the last scheduled payment under the office lease.

 

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 may purchase pallets from TriEnda for resale or sell Greystone pallets to TriEnda. During the nine months ended February 28, 2022 and 2021, Greystone purchases from TriEnda totaled $4,222 and $52,356, respectively, and sales to TriEnda totaled $62,089 and $54,871, respectively. As of February 28, 2022, TriEnda owed $88,204 to Greystone.

 

10

 

 

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 $348,330 and $343,350 for the nine months ended February 28, 2022 and 2021, respectively. The account receivable due from Green as of February 28, 2022 was $23,970.

 

Note 6. Long-term Debt

 

Debt as of February 28, 2022 and May 31, 2021 is as follows:

 

   February 28,  May 31,
   2022  2021
Other   120,648    147,914 
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  $973,767   $1,623,572 
           
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   703,855    905,822 
           
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   -    487,390 
           
Term loan E payable to International Bank of Commerce, prime rate of interest plus 0.5% but not less than 4.75%, maturing February 28, 2023   253,181    447,551 
           
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   1,476,551    2,035,670 
           
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   -    789,926 
           
Revolving loan payable to International Bank of Commerce, prime rate of interest plus 0.5% but not less than 5.5%, due January 31, 2024   3,700,000    - 
           
Paycheck Protection Program note, interest rate of 1.0%, debt forgiven June 2021   -    3,034,000 
           
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   1,883,218    2,049,941 
           
Term note payable to Great Western Bank, interest rate of 3.7%, monthly principal and interest payments of $27,593, due March 19, 2025, secured by certain equipment   962,651    1,180,470 
           
Term loan payable to Great Western Bank, interest rate of 3.5%, monthly principal and interest payments of $5,997, due August 10, 2028, secured by certain real estate   814,758    - 
           
Note payable to Robert Rosene, 7.5% interest, due January 15, 2024   3,357,143    3,536,112 
           
Other   120,648    147,914 
Total long-term debt   14,245,772    16,238,368 
Debt issuance costs, net of amortization   (31,211)   (30,726)
Total debt, net of debt issuance costs   14,214,561    16,207,642 
Less: Current portion of long-term debt   (2,818,321)   (3,236,113)
Long-term debt, net of current portion  $11,396,240   $12,971,529 

 

11

 

 

The prime rate of interest as of February 28, 2022, was 3.25%. Subsequent to February 28, 2022, the prime rate of interest was increased to 3.50% on March 17, 2022.

 

Debt issuance costs consists of the amounts paid to third parties in connection with the issuance and modification of debt instruments. These costs are shown on the consolidated balance sheet as a direct reduction to the related debt instrument. Amortization of these costs is included in interest expense. Greystone recorded amortization of debt issuance costs of $4,267 and $2,532 for the nine months ended February 28, 2022 and 2021, respectively.

 

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.

 

The IBC term loans make equal monthly payments of principal and interest in such amounts sufficient to amortize the principal balance of the loans over the remaining lives. The monthly payments of principal and interest on the IBC term loans may vary due to changes in the prime rate of interest. Currently, the aggregate payments for the IBC term loans are approximately $194,000 per month.

 

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, as defined in the IBC Loan Agreement, 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, 2024. 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. Greystone’s available revolving loan borrowing capacity was $300,000 as of February 28, 2022.

 

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.

 

12

 

 

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”) subsequently amended and restated as of January 7, 2016, reducing the maximum aggregate guaranty limit to $3,500,000 if Greystone maintained a Debt Coverage Ratio of at least 1.35:1.00 for a period of six consecutive quarters. Greystone has maintained a ratio of at least 1.35:1.00 for the specified time and has notified IBC accordingly. 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 herein.

 

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.

 

Loan Agreement with Great Western Bank

 

On August 23, 2021, Greystone entered into a loan agreement with Great Western Bank (“Western Loan Agreement”) to include prior commercial loans and subsequent loans. GSM is a named guarantor under the Western Loan Agreement.

 

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

 

The Western Loan Agreement is secured by a mortgage on two of Greystone’s warehouses.

 

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, 2024. 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 as of February 28, 2022 was $3,357,143.

 

13

 

 

Maturities

 

Maturities of Greystone’s long-term debt for the five years subsequent to February 28, 2022, are $2,818,321, $10,172,715, $545,176, $79,502 and $50,430 with $579,628 thereafter.

 

Note 7. Leases

 

Financing Leases

 

Financing leases as of February 28, 2022 and May 31, 2021:

 

   February 28, 2022  May 31, 2021
Non-cancellable financing leases  $2,370,077   $3,594,007 
Less: Current portion   (1,592,166)   (1,745,535)
Non-cancellable financing leases, net of current portion  $777,911   $1,848,472 

 

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 an effective 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 $130,000. The rent payments can vary each month depending on the quantity of pallets produced from each machine. 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 $8,473,357 as of February 28, 2022. Amortization of the carrying amount of $721,923 and $758,902 was included in depreciation expense for the nine months ended February 28, 2022 and 2021, respectively.

 

14

 

 

Operating Leases

 

Greystone recognized 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 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 statements of income. Variable and short-term rental payments are recognized as costs and expenses as they are incurred.

 

Greystone has two non-cancellable operating leases for equipment with a fifty-two month term and a forty-eight month term and a discount rate of 5.40%. The leases are single-term with constant monthly rental rates.

 

Lease Summary Information

 

For the periods ending February 28, 2022 and 2021:

 

   2022  2021
Lease Expense          
Financing lease expense -          
Amortization of right-of-use assets  $721,923   $758,902 
Interest on lease liabilities   119,000    218,088 
Operating lease expense   53,411    61,411 
Short-term lease expense   1,101,133    1,117,628 
Total  $1,995,467   $2,156,029 
           
Other Information          
Cash paid for amounts included in the measurement of lease liabilities for finance leases -          
Operating cash flows  $119,000   $218,088 
Financing cash flows  $1,248,371   $1,407,081 
Cash paid for amounts included in the measurement of lease liabilities for operating leases -          
Operating cash flows  $53,411   $61,411 
Weighted-average remaining lease term (in years) -          
Financing leases   1.5    2.8 
Operating leases   1.9    2.2 
Weighted-average discount rate -          
Financing leases   7.3%   7.4%
Operating leases   5.4%   5.2%

 

Future minimum lease payments under non-cancelable leases as of February 28, 2022, are approximately:

 

   Financing
Leases		   Operating
Leases		 
Twelve months ended February 28, 2023  $1,709,132   $33,881 
Twelve months ended February 29, 2024   771,741    24,550 
Twelve months ended February 28, 2025   22,479    7,468 
Twelve months ended February 28, 2026   7,807    - 
Twelve months ended February 28, 2027   502    - 
Total future minimum lease payments   2,511,661    65,899 
Present value discount   141,584    3,657 
Present value of minimum lease payments  $2,370,077   $62,242 

 

15

 

 

Note 8. Deferred Revenue

 

Advances from a customer pursuant to a contract for the sale of plastic pallets is recognized as deferred revenue. Revenue related to these advances  is recognized by Greystone as pallets are shipped to the customer which totaled $9,772,750 and $4,291,800 during the nine months ended February 28, 2022 and 2021, respectively. Customer advances received during the nine months ended February 28, 2022 and 2021 were $13,560,500 and $1,380,000, respectively. The unrecognized balance of deferred revenue as of February 28, 2022 and May 31, 2021, was $10,218,357 and $6,430,607, 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.

 

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 1.6% and 0.8% of sales during the nine months ended February 28, 2022 and 2021, 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 nine months ended February 28, 2022 and 2021, respectively, were as follows:

 

Category  2022   2021 
End User Customers   74%   85%
Distributors   26%   15%

 

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.

 

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Note 11. Concentrations, Risks and Uncertainties

 

Greystone derived approximately 75% and 85% of its total sales from three customers (four customers in the prior period) during the nine months ended February 28, 2022 and 2021, 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 $313,050 and $524,321 in fiscal years 2022 and 2021, respectively, were 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 February 28, 2022, Greystone is indebted to Mr. Rosene in the amount of $3,357,143 for a note payable due January 15, 2024. There is no assurance that Mr. Rosene will renew the note as of the maturity date.

 

COVID-19 Risks. The impact of COVID-19 and the related variants 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. The major issue that Greystone has incurred is maintaining adequate work force to meet demand for pallets. The virus has impacted the overall workforce in our operating area as well as Greystone’s workforce due to employees electing to stay at home for protection from COVID-19 and reductions of recruitment of new employees. Management is unable to predict the stability of its workforce due to the uncertainty created as long as the virus or variants thereof continue to stay active.

 

Greystone is subject to litigation, claims and other commitments and contingencies arising in the ordinary course of business. Although the asserted value of these matters may be significant, the company currently does not expect that the ultimate resolution of any open matters will have a material adverse effect on its consolidated financial position or results of operations.

 

Note 12. Commitments

 

As of February 28, 2022, Greystone had commitments totaling $5,308,262 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 the variable interest entity, Greystone Real Estate, L.L.C. (“GRE”). All material intercompany accounts and transactions have been eliminated.

 

References to fiscal year 2022 refer to the nine months and three months ended February 28, 2022. References to fiscal year 2021 refer to the nine months and three months ended February 28, 2021.

 

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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 had full-time-equivalents of approximately 239 and 260 full-time employees and 80 and 61 temporary employees as of February 28, 2022 and 2021, respectively. Full-time equivalent is a measure based on time worked.

 

Nine Months Ended February 28, 2022 Compared to Nine Months Ended February 28, 2021

 

Sales

 

Sales for fiscal year 2022 were $53,069,648 compared to $47,602,690 in fiscal year 2021 for an increase of $5,466,958, or 11.5%. Average pallet pricing from fiscal year 2021 to fiscal year 2022 is the principal contributing factor to the increase sales in fiscal year 2022. As noted herein, the number of major customers decreased from four to three as one customer’s demand for pallets was completed in fiscal year 2021. However, this deficiency was offset by a substantial increase in pallet sales to distributors in fiscal year 2022.

 

Greystone had three customers (four in fiscal year 2021) which accounted for approximately 75% and 86% of sales in fiscal years 2022 and 2021, 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 2022 was $47,914,061, or 90% of sales, compared to $38,986,912, or 82% of sales, in fiscal year 2021. The increase in cost of sales to sales in fiscal year 2022 was the result of several factors, including cost of raw materials resulting from inflationary increases in prices that were occurring faster that Greystone’s ability to compensate, a shortage of personnel and machine downtime during the first two quarters of fiscal year 2022 resulting in increased production costs per pallet due to Greystone’s relatively inflexible cost structure, and increased wages. To achieve a reduction in the cost of raw material, Greystone has ordered a new shredder and pelletizing system to increase the in-house capability to process unrefined recycled plastic which are expected to be operational about December 2022.

 

Selling, General and Administrative Expenses

 

Selling, general and administrative expenses were $4,033,483 in fiscal year 2022 compared to $3,639,883 in fiscal year 2021 for an increase of $393,600. Legal expenses of approximately $475,000 resulting from arbitration proceedings initiated by iGPS Logistics, LLC, were the primary factor for the increased costs during fiscal year 2022. In January 2022, Greystone and iGPS entered into an agreement to terminate the arbitration proceedings without any monetary settlement.

 

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Other Income (Expenses)

 

A gain was recognized in fiscal year 2022 from the forgiveness of the PPP loan and accrued interest in the amount of $3,068,497. Other income in fiscal year 2022 was $35,731 which included a gain of $22,336 from the sale of equipment and $13,395 from sales of scrap material while fiscal year 2021was from sales of scrap material in the amount of $19,122.

 

Interest expense was $631,115 in fiscal year 2022 compared to $923,289 in fiscal year 2021 for a decrease of $292,174. Principal reductions in debt and financing lease obligations were the primary reason for the decline.

 

Provision for Income Taxes

 

The provision for income taxes was $99,000 and $1,257,000 in fiscal years 2022 and 2021, respectively. The effective tax rate differs from federal statutory rates principally due to state income taxes, charges or income which have no tax benefit or expense, changes in the valuation allowance, and the basis that net income from GRE is not taxable at the corporate level because GRE is a limited liability company of which Greystone has no equity ownership.

 

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 $3,496,217 in fiscal year 2022 compared to $2,814,728 in fiscal year 2021 primarily for the reasons discussed above.

 

Net Income Attributable to Common Stockholders

 

The net income attributable to common stockholders (net income less preferred dividends and GRE’s net income) for fiscal year 2022 was $3,044,535, or $0.11 per share, compared $2,366,837, or $0.08 per share, in fiscal year 2021 primarily for the reasons discussed above.

 

Three Months Ended February 28, 2022 Compared to Three Months Ended February 28, 2021

 

Sales

 

Sales for fiscal year 2022 were $22,450,682 compared to $14,511,196 in fiscal year 2021 for an increase of $7,939,486, or 54.7%. The number of pallets sold in fiscal year 2022 reflected a 34% increase over fiscal year 2021. Factors affecting the increase in sales during fiscal year 2022 include a substantial contract from a major retailer, the return business from a customer in the beer industry, and an approximately 91% increase in sales to distributors. Customer changes that occurred was the number of major customers decreasing from four to three as one customer’s demand for pallets was completed in fiscal year 2021.

 

Greystone had three customers (four in fiscal year 2021) which accounted for approximately 78% and 82% of sales in fiscal years 2022 and 2021, 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.

 

19

 

 

Cost of Sales

 

Cost of sales in fiscal year 2022 was $19,734,155, or 88% of sales, compared to $11,954,222, or 82% of sales, in fiscal year 2021. The increase in cost of sales to sales in fiscal year 2022 over fiscal year 2021 was the result of various factors, including cost of raw materials from inflationary increases in prices that were occurring faster that Greystone’s ability to compensate and increased wages. To achieve a reduction in the cost of raw material, Greystone has ordered a new shredder and pelletizing system to increase the in-house capability to process unrefined recycled plastic which are expected to be operational about December 2022.

 

Selling, General and Administrative Expenses

 

Selling, general and administrative expenses were $1,680,979 in fiscal year 2022 compared to $1,168,426 in fiscal year 2021 for an increase of $512,553. Legal expenses of approximately $291,000 resulting from arbitration proceedings initiated by iGPS Logistics, LLC, were a primary factor for the increased costs during fiscal year 2022. In January 2022, Greystone and iGPS entered into an agreement to terminate the arbitration proceedings without any monetary settlement. Additionally, compensation bonuses paid during fiscal year 2022 contributed to the increase.

 

Other Income (Expenses)

 

Other income from sales of scrap material was $3,688 in fiscal year 2022 compared to $10,178 in fiscal year 2021.

 

Interest expense was $201,922 in fiscal year 2022 compared to $270,229 in fiscal year 2021 for a decrease of $68,237. The decrease from fiscal year 2021 to fiscal year 2022 was primarily due to the decrease in the principal balances for debt and financing lease obligations.

 

Provision for Income Taxes

 

The provision for income taxes was $234,000 and $346,000 in fiscal years 2022 and 2021, respectively. The effective tax rate differs from federal statutory rates due principally to state income taxes, charges or income which have no tax benefit or expense, changes in the valuation allowance, and the basis that the net income from GRE is not taxable at the corporate level because GRE is a limited liability company of which Greystone has no equity ownership.

 

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 $603,244 in fiscal year 2022 compared to $782,497 in fiscal year 2021 primarily for the reasons discussed above.

 

Net Income Attributable to Common Stockholders

 

The net income attributable to common stockholders (net income less preferred dividends and GRE’s net income) for fiscal year 2022 was $452,458, or $0.02 per share, compared $633,456, or $0.02 per share, in fiscal year 2021 primarily for the reasons discussed above.

 

20

 

 

Liquidity and Capital Resources

 

A summary of cash flows for the nine months ended February 28, 2022, is as follows:

 

Cash provided by operating activities  $9,184,533 
      
Cash used in investing activities  $(4,825,530)
      
Cash used in financing activities  $(764,364)

 

The contractual obligations of Greystone are as follows:

 

   Total  

Less than

1 year

   1-3 years   4-5 years   Thereafter 
Long-term debt  $14,245,772   $2,818,321   $10,717,891   $129,932   $579,628 
Financing lease rents  $2,511,661   $1,709,132   $794,220   $8,309   $- 
Operating lease rents  $65,899   $33,881   $24,550   $7,468   $- 
Commitments  $5,308,262   $5,308,262   $-   $-   $- 

 

Greystone had a working capital deficit of $(3,904,765) as of February 28, 2022. To provide for the funding to meet Greystone’s operating activities and contractual obligations as of February 28, 2022, 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.

 

Greystone issued purchase orders in January 2022 for equipment including two injection molding machines and one pelletizing system for about $5.5 million to increase its pallet production capacities. Because of the significant decrease in debt and financial lease balances through February 28, 2022, management believes funding will be achieved through financial institutions.

 

A substantial amount of the Greystone’s debt financing has resulted primarily from bank notes which are guaranteed by certain officers and directors of Greystone and 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.

 

21

 

 

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, timing of manufacturing enhancements, 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, 2021, which was filed on August 20, 2021. 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, 2021, 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 February 28, 2022.

 

During the three months ended February 28, 2022, 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.

 

22

 

 

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.
     
  31.1 Certification 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).
     
  31.2 Certification 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).
     
  32.1 Certification 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).
     
  32.2 Certification 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).
     
  101 Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Consolidated Balance Sheets at February 28, 2022 and May 31, 2021, (ii) the Consolidated Statements of Income for the nine months and three months ended February 28, 2022 and 2021, (iii) the Consolidated Statements of Changes in Equity for the nine months ended February 28, 2022 and 2021, (iv) the Consolidated Statements of Cash Flows for the nine months ended February 28, 2022 and 2021, and (v) the Notes to the Consolidated Financial Statements (submitted herewith).

 

23

 

 

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: April 14, 2022 /s/ Warren F. Kruger
  Warren F. Kruger, President and Chief
  Executive Officer (Principal Executive Officer)
   
   
Date: April 14, 2022 /s/ William W. Rahhal
  William W. Rahhal, Chief Financial Officer
  (Principal Financial Officer and Principal
Accounting Officer)

 

24

 

 

Index to Exhibits

 

The following exhibits are filed or furnished as part of this Quarterly Report on Form 10-Q.
   
31.1 Certification 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).
   
31.2 Certification 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).
   
32.1 Certification 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).
   
32.2 Certification 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).
   
 101 Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Consolidated Balance Sheets at February 28, 2022 and May 31, 2021, (ii) the Consolidated Statements of Income for nine months and three months ended February 28, 2022 and 2021, (iii) the Consolidated Statements of Changes in Equity for the nine months ended February 28, 2022 and 2021, (iv) the Consolidated Statements of Cash Flows for the nine months ended February 28, 2022 and 2021, and (v) the Notes to the Consolidated Financial Statements (submitted herewith).

 

25

 

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