GLGI Greystone Logistics Inc (QB)

GREYSTONE LOGISTICS, INC.

FORM 10-Q

For the Period Ended August 31, 2023

 

		Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
	Consolidated Balance Sheets (Unaudited) As of August 31, 2023 and May 31, 2023	1
	Consolidated Statements of Income (Unaudited) For the Three Months Ended August 31, 2023 and 2022	2
	Consolidated Statements of Changes in Equity (Unaudited) For the Three Months Ended August 31, 2023 and 2022	3
	Consolidated Statements of Cash Flows (Unaudited) For the Three Months Ended August 31, 2023 and 2022	4
	Notes to Consolidated Financial Statements (Unaudited)	5
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	18
Item 4.	Controls and Procedures	18
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	18
Item 1A.	Risk Factors	18
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	19
Item 3.	Defaults Upon Senior Securities	19
Item 4.	Mine Safety Disclosures	19
Item 5.	Other Information	19
Item 6.	Exhibits	19
SIGNATURES		20

 

 

PART I. FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

Greystone Logistics, Inc.

Consolidated Balance Sheets

(Unaudited)

 

 

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

 

 

Greystone Logistics, Inc. and Subsidiaries

Consolidated Statements of Income

For the Three Months Ended August 31, 2023 and 2022

(Unaudited)

 

 

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

 

 

Greystone Logistics, Inc. and Subsidiaries

Consolidated Statements of Changes in Equity

For the Three Months Ended August 31, 2023 and 2022

(Unaudited)

 

 

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

 

 

Greystone Logistics, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
For the Three Months Ended August 31, 2023 and 2022
(Unaudited)

 

 

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

 

 

Greystone Logistics, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)

 

Note 1.

Basis of Financial Statements

 

In the opinion of Greystone Logistics, Inc. (“Greystone” or the “Company”), the accompanying unaudited consolidated financial statements contain all adjustments and reclassifications, which are of a normal recurring nature, necessary to present fairly its financial position as of August 31, 2023, and the results of its operations and cash flows for the three months ended August 31, 2023 and 2022. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of and for the fiscal year ended May 31, 2023, and the notes thereto included in Greystone’s Annual Report on Form 10-K for such period, as filed with the Securities and Exchange Commission. The results of operations for the three months ended August 31, 2023 and 2022 are not necessarily indicative of the results to be expected for the full fiscal year.

 

The unaudited 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”) for the period from June 1, 2022, through July 29, 2022. All material intercompany accounts and transactions have been eliminated in the unaudited consolidated financial statements.

 

GRE owns two buildings located in Bettendorf, IA, which are occupied by Greystone. GRE is wholly owned by Robert B. Rosene, Jr., a member of Greystone's Board of Directors. Effective July 29, 2022, GRE paid off its mortgage note payable, and in conjunction with the Company's refinancing described in Note 6, GRE was removed from the cross-collateralization agreement. Following these transactions Greystone was no longer determined to be the primary beneficiary of GRE. Accordingly, GRE was deconsolidated from the Greystone consolidated financial statements as of July 29, 2022, resulting in the recognition of a gain in the amount of $569,997. Subsequent to the deconsolidation, the Company entered into a new lease agreement with GRE and recorded right-of-use assets and liabilities for the new lease. See Note 7.

 

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.

 

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The following tables set forth the computation of basic and diluted earnings per share for the three months ended August 31, 2023 and 2022:

 

		2023				2022
Basic earnings per share of common stock:
Numerator -
Net income attributable to common stockholders		$	1,598,020			$	1,214,724
Denominator -
Weighted-average shares outstanding - basic			28,279,701				28,279,701
Income per share of common stock - basic		$	0.06			$	0.04
Diluted earnings per share of common stock:
Numerator -
Net income attributable to common stockholders		$	1,598,020			$	1,214,724
Add: Preferred stock dividends for assumed conversion			146,199				109,418
Net income allocated to common stockholders		$	1,744,219			$	1,324,142
Denominator -
Weighted-average shares outstanding - basic			28,279,701				28,279,701
Incremental shares from assumed conversion of options, warrants and preferred stock, as appropriate			3,828,053				3,826,754
Weighted average common stock outstanding - diluted			32,107,754				32,106,455
Income per share of common stock - diluted		$	0.05			$	0.04

 

Note 3.

Inventory

 

Inventory consisted of the following:

 

		August 31,				May 31,
		2023				2023
Raw materials		$	2,830,133			$	2,299,911
Finished goods			2,477,673				2,184,195
Total inventory		$	5,307,806			$	4,484,106

 

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Note 4.

Property, Plant and Equipment

 

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

 

		August 31, 2023				May 31, 2023
Production machinery and equipment		$	66,846,425			$	66,068,625
Plant buildings and land			2,364,089				2,364,089
Leasehold improvements			1,598,738				1,553,138
Furniture and fixtures			542,057				542,057
			71,351,309				70,527,909
Less: Accumulated depreciation and amortization			(38,738,203	)			(37,343,203	)
Net Property, Plant and Equipment		$	32,613,106			$	33,184,706

 

Production machinery includes deposits on equipment in the amount of $520,071 as of August 31, 2023, which has not been placed into service.

 

Depreciation expense, including amortization expense related to financing leases, for the three months ended August 31, 2023 and 2022 was $1,395,000 and $1,369,312, respectively.

 

Note 5.

Related Party Transactions/Activity

 

Yorktown Management & Financial Services, LLC

Yorktown Management & Financial Services, LLC (“Yorktown”), an entity wholly owned by Warren F. Kruger, Greystone’s CEO, President, Chairman of the Board and a significant stockholder of Greystone, owns and rents to Greystone (1) grinding equipment used to grind raw materials for Greystone’s pallet production and (2) extruders for pelletizing recycled plastic into pellets for resale and for use as raw material in the manufacture of pallets. GSM pays weekly rental fees to Yorktown of $27,500 for use of Yorktown’s grinding equipment and pelletizing equipment. Rental fees were $357,500 for each of the three months ended August 31, 2023 and 2022.

 

Greystone leases office space from Yorktown at a monthly rental of $5,200 per month which increased to $6,250 per month effective July 1, 2023, with the intent of Greystone and Yorktown finalizing a new lease agreement, subject to the Board of Directors approval. Total rent expenses were $17,700 and $15,600 for the three months ended August 31, 2023 and 2022, respectively.

 

Greystone Real Estate, L.L.C. (GRE)

GRE owns two primary manufacturing facilities occupied by Greystone and is wholly owned by Robert B. Rosene, Jr., a member of Greystone’s Board of Directors. Effective August 1, 2022, Greystone and GRE entered into a non-cancellable ten-year lease agreement with a five-year extension for the use of these manufacturing facilities at the initial rate of $44,500 per month, increasing 5.00% per month every fifth year. During the three months ended August 31, 2023 and 2022, rent payments to GRE totaled $133,500 and $44,500, respectively.

 

TriEnda Holdings, L.L.C.

TriEnda Holdings, L.L.C. (“TriEnda”) is a manufacturer of plastic pallets, protective packaging and dunnage utilizing thermoform processing for which Mr. Kruger, Greystone’s President, CEO, Chairman of the Board and a significant stockholder of Greystone, 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 three months ended August 31, 2023 and 2022, Greystone sales to TriEnda totaled $51,195 and $5,689, respectively. As of August 31, 2023, TriEnda owed $14,863 to Greystone.

 

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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, CEO, Chairman of the Board and a significant stockholder of Greystone. Greystone had sales to Green of $52,020 and $180,540 for the three months ended August 31, 2023 and 2022, respectively. The account receivable due from Green as of August 31, 2023 was $53,530.

Note 6.

Long-term Debt

 

Debt as of August 31, 2023 and May 31, 2023 was as follows:

 

		August 31,				May 31,
		2023				2023
Term loans dated July 29, 2022, payable to International Bank of Commerce, prime rate of interest plus 0.5% but not less than 4.50%, maturing July 29, 2027		$	13,894,957			$	14,334,736
Revolving loan payable to International Bank of Commerce, prime rate of interest plus 0.5% but not less than 4.50%, due July 29, 2024			-				1,500,000
Term loan payable to First Interstate Bank, interest rate of 3.70%, monthly principal and interest payments of $27,593, due March 19, 2025, secured by certain equipment			508,054				585,536
Term loan payable to First Interstate Bank, interest rate of 3.50%, monthly principal and interest payments of $5,997, due August 10, 2028, secured by certain real estate			748,410				759,639
Other			63,659				73,368
Total long-term debt			15,215,080				17,253,279
Debt issuance costs, net of amortization			(95,647	)			(84,022	)
Total debt, net of debt issuance costs			15,119,433				17,169,257
Less: Current portion of long-term debt			(2,260,829	)			(2,249,570	)
Long-term debt, net of current portion		$	12,858,604			$	14,919,687

 

The prime rate of interest as of August 31, 2023, was 8.50%.

 

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 sheets 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 $1,460 and $1,459 for the three months ended August 31, 2023 and 2022, respectively.

 

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Restated and Amended Loan Agreement between Greystone and IBC

On July 29, 2022, Greystone and GSM (each a “Borrower” and together, the “Borrowers”) entered into an Amended and Restated Loan Agreement (“IBC Restated Loan Agreement”) with International Bank of Commerce (“IBC”) that provided for the consolidation of certain term loans and a renewed revolver loan.

 

The IBC term loans require 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. As of August 31, 2023, the aggregate payments for the IBC term loans are approximately $254,000 per month.

 

The IBC Restated Loan Agreement, dated July 29, 2022, as amended, provided for IBC to make certain term loans to Greystone to consolidate all existing term loans in the aggregate amount of approximately $2,700,000 and additional funding in the approximate amount of $13,200,000 for the purchase of equipment and renewal of the revolving loan with an increase of $2,000,000 to an aggregate principal amount of $6,000,000 (the “Revolving Loan”), subject to borrowing base limitations. As of August 31, 2023, Greystone’s available revolving loan borrowing capacity was approximately $4,100,000.

 

The IBC Restated Loan Agreement includes customary events of default, including events of default relating to non-payment of principal and other amounts owing under the IBC Restated 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 Restated Loan Agreement or the related loan documents. In addition, without prior written consent, Greystone shall not declare or pay any dividends, redemptions, distributions and withdrawals with respect to its equity interest other than distributions to holders of its preferred stock in the aggregate of $500,000 in any fiscal year. Among other things, a default under the IBC Restated Loan Agreement would permit IBC to cease lending funds under the IBC Restated Loan Agreement and require immediate repayment of any outstanding notes with interest and any unpaid accrued fees.

 

The IBC Restated Loan Agreement is secured by a lien on substantially all assets of the Borrowers. Warren F. Kruger, the Company’s President, CEO and Chairman of the Board and a significant stockholder of Greystone, and Robert B. Rosene, Jr., a member of the Company’s Board of Directors, have provided limited guaranties of the Borrowers’ obligations under the IBC Restated Loan Agreement. Mr. Kruger’s guarantee is limited to 32.4% of all debt obligations to IBC. Mr. Rosene’s limited guaranty is the lesser of (i) $3,500,000 less all amounts paid on the principal amount of the loans after the date of the agreement excluding payments on the revolver and (ii) the amount owed to IBC of the loans outstanding from time to time including accrued interest and fees.

 

Loan Agreement with First Interstate Bank, formerly Great Western Bank

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

 

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The FIB Loan Agreement includes customary representations and warranties and affirmative and negative covenants which include (i) requiring the Borrowers to maintain a debt service coverage ratio of 1:25 to 1:00 as of the end of each fiscal year end and debt to tangible net worth ratio of 4:00 to 1:00 as of the end of each fiscal year end with a decrease of 0.50 in the ratio each year thereafter until reaching a minimum ratio of 3:00 to 1:00. In addition, the FIB Loan Agreement provides that Greystone shall not, without prior consent of the bank, incur or assume additional indebtedness or capital leases.

 

The FIB Loan Agreement is secured by a mortgage on one of Greystone’s warehouses.

 

Maturities

Maturities of Greystone’s long-term debt for the five years subsequent to August 31, 2023, are $2,260,829, $2,341,212, $2,306,276, $7,753,106 and $553,657.

 

Note 7.

Leases

 

Financing Leases

Financing leases as of August 31, 2023 and May 31, 2023 were as follows:

 

		August 31, 2023				May 31, 2023
Non-cancellable financing leases		$	50,518			$	60,485
Less: Current portion			(27,689	)			(31,981	)
Non-cancellable financing leases, net of current portion		$	22,829			$	28,504

 

The production equipment under the non-cancelable financing leases as of August 31, 2023 and May 31, 2023 was as follows:

 

		August 31, 2023				May 31, 2023
Production equipment under financing leases		$	176,565			$	176,565
Less: Accumulated amortization			(103,146	)			(95,447	)
Production equipment under financing leases, net		$	73,419			$	81,118

 

Amortization of the carrying amount of $7,699 and $218,914 was included in depreciation and amortization expense for the three months ended August 31, 2023 and 2022, respectively.

 

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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 three non-cancellable operating leases for (i) equipment with a 52-month term and a 60-month term at a discount rate of 5.40% and (ii) two buildings owned by GRE with a 120-month term, with a 60-month renewal option and a discount rate of 6.0%. The leases are single term with constant monthly rental rates.

 

Lease Summary Information

Lease summary information as of and for the periods ending August 31, 2023 and 2022 was as follows:

 

 

		2023				2022
Lease Expense
Financing lease expense -
Amortization of right-of-use assets		$	7,699			$	218,914
Interest on lease liabilities			600				19,509
Operating lease expense			183,957				52,970
Short-term lease expense			360,353				395,810
Total		$	552,609			$	687,203
Other Information
Cash paid for amounts included in the measurement of lease liabilities for finance leases -
Operating cash flows		$	600			$	19,509
Financing cash flows		$	9,947			$	419,120
Cash paid for amounts included in the measurement of lease liabilities for operating leases -
Operating cash flows		$	177,217			$	52,970
Weighted-average remaining lease term (in years) -
Financing leases			1.6				1.1
Operating leases			13.9				14.8
Weighted-average discount rate -
Financing leases			4.3	%			7.3	%
Operating leases			6.0	%			6.0	%

 

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Future minimum lease payments under non-cancelable leases as of August 31, 2023, are approximately:

 

		Financing Leases				Operating Leases
Twelve months ending August 31, 2024		$	34,374			$	546,910
Twelve months ending August 31, 2025			14,818				534,000
Twelve months ending August 31, 2026			3,009				534,000
Twelve months ending August 31, 2027			-				536,230
Twelve months ending August 31, 2028			-				560,760
Thereafter			-				5,139,910
Total future minimum lease payments			52,201				7,851,810
Present value discount			1,683				2,552,837
Present value of minimum lease payments		$	50,518			$	5,298,973

 

Note 8.

Deferred Revenue

 

Advances from customers 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 which totaled $-0- and $5,015,520 during the three months ended August 31, 2023 and 2022, respectively. The unrecognized balance of deferred revenue as of August 31, 2023 and May 31, 2023, was $23,007.

 

Note 9.

Revenue and Revenue Recognition

 

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 $137,000 and $125,000 during the three months ended August 31, 2023 and 2022, 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 three months ended August 31, 2023 and 2022, respectively, were as follows:

 

Category		2023				2022
End-user customers			85	%			77	%
Distributors			15	%			23	%

 

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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 85% and 77% of its total sales during the three months ended August 31, 2023 and 2022, respectively, from a limited number of customers, generally ranging from 2 to 4. 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 $211,220 and $226,232 during the three months ended August 31, 2023 and 2022, respectively, is from one of its major customers.

 

Note 12.

Commitments

 

As of August 31, 2023, Greystone had commitments totaling $306,800 toward the purchase of production equipment.

 

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

 

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. All statements, other than statements of historical fact, that address activities, events or developments that Greystone expects, believes or anticipates will or may occur in the future, including decreased costs, securing financing, the profitability of Greystone, potential sales of pallets or other possible business developments, are forward-looking statements. Such statements are subject to a number of assumptions, risks and uncertainties. The forward-looking statements contained in this Quarterly Report on Form 10-Q could be affected by any of the following factors: Greystone's prospects could be affected by changes in availability of raw materials, competition, rapid technological change and new legislation regarding environmental matters; Greystone may not be able to secure additional financing necessary to sustain and grow its operations; and a material portion of Greystone's business is and will be dependent upon a few large customers and there is no assurance that Greystone will be able to retain such customers. These risks and other risks that could affect Greystone's business are more fully described in Greystone's Annual Report on Form 10-K for the fiscal year ended May 31, 2023, which was filed with the Securities and Exchange Commission on August 28, 2023, as the same may be updated from time to time. Actual results may vary materially from the forward-looking statements. The results of operations for the three months ended August 31, 2023, are not necessarily indicative of the results for the fiscal year ending May 31, 2024. Greystone undertakes no duty to update any of the forward-looking statements contained in this Quarterly Report on Form 10-Q.

 

 

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 consolidated the variable interest entity, Greystone Real Estate, L.L.C. (“GRE”) for the period from June 1, 2022 through July 29, 2022. Effective July 29, 2022, the relationship of Greystone as a beneficiary of GRE ceased to exist. All material intercompany accounts and transactions have been eliminated.

 

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 177 and 202 regular employees and 116 and 64 temporary employees as of August 31, 2023 and 2022, respectively. Full-time equivalent is a measure based on time worked.

 

Three Months Ended August 31, 2023 Compared to Three Months Ended August 31, 2022

 

Sales

Sales for the three months ended August 31, 2023, were $17,413,671 compared to $18,953,599 for the three months ended August 31, 2022, representing a decrease of $1,539,928, or 8%. As previously reported during the fiscal year ended May 31, 2023, the Company experienced reductions in its cost of recycled plastic. As a result, the Company initiated pricing adjustments to pallets using Greystone’s recycled blends. Accordingly, the reduction in sales for the three months ended August 31, 2023, to the prior period is primarily attributable to an approximate 7% decrease in the average price for the Company’s higher-end pallets.

 

 

Greystone generally has a limited number of customers, generally 2 to 4, that accounted for approximately 85% and 77% of sales during the three months ended August 31, 2023 and 2022, respectively. Greystone is not able to predict the future needs of these major customers and will continue its efforts to increase sales through the addition of new customers developed through Greystone’s marketing efforts.

 

Cost of Sales

Cost of sales for the three months ended August 31, 2023, was $13,368,909, or 77% of sales, compared to $16,490,453, or 87% of sales, for the three months ended August 31, 2022. The improvement in cost of sales to sales for the three months ended August 31, 2023, over the prior period was primarily the result of an approximate 19% increase in pallet production allowing a larger base to allocate inflexible manufacturing costs, improvements in productivity and an approximate 15% reduction in the average cost of Greystone blend raw materials. The Company produces pallets manufactured using either customer materials or its Greystone blend of purchased recycled plastic.

 

Gross Profit

Gross profit for the three months ended August 31, 2023, was $4,044,762, or 23% of sales, compared to $2,463,146, or 13% of sales, for the three months ended August 31, 2022. The improved gross profits for the three months ended August 31, 2023, were the result of the Company’s repricing of pallets manufactured using the Greystone recycled blend, as discussed above.

 

Selling, General and Administrative Expenses

Selling, general and administrative expenses were $1,212,951, or 7.0% of sales, for the three months ended August 31, 2023 compared to $1,105,591, or 5.8% of sales, for the three months ended August 31, 2022, representing an increase of $107,360. The increase is primarily due to enhanced efforts directed toward marketing Greystone’s pallets.

 

Other Income (Expenses)

During the three months ended August 31, 2022, Greystone recognized a gain on the deconsolidation of the variable interest entity Greystone Real Estate in the amount of $569,997.

 

Other income, generally from the sale of scrap material, was $1,599 and $5,635 for the three months ended August 31, 2023 and 2022.

 

Interest expense was $342,191 for the three months ended August 31, 2023, compared to $219,446 for the three months ended August 31, 2022, representing an increase of $122,745. The majority of Greystone’s debt is based on the prime rate of interest which had a weighted average of 8.35% for the three months ended August 31, 2023, compared to 4.91% for the prior period.

 

 

Provision for Income Taxes

The provision for income taxes was $747,000 and $340,000 for the three months ended August 31, 2023 and 2022, respectively. The effective tax rate differs from federal statutory rates due principally to state income taxes, charges (income) which have no tax benefit (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 $1,744,219 for the three months ended August 31, 2023, compared to $1,373,741 in three months ended August 31, 2022, primarily for the reasons discussed above.

 

Net Income Attributable to Common Stockholders

The net income attributable to common stockholders for the three months ended August 31, 2023, was $1,598,020, or $0.06 per share, compared to $1,214,724, or $0.04 per share, for the three months ended August 31, 2022, primarily for the reasons discussed above.

 

Liquidity and Capital Resources

 

A summary of cash flows for the three months ended August 31, 2023, was as follows:         

 

Cash provided by operating activities		$	5,229,554
Cash used in investing activities		$	(673,081	)
Cash used in financing activities		$	(2,195,665	)

 

The contractual obligations of Greystone are as follows:

 

         

		Total				Less than 1 year				1-3 years				4-5 years				Thereafter
Long-term debt		$	15,215,080			$	2,260,829			$	4,647,488			$	8,306,763			$	-
Financing leases		$	52,201			$	34,374			$	17,827			$	-			$	-
Operating leases		$	7,851,810			$	546,910			$	1,068,000			$	1,096,990			$	5,139,910
Commitments		$	306,800			$	306,800			$	-			$	-			$	-

 

 

Greystone had a working capital of $5,845,768 as of August 31, 2023. To provide for the funding to meet Greystone's operating activities and contractual obligations as of August 31, 2023, 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.

 

A substantial amount of Greystone’s debt financing has resulted primarily from bank notes which are guaranteed by certain officers and directors of Greystone. From time to time, loans have been provided by certain officers and directors of Greystone of which there are none outstanding as of August 31, 2023. Greystone continues to be dependent upon its officers and directors to secure, or possibly provide, additional financing and there is no assurance that its officers and directors will continue to do so, or that they will do so on terms that are acceptable to Greystone. 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 Restated Loan Agreement, as discussed in Note 6 to the unaudited consolidated financial statements, Greystone may pay dividends on its preferred stock in an amount not to exceed $500,000 per year.

 

Off-Balance Sheet Arrangements

 

Greystone does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

 

Critical Accounting Policies and Estimates

 

Greystone believes that the following critical policies affect Greystone’s more significant judgments and estimates used in preparation of Greystone’s financial statements.

 

General

The preparation of unaudited consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Recognition of Revenues

Revenue is recognized at the point in 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.

 

Accounts receivable

Trade receivables are carried at original invoice amount less an estimate made for doubtful accounts. Management determines the allowance for doubtful accounts by regularly evaluating individual customer receivables and considering a customer’s financial condition, credit history and current economic conditions. Trade receivables are written off against the allowance when deemed uncollectible. Recoveries of trade receivables previously written off are recorded when received. The Company generally does not charge interest on past due accounts. 

 

Inventory

Inventory consists of finished pallets and raw materials which are stated at the lower of average cost or net realizable value. Management applies overhead costs to inventory based on an analysis of the Company's expense categories. The specific costs are then applied to inventory based on production during the period. Management relies on estimates and assumptions regarding the specific costs to include in the production costs, as well as the period to use in determining inventory production.

 

 

Income Taxes

Greystone accounts for income taxes under the liability method, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the consolidated financial statements and tax bases of assets and liabilities and tax loss carryforwards using enacted tax rates in effect for the year in which the differences are expected to reverse.

 

A deferred tax asset is recognized for tax-deductible temporary differences and operating losses using the applicable enacted tax rate. In assessing the realizability of deferred tax assets, management considers the likelihood of whether it is more likely than not the net deferred tax asset will be realized. Based on this evaluation, management will provide a valuation allowance if it is determined more likely than not the associated asset will not be recognized. Based on this, management has determined that Greystone will not be able to realize the full effect of the deferred tax assets and a valuation allowance of $793,337 and $1,044,361 has been recorded as of August 31, 2023 and May 31, 2023, respectively.

 

New Accounting Pronouncements

 

Management does not believe that any recently issued, but not yet effective, accounting standards could have a material effect on the accompanying unaudited consolidated financial statements. As new accounting pronouncements are issued, Greystone will adopt those that are applicable under the circumstances.

 

Recent accounting pronouncements issued by the Financial Accounting Standards Board, the American Institute of Certified Public Accountants and the SEC did not or are not believed by management to have a material effect on Greystone’s unaudited consolidated financial statements.

 

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 (CEO) and Chief Financial Officer (CFO) of the effectiveness of Greystone's disclosure controls and procedures pursuant to the Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (“Exchange Act”).  Based on an evaluation as of August 31, 2023, Greystone’s CEO and CFO concluded that Greystone’s disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) were effective as of August 31, 2023.

 

During the three months ended August 31, 2023, there were no changes in Greystone's internal control 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.

 

31.1*	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.
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.
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.
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.
101.INS*	Inline XBRL Instance Document.
10. SCH*	Inline XBRL Taxonomy Extension Schema Document.
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase.
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase.
101.LAB*	Inline XBRL Taxonomy Extension Labels Linkbase.
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase.
104*	Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Filed herewith.

** Furnished herewith.

 

 

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: October 16, 2023	/s/ Warren F. Kruger
	Warren F. Kruger, President and Chief
	Executive Officer (Principal Executive Officer)
Date: October 16, 2023	/s/ William W. Rahhal
	William W. Rahhal, Chief Financial Officer
	(Principal Financial Officer and Principal Accounting Officer)

 

 

Exhibit 31.1

 

CERTIFICATION

 

I, Warren F. Kruger, certify that:

 

1.	I have reviewed this quarterly report on Form 10‑Q for the three months ended August 31, 2023, of Greystone Logistics, Inc.;

 

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a‑15(e) and 15d‑15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

 

October 16, 2023		/s/ Warren F. Kruger
		Warren F. Kruger
		President and Chief Executive Officer
		(principal executive officer)

 

Exhibit 31.2

 

CERTIFICATION

 

I, William W. Rahhal, certify that:

 

1.	I have reviewed this quarterly report on Form 10‑Q for the three months ended August 31, 2023, of Greystone Logistics, Inc.;

 

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a‑15(e) and 15d‑15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

 

October 16, 2023		/s/ William W. Rahhal
		William W. Rahhal
		Chief Financial Officer
		(principal financial officer)

 

Exhibit 32.1

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES‑OXLEY ACT OF 2002

 

 

In connection with the quarterly report of Greystone Logistics, Inc. (the “Company”) on Form 10‑Q for the period ended August 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Warren F. Kruger, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002, that:

 

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

 

October 16, 2023		/s/ Warren F. Kruger
		Warren F. Kruger
		President and Chief Executive Officer
		(principal executive officer)

 

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

 

The foregoing certification is being furnished to the Securities and Exchange Commission as an exhibit to the Report and shall not be considered filed as part of the Report.

 

Exhibit 32.2

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES‑OXLEY ACT OF 2002

 

 

In connection with the quarterly report of Greystone Logistics, Inc. (the “Company”) on Form 10‑Q for the period ended August 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, William W. Rahhal, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002, that:

 

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

 

October 16, 2023		/s/ William W. Rahhal
		William W. Rahhal
		Chief Financial Officer
		(principal financial officer)

                                 

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

 

The foregoing certification is being furnished to the Securities and Exchange Commission as an exhibit to the Report and shall not be considered filed as part of the Report.

 

v3.23.3

Document And Entity Information - shares	3 Months Ended
	Aug. 31, 2023	Oct. 16, 2023
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Aug. 31, 2023
Document Transition Report	false
Entity File Number	000-26331
Entity Registrant Name	GREYSTONE LOGISTICS, INC.
Entity Incorporation, State or Country Code	OK
Entity Tax Identification Number	75-2954680
Entity Address, Address Line One	1613 East 15th Street
Entity Address, City or Town	Tulsa
Entity Address, State or Province	OK
Entity Address, Postal Zip Code	74120
City Area Code	918
Local Phone Number	583-7441
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding (in shares)		28,279,701
Entity Central Index Key	0001088413
Current Fiscal Year End Date	--05-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
Amendment Flag	false

v3.23.3

Consolidated Balance Sheets (Current Period Unaudited) - USD ($)	Aug. 31, 2023	May 31, 2023
Current Assets:
Cash	$ 3,056,759	$ 695,951
Accounts receivable -
Other	24,429	386,877
Inventory	5,307,806	4,484,106
Prepaid expenses	501,497	528,962
Total Current Assets	12,695,553	11,009,950
Property, Plant and Equipment, net	32,613,106	33,184,706
Right-of-Use Operating Lease Assets	5,268,705	5,335,714
Total Assets	50,577,364	49,530,370
Current Liabilities:
Current portion of long-term debt	2,260,829	2,249,570
Current portion of financing leases	27,689	31,981
Current portion of operating leases	238,254	240,346
Accounts payable and accrued expenses	4,148,451	3,337,410
Deferred revenue	23,007	23,007
Preferred dividends payable	146,199	134,414
Total Current Liabilities	6,844,429	6,016,728
Long-Term Debt, net of current portion and debt issuance costs	12,858,604	14,919,687
Financing Leases, net of current portion	22,829	28,504
Operating Leases, net of current portion	5,060,719	5,119,688
Deferred Tax Liability	4,652,279	3,905,279
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 shares issued and outstanding	2,828	2,828
Additional paid-in capital	53,533,272	53,533,272
Accumulated deficit	(32,397,601)	(33,995,621)
Total Equity	21,138,504	19,540,484
Total Liabilities and Equity	50,577,364	49,530,370
Nonrelated Party [Member]
Accounts receivable -
Accounts receivable, current	3,736,669	4,857,504
Related Party [Member]
Accounts receivable -
Accounts receivable, current	$ 68,393	$ 56,550

v3.23.3

Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($)	Aug. 31, 2023	May 31, 2023
Preferred Stock, Par or Stated Value Per Share (in dollars per share)	$ 0.0001	$ 0.0001
Preferred Stock, Shares Authorized (in shares)	20,750,000	20,750,000
Preferred Stock, Shares Issued (in shares)	50,000	50,000
Preferred Stock, Shares Outstanding (in shares)	50,000	50,000
Preferred Stock, Liquidation Preference, Value	$ 5,000,000	$ 5,000,000
Common Stock, Par or Stated Value Per Share (in dollars per share)	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized (in shares)	5,000,000,000	5,000,000,000
Common Stock, Shares, Issued (in shares)	28,279,701	28,279,701
Common Stock, Shares, Outstanding (in shares)	28,279,701	28,279,701

v3.23.3

Consolidated Statements of Income (Unaudited) - USD ($)	3 Months Ended
	Aug. 31, 2023	Aug. 31, 2022
Sales	$ 17,413,671	$ 18,953,599
Cost of Sales	13,368,909	16,490,453
Gross Profit	4,044,762	2,463,146
Selling, General and Administrative Expenses	1,212,951	1,105,591
Operating Income	2,831,811	1,357,555
Other Income (Expense):
Gain on deconsolidation of variable interest entity	0	569,997
Other income	1,599	5,635
Interest expense	(342,191)	(219,446)
Income before Income Taxes	2,491,219	1,713,741
Provision for Income Taxes	747,000	340,000
Net Income	1,744,219	1,373,741
Income Attributable to Non-controlling Interest	0	(49,599)
Preferred Dividends	(146,199)	(109,418)
Net Income Attributable to Common Stockholders	$ 1,598,020	$ 1,214,724
Income Per Share of Common Stock -
Basic (in dollars per share)	$ 0.06	$ 0.04
Diluted (in dollars per share)	$ 0.05	$ 0.04
Weighted Average Shares of Common Stock Outstanding -
Basic (in shares)	28,279,701	28,279,701
Diluted (in shares)	32,107,754	32,106,455

v3.23.3

Consolidated Statements of Changes in Equity (Unaudited) - USD ($)	Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Parent [Member]	Noncontrolling Interest [Member]	Total
Balances (in shares) at May. 31, 2022	50,000	28,279,701
Balances at May. 31, 2022	$ 5	$ 2,828	$ 53,533,272	$ (39,838,449)	$ 13,697,656	$ 1,383,825	$ 15,081,481
Capital contribution non-controlling interest	0	0	0	0	0	1,669,000	1,669,000
Deconsolidation of variable interest entity	0	0	0	0	0	(3,102,424)	(3,102,424)
Preferred dividends	0	0	0	(109,418)	(109,418)	0	(109,418)
Net income	$ 0	$ 0	0	1,324,142	1,324,142	49,599	1,373,741
Balances (in shares) at Aug. 31, 2022	50,000	28,279,201
Balances at Aug. 31, 2022	$ 5	$ 2,828	53,533,272	(38,623,725)	14,912,380	0	14,912,380
Balances (in shares) at May. 31, 2023	50,000	28,279,201
Balances at May. 31, 2023	$ 5	$ 2,828	53,533,272	(33,995,621)	19,540,484	0	19,540,484
Preferred dividends	0	0	0	(146,199)	(146,199)	0	(146,199)
Net income	$ 0	$ 0	0	1,744,219	1,744,219	0	1,744,219
Balances (in shares) at Aug. 31, 2023	50,000	28,279,701
Balances at Aug. 31, 2023	$ 5	$ 2,828	$ 53,533,272	$ (32,397,601)	$ 21,138,504	$ 0	$ 21,138,504