SEC Info - Greystone Logistics, Inc. - ‘10-Q’ for 2/29/24

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		Alternative Formats (Word, et al.) Consolidated Balance Sheets (Unaudited) As of February 29, 2024 and May 31, 2023 Consolidated Statements of Cash Flows (Unaudited) For the Nine Months Ended February 29(28), 2024 and 2023 Consolidated Statements of Changes in Equity (Unaudited) For the Nine Months Ended February 29(28), 2024 and 2023 Consolidated Statements of Income (Unaudited) For the Nine Months Ended February 29(28), 2024 and 2023 Consolidated Statements of Income (Unaudited) For the Three Months Ended February 29(28), 2024 and 2023 Controls and Procedures Defaults Upon Senior Securities Exhibits Financial Statements Legal Proceedings Management's Discussion and Analysis of Financial Condition and Results of Operations Mine Safety Disclosures Notes to Consolidated Financial Statements (Unaudited) Other Information Part I. Financial Information Part Ii. Other Information Quantitative and Qualitative Disclosures About Market Risk Risk Factors Signatures Table of Contents Unregistered Sales of Equity Securities and Use of Proceeds
1	1st Page – Filing Submission
"	Table of Contents
"	Part I. Financial Information
"	Item 1. Financial Statements
"	Consolidated Balance Sheets (Unaudited) As of February 29, 2024 and May 31, 2023
"	Consolidated Statements of Income (Unaudited) For the Nine Months Ended February 29(28), 2024 and 2023
"	Consolidated Statements of Income (Unaudited) For the Three Months Ended February 29(28), 2024 and 2023
"	Consolidated Statements of Changes in Equity (Unaudited) For the Nine Months Ended February 29(28), 2024 and 2023
"	Consolidated Statements of Cash Flows (Unaudited) For the Nine Months Ended February 29(28), 2024 and 2023
"	Notes to Consolidated Financial Statements (Unaudited)
"	Management's Discussion and Analysis of Financial Condition and Results of Operations
"	Quantitative and Qualitative Disclosures About Market Risk
"	Controls and Procedures
"	Part Ii. Other Information
"	Legal Proceedings
"	Risk Factors
"	Unregistered Sales of Equity Securities and Use of Proceeds
"	Defaults Upon Senior Securities
"	Mine Safety Disclosures
"	Other Information
"	Exhibits
"	Signatures

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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form i 10-Q

(Mark One)

i ☒

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

For the quarterly period ended i February 29, 2024

i ☐

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

For the transition period from ___________ to ____________

Commission file number i 000-26331

i GREYSTONE LOGISTICS, INC.

(Exact name of registrant as specified in its charter)

i Oklahoma	i 75-2954680
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

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

( i 918) i 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.

i 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).

i Yes ☒ No ☐

Table of Contents

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 ☐
i Non-accelerated filer ☒	Smaller reporting company i ☒
	Emerging growth company i ☐

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 i ☐ 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 15, 2024 – i 28,279,701

Table of Contents

	February 29, 2024			May 31, 2023
Assets
Current Assets:
Cash	$	i 4,319,849		$	i 695,951
Accounts receivable -
Trade		i 5,976,046			i 4,857,504
Related parties		i 125,202			i 56,550
Other		i 1,488,602			i 386,877
Inventory		i 3,002,754			i 4,484,106
Prepaid expenses		i 879,956			i 528,962
Total Current Assets		i 15,792,409			i 11,009,950
Property, Plant and Equipment, net		i 30,594,286			i 33,184,706
Right-of-Use Operating Lease Assets		i 5,132,215			i 5,335,714
Total Assets	$	i 51,518,910		$	i 49,530,370

Liabilities and Equity
Current Liabilities:
Current portion of long-term debt	$	i 2,384,993		$	i 2,249,570
Current portion of financing leases		i 15,288			i 31,981
Current portion of operating leases		i 232,481			i 240,346
Accounts payable and accrued liabilities		i 3,954,002			i 3,337,410
Deferred revenue		i 568,299			i 23,007
Preferred dividends payable		i 146,473			i 134,414
Total Current Liabilities		i 7,301,536			i 6,016,728
Long-Term Debt, net of current portion and debt issuance costs		i 11,635,540			i 14,919,687
Financing Leases, net of current portion		i 1,782			i 28,504
Operating Leases, net of current portion		i 4,942,738			i 5,119,688
Deferred Tax Liability		i 5,529,000			i 3,905,279
Equity:
Preferred stock, $ i i 0.0001 / par value, cumulative, i i 20,750,000 / shares authorized, i i i i 50,000 / / / shares issued and outstanding, liquidation preference of $ i i 5,000,000 /		i 5			i 5
Common stock, $ i i 0.0001 / par value, i i 5,000,000,000 / shares authorized, i i i i 28,279,701 / / / shares issued and outstanding		i 2,828			i 2,828
Additional paid-in capital		i 53,533,272			i 53,533,272
Accumulated deficit		( i 31,427,791	)		( i 33,995,621	)
Total Equity		i 22,108,314			i 19,540,484

Total Liabilities and Equity	$	i 51,518,910		$	i 49,530,370

	2024			2023

Sales	$	i 46,990,716		$	i 44,633,542

Cost of Sales		i 37,942,179			i 38,590,544

Gross Profit		i 9,048,537			i 6,042,998

Selling, General and Administrative Expenses		i 3,863,975			i 3,918,205

Operating Income		i 5,184,562			i 2,124,793

Other Income (Expense):
Federal tax credits realized		i -			i 3,270,424
Gain on deconsolidation of variable interest entity		i -			i 569,997
Other income		i 180,004			i 189,914
Interest expense		( i 982,592	)		( i 821,138	)

Income before Income Taxes		i 4,381,974			i 5,333,990
Provision for Income Taxes		( i 1,375,000	)		( i 452,000	)
Net Income		i 3,006,974			i 4,881,990

Income Attributable to Non-controlling Interest		i -			( i 49,599	)

Preferred Dividends		( i 439,144	)		( i 361,267	)

Net Income Attributable to Common Stockholders	$	i 2,567,830		$	i 4,471,124

Income Per Share of Common Stock -
Basic	$	i 0.09		$	i 0.16
Diluted	$	i 0.09		$	i 0.15

Weighted Average Shares of Common Stock Outstanding -
Basic		i 28,279,701			i 28,279,701
Diluted		i 28,774,701			i 32,105,424

Preferred Stock

Common Stock

Additional

Accumulated

Total Greystone Stockholders'

Non-controlling

Total

Amount

Paid-in Capital

Deficit

Equity

Interest

Equity

Balances, May 31, 2022

i 50,000

i 5

i 28,279,701

i 2,828

i 53,533,272

( i 39,838,449

)

i 13,697,656

i 1,383,825

i 15,081,481

Capital contribution

i -

i 1,669,000

Deconsolidation of variable interest entity

i -

( i 3,102,424

)

( i 3,102,424

)

Preferred dividends ($ i 2.19 per share)

i -

( i 109,418

)

( i 109,418

)

i -

( i 109,418

)

Net income

i -

i 1,324,142

i 49,599

i 1,373,741

Balances, August 31, 2022

i 50,000

i 5

i 28,279,701

i 2,828

i 53,533,272

( i 38,623,725

)

i 14,912,380

i -

i 14,912,380

Preferred dividends ($ i 2.39 per share)

i -

( i 119,349

)

( i 119,349

)

i -

( i 119,349

)

Net loss

i -

( i 187,247

)

( i 187,247

)

i -

( i 187,247

)

Balances, November 30, 2022

i 50,000

i 5

i 28,279,701

i 2,828

i 53,533,272

( i 38,930,321

)

i 14,605,784

i -

i 14,605,784

Preferred dividends ($ i 2.65 per share)

i -

( i 132,500

)

( i 132,500

)

i -

( i 132,550

)

Net income

i -

i 3,695,496

i -

i 3,695,496

Balances, February 28, 2023

i 50,000

i 5

i 28,279,701

i 2,828

i 53,533,272

( i 35,367,325

)

i 18,168,780

i -

i 18,168,780

Balances, May 31, 2023

i 50,000

i 5

i 28,279,701

i 2,828

i 53,533,272

( i 33,995,621

)

i 19,540,484

i -

i 19,540,484

Preferred dividends ($ i 2.92 per share)

i -

( i 146,199

)

( i 146,199

)

i -

( i 146,199

)

Net income

i -

i 1,744,219

i -

i 1,744,219

Balances, August 31, 2023

i 50,000

i 5

i 28,279,701

i 2,828

i 53,533,272

( i 32,397,601

)

i 21,138,504

i -

i 21,138,504

Preferred dividends ($ i 2.93 per share)

( i 146,472

)

( i 146,472

)

( i 146,472

)

Net income

i 964,826

Balances, November 30, 2023

i 50,000

i 5

i 28,279,701

i 2,828

i 53,533,272

( i 31,579,247

)

i 21,956,858

i -

i 21,956,858

Preferred dividends ($ i 2.93 per share)

( i 146,473

)

( i 146,473

)

( i 146,473

)

Net income

i 297,929

Balances, February 29, 2024

i 50,000

i 5

i 28,279,701

i 2,828

i 53,533,272

( i 31,427,791

)

i 22,108,314

i -

i 22,108,314

	2024			2023
Cash Flows from Operating Activities:
Net income	$	i 3,006,974		$	i 4,881,990
Adjustments to reconcile net income to net cash provided by operating activities -
Gain on deconsolidation of variable interest entity		i -			( i 569,997	)
Loss on disposition of assets		i 12,649			i -
Depreciation and amortization		i 4,319,390			i 3,958,766
Deferred tax expense		i 1,623,721			i 296,000
Decrease (increase) in trade accounts receivable		( i 1,118,542	)		i 934,369
Decrease (increase) in related party receivables		( i 68,652	)		i 131,278
Increase in other receivable		( i 939,877	)		i -
Decrease (increase) in inventory		i 1,481,352			( i 714,583	)
Increase in prepaid expenses		( i 350,994	)		( i 340,144	)
Increase (decrease) in accounts payable and accrued liabilities		i 761,654			( i 2,865,056	)
Increase (decrease) in deferred revenue		i 545,292			( i 5,306,040	)
Net cash provided by operating activities		i 9,272,967			i 406,583

Cash Flows from Investing Activities:
Purchase of property, plant and equipment		( i 2,040,776	)		( i 3,201,187	)
Deconsolidation of variable interest entity		i -			( i 2,806	)
Net cash used in investing activities		( i 2,040,776	)		( i 3,203,993	)

Cash Flows from Financing Activities:
Proceeds from long-term debt		i -			i 8,707,426
Payments on long-term debt and financing leases		( i 1,668,123	)		( i 5,412,171	)
Payments on related party note payable and financing lease		i -			( i 3,348,178	)
Proceeds from revolving loan		i -			i 1,090,648
Payments on revolving loan		( i 1,500,000	)		( i 1,790,648	)
Payments for debt issuance costs		( i 13,085	)		( i 71,154	)
Dividends paid on preferred stock		( i 427,085	)		( i 314,144	)
Capital contribution to non-controlling interest		i -			i 1,669,000
Net cash provided by (used in) financing activities		( i 3,608,293	)		i 530,779
Net Increase (Decrease) in Cash		i 3,623,898			( i 2,266,631	)
Cash, beginning of period		i 695,951			i 3,143,257
Cash, end of period	$	i 4,319,849		$	i 876,626
Non-cash Activities:
Refinancing of certain term loans	$	i -		$	i 2,669,892
Deconsolidation of net assets of variable interest entity	$	i -		$	i 3,102,424
Capital expenditures in accounts payable	$	i -		$	i 51,403
Net book value of leases terminated	$	i 27,903		$	i -
Decrease in financing lease liabilities from termination	$	i 15,254		$	i -
Preferred dividend accrual	$	i 146,473		$	i 132,500
Supplemental information:
Interest paid	$	i 990,877		$	i 818,222
Income taxes paid	$	i -		$	i 510,000

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

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 nine months ended February 29, 2024, 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.

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”) through July 29, 2022, at which time a deconsolidation of the entity occurred. All material intercompany accounts and transactions have been eliminated.

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, contract sales personnel and its President and other employees.

Greystone had full-time-equivalents of approximately 167 and 189 full‑time employees and 79 and 56 temporary employees as of February 29(28), 2024 and 2023, respectively. Full-time equivalent is a measure based on time worked.

Sales for the nine months ended February 29, 2024, were $46,990,716 compared to $44,633,542 for the nine months ended February 28, 2023, for an increase of $2,357,174, or 5.3%. The number of pallets sold during the nine months ended February 29, 2024, increased by approximately 9% from the prior period offset by an approximate 3% decrease in the average price per pallet sold.

Greystone’s principal customers, ranging from two to four customers, accounted for approximately 83% and 71% of sales for the nine months ended February 29(28), 2024 and 2023, respectively. Greystone is not able to predict the future needs of these principal customers and will continue its efforts to increase sales through the addition of new customers developed through Greystone’s marketing efforts.

Cost of sales for the nine months ended February 29, 2024, was $37,942,179, or 81% of sales, compared to $38,590,544, or 86% of sales, for the nine months ended February 28, 2023. The decrease in the ratio of cost of sales to sales for the nine months ended February 29, 2024, from the prior period was primarily the result of declines in the cost of raw material and an improvement in the production overhead burden due to an increase in production of approximately 20% over the prior period.

Selling, general and administrative expenses were $3,863,975 for the nine months ended February 29, 2024, compared to $3,918,205 for the nine months ended February 28, 2023, for a decrease of $54,230. The change in selling, general and administrative expenses was nominal for the two periods.

Other income for the nine months ended February 29(28), 2024 and 2023, was $180,004 and $189,914, respectively. The other income for the nine months ended February 29, 2024, consisted primarily of insurance recoveries and interest income. Other income for the nine months ended February 28, 2023, was primarily from interest income.

Interest expense was $982,592 for the nine months ended February 29, 2024, compared to $821,138 in the prior period for an increase of $161,454. The average U.S. prime rate of interest for the nine months ended February 29, 2024, was 8.50% compared the 6.14% for the prior period.

The provision for income taxes was $1,375,000 and $452,000 for the nine months ended February 29(28), 2024 and 2023, 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.

Greystone recorded net income of $3,006,974 for the nine months ended February 29, 2024, compared to $4,881,990 for the nine months ended February 28, 2023, primarily for the reasons discussed above.

The net income attributable to common stockholders (net income less preferred dividends and GRE’s net income) for the nine months ended February 29, 2024, was $2,567,830, or $0.09 per share, compared $4,471,124, or $0.16 per share, for the nine months ended February 28, 2023, primarily for the reasons discussed above.

Sales for the three months ended February 29, 2024, were $13,980,009 compared to $13,578,269 for the three months ended February 28, 2023, for an increase of $401,740, or 3.0%. The increase in sales for the nine months ended February 29, 2024, over the prior period was primarily due to an approximate 2% increase in the average price per pallet sold.

Greystone’s principal customers, ranging from two to four customers, accounted for approximately 82% and 65% of sales for the nine months ended February 29(28), 2024 and 2023, respectively. Greystone is not able to predict the future needs of these principal customers and will continue its efforts to increase sales through the addition of new customers developed through Greystone’s marketing efforts.

Cost of sales for the three months ended February 29, 2024, was $12,113,699, or 87% of sales, compared to $11,220,791, or 83% of sales, in the prior period. The increase in the ratio of cost of sales to sales for the current period over the prior period was primarily the result of an increase in the production overhead burden due to a decrease in production of approximately 12%.

Selling, general and administrative expenses were $1,277,001 for the three months ended February 2, 2024, compared to $1,606,626 in the prior period for a decrease of $329,625. The decrease resulted from employee bonuses paid during the three months ended February 28, 2023.

During the three months ended February 28, 2023, the Company realized Federal tax credits realized in the amount of $3,270,424 from the Department of Treasury for claims filed pursuant to the Employee Retention Credits (“ERC”) under the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”).

Other income for the three months ended February 29(28), 2024 and 2023, was $176,851 and $183,596, respectively The other income for the three months ended February 29, 2024, consisted primarily of insurance recoveries and interest income. Other income for the three months ended February 28, 2023, was primarily from interest income.

Interest expense was $310,231 for the three months ended February 29, 2024, compared to $313,376 in the prior period for a decrease of $3,145. The average U.S. prime rate of interest for the three months ended February 29, 2024, was 8.50% compared the 7.23% for the prior period. The amortization of long-term debt and financing leases offset by the effect of the increase in the average U.S. prime rate of interest for the comparable periods resulted in the net decrease.

The provision for income taxes was $158,000 and $196,000 in the three months ended February 29(28), 2024 and 2023, 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.

Greystone recorded net income of $297,929 for the three months ended February 29, 2024, compared to $3,695,496 for the three months ended February 28, 2023, primarily for the reasons discussed above.

The net income attributable to common stockholders (net income less preferred dividends and GRE’s net income) for nine months ended February 29, 2024, was $151,456, or $0.01 per share, compared $3,562,996, or $0.13 per share, for the three months ended February 28, 2023, primarily for the reasons discussed above.

A summary of cash flows for the nine months ended February 29, 2024, is as follows:

Greystone had a working capital of $8,490,873 as of February 29, 2024. To provide for the funding to meet Greystone's operating activities and contractual obligations as of February 29, 2024, 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 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 of the consolidated financial statements, Greystone may pay dividends on its preferred stock in an amount not to exceed $500,000 per year.

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.

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

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.

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.

Trade receivables are carried at original invoice amount less an estimate made for doubtful accounts. Management determines the allowance for credit losses 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 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.

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 February 29, 2024 and May 31, 2023, respectively.

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.

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 February 29, 2024, 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 February 29, 2024.

During the nine months ended February 29, 2024, 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.

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

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.

PART I. FINANCIAL INFORMATION		Page

Item 1. Financial Statements

	Consolidated Balance Sheets (Unaudited) As of February 29, 2024 and May 31, 2023	1

	Consolidated Statements of Income (Unaudited) For the Nine Months Ended February 29(28), 2024 and 2023	2

	Consolidated Statements of Income (Unaudited) For the Three Months Ended February 29(28), 2024 and 2023	3

	Consolidated Statements of Changes in Equity (Unaudited) For the Nine Months Ended February 29(28), 2024 and 2023	4

	Consolidated Statements of Cash Flows (Unaudited) For the Nine Months Ended February 29(28), 2024 and 2023	5

	Notes to Consolidated Financial Statements (Unaudited)	6

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	14

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	20

Item 4.	Controls and Procedures	20

PART II. OTHER INFORMATION		20

Item 1.	Legal Proceedings	20

Item 1A.	Risk Factors	20

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	21

Item 3.	Defaults Upon Senior Securities	21

Item 4.	Mine Safety Disclosures	21

Item 5.	Other Information	21

Item 6.	Exhibits	21

SIGNATURES		22

	2024		2023
For the nine months ended February 29(28):
Preferred stock convertible into common stock		i 3,333,333		i -
For the three months ended February 29(28):
Preferred stock convertible into common stock		i 3,333,333		i -

	2024		2023
Basic earnings per share of common stock:
Numerator -
Net income attributable to common stockholders	$	i 151,456	$	i 3,562,996
Denominator -
Weighted-average shares outstanding - basic		i 28,279,701		i 28,279,701
Income per share of common stock - basic	$	i 0.01	$	i 0.13

Diluted earnings per share of common stock:
Numerator -
Net income attributable to common stockholders	$	i 151,456	$	i 3,562,996
Add: Preferred stock dividends for assumed conversion		i -		i 132,500
	$	i 151,456	$	i 3,695,496
Denominator -
Weighted-average shares outstanding - basic		i 28,279,701		i 28,279,701
Incremental shares from assumed conversion of warrants and preferred stock, as appropriate		i 495,455		i 3,824,564
Weighted average common stock outstanding – diluted		i 28,775,156		i 32,104,265
Income per share of common stock - diluted	$	i 0.01	$	i 0.12

	February 29,		May 31,
	2024		2023
Raw materials	$	i 1,933,401	$	i 2,299,911
Finished goods		i 1,069,353		i 2,184,195
Total inventory	$	i 3,002,754	$	i 4,484,106

	February 29, 2024			May 31, 2023
Production machinery and equipment	$	i 67,786,046		$	i 66,068,625
Plant buildings and land		i 2,164,232			i 2,364,089
Leasehold improvements		i 1,624,513			i 1,553,138
Furniture and fixtures		i 542,057			i 542,057
		i 72,116,848			i 70,527,909

Less: Accumulated depreciation and amortization		( i 41,522,562	)		( i 37,343,203	)

Net Property, Plant and Equipment	$	i 30,594,286		$	i 33,184,706

Greystone Logistics, Inc. – ‘10-Q’ for 2/29/24

On: Monday, 4/15/24, at 4:56pm ET · For: 2/29/24 · Accession #: 1437749-24-12069 · File #: 0-26331

Previous ‘10-Q’: ‘10-Q’ on 1/16/24 for 11/30/23 · Latest ‘10-Q’: This Filing

Quarterly Report — Form 10-Q

Filing Table of Contents

‘10-Q’ — Quarterly Report

Document Table of Contents

This is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

	February 29,			May 31,
	2024			2023
Term loans dated July 29, 2022, payable to International Bank of Commerce, prime rate of interest plus i i 0.5 / % but not less than i i 4.50 / %, maturing i i July 29, 2027 /	$	i 12,992,827		$	i 14,334,736

Revolving loan payable to International Bank of Commerce, prime rate of interest plus i i 0.5 / % but not less than i i 4.50 / %, due i i July 29, 2024 /		i -			i 1,500,000

Term loan payable to First Interstate Bank, interest rate of i i 3.70 / %, monthly principal and interest payments of $ i i 27,593 / , due i i March 19, 2025 / , secured by certain equipment		i 350,878			i 585,536

Term loan payable to First Interstate Bank, interest rate of i i 3.50 / %, monthly principal and interest payments of $ i i 5,997 / , due i i August 10, 2028 / , secured by certain real estate		i 725,647			i 759,639

Other		i 43,965			i 73,368
Total long-term debt		i 14,113,317			i 17,253,279
Debt issuance costs, net of amortization		( i 92,784	)		( i 84,022	)
Total debt, net of debt issuance costs		i 14,020,533			i 17,169,257
Less: Current portion of long-term debt		( i 2,384,993	)		( i 2,249,570	)
Long-term debt, net of current portion	$	i 11,635,540		$	i 14,919,687

	February 29, 2024			May 31, 2023
Non-cancellable financing leases	$	i 17,070		$	i 60,485
Less: Current portion		( i 15,288	)		( i 31,981	)
Non-cancellable financing leases, net of current portion	$	i 1,782		$	i 28,504

	2024			2023
Lease Expense
Financing lease expense -
Amortization of right-of-use assets	$	i 21,470		$	i 189,927
Interest on lease liabilities		i 1,415			i 30,614
Operating lease expense		i 454,893			i 335,378
Short-term lease expense		i 1,205,951			i 1,217,095
Total	$	i 1,683,729		$	i 1,773,014

Other Information
Cash paid for amounts included in the measurement of lease liabilities for finance leases -
Operating cash flows	$	i 1,415		$	i 30,614
Financing cash flows	$	i 11,650		$	i 626,329
Cash paid for amounts included in the measurement of lease liabilities for operating leases -
Operating cash flows	$	i 467,182		$	i 335,378
Weighted-average remaining lease term (in years) -
Financing leases		i 1.0			i 1.9
Operating leases		i 13.4			i 14.4
Weighted-average discount rate -
Financing leases		i 4.8	%		i 4.4	%
Operating leases		i 6.0	%		i 6.0	%

	Financing Leases		Operating Leases
Twelve months ended February 28, 2025	$	i 15,715	$	i 534,000
Twelve months ended February 28, 2026		i 1,798		i 534,000
Twelve months ended February 28, 2027		i -		i 534,000
Twelve months ended February 29, 2028		i -		i 549,610
Twelve months ended February 28, 2029		i -		i 560,760
Thereafter		i -		i 4,859,530
Total future minimum lease payments		i 17,513		i 7,571,900
Present value discount		i 443		i 2,396,681
Present value of minimum lease payments	$	i 17,070	$	i 5,175,219

Category	2024			2023
End User Customers		i 83	%		i 71	%
Distributors		i 17	%		i 29	%

Cash provided by operating activities	$	9,272,967
Cash used in investing activities	$	(2,040,776	)
Cash provided by financing activities	$	(3,608,293	)

	Total		Less than 1 year		1-3 years		4-5 years		Thereafter
Long-term debt	$	14,113,317	$	2,384,993	$	4,647,973	$	7,080,351	$	-
Financing lease rents	$	17,513	$	15,715	$	1,798	$	-	$	-
Operating lease rents	$	7,571,900	$	534,000	$	1,068,000	$	1,110,370	$	4,859,530
Commitments	$	-	$	-	$	-	$	-	$	-

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 and contained in Exhibit 101).

	GREYSTONE LOGISTICS, INC.
	(Registrant)

Date: April 15, 2024	/s/ *Warren F. Kruger*
	Warren F. Kruger, President and Chief
	Executive Officer (Principal Executive Officer)

Date: April 15, 2024	/s/ *R. Brice Dille*
	R. Brice Dille, Interim Chief Financial Officer
	(Principal Financial Officer and Principal Accounting Officer)

This ‘10-Q’ Filing	Date	Other Filings

	2/28/29
	8/10/28
	2/29/28
	7/29/27
	2/28/27
	2/28/26
	3/19/25
	2/28/25
	7/29/24
	5/31/24
Filed on:	4/15/24
For Period end:	2/29/24
	2/2/24
	11/30/23	10-Q
	8/31/23	10-Q
	8/28/23	10-K
	7/1/23
	5/31/23	10-K
	2/28/23	10-Q
	11/30/22	10-Q
	8/31/22	10-Q
	7/29/22	8-K
	6/1/22
	5/31/22	10-K, 10-K/A
	8/23/21
		List all Filings

Greystone Logistics, Inc. – ‘10-Q’ for 2/29/24

On: Monday, 4/15/24, at 4:56pm ET · For: 2/29/24 · Accession #: 1437749-24-12069 · File #: 0-26331

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