Results of Operations

General to All Periods



The unaudited consolidated statements include Greystone Logistics, Inc., and its
two wholly-owned subsidiaries, Greystone Manufacturing, L.L.C. ("GSM") and
Plastic Pallet Production, Inc. ("PPP"). Greystone also consolidates the
variable interest entity, Greystone Real Estate, L.L.C. ("GRE") 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.

References to fiscal year 2023 refer to the six months and three months ended
November 30, 2022. References to fiscal year 2022 refer to the six months and
three months ended November 30, 2021.

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 195 and 264 full-time employees and 40 and 73 temporary employees as of November 30, 2022 and 2021, respectively. Full-time equivalent is a measure based on time worked.

Six Months Ended November 30, 2022 Compared to Six Months Ended November 30, 2021



Sales

Sales for fiscal year 2023 were $31,055,273 compared to $30,618,966 in fiscal
year 2022 for an increase of $436,307, or 1.4%. While the quantity of pallets
sold in fiscal year 2023 decreased by approximately 13% from the prior period,
the average price of pallets sold increased by approximately 15%. The increase
in the average price of pallets sold during the current period is the result of
product mix and price increases.

Greystone had three customers which accounted for approximately 73% and 74% of
sales in fiscal years 2023 and 2022, respectively. Greystone is not able to
predict the future needs of these major customers and will continue its efforts
to grow sales through the addition of new customers developed through
Greystone's marketing efforts.

Cost of Sales



Cost of sales in fiscal year 2023 was $27,369,753, or 88% of sales, compared to
$28,179,906, or 92% of sales, in fiscal year 2022. The decrease in cost of sales
to sales in fiscal year 2023 from the prior period was primarily the result of
selling price increases as noted under Sales and the cost control measures
implemented by Greystone to offset the impact of lower pallet production.
Greystone's inflexible costs of production are a significant factor impacting
the profit margins realized from the sale of product. While cost of sales to
sales showed improvements over the prior period, Greystone anticipates continued
improvements during the remainder of the current year as increases are
anticipated in pallet production.

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Selling, General and Administrative Expenses



Selling, general and administrative expenses (SG&A) were $2,311,579, or 7.4% of
sales, in fiscal year 2023 compared to $2,352,504, or 7.7% of sales, in fiscal
year 2022 for a decrease of $(40,925). SG&A during the current period compared
to the prior period shows general consistency.

Other Income (Expenses)


During fiscal year 2023, Greystone recognized a gain on the deconsolidation of
the variable interest entity GRE in the amount of $569,997. During fiscal year
2022, a gain was recognized on the forgiveness of debt plus accrued interest in
the amount of $3,068,497 for the Paycheck Protection Program loan under the
Coronavirus Aid, Relief, and Economic Security Act.

Other income was $6,318 in fiscal year 2023 and $32,043 in fiscal year 2022 from the sale of scrap material and a gain on the sale of assets in the prior period.



Interest expense was $507,762 in fiscal year 2023 compared to $429,123 in fiscal
year 2022 for an increase of $78,639. The increase is attributable to increases
in the prime rate of interest which was 7.00% as of November 30, 2022 compared
to 3.25% as November 30, 2021.

Provision for Income Taxes



The provision for (benefit from) income taxes was $256,000 and $(135,000) in
fiscal years 2023 and 2022, respectively. The effective tax rate differs from
federal statutory rates principally due to state income taxes, charges or income
which have no tax benefit or expense, changes in the valuation allowance, and
the basis that net income from GRE is not taxable at the corporate level because
GRE is a limited liability company of which Greystone has no equity ownership.

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

Net Income

Greystone recorded net income of $1,186,494 in fiscal year 2023 compared to $2,892,973 in fiscal year 2022 primarily for the reasons discussed above.

Net Income Attributable to Common Stockholders



The net income attributable to common stockholders (net income less preferred
dividends and GRE's net income) for fiscal year 2023 was $908,128, or $0.03 per
share, compared $2,592,077, or $0.09 per share, in fiscal year 2022 primarily
for the reasons discussed above.

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Three Months Ended November 30, 2022 Compared to Three Months Ended November 30, 2021



Sales

Sales for fiscal year 2023 were $12,101,674 compared to $15,844,567 in fiscal
year 2022 for a decrease of $(3,742,893). This decrease in sales from fiscal
year 2022 was principally the result of a decrease of approximately 27% in the
quantity of pallets sold offset somewhat by an increase of approximately 5% in
the average price per pallet sold.

Greystone had three customers which accounted for approximately 66% and 78% of
sales in fiscal years 2023 and 2022, respectively. Greystone is not able to
predict the future needs of these major customers and will continue its efforts
to grow sales through the addition of new customers developed through
Greystone's marketing efforts.

Cost of Sales



Cost of sales in fiscal year 2023 was $10,879,300, or 90% of sales, compared to
$14,867,601, or 94% of sales, in fiscal year 2022. The decrease in cost of sales
to sales in fiscal year 2023 from the prior period was primarily the result of
selling price increases as noted under Sales and cost control measures
implemented by Greystone to offset the impact of lower pallet production during
the current period. Greystone's inflexible costs of production are a significant
factor impacting the profit margins realized from the sale of product. While
cost of sales to sales showed improvements over the prior period, Greystone
anticipates continued improvements during the remainder of the current year as
increases are anticipated in pallet production.

Selling, General and Administrative Expenses



Selling, general and administrative expenses (SG&A) were $1,205,988, or 10.0% of
sales, in fiscal year 2023 compared to $1,133,900, or 7.2% of sales, in fiscal
year 2022 for an increase of $72,088. SG&A costs during the current period
compared to the prior period showed general consistency. The increase in the
percent of SG&A to sales results from the decline of sales in the current
period.

Other Income (Expenses)

Other income from sales of scrap material was $683 in fiscal year 2023 compared to $5,218 in fiscal year 2022.



Interest expense was $288,316 in fiscal year 2023 compared to $205,769 in fiscal
year 2022 for an increase of $82,547. The increase is attributable to increases
in the prime rate of interest which was 7.00% as of November 30, 2022 compared
to 3.25% as November 30, 2021.

Provision for Income Taxes


The benefit from income taxes was $84,000 and $128,000 in fiscal years 2023 and
2022, respectively. The effective tax rate differs from federal statutory rates
due principally to state income taxes, charges or income which have no tax
benefit or expense, changes in the valuation allowance, and the basis that the
net income from GRE is not taxable at the corporate level because GRE is a
limited liability company of which Greystone has no equity ownership.

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

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Net Loss

Greystone recorded net losses of $(187,247) in fiscal year 2023 compared to $(229,485) in fiscal year 2022 primarily for the reasons discussed above.

Net Loss Attributable to Common Stockholders

The net loss attributable to common stockholders (net loss less preferred dividends and GRE's net income) for fiscal year 2023 was $(306,596), or $(0.01) per share, compared $(378,844), or $(0.01) per share, in fiscal year 2022 primarily for the reasons discussed above.

Liquidity and Capital Resources

A summary of cash flows for the six months ended November 30, 2022 is as follows:

Cash used in operating activities $ (3,309,912 )

Cash used in investing activities $ (1,808,201 )

Cash provided by financing activities $ 2,994,102

The contractual obligations of Greystone are as follows:



                                                 Less than
                                  Total           1 year         1-3 years       4-5 years      Thereafter
Long-term debt                 $ 17,163,563     $ 2,101,460     $ 9,116,477     $ 5,405,050     $   540,576
Financing lease rents          $     90,701     $    49,880     $    39,318     $     1,503     $         -
Operating lease rents          $  8,283,008     $   564,816     $ 1,080,792
$ 1,076,920     $ 5,560,480
Commitments                    $  5,065,888     $ 5,065,888     $         -     $         -     $         -



Greystone had a working capital of $2,811,905 as of November 30, 2022. To
provide for the funding to meet Greystone's operating activities and contractual
obligations as of November 30, 2022, Greystone will have to continue to produce
positive operating results or explore various options including additional
long-term debt and equity financing. However, there is no guarantee that
Greystone will continue to create positive operating results or be able to raise
sufficient capital to meet these obligations.

By notice dated January 9, 2023, the Department of Treasury notified Greystone
of Employee Retention Credits awarded under the CARES Act in the total amount of
approximately $3,270,000 due to Greystone for the quarters ended June 30, 2021
and September 30, 2021. Greystone anticipates the receipt of these funds during
its fiscal third quarter 2023, and plans to use the funds to improve its working
capital, reduce debt, and cover portions of our unfinanced commitments.

As of November 30, 2022, Greystone had commitments for capital expenditures of approximately $5.0 million of which $3.5 million is available under the advancing term loan with IBC, see Note 6 to the consolidated financial statements.



17





A substantial amount of the Greystone's debt financing has resulted primarily
from bank notes which are guaranteed by certain officers and directors of
Greystone and from loans provided by certain officers and directors of
Greystone. Greystone continues to be dependent upon its officers and directors
to provide and/or secure additional financing and there is no assurance that its
officers and directors will continue to do so. As such, there is no assurance
that funding will be available for Greystone to continue operations.

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

Forward Looking Statements and Material Risks


This Quarterly Report on Form 10-Q includes certain statements that may be
deemed "forward-looking statements" within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. These forward-looking statements are made in reliance
on the safe harbor protections provided under the Private Securities Litigation
Reform Act of 1995. All statements, other than statements of historical fact,
that address activities, events or developments that Greystone expects, believes
or anticipates will or may occur in the future, including decreased costs,
securing financing, the profitability of Greystone, potential sales of pallets
or other possible business developments, are forward-looking statements. Such
statements are subject to a number of assumptions, risks and uncertainties. The
forward-looking statements contained in this Quarterly Report on Form 10-Q could
be affected by any of the following factors: Greystone's prospects could be
affected by changes in availability of raw materials, competition, rapid
technological change and new legislation regarding environmental matters;
Greystone may not be able to secure additional financing necessary to sustain
and grow its operations; and a material portion of Greystone's business is and
will be dependent upon a few large customers and there is no assurance that
Greystone will be able to retain such customers. These risks and other risks
that could affect Greystone's business are more fully described in Greystone's
Form 10-K for the fiscal year ended May 31, 2022, which was filed on August 19,
2022. Actual results may vary materially from the forward-looking statements.
Greystone undertakes no duty to update any of the forward-looking statements
contained in this Quarterly Report on Form 10-Q.

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