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



References to fiscal year 2023 refer to the nine months and three months ended
February 28, 2023. References to fiscal year 2022 refer to the nine months and
three months ended February 28, 2022.



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, contract sales personnel and its
President and other employees.



Personnel


Greystone had full-time-equivalents of approximately 189 and 239 full-time employees and 56 and 80 temporary employees as of February 28, 2023 and 2022, respectively. Full-time equivalent is a measure based on time worked.

Nine Months Ended February 28, 2023 Compared to Nine Months Ended February 28, 2022





Sales



Sales for fiscal year 2023 were $44,633,542 compared to $53,069,648 in fiscal
year 2022 for a decrease of $8,436,106, or 15.9%. The number of pallets sold in
fiscal year 2023 decreased by about 24% from the prior period primarily related
to sales to two principal customers. However, the average price per pallet sold
in fiscal year 2023 increased by about 10% from the prior period. Sales to these
two customers may vary by period and the decrease in fiscal year 2023 is not
considered indicative of future sales therein.



Greystone had three customers which accounted for approximately 71% and 74% of
sales in fiscal years 2023 and 2022, respectively. Greystone is not able to
predict the future needs of these principal 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 $38,590,544, or 86% of sales, compared to
$47,914,061, or 90% of sales, in fiscal year 2022. The decrease in the ratio of
cost of sales to sales in fiscal year 2023 was primarily the result of declines
in the cost of raw material coupled with increases in the average price per
pallet sold. Management continues to strive for additional reductions in the
cost to produce pallets due to anticipated savings from scheduled increases in
the capacity for internally refining unprocessed recycled plastic. While
production decreases during fiscal year 2023 adversely affected the cost to
produce pallets because of Greystone's inflexible fixed costs, management
believes that increases in pallet production will assist in further decreases in
production costs.


Selling, General and Administrative Expenses


Selling, general and administrative expenses were $3,918,205 in fiscal year 2023
compared to $4,033,483 in fiscal year 2022 for a decrease of $115,278. Legal
fees decreased by approximately $501,000 from fiscal year 2022 as a result of
settlement of an arbitration dispute. However, the decrease in legal expenses
was somewhat offset by increases in personnel costs during fiscal year 2023.



Other Income (Expenses)



During fiscal year 2023, Greystone received $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"). Also
in fiscal year 2023, Greystone recognized a gain of $569,997 upon the
deconsolidation GRE, a variable interest entity GRE.



During fiscal year 2022, a gain was recognized on the forgiveness of debt plus accrued interest in the amount of $3,068,497 from the Paycheck Protection Program loan under the CARES Act.





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Other income in fiscal year 2023 of $189,914 resulted primarily from interest
income related to the payment of the ERC award. Other income in fiscal year 2022
of $35,731 was primarily from gain on sale of equipment and scrap sales.



Interest expense was $821,138 in fiscal year 2023 compared to $631,115 in fiscal year 2022 for an increase of $190,023. Increases in the U.S. prime rate of interest was the primary cause of the increase.





Provision for Income Taxes



The provision for income taxes was $452,000 and $99,000 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 $4,881,990 in fiscal year 2023 compared to $3,496,217 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 $4,471,124, or $0.16
per share, compared $3,044,535, or $0.11 per share, in fiscal year 2022
primarily for the reasons discussed above.



Three Months Ended February 28, 2023 Compared to Three Months Ended February 28, 2022





Sales



Sales for fiscal year 2023 were $13,578,269 compared to $22,450,682 in fiscal
year 2022 for a decrease of $8,872,413, or 39.5%. The number of pallets sold in
fiscal year 2023 decreased approximately 41% from fiscal year 2022 primarily
related to sales to two principal customers. However, the average price per
pallet sold in fiscal year 2023 increased by about 3% from the comparable prior
period. Sales to these two customers may vary by period and the decrease in
fiscal year 2023 is not considered indicative of future sales therein.



Greystone had three customers which accounted for approximately 65% and 71% of
sales in fiscal years 2023 and 2022, respectively. Greystone is not able to
predict the future needs of these principal 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 $11,220,791, or 83% of sales, compared to
$19,734,155, or 88% of sales, in fiscal year 2022. The decrease in the ratio of
cost of sales to sales in fiscal year 2023 was primarily the result of declines
in the cost of raw material coupled with increases in the average price per
pallet sold. Management continues to strive for additional reductions in the
cost to produce pallets due to anticipated savings from scheduled increases in
the capacity for internally refining unprocessed recycled plastic.



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Selling, General and Administrative Expenses


Selling, general and administrative expenses were $1,606,626 in fiscal year 2023
compared to $1,680,979 in fiscal year 2022 for a decrease of $74,353. Legal fees
decreased by approximately $297,000 from fiscal year 2022 as a result of the
settlement of an arbitration dispute. However, the decrease in legal expenses
was somewhat offset by increases in personnel costs during fiscal year 2023.



Other Income (Expenses)



During fiscal year 2023, Greystone received $3,270,424 from the Department of
Treasury for claims filed pursuant to the Employee Retention Credits ("ERC")
under the CARES Act.


Other income in fiscal year 2023 of $183,596 primarily related to interest income received upon the payment of the ERC award. Oher income of $3,688 in fiscal year 2022 was primarily from scrap sales.

Interest expense was $313,376 in fiscal year 2023 compared to $201,992 in fiscal year 2022 for an increase of $111,384. Increases in the U.S. prime rate of interest was the primary cause of the increase.





Provision for Income Taxes



The provision for income taxes was $196,000 and $234,000 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.



Net Income


Greystone recorded net income of $3,695,496 in fiscal year 2023 compared to $603,244 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 $3,562,996, or $0.13
per share, compared $452,458, or $0.02 per share, in fiscal year 2022 primarily
for the reasons discussed above.



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Liquidity and Capital Resources

A summary of cash flows for the nine months ended February 28, 2023, is as follows:

Cash provided by operating activities $ 406,583

Cash used in investing activities $ (3,203,993 )

Cash provided by financing activities $ 530,779






The cash provided by operating activities was impacted by the utilization of
approximately $5.3 million of customer deposits during the current fiscal year.
The cash provided by financing operations included new term loans of
approximately $8.7 million for the acquisition of equipment and approximately
$1.7 in capital provided by the non-controlling interest to pay off the mortgage
loan of GRE.


The contractual obligations of Greystone are as follows:





                                             Less than
                              Total           1 year         1-3 years       4-5 years      Thereafter

Long-term debt             $ 14,836,974     $ 2,217,304     $ 7,615,931     $ 4,476,510     $   527,229
Financing lease rents      $     72,436     $    42,185     $    30,251     $         -     $         -
Operating lease rents      $  8,143,459     $   561,947     $ 1,077,612
$ 1,083,610     $ 5,420,290
Commitments                $  5,317,935     $ 5,317,935     $         -     $         -     $         -




Greystone had a working capital of $3,996,298 as of February 28, 2023. To
provide for the funding to meet Greystone's operating activities and contractual
obligations as of February 28, 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.



By notice dated March 27, 2023, the Department of Treasury notified Greystone of
Employee Retention Credits awarded under the CARES Act in the total amount of
approximately $1,641,000 due to Greystone for the quarter ended March 31, 2021.
Greystone anticipates the receipt of these funds during its fiscal fourth
quarter 2023 and plans to use the funds to improve its working capital, reduce
debt, and cover portions of our unfinanced commitments.



As of February 28, 2023, Greystone had commitments for capital expenditures of
approximately $5.3 million of which approximately $3.5 million is available
under the advancing term loan with IBC, see Note 6 to the consolidated financial
statements.



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.



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Forward Looking Statements and Material Risks


This Quarterly Report on Form 10-Q includes certain statements that may be
deemed "forward-looking statements" within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. These forward-looking statements are made in reliance
on the safe harbor protections provided under the Private Securities Litigation
Reform Act of 1995. All statements, other than statements of historical fact,
that address activities, events or developments that Greystone expects, believes
or anticipates will or may occur in the future, including decreased costs,
timing of manufacturing enhancements, securing financing, the profitability of
Greystone, potential sales of pallets or other possible business developments,
are forward-looking statements. Such statements are subject to a number of
assumptions, risks and uncertainties. The forward-looking statements contained
in this Quarterly Report on Form 10-Q could be affected by any of the following
factors: Greystone's prospects could be affected by changes in availability of
raw materials, competition, rapid technological change and new legislation
regarding environmental matters; Greystone may not be able to secure additional
financing necessary to sustain and grow its operations; and a material portion
of Greystone's business is and will be dependent upon a few large customers and
there is no assurance that Greystone will be able to retain such customers.
These risks and other risks that could affect Greystone's business are more
fully described in Greystone's Amended Form 10-K for the fiscal year ended May
31, 2022, which was filed on August 23, 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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