Download to XLS

Document and Entity Information

v2.4.0.6
Document and Entity Information
3 Months Ended
Nov. 30, 2012
Jan. 10, 2013
Document and Entity Information [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Period End Date Nov. 30, 2012  
Document Fiscal Year Focus 2013  
Document Fiscal Period Focus Q2  
Entity Registrant Name GREYSTONE LOGISTICS, INC.  
Entity Central Index Key 0001088413  
Current Fiscal Year End Date --05-31  
Entity Filer Category Smaller Reporting Company  
Entity Common Stock, Shares Outstanding   26,111,201

Consolidated Balance Sheets (Unaudited)

v2.4.0.6
Consolidated Balance Sheets (Unaudited) (USD $)
Nov. 30, 2012
May 31, 2012
Current Assets:    
Cash $ 313,300 $ 194,400
Accounts receivable, net of allowance of $50,000 1,720,683 2,715,893
Accounts receivable - related party 842,441 0
Inventory 1,133,562 956,638
Prepaid expenses and other 168,796 45,090
Total Current Assets 4,178,782 3,912,021
Property, Plant and Equipment 15,414,237 15,134,061
Less: Accumulated Depreciation (7,988,371) (7,335,883)
Property, Plant and Equipment, net 7,425,866 7,798,178
Deferred Tax Asset 804,300 585,000
Other Assets 75,786 86,454
Total Assets 12,484,734 12,381,653
Current Liabilities:    
Current portion of long-term debt 1,285,911 1,286,312
Preferred dividends payable 3,088,834 2,924,108
Accounts payable and accrued expenses 2,109,309 2,581,787
Accounts payable and accrued expenses - related parties 1,417,001 1,285,714
Total Current Liabilities 7,901,055 8,077,921
Long-Term Debt, net of current portion 10,119,060 10,757,561
Deficit:    
Preferred stock; $0.0001 par value; $5,000,000 liquidation preference; 20,750,000 shares authorized; 50,000 shares issued and outstanding 5 5
Common stock; $0.0001 par value; 5,000,000,000 shares authorized; 26,111,201 shares outstanding 2,611 2,611
Additional paid-in capital 53,116,005 53,089,293
Accumulated deficit (59,751,535) (60,586,143)
Total Greystone Stockholders’ Deficit (6,632,914) (7,494,234)
Non-controlling interests 1,097,533 1,040,405
Total Deficit (5,535,381) (6,453,829)
Total Liabilities and Deficit $ 12,484,734 $ 12,381,653

Consolidated Balance Sheets (Unaudited) (Parenthetical)

v2.4.0.6
Consolidated Balance Sheets (Unaudited) (Parenthetical) (USD $)
Nov. 30, 2012
May 31, 2012
Current Assets:    
Allowance for doubtful accounts $ 50,000 $ 50,000
Deficit:    
Preferred stock, par value $ 0.0001 $ 0.0001
Preferred stock authorized shares 20,750,000 20,750,000
Preferred stock shares issued 50,000 50,000
Preferred stock shares outstanding 50,000 50,000
Common stock, par value $ 0.0001 $ 0.0001
Common stock authorized shares 5,000,000,000 5,000,000,000
Common stock shares issued 26,111,201 26,111,201
Common stock shares outstanding 26,111,201 26,111,201

Consolidated Statements of Income (Unaudited)

v2.4.0.6
Consolidated Statements of Income (Unaudited) (USD $)
3 Months Ended 6 Months Ended
Nov. 30, 2012
Nov. 30, 2011
Nov. 30, 2012
Nov. 30, 2011
Sales $ 5,059,118 $ 6,213,501 $ 12,187,984 $ 11,997,125
Cost of Sales 4,175,786 5,140,878 9,779,803 9,860,901
Gross Profit 883,332 1,072,623 2,408,181 2,136,224
General, Selling and Administrative Expenses 542,444 487,358 1,101,083 899,345
Operating Income 340,888 585,265 1,307,098 1,236,879
Other Income (Expense):        
Other Income (Expense) (3,500) (3,891) 6,500 (6,841)
Interest Expense (210,511) (212,544) (419,354) (478,897)
Total Other Expense, net (214,011) (216,435) (412,854) (485,738)
Income Before Income Taxes 126,877 368,830 894,244 751,141
Benefit From Income Taxes 9,900 0 209,300 0
Net Income 136,777 368,830 1,103,544 751,141
Income Attributable to Variable Interest Entities, net (52,256) (50,555) (104,210) (46,180)
Preferred Dividends (81,918) (81,027) (164,726) (81,027)
Net income available to common stockholders: $ 2,603 $ 237,248 $ 834,608 $ 623,934
Income Available to Common Stockholders:        
Earnings per share: Basic $ 0.00 $ 0.01 $ 0.03 $ 0.02
Earnings per share: Diluted $ 0.00 $ 0.01 $ 0.03 $ 0.02
Weighted-average shares outstanding: Basic 26,111,201 26,111,201 26,111,201 26,111,201
Weighted-average shares outstanding: Diluted shares 27,447,565 26,111,201 27,241,970 26,111,201

Consolidated Statements of Cash Flows (Unaudited)

v2.4.0.6
Consolidated Statements of Cash Flows (Unaudited) (USD $)
6 Months Ended
Nov. 30, 2012
Nov. 30, 2011
Cash Flows from Operating Activities:    
Net income $ 1,103,544 $ 751,141
Adjustments to reconcile net income to net cash provided by operating activities:    
Depreciation and amortization 659,013 581,168
Deferred income taxes (219,300) 0
Stock-based compensation 26,712 0
Changes in receivables 152,769 276,067
Changes in inventory (176,924) (738,400)
Changes in prepaid expenses and other (123,706) (24,662)
Changes in other assets 4,143 (4,479)
Changes in accounts payable and accrued expenses (341,191) 664,152
Net cash provided by operating activities 1,085,060 1,504,987
Cash Flows from Investing Activities:    
Purchase of property and equipment (280,176) (337,731)
Cash Flows from Financing Activities:    
Payments on long-term debt and capitalized leases (638,902) (721,998)
Payments on advances from related party 0 (59,000)
Capital contributions to variable interest entity 0 75,000
Distributions by variable interest entity (47,082) (31,780)
Net cash used in financing activities (685,984) (737,778)
Net Increase in Cash 118,900 429,478
Cash, beginning of period 194,400 169,420
Cash, end of period 313,300 598,898
Non-Cash Activities:    
Acquisition of equipment by capital lease 0 563,026
Preferred dividend accrual 164,726 81,027
Net decrease in liabilities due to deconsolidation of VIE 0 990,378
Supplemental Information:    
Interest paid $ 219,921 $ 278,413

Basis of Financial Statements

v2.4.0.6
Basis of Financial Statements
6 Months Ended
Nov. 30, 2012
Basis of Financial Statements

Note 1.      Basis of Financial Statements

 

            In the opinion of Greystone Logistics, Inc. (“Greystone”), the accompanying unaudited consolidated financial statements contain all adjustments and reclassifications, which are of a normal recurring nature, necessary to present fairly its financial position as of November 30, 2012, and the results of its operations for the six-month and three-month periods ended November 30, 2012 and 2011 and its cash flows for the six-month periods ended November 30, 2012 and 2011.  These consolidated financial statements should be read in conjunction with the consolidated financial statements as of and for the fiscal year ended May 31, 2012 and the notes thereto included in Greystone’s Form 10-K for such period. The results of operations for the six-month and three-month periods ended November 30, 2012 and 2011 are not necessarily indicative of the results to be expected for the full fiscal year.

 

The consolidated financial statements of Greystone include its wholly-owned subsidiaries,  Greystone Manufacturing, L.L.C. (“GSM”) and Plastic Pallet Production, Inc. (“PPP”), and its variable interest entities, Greystone Real Estate, L.L.C. (“GRE”) and GLOG Investments, L.L.C. (“GLOG”), except that GLOG was deconsolidated effective September 1, 2011.  GRE owns two buildings located in Bettendorf, Iowa which are leased to GSM. 

 

Earnings Per Share

v2.4.0.6
Earnings Per Share
6 Months Ended
Nov. 30, 2012
Earnings Per Share

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 available to common stockholders by the weighted-average shares outstanding during the period. Diluted earnings per share is calculated by dividing net income available to common stockholders by the weighted-average number of common shares used in the basic earnings per share calculation plus the number of common shares that would be issued assuming exercise or conversion of all potentially dilutive common shares outstanding.

 

Greystone excludes equity instruments from the calculation of diluted earnings per share if the effect of including such instruments is anti-dilutive.  Equity instruments which have been excluded are certain options to purchase common stock totaling 350,000 and 1,940,000 shares for the six and three months ended November 30, 2012 and 2011, respectively, and convertible preferred stock which is convertible into 3,333,334 shares of common stock for both the six months and three months ended November 30, 2012, and 2011.

 

The following table sets forth the computation of basic and diluted earnings per share for the six and three months ended November 30, 2012 and 2011:

 

2012

2011

For the Six Months Ended November 30:

Numerator:

Net income available to common stockholders:

 $       834,608

 $      623,934

Denominator:

Weighted-average shares outstanding:

Basic

     26,111,201

    26,111,201

Incremental shares from assumed conversion of options

       1,130,769

                     -

Diluted shares

     27,241,970

    26,111,201

Earnings per share:

For the Six Months Then Ended

Basic

 $             0.03

 $            0.02

Diluted

 $             0.03

 $            0.02

For the Three Months ended November 30:

Numerator:

Net income available to common stockholders:

 $           2,603

 $      237,248

Denominator:

Weighted-average shares outstanding:

     26,111,201

    26,111,201

Basic

Incremental shares from assumed conversion of options

       1,336,364

                     -

Diluted shares

     27,447,565

    26,111,201

Earnings per share:

For the  Three Months Then Ended:

Basic

 $             0.00

 $            0.01

Diluted

 $             0.00

 $            0.01

 

 

Inventory

v2.4.0.6
Inventory
6 Months Ended
Nov. 30, 2012
Inventory

Note 3.   Inventory

               Inventory consists of the following:

                       

 November 30,

 May 31,

2012

2012

Raw materials

 $        710,904

 $        593,225

Finished goods

           422,658

           363,413

Total inventory

 $     1,133,562

 $        956,638

 

Related Party Receivable

v2.4.0.6
Related Party Receivable
6 Months Ended
Nov. 30, 2012
Related Party Receivable

Note 4.               Related Party Receivable

 

            Yorktown Management & Financial Services, LLC (“Yorktown”), an entity wholly owned by Greystone’s CEO and President, owns certain equipment that Greystone uses for its pallet and resin production. Greystone pays advances to Yorktown in recognition of the amounts owed pursuant to certain agreements.  As of November 30, 2012, net advances to Yorktown totaled $2,878,240.  Mr. Kruger has agreed that, if necessary, the amounts due Greystone should be offset against the amounts that Greystone owes him or Yorktown.  At November 30, 2012, the offset against the net advances is the combined total of (i) the accrued interest of $768,119 payable to Mr. Kruger, (ii) advances payable to Mr. Kruger of $547,680 and (iii) an account payable of $720,000 for deferred compensation payable to Mr. Kruger.

              

Notes Payable

v2.4.0.6
Notes Payable
6 Months Ended
Nov. 30, 2012
Notes Payable

Note 5.   Notes Payable

 

               Notes payable as of November 30, 2012 and May 31, 2012 are as follows:

 

November 30,

May 31,

2012

2012

Note payable to F&M Bank & Trust Company, prime rate of interest not less than 4.5%, due March 13, 2014, monthly principal payments of $72,593 plus interest

 $       4,791,110

 $       5,226,665

Note payable by variable interest entity to F&M Bank & Trust Company, prime rate of interest but not less than 4.75%, dueMarch 15, 2014, monthly installments of $35,512, secured by buildings and land

          3,496,031

          3,623,070

Capitalized lease payable, due August 15, 2016, 5% interest, monthly payments of $10,625 plus $0.50 per pallet for monthly sales in excess of 12,500

             435,152

             481,597

Note payable to BancFirst, prime rate of interest plus 1%, paid June 2012

                        -

                 8,047

Note payable to Robert Rosene, 7.5% interest, due January 15, 2014

          2,066,000

          2,066,000

Note payable to Warren Kruger, 7.5% interest, due January 15, 2014

             527,716

             527,716

Other notes payable

               88,962

             110,778

        11,404,971

        12,043,873

Less: Current portion

          1,285,911

          1,286,312

Long-term Debt

 $     10,119,060

 $     10,757,561

 

Greystone, GSM, GRE, Warren F. Kruger, President and CEO, and Robert B. Rosene, Jr., a director, are parties to a loan agreement dated as of March 4, 2005, as amended, with F&M Bank & Trust Company (“F&M”).  The amended loan agreement (a) includes cross-collateralization and cross-default provisions among property and debts of GSM and GRE, an entity owned by Messrs. Kruger and Rosene, and Messrs. Kruger and Rosene, as owners of Greystone’s Series 2003 Preferred Stock (debt in the amount of approximately $3,400,000 owed by Messrs. Kruger and Rosene to F&M is collateralized by the preferred stock), (b) contains certain financial covenants, and (c) restricts the payments of dividends. Greystone’s note payable to F&M is secured by Greystone’s cash, accounts receivable, inventory and equipment.

 

Fair Value of Financial Instruments

v2.4.0.6
Fair Value of Financial Instruments
6 Months Ended
Nov. 30, 2012
Fair Value of Financial Instruments

Note 6.   Fair Value of Financial Instruments

                                             

The following methods and assumptions are used in estimating the fair-value disclosures for financial instruments:

 

Long-Term Debt: The carrying amount of loans with floating rates of interest approximate fair value.  Fixed rate loans are valued based on cash flows using estimated rates of comparable loans.  The carrying amounts reported in the balance sheet approximate fair value.

 

Risks and Uncertainties

v2.4.0.6
Risks and Uncertainties
6 Months Ended
Nov. 30, 2012
Risks and Uncertainties

Note 7.   Risks and Uncertainties

 

Greystone derives a substantial portion of its revenue from a national brewer.  This customer accounted for approximately 74% and 75% of Greystone’s pallet sales and 65% and 61% of Greystone’s total sales for the six months ended November 30, 2012 and 2011, respectively.  Greystone’s recycled plastic pallets are approved for use by the customer and, at the current time, are the only plastic pallets used by the customer for shipping products. There is no assurance that Greystone will retain this customer’s business at the same level, or at all.  The loss of a material amount of business from this customer could have a material adverse effect on Greystone.

 

            Warren F. Kruger, President and CEO, Robert B. Rosene, Jr., a Greystone director, have provided financing and guarantees on Greystone’s bank debt.  As of November 30, 2012, Greystone is indebted to Mr. Kruger in the amount of $527,716 for a note payable and to Mr. Rosene in the amount of $3,482,987 for a note payable and related accrued interest.  Effective January 15, 2012, Messrs. Kruger and Rosene agreed to a two year extension on the debt.  There is no assurance that these individuals will continue to provide extensions in the future.

 

             See Note 5 for a discussion of the cross-default and cross-collateralization provisions contained in the loan agreement dated as of March 4, 2005, as amended, with F&M.

 

Earnings Per Share (Tables)

v2.4.0.6
Earnings Per Share (Tables)
6 Months Ended
Nov. 30, 2012
The following table sets forth

The following table sets forth the computation of basic and diluted earnings per share for the six and three months ended November 30, 2012 and 2011:

 

2012

2011

For the Six Months Ended November 30:

Numerator:

Net income available to common stockholders:

 $       834,608

 $      623,934

Denominator:

Weighted-average shares outstanding:

Basic

     26,111,201

    26,111,201

Incremental shares from assumed conversion of options

       1,130,769

                     -

Diluted shares

     27,241,970

    26,111,201

Earnings per share:

For the Six Months Then Ended

Basic

 $             0.03

 $            0.02

Diluted

 $             0.03

 $            0.02

For the Three Months ended November 30:

Numerator:

Net income available to common stockholders:

 $           2,603

 $      237,248

Denominator:

Weighted-average shares outstanding:

     26,111,201

    26,111,201

Basic

Incremental shares from assumed conversion of options

       1,336,364

                     -

Diluted shares

     27,447,565

    26,111,201

Earnings per share:

For the  Three Months Then Ended:

Basic

 $             0.00

 $            0.01

Diluted

 $             0.00

 $            0.01

Inventory (Tables)

v2.4.0.6
Inventory (Tables)
6 Months Ended
Nov. 30, 2012
Inventory

               Inventory consists of the following:

                       

 November 30,

 May 31,

2012

2012

Raw materials

 $        710,904

 $        593,225

Finished goods

           422,658

           363,413

Total inventory

 $     1,133,562

 $        956,638

Notes Payable (Tables)

v2.4.0.6
Notes Payable (Tables)
6 Months Ended
Nov. 30, 2012
Notes Payable

               Notes payable as of November 30, 2012 and May 31, 2012 are as follows:

 

November 30,

May 31,

2012

2012

Note payable to F&M Bank & Trust Company, prime rate of interest not less than 4.5%, due March 13, 2014, monthly principal payments of $72,593 plus interest

 $       4,791,110

 $       5,226,665

Note payable by variable interest entity to F&M Bank & Trust Company, prime rate of interest but not less than 4.75%, dueMarch 15, 2014, monthly installments of $35,512, secured by buildings and land

          3,496,031

          3,623,070

Capitalized lease payable, due August 15, 2016, 5% interest, monthly payments of $10,625 plus $0.50 per pallet for monthly sales in excess of 12,500

             435,152

             481,597

Note payable to BancFirst, prime rate of interest plus 1%, paid June 2012

                        -

                 8,047

Note payable to Robert Rosene, 7.5% interest, due January 15, 2014

          2,066,000

          2,066,000

Note payable to Warren Kruger, 7.5% interest, due January 15, 2014

             527,716

             527,716

Other notes payable

               88,962

             110,778

        11,404,971

        12,043,873

Less: Current portion

          1,285,911

          1,286,312

Long-term Debt

 $     10,119,060

 $     10,757,561

Earnings Per Share (Details 1)

v2.4.0.6
Earnings Per Share (Details 1) (USD $)
3 Months Ended 6 Months Ended
Nov. 30, 2012
Nov. 30, 2011
Nov. 30, 2012
Nov. 30, 2011
Numerator:        
Net income available to common stockholders: $ 2,603 $ 237,248 $ 834,608 $ 623,934
Denominator:        
Weighted-average shares outstanding: Basic 26,111,201 26,111,201 26,111,201 26,111,201
Weighted-average shares outstanding: Incremental shares from assumed conversion of options 1,336,364   1,130,769  
Weighted-average shares outstanding: Diluted shares 27,447,565 26,111,201 27,241,970 26,111,201
Earnings per share: Basic $ 0.00 $ 0.01 $ 0.03 $ 0.02
Earnings per share: Diluted $ 0.00 $ 0.01 $ 0.03 $ 0.02

Earnings Per Share (Details Text)

v2.4.0.6
Earnings Per Share (Details Text)
3 Months Ended 6 Months Ended
Nov. 30, 2012
Nov. 30, 2011
Nov. 30, 2012
Nov. 30, 2011
Convertible Preferred Stock
       
Antidilutive Securities 3,333,334 3,333,334 3,333,334 3,333,334
Call Option
       
Antidilutive Securities 1,940,000 350,000 1,940,000 350,000

Inventory (Details 1)

v2.4.0.6
Inventory (Details 1) (USD $)
Nov. 30, 2012
May 31, 2012
Raw materials $ 710,904 $ 593,225
Finished goods 422,658 363,413
Total inventory $ 1,133,562 $ 956,638

Related Party Receivable (Details Text)

v2.4.0.6
Related Party Receivable (Details Text) (USD $)
Nov. 30, 2012
Deferred Compensation Payable $ 720,000
Accrued Interest 768,119
Yorktown Management & Financial Services
 
Advances Payable 2,878,240
Mr. Kruger
 
Advances Payable $ 547,680

Notes Payable (Details 1)

v2.4.0.6
Notes Payable (Details 1) (USD $)
Nov. 30, 2012
May 31, 2012
Note payable $ 527,716  
Other notes payable 88,962 110,778
Total Notes Payable 11,404,971 12,043,873
Less: Current portion 1,285,911 1,286,312
Long-Term Debt, net of current portion 10,119,060 10,757,561
Capitalized lease payable, due August 15, 2016, 5% interest, monthly payments of $10,625 plus $0.50 per pallet for monthly sales in excess of 12,500 435,152 481,597
Note payable to F&M Bank & Trust Company, prime rate of interest not less than 4.5%, due March 13, 2014, monthly principal payments of $72,593 plus interest
   
Note payable 4,791,110 5,226,665
Note payable by variable interest entity to F&M Bank & Trust Company, prime rate of interest but not less than 4.75%, due March 15, 2014, monthly installments of $35,512, secured by buildings and land
   
Note payable 3,496,031 3,623,070
Note payable to BancFirst, prime rate of interest plus 1%, paid June 2012
   
Note payable   8,047
Note payable to Robert Rosene, 7.5% interest, due January 15, 2014
   
Note payable 2,066,000 2,066,000
Note payable to Warren Kruger, 7.5% interest, due January 15, 2014
   
Note payable $ 527,716 $ 527,716

Notes Payable (Details Text)

v2.4.0.6
Notes Payable (Details Text) (USD $)
Nov. 30, 2012
Debt owed by Messrs. Kruger and Rosene to F&M $ 3,400,000

Risks and Uncertainties (Details Text)

v2.4.0.6
Risks and Uncertainties (Details Text) (USD $)
6 Months Ended 18 Months Ended
Nov. 30, 2012
Nov. 30, 2012
Percent of pallet sales to largest customer 74.00% 75.00%
Percent of total sales to largest customer 65.00% 61.00%
Note payable $ 527,716 $ 527,716
Note payable and related accrued interest $ 3,482,987 $ 3,482,987