[X]
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended May 31, 2012
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[ ]
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TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Oklahoma | 75-2954680 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
Title of each class
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Name of each exchange on which registered
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None | None |
PART I
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Item 1.
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Business
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4
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Item 1A.
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Risk Factors
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10 | |
Item 1B.
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Unresolved Staff Comments
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10 | |
Item 2.
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Properties
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10
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Item 3.
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Legal Proceedings
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10
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Item 4. |
Mine Safety Disclosures
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10 | |
PART II
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Item 5.
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Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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11
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Item 6.
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Selected Financial Data
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12 | |
Item 7.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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12
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Item 7A.
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Quantitative and Qualitative Disclosures About Market Risk
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23 | |
Item 8.
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Financial Statements and Supplementary Data
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23
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Item 9.
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Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
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23
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Item 9A.
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Controls and Procedures
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23
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Item 9B.
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Other Information
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25
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PART III
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Item 10.
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Directors, Executive Officers and Corporate Governance
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26
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Item 11.
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Executive Compensation
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29
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Item 12.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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33
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Item 13.
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Certain Relationships and Related Transactions, and Director Independence
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35
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Item 14.
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Principal Accounting Fees and Services
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37
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PART IV
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Item 15.
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Exhibits, Financial Statement Schedules
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38
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Signatures
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43
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Index to Exhibits
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44
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·
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40” X 32” rackable pallet,
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·
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37” X 37” rackable pallet,
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·
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44” X 56” rackable pallet,
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·
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48” X 48” rackable pallet.
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·
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48” X 40” rackable pallet,
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·
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48” X 44” rackable pallet,
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·
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48” X 40” nestable pallet,
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·
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24”X 24” display pallet,
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·
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48”X 40” monoblock (one-piece) pallet,
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·
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48”X 45” stackable pallet,
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·
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Keg pallet, and
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·
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120cm X 100cm nestable pallet.
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·
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Mid-duty(TM) Picture Frame – A picture frame, web-top pallet that utilizes a patented inter-locking design and is produced using a proprietary blend of recycled plastics. It has a rackable capacity of 1,500 lbs., a dynamic load of 5,000 lbs., static load of 25,000 lbs., and weighs 50 lbs.
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·
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Mid-duty(TM) Stackable – A web-top pallet that is produced using a proprietary blend of recycled plastics, has a dynamic load of 5,000 lbs., static load of 7,000 lbs., and weighs 32 lbs.
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·
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Mid-duty(TM) 3-Runner – A web-top pallet that utilizes a patented inter-locking design on a three runner bottom and is produced using a proprietary blend of recycled plastics. It has a rackable load of 1,200 lbs., dynamic load of 5,000 lbs., static load of 12,000 lbs and weighs 41 lbs.
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·
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Mid-duty(TM) Flat Deck – This pallet is the same as the Mid-duty(TM) picture frame, except it has a solid top and weighs 63 lbs.
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·
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500 million new wood pallets
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·
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300 million repaired and used wood pallets
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·
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8.3 million plastic pallets
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·
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5.5 million corrugated paperboard pallets
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·
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1.1 million metal pallets
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·
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44% manufacture new pallets only
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·
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47% manufacture new pallets and recovered use pallets (repair)
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·
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9% manufacture recovered use pallets only
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Pallet Type
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Pallet Size
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Share of Annual
Production (%)
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Grocery
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48 X 40”
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30.0
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Chemical
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42 X 42’
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5.7
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Military
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40 X 48”
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4.0
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Beverage
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36 X 36”
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3.0
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Dairy
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40 X 40”
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3.0
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Quarter Ending
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High
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Low
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Aug. 31, 2010
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$0.16
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$0.10
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Nov. 30, 2010
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0.15
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0.07
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Feb. 28, 2011
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0.12
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0.04
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May 31, 2011
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0.13
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0.07
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Aug. 31, 2011
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0.11
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0.06
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Nov. 30, 2011
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0.12
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0.07
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Feb. 28, 2012
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0.10
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0.04
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May 31, 2012
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0.11
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0.08
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Cash provided by operating activities
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$ | 2,216,549 | ||
Cash used in investing activities
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(801,960 | ) | ||
Cash used in financing activities
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(1,389,609 | ) |
Total
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1 year
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2-3 years
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4-5 years
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Over 5 years | ||||||||||||||
$ | 12,043,873 | $ | 1,286,312 | $ | 7,796,126 | $ | 2,961,435 | $ | — |
(i)
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Greystone lacks the necessary corporate accounting resources to maintain adequate segregation of duties. Reliance on these limited resources impairs Greystone’s ability to provide for proper segregation of duties and the ability to ensure consistently complete and accurate financial reporting, as well as disclosure controls and procedures.
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(ii)
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Greystone, at the parent entity level, has limited resources to ensure that necessary internal controls are implemented and followed throughout the company, including its subsidiaries. Because of this limitation with respect to the ability to allocate sufficient resources to internal controls, material misstatements could occur and remain undetected, implementation of new accounting standards could be hindered and risk assessment and monitoring may not be addressed in a timely manner.
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Holder
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Number of Shares
Underlying Options
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Non-employee board members:
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Robert Rosene
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350,000
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Larry LeBarre
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200,000
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Officers:
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Warren Kruger (also a director)
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500,000
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William Rahhal
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250,000
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Employees:
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Ron Schelhaas
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250,000
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Ron Brockman
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200,000
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William Pritchard
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350,000
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Name
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Position
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Term as Director
Expires
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Warren F. Kruger
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President, Chief Executive Officer and Director
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2013
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Larry LeBarre
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Director
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2013
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Robert B. Rosene, Jr.
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Director
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2013
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William W. Rahhal
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Chief Financial Officer
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N/A
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Name |
Number of
Late Reports
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Number of
Reports Not
Reported on a
Timely Basis
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Number of
Reports
Not Filed
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Warren F. Kruger
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4
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4
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0
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Larry J. LeBarre
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1
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1
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0
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William W. Rahhal
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1
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1
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0
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Name and
Principal Position
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Fiscal Year
Ending May 31,
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Salary
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Bonus
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Option
Awards
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Nonqualified Deferred Compensation Earnings
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Warren F. Kruger,
President and Chief
Executive Officer
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2012
2011
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$120,500
$120,000
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25,000
-0-
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-0-
-0-
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120,000 1
120,000 1
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William W. Rahhal,
Chief Financial Officer
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2012
2011
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$66,000
$52,000
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7,500
-0-
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-0-
-0-
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-0-
-0-
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|||||
Robert Noland
Senior Vice President
through 4/18/2011
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2011
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$112,923
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-0-
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-0-
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-0-
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Name
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Number of Securities Underlying Unexercised
Options –
Exercisable
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Number of Securities Underlying Unexercised Options –
Unexercisable
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Option
Exercise
Price
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Option
Expiration
Date
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Warren F. Kruger
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25,000(a)
150,000(b)
250,000(c)
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-0-
-0-
-0-
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$1.60
$0.55
$0.40
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6/26/2012
4/1/2013
2/28/2014
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||||
William W. Rahhal
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100,000(b)
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-0-
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$0.55
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4/1/2013
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(a)
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The options became exercisable at the rate of 25% of the total shares subject to the option on each of the first four anniversary dates from the date of the grant, which was June 26, 2002.
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(b)
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The options became exercisable at the rate of 25% of the total shares subject to the option on each of the first four anniversary dates from the date of the grant, which was April 1, 2003.
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(c)
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The options became exercisable at the rate of 25% of the total shares subject to the option on each of the first four anniversary dates from the date of the grant, which was February 28, 2004.
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(a)
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(b)
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(c)
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Plan Category
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Number of securities to be
issued upon exercise
of outstanding options,
warrants and rights
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Weighted-average
exercise price of
outstanding options,
warrants and rights
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Number of securities remaining
available for future issuance
under equity compensation
plans (excluding securities
reflected in column (a))
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Equity compensation plans approved by security holders
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1,400,000
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$0.53
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1,075,000
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Equity compensation plans not approved by security holders
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-0-
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N/A
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-0-
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Total
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1,400,000
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$0.53
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1,075,000
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Name and Address of
Beneficial Owner
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Amount and Nature of
Beneficial Owner(1)
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Percent of Class(2)
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Warren F. Kruger
Chairman, President and CEO
1613 East 15th Street
Tulsa, OK 74120
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8,489,415(3)
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30.10%
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William W. Rahhal
Chief Financial Officer
1613 East 15th Street
Tulsa, OK 74120
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152,883(4)
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0.58%
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Robert B. Rosene, Jr.
Director
1323 E. 71st Street, Suite 300
Tulsa, OK 74136
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4,585,718(5)
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16.45%
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Larry J. LeBarre
Director
7518 Middlewood Street
Houston, TX 77063
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1,203,991(6)
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4.61%
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William Pritchard
1437 S. Boulder
Tulsa, OK 74119
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1,386,029(7)
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5.24%
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All Directors & Officers as a Group (4 persons)
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14,432,007(8)
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48.00%
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(1)
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The number of shares beneficially owned by each holder is calculated in accordance with the rules of the Commission, which provide that each holder shall be deemed to be a beneficial owner of a security if that holder has the right to acquire beneficial ownership of the security within 60 days through options, warrants or the conversion of another security; provided, however, if such holder acquires any such rights in connection with or as a participant in any transaction with the effect of changing or influencing control of the issuer, then immediately upon such acquisition, the holder will be deemed to be the beneficial owner of the securities. The number the shares of common stock beneficially owned by each holder includes common stock directly owned by such holder and the
number of shares of common stock such holder has the right to acquire upon the conversion of 2003 preferred stock and/or upon the exercise of certain options or warrants.
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(2)
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The percentage ownership for each holder is calculated in accordance with the rules of the Commission, which provide that any shares a holder is deemed to beneficially own by virtue of having a right to acquire shares upon the conversion of warrants, options or other rights, or upon the conversion of preferred stock or other rights are considered outstanding solely for purposes of calculating such holder's percentage ownership.
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(3)
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The total includes: (i) 6,371,948 shares of common stock beneficially owned directly by Warren Kruger; (ii) 19,000 shares held of record by Yorktown; (iii) 425,000 shares of common stock that Warren Kruger directly has the right to acquire in connection with options; (iv) 6,800 shares of common stock that Warren Kruger holds as custodian for minor children; and (v) 1,666,667 shares that Warren Kruger has the right to acquire upon conversion of the 2003 preferred stock.
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(4)
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The total includes: (i) 52,883 shares of common stock that William Rahhal which owns as a joint tenant and (ii) 100,000 shares of common stock that Mr. Rahhal has the right to acquire in connection with options.
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(5)
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The total includes: (i) 2,770,951 shares of common stock beneficially owned directly by Robert Rosene; (ii) 48,100 shares of common stock held of record by RMP Operating Co., (iii) 100,000 shares of common stock that Robert Rosene has the right to acquire with options; and (iv) 1,666,667 shares that Robert Rosene has the right to acquire upon conversion of the 2003 preferred stock.
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(6)
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The total includes 1,203,991 shares of common stock beneficially owned directly by Larry LeBarre.
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(7)
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The total includes: (i) 1,061,029 shares of common stock beneficially owned directly by William Pritchard; and (ii) 325,000 shares of common stock that William Pritchard has the right to acquire with options.
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(8)
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The total includes: (i) 10,473,673 outstanding shares; (ii) 625,000 shares issuable upon exercise of vested stock options; (iii) 1,666,667 shares that Mr. Kruger has the right to acquire upon conversion of the 2003 preferred stock; and (iv) 1,666,667 shares that Mr. Rosene has the right to acquire upon conversion of the 2003 preferred stock.
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Item 13.
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Certain Relationships and Related Transactions, and Director Independence
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Fee Category
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Fiscal 2012 Fees
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Fiscal 2011 Fees
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Audit Fees(1)
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$ | 113,000 | $ | 92,000 | ||||
Audit-Related Fees
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0 | 0 | ||||||
Tax Fees
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0 | 0 | ||||||
All Other Fees
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0 | 0 | ||||||
Total Fees
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$ | 113,000 | $ | 92,000 |
Item 15.
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Exhibits, Financial Statement Schedules.
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(a)
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(1) Consolidated Financial Statements
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Exhibit No.
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Description
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2.1
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Certificate of Ownership and Merger Merging PalWeb Corporation, a Delaware corporation, into PalWeb Oklahoma Corporation, an Oklahoma corporation, filed with the Delaware Secretary of State on May 2, 2002 (incorporated herein by reference to Exhibit 2.1 of Greystone's Form 8-K12G3 dated May 2, 2002, which was filed with the SEC on May 24, 2002).
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2.2
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Certificate of Ownership and Merger Merging PalWeb Corporation, a Delaware corporation, into PalWeb Oklahoma Corporation, an Oklahoma corporation, filed with the Oklahoma Secretary of State on May 2, 2002 (incorporated herein by reference to Exhibit 2.2 of Greystone's Form 8-K12G3 dated May 2, 2002, which was filed with the SEC on May 24, 2002).
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3.1
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Certificate of Incorporation of PalWeb Oklahoma Corporation filed with the Oklahoma Secretary of State on May 2, 2002 (incorporated herein by reference to Exhibit 3.1 of Greystone's Form 8-K12G3 dated May 2, 2002, which was filed with the SEC on May 24, 2002).
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3.2
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Bylaws of PalWeb Oklahoma Corporation as adopted on May 2, 2002 (incorporated herein by reference to Exhibit 3.2 of Greystone's Form 8-K12G3 dated May 2, 2002, which was filed with the SEC on May 24, 2002).
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Exhibit No.
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Description
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4.1
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Certificate of Incorporation of PalWeb Oklahoma Corporation filed with the Oklahoma Secretary of State on May 2, 2002 (included in Exhibit 3.1).
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4.2
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Certificate of the Designation, Preferences, Rights and Limitations of PalWeb Corporation's Series 2003 Cumulative Convertible Senior Preferred Stock (incorporated herein by reference to Exhibit 4.1 of Greystone's Form 8-K dated September 8, 2003, which was filed with the SEC on September 23, 2003).
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4.3
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Certificate of Ownership and Merger Merging Greystone Logistics, Inc., into PalWeb Corporation filed with the Oklahoma Secretary of State on March 18, 2005 (incorporated herein by reference to Exhibit 4.1 of Greystone's Form 8-K dated March 18, 2005, which was filed with the SEC on March 24, 2005).
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10.1**
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Form of Indemnity Agreement between Members of the Board of Directors and PalWeb Corporation (incorporated herein by reference to Exhibit 10.30 of Greystone's Form 10-KSB for the Fiscal Year Ended May 31, 2002, which was filed with the SEC on September 13, 2002).
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10.2**
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Indemnity Agreement by and between The Union Group, Inc., and Cabec Energy Corp. dated August 31, 1998 (incorporated herein by reference to Exhibit 10.6 of Amendment No. 3 to Greystone's Form 10-KSB, which was filed on May 2, 2000).
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10.3**
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Amended and Restated Stock Option Plan (incorporated herein by reference to Exhibit 10.32 of Greystone's Form 10-KSB for the Fiscal Year Ended May 31, 2002, which was filed with the SEC on September 13, 2002).
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10.4**
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Form of Non-Qualified Stock Option Agreement (incorporated herein by reference to Exhibit 99.8 of Greystone's Form 10-KSB for the Fiscal Year Ended May 31, 2001, which was filed with the SEC on September 13, 2001).
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10.5**
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Form of Incentive Stock Option Agreement (incorporated herein by reference to Exhibit 99.9 of Greystone's Form 10-KSB for the Fiscal Year Ended May 31, 2001, which was filed with the SEC on September 13, 2001).
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10.6**
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Form of Nonemployee Director Stock Option Agreement (incorporated herein by reference to Exhibit 99.10 of Greystone's Form 10-KSB for the Fiscal Year Ended May 31, 2001, which was filed with the SEC on September 13, 2001).
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Exhibit No.
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Description
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10.7 **
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Form of Employee Director Incentive Stock Option Agreement (incorporated herein by reference to Exhibit 10.36 of Greystone's Form 10-KSB for the Fiscal Year Ended May 31, 2002, which was filed with the SEC on September 13, 2002).
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10.8**
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Employment Agreement between PalWeb Corporation and Warren Kruger dated August 13, 2003 (incorporated herein by reference to Exhibit 10.35 of Greystone's Form 10-KSB for the Fiscal Year Ended May 31, 2004, which was filed with the SEC on August 30, 2004).
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10.9
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Loan Agreement dated March 4, 2005, by and among Greystone Manufacturing, L.L.C., GLOG Investment, L.L.C., The F&M Bank & Trust Company and PalWeb Corporation (incorporated herein by reference to Exhibit 10.1 of Greystone's Form 8-K dated March 4, 2005, which was filed with the SEC on March 10, 2005).
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10.10
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Security Agreement dated March 4, 2005, by and between Greystone Manufacturing, L.L.C., and The F&M Bank & Trust Company (incorporated herein by reference to Exhibit 10.4 of Greystone's Form 8-K dated March 4, 2005, which was filed with the SEC on March 10, 2005).
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10.11
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Mortgage Agreement dated March 4, 2005, by and between Greystone Manufacturing, L.L.C., and The F&M Bank & Trust Company (incorporated herein by reference to Exhibit 10.5 of Greystone's Form 8-K dated March 4, 2005, which was filed with the SEC on March 10, 2005).
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10.12
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Guaranty of PalWeb Corporation dated March 4, 2005 (incorporated herein by reference to Exhibit 10.6 of Greystone's Form 8-K dated March 4, 2005, which was filed with the SEC on March 10, 2005).
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10.13
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Industrial Lease dated as of July 1, 2004, by and between Greystone Properties, LLC, and Greystone Manufacturing, L.L.C. (incorporated herein by reference to Exhibit 10.1 of Greystone's Form 10-QSB for the Quarterly Period Ended February 28, 2005, which was filed with the SEC on April 20, 2005).
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Exhibit No.
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Description
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10.14
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Promissory Note dated as of December 15, 2005 in the amount of $2,066,000 issued by Greystone Logistics, Inc. and Greystone Manufacturing, L.L.C. to Robert B. Rosene, Jr. (incorporated herein by reference to Exhibit 10.2 of Greystone's Form 10-QSB for the Quarterly Period Ended November 30, 2005, which was filed with the SEC on January 17, 2006).
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10.15
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Promissory Note dated as of December 15, 2005 in the amount of $527,716 issued by Greystone Logistics, Inc. and Greystone Manufacturing, L.L.C. to Warren F. Kruger, Jr. (incorporated herein by reference to Exhibit 10.3 of Greystone's Form 10-QSB for the Quarterly Period Ended November 30, 2005, which was filed with the SEC on January 17, 2006).
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10.16
|
Security Agreement dated as of December 15, 2005 by and between Greystone Logistics, Inc. and Greystone Manufacturing, L.L.C. and Robert B. Rosene, Jr. relating to Promissory Note in the amount of $2,066,000 (incorporated herein by reference to Exhibit 10.5 of Greystone's Form 10-QSB for the Quarterly Period Ended November 30, 2005, which was filed with the SEC on January 17, 2006).
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10.17
|
Security Agreement dated as of December 15, 2005 by and between Greystone Logistics, Inc. and Greystone Manufacturing, L.L.C. and Warren F. Kruger, Jr. relating to Promissory Note in the amount of $527,716 (incorporated herein by reference to Exhibit 10.6 of Greystone's Form 10-QSB for the Quarterly Period Ended November 30, 2005, which was filed with the SEC on January 17, 2006).
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10.18
|
Yorktown Management & Financial Services, LLC Molds, Grinder, Ancillary Resin Handling Equipment, Bumper Contract, Raw Materials and Finished Goods Inventory Purchase Agreement and Bill of Sale dated as of February 7, 2007, by and between Greystone Logistics, Inc. and Yorktown Management & Financial Services, LLC (incorporated herein by reference to Exhibit 10.1 of Greystone's Form 8-K dated February 7, 2007, which was filed with the SEC on February 27, 2007).
|
10.19
|
Pallet Molds Lease Agreement dated as of February 7, 2007, by and between Greystone Manufacturing, LLC and Yorktown Management & Financial Services, LLC (incorporated herein by reference to Exhibit 10.2 of Greystone's Form 8-K dated February 7, 2007, which was filed with the SEC on February 27, 2007).
|
Exhibit No.
|
Description
|
10.20
|
Real Property Sale and Lease Agreement between Greystone Manufacturing, L.L.C. and Greystone Real Estate, L.L.C., dated January 18, 2011 (incorporated herein by reference to Exhibit 10.1 of Greystone’s Form 10-Q for the period ended February 28, 2011, which was filed on April 19, 2011).
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10.21
|
2011 Amendment to Loan Agreement dated March 4, 2005 (incorporated herein by reference to Exhibit 10.1 to Greystone’s Form 8-K/A filed on September 2, 2011).
|
10.22
|
Promissory Note dated March 15, 2011, executed by Greystone Manufacturing, L.L.C. in favor of The F&M Bank & Trust Company (incorporated herein by reference to Exhibit 10.2 to Greystone’s Form 8-K/A filed on September 2, 2011).
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10.23
|
Second 2011 Amendment to Loan Agreement dated March 4, 2005 (incorporated herein by reference to Exhibit 10.3 to Greystone’s Form 8-K/A filed on September 2, 2011).
|
10.24
|
Third Amendment to Loan Agreement dated March 5, 2005 (incorporated herein by reference to Exhibit 10.1 to Greystone’s Form 10-Q for the period ended August 31, 2011, which was filed on October 24, 2011).
|
10.25**
|
Amendment to Greystone’s Amended and Restated Stock Option Plan (submitted herewith).
|
11.1
|
Computation of Income Per Share is in Note 1 in the Notes to the Financial Statements.
|
21.1
|
Subsidiaries of Greystone Logistics, Inc. (submitted herewith).
|
23.1
|
Consent of HoganTaylor LLP (submitted herewith).
|
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 (submitted herewith).
|
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 (submitted herewith).
|
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 (submitted herewith).
|
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 (submitted herewith).
|
GREYSTONE LOGISTICS, INC. | |||
(Registrant) | |||
Date: September 14, 2012
|
/s/ Warren F. Kruger | ||
Warren F. Kruger
|
|||
Director, President and Chief Executive Officer | |||
Date: September 14, 2012
|
/s/ Warren F. Kruger | ||
Warren F. Kruger
|
|||
Director, President and Chief Executive Officer | |||
(Principal Executive Officer)
|
Date: September 14, 2012
|
/s/ Robert B. Rosene, Jr. | ||
Robert B. Rosene, Jr., Director
|
|||
Date: September 14, 2012
|
/s/ Larry J. LeBarre | ||
Larry J. LeBarre, Director
|
|||
Date: September 14, 2012
|
/s/ William W. Rahhal | ||
William W. Rahhal, Chief Financial Officer
|
|||
(Principal Financial Officer and Principal Accounting Officer)
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Exhibit No.
|
Description
|
2.1
|
Certificate of Ownership and Merger Merging PalWeb Corporation, a Delaware corporation, into PalWeb Oklahoma Corporation, an Oklahoma corporation, filed with the Delaware Secretary of State on May 2, 2002 (incorporated herein by reference to Exhibit 2.1 of Greystone's Form 8-K12G3 dated May 2, 2002, which was filed with the SEC on May 24, 2002).
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2.2
|
Certificate of Ownership and Merger Merging PalWeb Corporation, a Delaware corporation, into PalWeb Oklahoma Corporation, an Oklahoma corporation, filed with the Oklahoma Secretary of State on May 2, 2002 (incorporated herein by reference to Exhibit 2.2 of Greystone's Form 8-K12G3 dated May 2, 2002, which was filed with the SEC on May 24, 2002).
|
3.1
|
Certificate of Incorporation of PalWeb Oklahoma Corporation filed with the Oklahoma Secretary of State on May 2, 2002 (incorporated herein by reference to Exhibit 3.1 of Greystone's Form 8-K12G3 dated May 2, 2002, which was filed with the SEC on May 24, 2002).
|
3.2
|
Bylaws of PalWeb Oklahoma Corporation as adopted on May 2, 2002 (incorporated herein by reference to Exhibit 3.2 of Greystone's Form 8-K12G3 dated May 2, 2002, which was filed with the SEC on May 24, 2002).
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4.1
|
Certificate of Incorporation of PalWeb Oklahoma Corporation filed with the Oklahoma Secretary of State on May 2, 2002 (included in Exhibit 3.1).
|
4.2
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Certificate of the Designation, Preferences, Rights and Limitations of PalWeb Corporation's Series 2003 Cumulative Convertible Senior Preferred Stock (incorporated herein by reference to Exhibit 4.1 of Greystone's Form 8-K dated September 8, 2003, which was filed with the SEC on September 23, 2003).
|
4.3
|
Certificate of Ownership and Merger Merging Greystone Logistics, Inc., into PalWeb Corporation filed with the Oklahoma Secretary of State on March 18, 2005 (incorporated herein by reference to Exhibit 4.1 of Greystone's Form 8-K dated March 18, 2005, which was filed with the SEC on March 24, 2005).
|
Exhibit No.
|
Description
|
10.1**
|
Form of Indemnity Agreement between Members of the Board of Directors and PalWeb Corporation (incorporated herein by reference to Exhibit 10.30 of Greystone's Form 10-KSB for the Fiscal Year Ended May 31, 2002, which was filed with the SEC on September 13, 2002).
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10.2**
|
Indemnity Agreement by and between The Union Group, Inc., and Cabec Energy Corp. dated August 31, 1998 (incorporated herein by reference to Exhibit 10.6 of Amendment No. 3 to Greystone's Form 10-KSB, which was filed on May 2, 2000).
|
10.3**
|
Amended and Restated Stock Option Plan (incorporated herein by reference to Exhibit 10.32 of Greystone's Form 10-KSB for the Fiscal Year Ended May 31, 2002, which was filed with the SEC on September 13, 2002).
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10.4**
|
Form of Non-Qualified Stock Option Agreement (incorporated herein by reference to Exhibit 99.8 of Greystone's Form 10-KSB for the Fiscal Year Ended May 31, 2001, which was filed with the SEC on September 13, 2001).
|
10.5**
|
Form of Incentive Stock Option Agreement (incorporated herein by reference to Exhibit 99.9 of Greystone's Form 10-KSB for the Fiscal Year Ended May 31, 2001, which was filed with the SEC on September 13, 2001).
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10.6**
|
Form of Nonemployee Director Stock Option Agreement (incorporated herein by reference to Exhibit 99.10 of Greystone's Form 10-KSB for the Fiscal Year Ended May 31, 2001, which was filed with the SEC on September 13, 2001).
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10.7 **
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Form of Employee Director Incentive Stock Option Agreement (incorporated herein by reference to Exhibit 10.36 of Greystone's Form 10-KSB for the Fiscal Year Ended May 31, 2002, which was filed with the SEC on September 13, 2002).
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10.8**
|
Employment Agreement between PalWeb Corporation and Warren Kruger dated August 13, 2003 (incorporated herein by reference to Exhibit 10.35 of Greystone's Form 10-KSB for the Fiscal Year Ended May 31, 2004, which was filed with the SEC on August 30, 2004).
|
Exhibit No.
|
Description
|
10.9
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Loan Agreement dated March 4, 2005, by and among Greystone Manufacturing, L.L.C., GLOG Investment, L.L.C., The F&M Bank & Trust Company and PalWeb Corporation (incorporated herein by reference to Exhibit 10.1 of Greystone's Form 8-K dated March 4, 2005, which was filed with the SEC on March 10, 2005).
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10.10
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Security Agreement dated March 4, 2005, by and between Greystone Manufacturing, L.L.C., and The F&M Bank & Trust Company (incorporated herein by reference to Exhibit 10.4 of Greystone's Form 8-K dated March 4, 2005, which was filed with the SEC on March 10, 2005).
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10.11
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Mortgage Agreement dated March 4, 2005, by and between Greystone Manufacturing, L.L.C., and The F&M Bank & Trust Company (incorporated herein by reference to Exhibit 10.5 of Greystone's Form 8-K dated March 4, 2005, which was filed with the SEC on March 10, 2005).
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10.12
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Guaranty of PalWeb Corporation dated March 4, 2005 (incorporated herein by reference to Exhibit 10.6 of Greystone's Form 8-K dated March 4, 2005, which was filed with the SEC on March 10, 2005).
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10.13
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Industrial Lease dated as of July 1, 2004, by and between Greystone Properties, LLC, and Greystone Manufacturing, L.L.C. (incorporated herein by reference to Exhibit 10.1 of Greystone's Form 10-QSB for the Quarterly Period Ended February 28, 2005, which was filed with the SEC on April 20, 2005).
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10.14
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Promissory Note dated as of December 15, 2005 in the amount of $2,066,000 issued by Greystone Logistics, Inc. and Greystone Manufacturing, L.L.C. to Robert B. Rosene, Jr. (incorporated herein by reference to Exhibit 10.2 of Greystone's Form 10-QSB for the Quarterly Period Ended November 30, 2005, which was filed with the SEC on January 17, 2006).
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10.15
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Promissory Note dated as of December 15, 2005 in the amount of $527,716 issued by Greystone Logistics, Inc. and Greystone Manufacturing, L.L.C. to Warren F. Kruger, Jr. (incorporated herein by reference to Exhibit 10.3 of Greystone's Form 10-QSB for the Quarterly Period Ended November 30, 2005, which was filed with the SEC on January 17, 2006).
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Exhibit No.
|
Description
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10.16
|
Security Agreement dated as of December 15, 2005 by and between Greystone Logistics, Inc. and Greystone Manufacturing, L.L.C. and Robert B. Rosene, Jr. relating to Promissory Note in the amount of $2,066,000 (incorporated herein by reference to Exhibit 10.5 of Greystone's Form 10-QSB for the Quarterly Period Ended November 30, 2005, which was filed with the SEC on January 17, 2006).
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10.17
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Security Agreement dated as of December 15, 2005 by and between Greystone Logistics, Inc. and Greystone Manufacturing, L.L.C. and Warren F. Kruger, Jr. relating to Promissory Note in the amount of $527,716 (incorporated herein by reference to Exhibit 10.6 of Greystone's Form 10-QSB for the Quarterly Period Ended November 30, 2005, which was filed with the SEC on January 17, 2006).
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10.18
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Yorktown Management & Financial Services, LLC Molds, Grinder, Ancillary Resin Handling Equipment, Bumper Contract, Raw Materials and Finished Goods Inventory Purchase Agreement and Bill of Sale dated as of February 7, 2007, by and between Greystone Logistics, Inc. and Yorktown Management & Financial Services, LLC (incorporated herein by reference to Exhibit 10.1 of Greystone's Form 8-K dated February 7, 2007, which was filed with the SEC on February 27, 2007).
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10.19
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Pallet Molds Lease Agreement dated as of February 7, 2007, by and between Greystone Manufacturing, LLC and Yorktown Management & Financial Services, LLC (incorporated herein by reference to Exhibit 10.2 of Greystone's Form 8-K dated February 7, 2007, which was filed with the SEC on February 27, 2007).
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10.20
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Real Property Sale and Lease Agreement between Greystone Manufacturing, L.L.C. and Greystone Real Estate, L.L.C., dated January 18, 2011 (incorporated herein by reference to Exhibit 10.1 of Greystone’s Form 10-Q for the period ended February 28, 2011, which was filed on April 19, 2011).
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10.21
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2011 Amendment to Loan Agreement dated March 4, 2005 (incorporated herein by reference to Exhibit 10.1 to Greystone’s Form 8-K/A filed on September 2, 2011).
|
Exhibit No.
|
Description
|
10.22
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Promissory Note dated March 15, 2011, executed by Greystone Manufacturing, L.L.C. in favor of The F&M Bank & Trust Company (incorporated herein by reference to Exhibit 10.2 to Greystone’s Form 8-K/A filed on September 2, 2011).
|
10.23
|
Second 2011 Amendment to Loan Agreement dated March 4, 2005 (incorporated herein by reference to Exhibit 10.3 to Greystone’s Form 8-K/A filed on September 2, 2011).
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10.24
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Third Amendment to Loan Agreement dated March 5, 2005 (incorporated herein by reference to Exhibit 10.1 to Greystone’s Form 10-Q for the period ended August 31, 2011, which was filed on October 24, 2011).
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10.25**
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Amendment to Greystone’s Amended and Restated Stock Option Plan (submitted herewith).
|
11.1
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Computation of Income Per Share is in Note 1 in the Notes to the Financial Statements.
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21.1
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Subsidiaries of Greystone Logistics, Inc. (submitted herewith).
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23.1
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Consent of HoganTaylor LLP (submitted herewith).
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31.1
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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 (submitted herewith).
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31.2
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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 (submitted herewith).
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32.1
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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 (submitted herewith).
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32.2
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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 (submitted herewith).
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Report of Independent Registered Public Accounting Firm
|
F-2
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Consolidated Balance Sheets
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F-3
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Consolidated Statements of Operations
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F-4
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Consolidated Statements of Changes in Deficit
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F-5
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Consolidated Statements of Cash Flows
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F-6
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Notes to Consolidated Financial Statements
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F-7
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May 31,
|
||||||||
2012
|
2011
|
|||||||
Assets
|
||||||||
Current Assets:
|
||||||||
Cash
|
$ | 194,400 | $ | 169,420 | ||||
Accounts receivable -
|
||||||||
Trade, net of allowance for doubtful accounts of $50,000
|
||||||||
and $75,000 for 2012 and 2011, respectively
|
2,715,893 | 1,769,387 | ||||||
Related parties
|
— | 652,402 | ||||||
Inventory
|
956,638 | 543,557 | ||||||
Prepaid expenses
|
45,090 | 70,990 | ||||||
Total Current Assets
|
3,912,021 | 3,205,756 | ||||||
Property and Equipment, net of accumulated depreciation
|
7,798,178 | 7,713,608 | ||||||
Deferred Tax Asset
|
585,000 | — | ||||||
Other Assets
|
86,454 | 100,693 | ||||||
Total Assets
|
$ | 12,381,653 | $ | 11,020,057 | ||||
Liabilities and Deficit
|
||||||||
Current Liabilities:
|
||||||||
Current portion of long-term debt
|
$ | 1,286,312 | $ | 3,937,581 | ||||
GLOG Investment, L.L.C., current portion of long-term debt
|
— | 135,173 | ||||||
Advances payable - related party
|
— | 725,080 | ||||||
Accounts payable and accrued expenses
|
2,581,787 | 1,927,162 | ||||||
Accounts payable and accrued expenses - related parties
|
1,285,714 | 1,621,838 | ||||||
Preferred dividends payable
|
2,924,108 | — | ||||||
Total Current Liabilities
|
8,077,921 | 8,346,834 | ||||||
Long-Term Debt, net of current portion
|
10,757,561 | 8,811,243 | ||||||
Long-Term Debt of Variable Interest Entities, net of current
|
||||||||
portion, GLOG Investment, L.L.C.
|
— | 3,566,971 | ||||||
Deficit:
|
||||||||
Preferred stock, $0.0001 par value, cumulative, 20,750,000
|
||||||||
shares authorized, 50,000 shares issued and outstanding,
|
||||||||
liquidation preference of $5,000,000
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5 | — | ||||||
Common stock, $0.0001 par value, 5,000,000,000 shares
|
||||||||
authorized, 26,111,201 shares issued and outstanding
|
2,611 | 2,611 | ||||||
Additional paid-in capital
|
53,089,293 | 48,089,298 | ||||||
Accumulated deficit
|
(60,586,143 | ) | (62,297,986 | ) | ||||
Total Greystone Stockholders' Deficit
|
(7,494,234 | ) | (14,206,077 | ) | ||||
Non-controlling interest
|
1,040,405 | 4,501,086 | ||||||
Total Deficit
|
(6,453,829 | ) | (9,704,991 | ) | ||||
Total Liabilities and Deficit
|
$ | 12,381,653 | $ | 11,020,057 |
For the Year Ended May 31,
|
||||||||
2012
|
2011
|
|||||||
Sales
|
$ | 24,157,590 | $ | 20,501,824 | ||||
Cost of Sales
|
19,227,739 | 18,357,836 | ||||||
Gross Profit
|
4,929,851 | 2,143,988 | ||||||
General, Selling and Administrative Expenses
|
1,992,679 | 1,920,649 | ||||||
Operating Income
|
2,937,172 | 223,339 | ||||||
Other Income (Expense):
|
||||||||
Other income (expense)
|
(133,409 | ) | 15,157 | |||||
Interest expense
|
(897,113 | ) | (1,085,700 | ) | ||||
Total Other Expense, net
|
(1,030,522 | ) | (1,070,543 | ) | ||||
Income before Income Taxes
|
1,906,650 | (847,204 | ) | |||||
Benefit (Provision) from Income Taxes
|
585,000 | — | ||||||
Net Income (Loss)
|
2,491,650 | (847,204 | ) | |||||
(Income) Loss Attributable to Variable Interest Entities, net
|
(146,190 | ) | 77,109 | |||||
Preferred Dividends
|
(242,192 | ) | — | |||||
Net Income (Loss) Attributable to Common Stockholders
|
$ | 2,103,268 | $ | (770,095 | ) | |||
Income (Loss) Per Share of Common Stock -
|
||||||||
Basic and Diluted
|
$ | 0.08 | $ | (0.03 | ) | |||
Weighted Average Shares of Common Stock Outstanding -
|
||||||||
Basic and Diluted
|
26,111,201 | 26,111,201 | ||||||
Preferred Stock
|
Common Stock
|
Additional
Paid-in
|
Accumulated
|
Total Greystone Stockholders'
|
Variable Interest
|
Total
|
||||||||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Deficit
|
Deficit
|
Entities
|
Deficit
|
||||||||||||||||||||||||||||
Balances, May 31, 2010
|
50,000 | $ | 5 | 26,111,201 | $ | 2,611 | $ | 53,017,317 | $ | (61,527,891 | ) | $ | (8,507,958 | ) | $ | 826,422 | (7,681,536 | ) | ||||||||||||||||||
Adjustment for consolidating variable interest entities
|
(50,000 | ) | (5 | ) | — | — | (4,999,995 | ) | — | (5,000,000 | ) | 3,458,517 | (1,541,483 | ) | ||||||||||||||||||||||
Capital contributions
|
— | — | — | — | — | — | — | 293,256 | 293,256 | |||||||||||||||||||||||||||
Stock based compensation
|
— | — | — | — | 71,976 | — | 71,976 | — | 71,976 | |||||||||||||||||||||||||||
Net loss
|
— | — | — | — | — | (770,095 | ) | (770,095 | ) | (77,109 | ) | (847,204 | ) | |||||||||||||||||||||||
Balances, May 31, 2011
|
— | — | 26,111,201 | 2,611 | 48,089,298 | (62,297,986 | ) | (14,206,077 | ) | 4,501,086 | (9,704,991 | ) | ||||||||||||||||||||||||
Adjustment for deconsolidating variable interest entities
|
50,000 | 5 | — | — | 4,999,995 | (391,425 | ) | 4,608,575 | (3,618,199 | ) | 990,376 | |||||||||||||||||||||||||
Capital contributions
|
— | — | — | — | — | — | — | 75,000 | 75,000 | |||||||||||||||||||||||||||
Cash distributions
|
— | — | — | — | — | — | — | (63,672 | ) | (63,672 | ) | |||||||||||||||||||||||||
Preferred dividends
|
— | — | — | — | — | (242,192 | ) | (242,192 | ) | — | (242,192 | ) | ||||||||||||||||||||||||
Net income
|
— | — | — | — | — | 2,345,460 | 2,345,460 | 146,190 | 2,491,650 | |||||||||||||||||||||||||||
Balances, May 31, 2012
|
50,000 | $ | 5 | 26,111,201 | $ | 2,611 | $ | 53,089,293 | $ | (60,586,143 | ) | $ | (7,494,234 | ) | $ | 1,040,405 | $ | (6,453,829 | ) | |||||||||||||||||
For the Year Ended May 31,
|
||||||||
2012
|
2011
|
|||||||
Cash Flows from Operating Activities:
|
||||||||
Net Income (Loss)
|
$ | 2,491,650 | $ | (847,204 | ) | |||
Adjustments to reconcile net income (loss) to net cash
|
||||||||
provided by operating activities
|
||||||||
Depreciation and amortization
|
1,165,795 | 1,015,561 | ||||||
Increase in deferred tax asset
|
(585,000 | ) | — | |||||
Loss on disposition of equipment
|
131,500 | — | ||||||
Stock based compensation
|
— | 71,976 | ||||||
Changes in accounts receivable
|
(919,284 | ) | (816,629 | ) | ||||
Changes in inventory
|
(413,081 | ) | 106,386 | |||||
Changes in prepaid expenses
|
25,900 | (2,317 | ) | |||||
Changes in accounts payable and accrued expenses
|
321,709 | 587,461 | ||||||
Other
|
(2,640 | ) | 1,095 | |||||
Net cash provided by operating activities
|
2,216,549 | 116,329 | ||||||
Cash Flows from Investing Activities:
|
||||||||
Purchase of property and equipment
|
(801,960 | ) | (1,171,849 | ) | ||||
Debt issue costs
|
— | (18,727 | ) | |||||
Net cash used in investing activities
|
(801,960 | ) | (1,190,576 | ) | ||||
Cash Flows from Financing Activities:
|
||||||||
Proceeds from notes and advances payable to related parties
|
— | 500,000 | ||||||
Payments on notes and advances payable to related parties
|
(99,900 | ) | (626,501 | ) | ||||
Proceeds from long-term debt
|
— | 425,000 | ||||||
Payments on notes and advances payable
|
(1,301,037 | ) | (2,043,326 | ) | ||||
Proceeds from long-term of variable interest entities
|
— | 3,908,372 | ||||||
Payments on long-term debt by variable interest entities
|
— | (1,376,883 | ) | |||||
Capital contributions by variable interest entity
|
75,000 | 293,256 | ||||||
Dividends paid by variable interest entity
|
(63,672 | ) | — | |||||
Net cash provided by (used in) financing activities
|
(1,389,609 | ) | 1,079,918 | |||||
Net Increase in Cash
|
24,980 | 5,671 | ||||||
Cash, beginning of year
|
169,420 | 163,749 | ||||||
Cash, end of year
|
$ | 194,400 | $ | 169,420 | ||||
Supplemental Information (Note 11)
|
Plant buildings |
39 years
|
||
Production machinery and equipment |
5-10 years
|
||
Office equipment & furniture & fixtures | 3-5 years |
2012 | 2011 | |||||||
Options to purchase common stock
|
1,400,000 | 1,940,000 | ||||||
Convertible preferred stock
|
3,333,334 | — | ||||||
4,733,334 | 1,940,000 |
2012
|
2011
|
|||||||
Raw materials
|
$ | 593,225 | $ | 171,104 | ||||
Finished pallets
|
363,413 | 372,453 | ||||||
Total Inventory
|
$ | 956,638 | $ | 543,557 |
2012
|
2011
|
|||||||
Production machinery and equipment
|
$ | 10,121,006 | $ | 8,899,389 | ||||
Building and land
|
4,663,339 | 4,663,339 | ||||||
Leasehold improvements
|
188,124 | 188,124 | ||||||
Furniture and fixtures
|
161,592 | 149,723 | ||||||
15,134,061 | 13,900,575 | |||||||
Less: Accumulated depreciation
|
(7,335,883 | ) | (6,186,967 | ) | ||||
Net Property, Plant and Equipment
|
$ | 7,798,178 | $ | 7,713,608 |
2012
|
2011
|
|||||||
Patents
|
$ | 190,739 | $ | 190,739 | ||||
Debt issue costs
|
18,726 | 18,726 | ||||||
Accumulated amortization
|
(127,829 | ) | (110,950 | ) | ||||
Customer deposits
|
4,818 | 2,178 | ||||||
Total Other Assets
|
$ | 86,454 | $ | 100,693 |
2012
|
2011
|
|||||||
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
|
$ | 5,226,665 | $ | 5,952,591 | ||||
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
|
3,623,070 | 3,866,827 | ||||||
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
|
481,597 | — | ||||||
Note payable to BancFirst, prime rate of interest
|
||||||||
plus 1%, due June 2012, secured by equipment
|
8,047 | 181,771 | ||||||
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
|
110,778 | 153,919 | ||||||
12,043,873 | 12,748,824 | |||||||
Less: Current portion
|
(1,286,312 | ) | (3,937,581 | ) | ||||
Long-term Debt
|
$ | 10,757,561 | $ | 8,811,243 |
2012
|
2011
|
|||||||
Net operating loss carryforward
|
$ | 2,548,931 | $ | 2,660,986 | ||||
Depreciation and amortization, financial
|
||||||||
reporting in excess of tax
|
617,466 | 974,808 | ||||||
Deferred compensation accrual
|
244,800 | 210,800 | ||||||
Allowance for doubtful accounts
|
17,000 | 25,500 | ||||||
3,428,197 | 3,872,094 | |||||||
Valuation allowance
|
(2,843,197 | ) | (3,872,094 | ) | ||||
Net Deferred Tax Asset
|
$ | 585,000 | $ | — |
2012
|
2011
|
|||||||
Net operating loss
|
$ | (112,055 | ) | $ | 296,418 | |||
Depreciation and amortization, financial
|
||||||||
reporting in excess of tax
|
(357,342 | ) | (202,218 | ) | ||||
Deferred compensation accrual
|
34,000 | 40,800 | ||||||
Allowance for doubtful accounts
|
(8,500 | ) | 25,500 | |||||
Valuation allowance
|
1,028,897 | (160,500 | ) | |||||
Total
|
$ | 585,000 | $ | — |
2012
|
2011
|
|||||||
Tax provision (benefit) using statutory rates
|
$ | 648,261 | $ | (288,050 | ) | |||
Net change in valuation allowance
|
(1,028,897 | ) | 160,500 | |||||
Net operating loss
|
(112,055 | ) | — | |||||
Compensation cost of stock options
|
— | 24,472 | ||||||
(Income) loss of variable interest entities
|
(49,705 | ) | 32,194 | |||||
Other
|
(42,604 | ) | 70,884 | |||||
Tax benefit per financial statements
|
$ | (585,000 | ) | $ | — |
NOL
Carryforward
|
Year
Expiring
|
|||||||
Cumulative as of May 31, 2005
|
$ | 2,925,000 | 2013 - 2025 | |||||
Year ended May 31, 2006
|
1,673,534 | 2026 | ||||||
Year ended May 31, 2007
|
2,151,837 | 2027 | ||||||
Year ended May 31, 2011
|
746,484 | 2021 |
Number
|
Weighted
Average
Exercise
Price
|
Remaining
Contractual
Life (years)
|
||||||||||
Total outstanding, May 31, 2011
|
1,940,000 | $ | 0.99 | |||||||||
Expired during fiscal year 2012
|
(540,000 | ) | ||||||||||
Total outstanding May 31, 2012
|
1,400,000 | $ | 0.53 | 1.3 | ||||||||
Exercisable, May 31, 2012
|
1,400,000 | $ | 0.53 | 1.3 |
2012
|
2011
|
|||||||
Non-cash investing and financing activities:
|
||||||||
Preferred dividend accrual
|
$ | 242,192 | $ | — | ||||
Equipment purchased through capital lease
|
563,026 | — | ||||||
Advances from related party applied
against receivables from the related party
|
625,180 | — | ||||||
Supplemental information:
|
||||||||
Interest paid
|
516,059 | 722,855 | ||||||
Taxes paid
|
— | — |