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Share Name | Share Symbol | Market | Type |
---|---|---|---|
RMR Industrials Inc (PK) | USOTC:RMRI | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 1.00 | 1.00 | 1.00 | 0.00 | 01:00:00 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
(Mark One)
ACT OF 1934
For the quarterly period ended
or
ACT OF 1934
For the transition period from _____________ to _____________
Commission file number:
(Exact name of registrant as specified in its charter)
| ||
(State or jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
(Address of principal executive offices)
(
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
| Trading Symbol(s) |
| Name of each exchange on which registered |
N/A | N/A | N/A |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ | Accelerated filer ☐ |
Smaller reporting company | |
Emerging growth company |
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of February 13, 2024, the registrant had
ROCKY MOUNTAIN INDUSTRIALS, INC.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
The statements contained in this Quarterly Report on Form 10-Q that are not historical facts are “forward-looking statements.” Forward-looking statements may include our statements regarding our goals, beliefs, strategies, objectives, plan, including product and service developments, future financial conditions, results or projections or current expectations. Such forward-looking statements may be identified by, among other things, the use of forward-looking terminology such as “believes,” “estimates,” “intends,” “plan,” “expects,” “may,” “will,” “should,” “predicts,” “anticipates,” “continues,” or “potential,” or the negative thereof or other variations thereon or comparable terminology, and similar expressions are intended to identify forward-looking statements. We remind readers that forward-looking statements are merely predictions and therefore inherently subject to uncertainties and other factors and involve known and unknown risks that could cause the actual results, performance, levels of activity, or our achievements, or industry results, to be materially different from any future results, performance, levels of activity, achievements, or industry results, expressed or implied by such forward-looking statements. Such uncertainties and risks include those discussed in the “Risk Factors” and similar sections of our Annual Report on Form 10-K for the year ended March 31, 2023 and our other filings with the Securities and Exchange Commission, all of which are incorporated by reference herein. Forward-looking statements appear in Item 2 – “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as elsewhere in this Quarterly Report.
Our management has included projections and estimates in this Form 10-Q, which are based primarily on management’s experience in the industry, assessments of our results of operations, discussions and negotiations with third parties and a review of information filed by our competitors with the SEC or otherwise publicly available. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events except as otherwise required by law.
Unless otherwise specified or required by context, as used in this Report, the terms “we,” “our,” “us” and the “Company” refers collectively to Rocky Mountain Industrials, Inc., (“RMI”) formerly RMR, Industrials, Inc., and its wholly/majority-owned subsidiaries, RMR Aggregates, Inc., RMR Logistics, Inc., and Rail Land Company, LLC. Unless otherwise indicated, the term “common stock” refers to shares of our Class A Common Stock and Class B Common Stock.
Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with generally accepted accounting principles in the United States (GAAP).
2
CAUTIONARY NOTE REGARDING EXPLORATION STAGE STATUS
AND USE OF CERTAIN MINING TERMS
We are considered an “exploration stage” company under the U.S. Securities and Exchange Commission (“SEC”) Regulation S-K 1300, Disclosure by Registrants Engaged or to be Engaged in Mining Operations (“S-K 1300”), because we do not have mineral reserves as defined under S-K 1300. Mineral reserves are defined in S-K 1300 as that part of a measured mineral resource which can be economically and legally extracted or produced at the time of the mineral reserve determination. The establishment of a mineral resource under S-K 1300 is, among other things, a concentration or occurrence of material of economic interest in or on the Earth's crust in such form, grade or quality, and quantity that there are reasonable prospects for economic extraction. A mineral resource is a reasonable estimate of mineralization, taking into account relevant factors such as cut-off grade, likely mining dimensions, location or continuity, that, with the assumed and justifiable technical and economic conditions, is likely to, in whole or in part, become economically extractable. It is not merely an inventory of all mineralization drilled or sampled. Since we have no mineral reserves as defined in S-K 1300, we have not exited the exploration stage and continue to report our financial information as an exploration stage entity as required under relevant accounting principles. We will remain an exploration stage company under S-K 1300 until such time as we demonstrate mineral reserves in accordance with the criteria in S-K 1300.
Since we have no mineral reserves, we will expense all mine construction costs, even though these expenditures are expected to have a future economic benefit in excess of one year. We will also expense our reclamation and remediation costs at the time the obligation is incurred. Companies that have mineral reserves and have exited the exploration stage typically capitalize these costs, and subsequently amortize them on a units-of-production basis as mineral reserves are mined, with the resulting depletion charge allocated to inventory, and then to cost of sales as the inventory is sold. As a result of these and other differences, our financial statements will not be comparable to the financial statements of mining companies that have established mineral reserves and have exited the exploration stage.
We use certain terms in this report such as “production,” “mining or processing activities,” and “mine construction.” Production means the estimated quantities (tonnage) delivered or shipped to our customers, which may result in disclosure of related limestone and dolomite sales. Mining or processing activities means the process of extracting limestone and dolomite from the earth and treating that material. Mine construction means work carried out to access areas in the mine containing limestone and dolomite, which principally includes road construction, ramp construction and ancillary activities. We use these terms in this report since we believe they are necessary and helpful for the reader to understand our business and operations. However, we caution you that we do not have mineral reserves and therefore have not exited the exploration stage as defined in S-K 1300, and our use of the terminology described above is not intended to indicate that we have established reserves or have exited the exploration stage for purposes of S-K 1300. Furthermore, since we do not have mineral reserves, we cannot provide any indication or assurance as to how long we will likely continue mining activities at our mine site or whether such activities will be profitable.
3
ROCKY MOUNTAIN INDUSTRIALS, INC.
TABLE OF CONTENTS
4
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
ROCKY MOUNTAIN INDUSTRIALS, INC.
Condensed Consolidated Balance Sheets (Unaudited)
December 31, | March 31, | ||||||
| 2023 |
| 2023 | ||||
ASSETS |
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| |||
Current assets |
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Cash | $ | | $ | | |||
Accounts receivable |
| |
| | |||
Other receivables | | | |||||
Inventory |
| |
| | |||
Prepaid expenses |
| |
| | |||
Total current assets |
| |
| | |||
Property, plant, and equipment, net |
| |
| | |||
Land under development |
| |
| | |||
Right of use asset | | | |||||
Asset retirement obligation, net |
| |
| | |||
Other intangibles, net |
| |
| | |||
Restricted cash | | | |||||
Deposits and other assets |
| |
| | |||
Total assets | $ | | $ | | |||
LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
|
|
| |||
Current liabilities |
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|
|
| |||
Accounts payable | $ | | $ | | |||
Accrued liabilities |
| |
| | |||
| |
| | ||||
Dividends payable | | | |||||
Debt due within one year | | | |||||
Lease liability, current | | | |||||
Total current liabilities |
| |
| | |||
Debt due after one year | | | |||||
Lease liability, long-term | | | |||||
Accrued reclamation liability |
| |
| | |||
Total liabilities |
| |
| | |||
Commitments and Contingencies | |||||||
Stockholders’ Equity (Deficit) |
|
|
|
| |||
Preferred Stock Series A-1, $ |
| |
| | |||
Preferred Stock Series A-2, $ | | | |||||
Preferred Stock Series A-3, $ | | | |||||
Class A Common Stock, $ |
| |
| | |||
Class B Common Stock, $ |
| | | ||||
Additional paid-in capital |
| |
| | |||
Accumulated deficit |
| ( |
| ( | |||
Total stockholders’ equity (deficit) | | ( | |||||
Total liabilities and stockholders’ equity (deficit) | $ | | $ | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
ROCKY MOUNTAIN INDUSTRIALS, INC.
Condensed Consolidated Statements of Operations (Unaudited)
For the three months ended | For the nine months ended | ||||||||||||
December 31, | December 31, | ||||||||||||
| 2023 |
| 2022 |
| 2023 |
| 2022 | ||||||
Revenue | $ | | $ | | $ | | $ | | |||||
Cost of goods sold |
| |
| |
| |
| | |||||
Gross profit (loss) |
| |
| ( |
| |
| ( | |||||
Selling, general and administrative (includes depreciation, depletion and amortization of the three months ended of $ |
| |
| |
| |
| | |||||
Loss from operations |
| ( |
| ( |
| ( |
| ( | |||||
Gain (loss) on sale of assets | — | — | | ( | |||||||||
Other Income (expense) | — | — | | — | |||||||||
Interest income (expense), net |
| ( |
| ( |
| ( |
| ( | |||||
Loss before income tax provision |
| ( |
| ( |
| |
| ( | |||||
Income tax expense |
| — |
| — |
| — |
| — | |||||
Net Income (Loss) | $ | ( | $ | ( | $ | | $ | ( | |||||
Earnings (loss) per shares - basic and diluted | ( | ( | | ( | |||||||||
Weighted average shares outstanding - basic and diluted | | | | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
6
ROCKY MOUNTAIN INDUSTRIALS, INC.
Statements of Changes in Stockholder Equity (Unaudited)
Preferred Stock | ||||||||||||||||||||||||||||||||||
Common Stock Class A | Common Stock Class B | Series A-1 | Series A-2 | Series A-3 | Additional | Accumulated | ||||||||||||||||||||||||||||
| Shares |
| Amount |
| Shares |
| Amount |
| Shares |
| Amount |
| Shares |
| Amount |
| Shares |
| Amount |
| Paid-In Capital |
| Deficit |
| Total | |||||||||
Balance, March 31, 2022 | | $ | | | $ | | | $ | | | $ | | | $ | | $ | | $ | ( | $ | | |||||||||||||
Issuance of restricted Class B Common stock for compensation | — | — | | | — | — | — | — | — | — | — | ( | — | |||||||||||||||||||||
Forfeiture of Class B Common stock | — | — | ( | ( | — | — | — | — | — | — | — | | — | |||||||||||||||||||||
Quarterly dividends on Series A-1 and A-2 Preferred shares | — | — | — | — | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||
Stock-based compensation | — | — | — | — | — | — | — | — | — | — | | — | | |||||||||||||||||||||
Net loss | — | — | — | — | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||
Balance, June 30, 2022 | | | | | | | | | | | | ( | | |||||||||||||||||||||
Quarterly dividends on A-1 and A-2 Preferred shares | — | — | — | — | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||
Stock-based compensation | — | — | — | — | — | — | — | — | — | — | | — | | |||||||||||||||||||||
Net loss | — | — | — | — | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||
Balance, September 30, 2022 | | | | | | | | | | | | ( | | |||||||||||||||||||||
Quarterly dividends on A-1 and A-2 Preferred shares | — | — | — | — | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||
Stock-based compensation | — | — | — | — | — | — | — | — | — | — | | — | | |||||||||||||||||||||
Net Loss | — | — | — | — | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||
Balance, December 31, 2022 | | $ | | | $ | | | $ | | | $ | | | $ | | $ | | $ | ( | $ | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
7
ROCKY MOUNTAIN INDUSTRIALS, INC.
Statements of Changes in Stockholder Equity (Unaudited)(Continued)
Preferred Stock | ||||||||||||||||||||||||||||||||||
Common Stock Class A | Common Stock Class B | Series A-1 | Series A-2 | Series A-3 | Additional | Accumulated | ||||||||||||||||||||||||||||
| Shares |
| Amount |
| Shares |
| Amount |
| Shares |
| Amount |
| Shares |
| Amount |
| Shares |
| Amount |
| Paid-In Capital |
| Deficit |
| Total | |||||||||
Balance, March 31, 2023 | | $ | | | $ | | | $ | | | $ | | | $ | | $ | | $ | ( | $ | ( | |||||||||||||
Quarterly dividends on Series A-1 and A-2 Preferred shares | — | — | — | — | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||
Stock-based compensation | — | — | — | — | — | — | — | — | — | — | | — | | |||||||||||||||||||||
Net loss | — | — | — | — | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||
Balance, June 30, 2023 | | | | | | | | | | | | ( | ( | |||||||||||||||||||||
Issuance of restricted Class B Common stock for compensation | — | — | — | — | — | — | — | — | — | — | | — | | |||||||||||||||||||||
Quarterly dividends on Series A-1 and A-2 Preferred shares | — | — | — | — | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||
Stock-based compensation | — | — | — | — | — | — | — | — | — | — | | — | | |||||||||||||||||||||
Net Income | — | — | — | — | — | — | — | — | — | — | — | | | |||||||||||||||||||||
Balance, September 30, 2023 | | | | | | | | | | | | ( | | |||||||||||||||||||||
Quarterly dividends on Series A-1 and A-2 Preferred shares | — | — | — | — | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||
Stock-based compensation | — | — | — | — | — | — | — | — | — | — | | — | | |||||||||||||||||||||
Net loss | — | — | — | — | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||
Balance, December 31, 2023 | | $ | | | $ | | | $ | | | $ | | | $ | | $ | | $ | ( | $ | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
8
ROCKY MOUNTAIN INDUSTRIALS, INC.
Condensed Consolidated Statements of Cash Flows (Unaudited)
Nine months ended | |||||||
December 31, | |||||||
| 2023 |
| 2022 | ||||
Cash flow from operating activities: |
|
|
|
| |||
Net income (loss) | $ | | $ | ( | |||
Adjustments to reconcile net loss to net cash used in operating activities: |
|
| |||||
Depreciation, depletion and amortization expense |
| |
| | |||
Stock-based compensation |
| |
| | |||
Gain/loss on sale of assets | ( | | |||||
Amortization of debt discount and deferred financing cost |
| |
| | |||
Accretion expense | | | |||||
Changes in operating assets and liabilities: |
|
| |||||
Accounts receivable |
| |
| | |||
Other receivables | | | |||||
Inventory |
| |
| ( | |||
Prepaid expenses |
| ( |
| ( | |||
Restricted cash |
| — |
| ( | |||
Deposits and other assets | — | | |||||
Accounts payable |
| ( |
| | |||
Accrued liabilities |
| |
| | |||
Accrued liabilities, related parties |
| |
| | |||
Lease Liability | ( | | |||||
Other | | ( | |||||
Net cash provided by (used in) operating activities |
| ( |
| ( | |||
Cash Flows from Investing Activities: | |||||||
Proceeds from sale of assets | | — | |||||
Investment in land under development | ( | ( | |||||
Reimbursement of land under development cost from Metro District | | | |||||
Purchase of property, plant and equipment | — | ( | |||||
Net cash provided by (used in) investing activities |
| ( |
| ( | |||
Cash Flows from Financing Activities: | |||||||
Proceeds from note payable | | | |||||
Repayment of debt | ( | ( | |||||
Deferred financing cost | — | ( | |||||
Net cash provided by financing activities |
| |
| | |||
Net increase (decrease) in cash | ( | | |||||
Cash at beginning of period | | | |||||
Cash at end of period | $ | | $ | | |||
Restricted cash at beginning of period | $ | | $ | | |||
Other | — | | |||||
Restricted cash at end of period | $ | | $ | | |||
Supplemental cash flow information: | |||||||
Cash paid for interest | $ | | $ | | |||
Cash paid for income taxes | $ | — | $ | — | |||
Right of use asset / Lease liability | $ | — | $ | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
9
ROCKY MOUNTAIN INDUSTRIALS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION
On January 1, 2020, the Company changed its name from RMR Industrials, Inc. to Rocky Mountain Industrials, Inc.
Rocky Mountain Industrials, Inc. (the “Company”, “RMI”, “we”, “our”, “us”) seeks to acquire and consolidate complementary industrial assets. RMI’s consolidation strategy is to assemble a portfolio of mature and value-add industrial commodities businesses to generate scalable enterprises with a broad portfolio of products and services addressing a common and stable customer base.
Through our wholly owned subsidiary, RMR Aggregates, Inc. (“RMR Aggregates”), we operate the Mid-Continent Quarry in Garfield County, Colorado, producing chemical-grade calcium carbonate that currently services local and regional customers in a variety of end markets, including but not limited to mining, manufacturing, construction, and agriculture.
Through our wholly owned subsidiary, Rail Land Company, LLC (“Rail Land Company”), we are actively developing Rocky Mountain Rail Park (the “Rail Park”), a dedicated rail-served industrial business park serving the greater Denver market. The Company’s development of the Rail Park is intended to expand the customer base for our products by utilizing rail freight capabilities to reach customers in the greater Denver area and by expanding our business to include rail transportation solutions and services.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited interim consolidated financial statements have been prepared in accordance with the accounting policies described in the consolidated financial statements and related notes included in our annual report on Form 10-K for the year ended March 31, 2023, (“2023 Form 10-K”) and should be read in conjunction with such consolidated financial statements and related notes. The 2023 year end consolidated balance sheet data included in the Form 10-Q filing was derived from the audited consolidated financial statements in our 2023 Form 10-K, but does not include all disclosures required by accounting principles generally accepted in the United States. The following notes to these interim consolidated financial statements highlight significant changes to the notes included in the March 31, 2023 audited consolidated financial statements included in our 2023 Form 10-K and present interim disclosures as required by the Securities and Exchange Commission.
Consolidation
The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). The condensed consolidated financial statements include the financial condition and results of operations of our wholly-owned subsidiaries, where intercompany balances and transactions have been eliminated in consolidation.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates, judgments, and assumptions that impact the reported amounts of assets, liabilities, and expenses, and disclosure of contingent assets and liabilities in the financial statements and accompanying notes. Actual results could materially differ from those estimates. Management considers many factors in selecting appropriate financial accounting policies and controls, and in developing the estimates and assumptions that are used in the preparation of these financial statements. Management must apply significant judgment in this process. In addition, other factors may affect estimates, including: expected business and operational changes, sensitivity and volatility associated with the assumptions used in developing estimates, and
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whether historical trends are expected to be representative of future trends. The estimation process may yield a range of potentially reasonable estimates of the ultimate future outcomes and management must select an amount that falls within that range of reasonable estimates. Although these estimates are based on the Company’s knowledge of current events and actions it may undertake in the future, actual results may ultimately materially differ from those estimated amounts and assumptions used in the preparation of the financial statements.
Fair Value Measurements
The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets are marked to bid prices and financial liabilities are marked to offer prices. Fair value measurements do not include transaction costs. A fair value hierarchy is used to prioritize the quality and reliability of the information used to determine fair values. Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is defined into the following three categories:
- Level 1: Quoted market prices in active markets for identical assets or liabilities
- Level 2: Observable market-based inputs or inputs that are corroborated by market data
- Level 3: Unobservable inputs that are not corroborated by market data
The fair value of notes payable was $
Earnings (loss) per Common Share
Basic earnings (loss) per common share is calculated by dividing the net income (loss) by the weighted average number of common shares outstanding during the period, without consideration for the potentially dilutive effects of converting stock options or restricted stock purchase rights outstanding. Diluted earnings (loss) per common share is calculated by dividing net income (loss) by the weighted average of common shares outstanding during the period and the potential dilutive effects of stock options or restricted stock purchase rights outstanding during the period determined using the treasury stock method if the effect is not anti-dilutive. In periods in which the Company reports a net loss, diluted earnings per share is the same as basic earnings per share since dilutive common shares are not assumed to have been issued, as their effect is anti-dilutive. Participating securities (primarily convertible preferred stock) of
3. INVENTORY
Inventory, is valued at the lower of cost (average) or net realizable value.
December 31, | March 31, | ||||||
2023 | 2023 |
| |||||
Blasted Rock | $ | | $ | | |||
Total | $ | | $ | |
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4. PROPERTY, PLANT AND EQUIPMENT
The following summarizes the Company’s property, plant and equipment as of:
| December 31, |
| March 31, | ||||
2023 | 2023 | ||||||
Recoverable Limestone | $ | | $ | | |||
Mill Equipment |
| |
| | |||
Mining Equipment |
| |
| | |||
Mobile Equipment |
| |
| | |||
Other |
| |
| | |||
Total |
| |
| | |||
Less: Accumulated Depreciation |
| ( |
| ( | |||
Property, plant and equipment, net | $ | | $ | |
5. NOTES PAYABLE
In May 2022, Rail Land Company executed on a Promissory Note for a construction loan (“Construction Note”) of $
On July 28, 2023, Rail Land Company executed an amendment to its $
Net proceeds from the sale of Rail Park lots shall be used to reduce the then outstanding principal balance of the Construction Note at a rate of eighty five percent (
Effective | ||||||||||||
| December 31, 2023 |
| March 31, 2023 |
| Interest Rate | Maturity Date | ||||||
Equipment Loans | $ | — | $ | | August 25, 2021 - January 22, 2023 | |||||||
Construction Note | | | February 17, 2025 | |||||||||
Promissory notes | | | January 1, 2025 | |||||||||
Secured disaster loan (SBA) | | | September 9, 2050 | |||||||||
| | |||||||||||
Unamortized debt issuance cost | ( | ( | ||||||||||
| | |||||||||||
Less: current portion | ( | ( | ||||||||||
Debt due after one year | $ | | $ | |
12
6. TRANSACTIONS WITH RELATED PARTIES
As of December 31, 2023, the Company has accrued $
7. SHAREHOLDERS’ EQUITY
Preferred Stock
The Company has authorized
Voting Rights
Series A Preferred Stock is entitled to vote on all matters submitted to a vote of the stockholders of the Company together with the holders of Class B Common Stock and is entitled to that number of votes equal to the number of shares of Class B Common Stock into which the holder’s shares of Series A Preferred Stock could then be converted.
Dividends
Series A-1 Preferred Stock and Series
Liquidation Preference
In the event of any Liquidation Event, the holders of shares of Series A Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Company available for distribution to its stockholders, and in the event of a Deemed Liquidation Event (as defined below), the holders of shares of Series A Preferred Stock then outstanding shall be entitled to be paid out of the consideration payable to stockholders in such Deemed Liquidation Event or out of the available proceeds, as applicable, before any payment shall be made to the holders of Common Stock. A Deemed Liquidation Event is defined as a merger or consolidation in which a change of control of the Company has occurred or the sale, lease,
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transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Company or any subsidiary of the Company of all or substantially all the assets of the Company and its subsidiaries taken as a whole.
Conversion
Series A Preferred Stock is convertible, at the option of the holder, into a number of shares of Class B Common Stock determined by dividing (i) the sum of the Series A Original Issue Price and all then-unpaid Accruing Dividends by (ii) the respective conversion price in effect at the time of conversion. The Series A-1 Preferred Stock conversion price is $
In the event of an underwritten public offering, public uplist, or qualified equity issuance of at least $
Common Stock
The Company has authorized
The holders of Class A Common Stock have the right to vote on all matters on which stockholders have the right to vote. The holders of Class B Common Stock have the right to vote solely on matters where the vote of such holders is explicitly required under Nevada law. The holders of Class A Common Stock and Class B Common stock have equal distribution rights, provided that distributions in securities shall be made in either identical securities or securities with similar voting characteristics. The holders of Class A Common Stock and Class B Common Stock are entitled to receive identical per-share consideration upon a merger, conversion or exchange of the Company with another entity, and have equal rights upon a dissolution, liquidation or winding-up of the Company.
8. SHARE-BASED COMPENSATION
The RMR Industrials, Inc. 2015 Equity Incentive Plan (the “2015 Plan”) authorizes the issuance of up to
Stock Options
The Company grants stock options to certain employees that give them the right to acquire our Class B common stock under the 2015 Plan. The exercise price of options granted is equal to the closing price per share of our stock at the date of grant. The nonqualified options vest at a rate of
Stock Awards
During the nine months ended December 31, 2023, the Company granted
9. SEGMENT REPORTING
For the three and nine months ended December 31, 2023 and 2022, the Company has
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Park segment consists of land under development to provide a rail terminal and services facility and currently has no operational activity. The Rail Park will require significant future capital investment before the segment starts generating recurring revenue. The Rail Park development commenced in the first half of calendar year 2021.
The Aggregates segment had
As of December 31, 2023, the construction company, Customer A, accounted for approximately
The accounting policies of the segments are the same as those described in the summary of significant accounting policies. The Company evaluates performance based on profit or loss from operations before income taxes not including nonrecurring gains and losses.
The Company’s reportable segments are strategic business units that offer different products and services. They are managed separately because each business requires different technology and marketing strategies. All assets are held and all operating activities occur within the United States.
Three months ended December 31, 2023 | Three months ended December 31, 2022 | ||||||||||||||||||
|
| Aggregates |
| Rail Park |
| Other/ Corporate |
| Total | Aggregates |
| Rail Park |
| Other/ Corporate |
| Total | ||||
Revenue |
| $ | | $ | — | $ | — | $ | | $ | | $ | — | $ | — | $ | | ||
Gross profit (loss) |
|
| | — | — |
| | ( | — | — |
| ( | |||||||
Selling, general and administrative |
|
| | — | |
| | | — | |
| | |||||||
Property, plant and equipment, net |
|
| | — | — |
| | | — | |
| | |||||||
Land under development |
|
| — | | — |
| | — | | — |
| |
Nine months ended December 31, 2023 | Nine months ended December 31, 2022 | ||||||||||||||||||
Aggregates |
| Rail Park |
| Other/ Corporate |
| Total | Aggregates |
| Rail Park |
| Other/ Corporate |
| Total | ||||||
Revenue | $ | | $ | — | $ | — | $ | | $ | | $ | — | $ | — | $ | | |||
Gross profit (loss) | | — | — |
| | ( | — | — |
| ( | |||||||||
Selling, general and administrative | | — | |
| | | — | |
| | |||||||||
Property, plant and equipment, net | | — | — |
| | | — | |
| | |||||||||
Land under development | — | | — |
| | — | | — |
| |
Land Under Development
In 2018, the Company formed the Rocky Mountain Rail Park Metropolitan District (“District”) for the purpose of financing public improvements related to the development of approximately
In April 2021, the District closed on its Limited Tax General Obligation and Water Revenue Bonds, Series 2021A and 2021B (“Tax - Exempt Bonds”) raising total proceeds of approximately $
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Gain on Sale of Assets
In August 2023, the Rail Park sold approximately
10. COMMITMENTS AND CONTINGENCIES
Accrued Reclamation Liability
The Company incurs reclamation liabilities as part of its mining activities. Quarry activities require the removal and relocation of significant levels of overburden to access materials of usable quantity and quality. The same overburden material is used to reclaim depleted mine areas, which must be sloped to a certain gradient and seeded to prevent erosion in the future. Reclamation methods and requirements can differ depending on the quarry and state rules and regulations in existence for certain locations. As of December 31, 2023, the Company’s undiscounted reclamation obligations totaled approximately $
Reclamation costs resulting from the normal use of long-lived assets, either owned or leased, are recognized over the period the asset is in use. The obligation, which cannot be reduced by estimated offsetting cash flows, is recorded at fair value as a liability at the obligating event date and is accreted through charges to selling, general and administrative costs, inclusive of depreciation, depletion and amortization. The fair value is based on our estimate of the cost required for a third party to perform the legally required reclamation tasks including a reasonable profit margin. This fair value is also capitalized as part of the carrying amount of the underlying asset and depreciated over the estimated useful life of the asset.
The mining reclamation reserve is based on management’s estimate of future cost requirements to reclaim property at its operating quarry site. Costs are estimated in current dollars and inflated until the expected time of payment using a future estimated inflation rate and then discounted back to present value using a credit-adjusted, risk-free rate on obligations of similar maturity adjusted to reflect our credit rating. The Company will review reclamation liabilities at least every
A reconciliation of the carrying amount of our accrued reclamation liabilities is as follows:
Balance at April 1, 2023 |
| $ | |
Liabilities incurred |
| | |
Accretion expense |
| | |
Balance at December 31, 2023 | $ | |
Reimbursement Agreement
In October 2023, Rail Land Company executed a Utility Installation Reimbursement Agreement (“Reimbursement Agreement”) with a natural gas utility provider (“Provider”). The effective date of the Reimbursement Agreement is stated to be the date of the infrastructure completion date anticipated to be within
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with our consolidated financial statements and notes thereto included elsewhere in this Quarterly Report on Form 10-Q. This discussion includes forward-looking statements for purposes of U.S. federal securities laws. See “Cautionary Note Regarding Forward-Looking Statements”.
Overview
We were incorporated in the State of Nevada in August 2012 under the name “Online Yearbook” with the principal business objective of developing and marketing online yearbooks for schools, companies and government agencies.
In November 2014, Rocky Mountain Resource Holdings, Inc. (“RMRH”) became our majority shareholder by acquiring 5,200,000 shares of our common stock (the “Shares”), or 69.06% of the then issued and outstanding shares, pursuant to stock purchase agreements with Messrs. El Maraana and Salah Blal, our former officers and directors. The Shares were acquired for an aggregate purchase price of $357,670.
In December 2014, we changed our name to “RMR Industrials, Inc.” and on January 1, 2020, the Company changed its name from RMR Industrials, Inc. to Rocky Mountain Industrials, Inc.
In July 2016, we formed RMR Aggregates, Inc., a Colorado corporation (“RMR Aggregates”), as our wholly-owned subsidiary. RMR Aggregates was formed to hold assets whose primary focus is the mining and processing of industrial minerals for the manufacturing, construction and agriculture sectors. These minerals include limestone, aggregates, marble, silica, barite and sand.
In October 2016, pursuant to an Asset Purchase Agreement with CalX Minerals, LLC, a Colorado limited liability company (“CalX”), RMR Aggregates completed the purchase of substantially all of the assets associated with the Mid-Continent Quarry on 41 BLM unpatented placer mining claims in Garfield County, Colorado. CalX assets include the mining claims, improvements, access rights, water rights, equipment, inventory, contracts, permits, certain intellectual property rights, and other tangible and intangible assets associated with the limestone mining operation.
In January 2018, the Company formed Rail Land Company, LLC (“Rail Land Company”) as a wholly-owned subsidiary to acquire and develop a rail terminal and services facility (the “Rail Park”). Rail Land Company purchased an approximately 470-acre parcel of real property located in Bennett, Colorado in February, 2018.
In July 2018 we exercised our option to acquire an additional approximately 150 acres for a total of approximately 620 acres. The Company’s development of the Rail Park is intended to expand the customer base for our products by utilizing rail freight capabilities to reach customers in the greater Denver area and by expanding our business to include rail transportation solutions and services.
Results of Operations
Comparison of the three and nine months Ended December 31, 2023 and December 31, 2022
Revenues
Our revenues for the three-month and nine-month periods ended December 31, 2023 was $116,713 and $453,085. This compares to revenue for the same period ended December 31, 2022 of $243,303 and $714,884. The decrease in revenues for the three-month and nine-month period ended December 31, 2023, is the result of a decrease in demand from the Company’s primary customer.
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Cost of Goods Sold
Our cost of goods sold for the three-month and nine-month periods ended December 31, 2023 was $78,762 and $396,003. This compares to cost of goods sold for the same period ended December 31, 2022 of $350,179 and $921,324. The decrease in cost of goods sold for the three-month and nine-month period ended December 31, 2023 is generally the result of the decrease in revenues.
Selling, General and Administrative Expenses
Our selling, general and administrative expenses for the three-month and nine-month periods ended December 31, 2023 were $1,021,619 and $3,262,889. This compares to operating expenses for the same period ended December 31, 2022 of $1,405,395 and $5,499,491. Selling, general and administrative expenses consisted of overhead costs related to payroll and associated benefits, consulting services from related parties, public company costs, and depreciation and amortization. The decrease is primarily related to the Company managing selling, general and administrative costs as we continue to operate in a development stage.
Interest Expense, net
Our interest expense, net for the three-month and nine-month periods ended December 31, 2023 were $483,271 and $1,052,318, compared to $279,365 and $696,817 of interest expense for the same periods ended December 31, 2022.
Net Income/(Loss)
Our net loss for the three-month period was $1,466,939 and net income of $3,963,485 for the nine month period ended December 31, 2023. This compares to a net loss for the same periods ended December 31, 2022 of $1,791,636 and $6,408,657.
Liquidity and Capital Resources
As of December 31, 2023, we had current assets of $6,982,716, total current liabilities of $8,408,975 and working capital deficiency of $1,426,259. We have incurred an accumulated loss of $69,147,657 since inception.
In past years, the Company funded operations by using cash proceeds received through the issuance of common and preferred stock and proceeds from debt financing. However, several significant transactions have occurred that have positively impacted the net financial position of the Company and strengthened its financial position and its ability to meet future obligation over the next 12 months without a need to raise additional funds as it has traditionally been required to do. These include:
1. | Rail Park FDP and Final Plat were unanimously approved by the Adams County Board of County Commissioners on September 1, 2020, paving the way for lot sales and construction. |
2. | On January 14, 2021, the Company sold an 83-acre lot to a Fortune 500 company for a gross sales price of $9.1M. This purchase was the first of twelve available lots in the Rail Park. Lot sales will be a primary source of cash inflows for the Company with significant interest from many potential light and heavy industrial tenants. |
3. | The RMRP Metro District bond offering closed on April 15, 2021, raising total proceeds of approximately $65.2M. These bond proceeds will fund the public infrastructure costs of the Rail Park. Total Rail Park project cost have been budgeted at between $60M and $75M of which approximately 75% is considered public infrastructure and therefore not an obligation of the Company. The Company is responsible for the remaining approximately 25%. |
4. | Construction on the south parcels of the Rail Park (approximately 150 acres) began in April 2021. The Company has in place a construction loan facility of $12M to fund its portion of construction costs (i.e., those not funded with Metro District bond proceeds). |
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5. | To date the Company has received approximately $2M as reimbursement of “pre-construction” costs that were incurred prior to the closing of the bond offering in April. |
6. | In September 2021, the Company sold its water rights underlying the Rail Park, to the Metro District for approximately $5.9M. |
7. | In May 2022, the Company closed on a construction loan facility of $21M and a working capital facility of $2M to provide for its developer portion of the infrastructure costs of the Rail Park. |
8. | In July 2023, the Company amended its construction loan facility to increase it from $21M to $29.5M. |
9. | In August 2023, the Company sold approximately 60 acres of land under development for $13.1M. |
Recently Issued Accounting Pronouncements
We do not expect the adoption of any recently issued accounting pronouncements to have a significant impact on our net results of operations, financial position, or cash flows.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not Required
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this report, we conducted an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act). Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective due to the material weakness described below.
In light of the material weakness described below, we performed additional analysis and other post-closing procedures to ensure that our condensed consolidated financial statements were prepared in accordance with generally accepted accounting principles. Accordingly, we believe that the condensed consolidated financial statements included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.
Material Weakness and Related Remediation Initiatives
Our Chief Executive Officer and Chief Financial Officer have concluded that as of December 31, 2023, there was a material weakness in our internal control over financial reporting in that, due to budget constraints, the Company’s accounting department does not have sufficient accounting personnel (either in-house or external) necessary to ensure that complete and effective financial reporting controls are designed and implemented.
Remediation of Internal Control Deficiencies and Expenditures
We are developing a plan to address this material weakness, which includes hiring qualified accounting personnel and establishing a formal audit committee. We are uncertain at this time of the costs necessary to remediate the material weakness. Once implemented, remedial controls will have to be in place for at least several quarters before management is able to conclude that the material weakness has been remediated. We intend to continue to evaluate and strengthen our
19
internal control over financial reporting systems. These efforts require significant time and resources. If we are unable to establish adequate internal control over financial reporting systems, we may encounter difficulties in the audit or review of our financial statements by our independent registered public accounting firm, which in turn may have a material adverse effect on our ability to prepare financial statements in accordance with GAAP and to comply with our SEC reporting obligations.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting, as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act, during the fiscal quarter ended December 31, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 1A. Risk Factors
Not required.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
During the nine months ended December 31, 2023, there were no sales of unregistered equity securities.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Information regarding mine safety violations is included in Exhibit 95 to this quarterly report.
Item 5. Other Information
20
Item 6. Exhibits
Exhibit Number |
| Exhibit |
10.10 | ||
31.1 * | ||
31.2 * | ||
32.1 * | ||
32.2 * | ||
95* | ||
101.INS | Inline XBRL Instance Document | |
101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
104 | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) | |
* | Filed herewith |
21
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
ROCKY MOUNTAIN INDUSTRIALS, INC. | ||
Date: February 13, 2024 | By: | /s/ Brian Fallin |
Brian Fallin | ||
Chief Executive Officer | ||
(Principal Executive Officer) | ||
Date: February 13, 2024 | By: | /s/ Brian H. Aratani |
Brian H. Aratani | ||
| Chief Financial Officer | |
(Principal Financial Officer and Principal Accounting Officer) |
22
Exhibit 31.1
CERTIFICATION PURSUANT TO
EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a)
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Brian Fallin, certify that:
1. | I have reviewed this Quarterly Report of Rocky Mountain Industrials, Inc. for the period ended December 31, 2023. |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report; |
4. | The Registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its subsidiaries, is made known to us by others within those entities, particularly during the period in which the report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and |
5. | The Registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design of operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting. |
Date: February 13, 2024 | By: | /s/ Brian Fallin |
| Brian Fallin | |
| Chief Executive Officer (Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION PURSUANT TO
EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a)
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Brian H. Aratani, certify that:
1. | I have reviewed this Quarterly Report of Rocky Mountain Industrials, Inc. for the period ended December 31, 2023. |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report; |
4. | The Registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its subsidiaries, is made known to us by others within those entities, particularly during the period in which the report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and |
5. | The Registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design of operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting. |
Date: February 13, 2024 | By: | /s/ Brian H. Aratani |
| Brian H. Aratani | |
| Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with this Quarterly Report on Form 10-Q of Rocky Mountain Industrials, Inc. (the “Company”) for the period ended December 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacity and on the date indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:
1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company. |
By: | /s/ Brian Fallin |
|
Brian Fallin |
| |
Chief Executive Officer (Principal Executive Officer) | ||
|
| |
Date: February 13, 2024 |
|
Exhibit 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with this Quarterly Report on Form 10-Q of Rocky Mountain Industrials, Inc. (the “Company”) for the period ended December 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacity and on the date indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:
1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company. |
By: | /s/ Brian H. Aratani |
|
Brian H. Aratani | ||
Chief Financial Officer | ||
(Principal Financial Officer and Principal Accounting Officer) | ||
| ||
Date: February 13, 2024 |
Exhibit 95
Mine Safety Disclosures
The operation of the Company’s aggregate mine is subject to regulation by the Mine Safety and Health Administration (“MSHA”) under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”). MSHA inspects the Company’s mine on a regular basis and issues various citations and orders when it believes a violation has occurred under the Mine Act. Whenever MSHA issues a citation or order, it also generally proposes a civil penalty, or fine, related to the alleged violation. Citations or orders can be contested and appealed, and as part of that process, are often reduced in severity and amount, and are sometimes dismissed.
Under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), the Company is required to present information regarding certain mining safety and health citations which MSHA has issued with respect to its aggregates mining operations in its periodic reports filed with the Securities and Exchange Commission (the “SEC”). In evaluating this information, consideration should be given to factors such as: (i) the number of citations and orders will vary depending on the size of the quarry or mine and type of operations (underground or surface), (ii) the number of citations issued will vary from inspector to inspector and location to location, and (iii) citations and orders can be contested and appealed, and in that process, may be reduced in severity and amount, and are sometimes dismissed.
The Company presents the following items regarding certain mining safety and health matters for the nine months ended December 31, 2023:
● | Total number of violations of mandatory health or safety standards that could significantly and substantially contribute to the cause and effect of a mine safety or health hazard under section 104 of the Mine Act for which the Company received a citation from MSHA (hereinafter, “Section 104 S&S Citations”). If MSHA determines that a violation of a mandatory health or safety standard is reasonably likely to result in a reasonably serious injury or illness under the unique circumstance contributed to by the violation, MSHA will classify the violation as a “significant and substantial” violation (commonly referred to as a “S&S” violation). MSHA inspectors will classify each citation or order written as a “S&S” violation or not. |
● | Total number of orders issued under section 104(b) of the Mine Act (hereinafter, “Section 104(b) Orders”). These orders are issued for situations in which MSHA determines a previous violation covered by a Section 104(a) citation has not been totally abated within the prescribed time period, so a further order is needed to require the mine operator to immediately withdraw all persons (except certain authorized persons) from the affected area of a quarry or mine. |
● | Total number of citations and orders for unwarrantable failure of the mine operator to comply with mandatory health or safety standards under Section 104(d) of the Mine Act (hereinafter, “Section 104(d) Citations and Orders”). These violations are similar to those described above, but the standard is that the violation could significantly and substantially contribute to the cause and effect of a safety or health hazard, but the conditions do not cause imminent danger, and the MSHA inspector finds that the violation is caused by an unwarranted failure of the operator to comply with the health and safety standards. |
· | Total number of flagrant violations under section 110(b)(2) of the Mine Act (hereinafter, “Section 110(b)(2) Violations”). These violations are penalty violations issued if MSHA determines that violations are “flagrant”, for which civil penalties may be assessed. A “flagrant” violation means a reckless or repeated failure to make reasonable efforts to eliminate a known violation of a mandatory health or safety standard that substantially and proximately caused, or reasonably could have been expected to cause, death or serious bodily injury. |
· | Total number of imminent danger orders issued under section 107(a) of the Mine Act (hereinafter, “Section 107(a) Orders”). These orders are issued for situations in which MSHA determines an imminent danger exists in the quarry or mine and results in orders of immediate withdrawal of all persons (except certain authorized persons) from the area of the quarry or mine affected by its condition until the imminent danger and the underlying conditions causing the imminent danger no longer exist. |
· | Total Dollar Value of MSHA Assessments Proposed. These are the amounts of proposed assessments issued by MSHA with each citation or order for the time period covered by the report. Penalties are assessed by MSHA according to a formula that considers a number of factors, including the mine operator’s history, size, negligence, gravity of the violation, good faith in trying to correct the violation promptly, and the effect of the penalty on the operator’s ability to continue in business. |
· | Total Number of Mining-Related Fatalities. Mines subject to the Mine Act are required to report all fatalities occurring at their facilities unless the fatality is determined to be “non-chargeable” to the mining industry. The final rules of the SEC require disclosure of mining-related fatalities at mines subject to the Mine Act. Only fatalities determined by MSHA not to be mining-related may be excluded. |
· | Receipt of written notice from MSHA of a pattern (or a potential to have such a pattern) of violations of mandatory health or safety standards that are of such nature as could have significantly and substantially contributed to the cause and effect of other mine health or safety hazards under section 104(e) of the Mine Act. If MHSA determines that a mine has a “pattern” of these types of violations, or the potential to have such a pattern, MSHA is required to notify the mine operator of the existence of such a thing. |
· | Legal Actions Pending as of the Last Day of Period. |
·Legal Actions Initiated During Period.
·Legal Actions Resolved During Period.
The Federal Mine Safety and Health Review Commission (the “Commission”) is an independent adjudicative agency that provides administrative trial and appellate review of legal disputes arising under the Mine Act. The cases may involve, among other questions, challenges by operators to citations, orders and penalties they have received from MSHA, or complaints of discrimination by miners under Section 105 of the Mine Act. The table below shows that for the nine-month period ended December 31, 2023, the number of legal actions pending before the Commission, along with the number of legal actions initiated before the Commission during the period as well as resolved during the period. In addition, the table below includes a footnote to the column for legal actions before the Commission pending as of the last day of the period, which footnote breaks down that total number of legal actions pending by categories according to the type of proceeding in accordance with various categories established by the procedural rules of the Commission.
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| | | | | | | | | | | | | | | | | | Notice | | Notice | | Citation | | | | |
| | | | | | | | | | | | | | | | | | of | | of | | Contests | | | | |
| | | | | | | | | | | | | | | | Total | | Pattern | | Potential | | Pending | | | | |
| | | | | | | | Section | | | | | | Total | | Number | | of | | to have | | as of | | Citation | | Citation |
| | | | Section | | | | 104(d) | | | | | | Dollar | | of | | Violation | | Pattern | | Last | | Contests | | Contests |
| | | | 104 | | Section | | Citations | | Section | | Section |
| Value of | | Mining |
| Under |
| Under |
| Day |
| Instituted | | Resolved |
| | | | S&S | | 104(b) | | and | | 110(b)(2) | | 107(a) | | MSHA | | Related |
| Section |
| Section |
| of | | During | | During |
| | MSHA | | Citations | | Orders | | Orders | | Violations | | Orders | | Assessment/$ | | Fatalities |
| 104(e) |
| 104(e) |
| Period | | Period | | Period |
Location | | ID | | (#) | | (#) | | (#) | | (#) | | (#) | | Proposed | | (#) |
| (yes/no ) |
| (yes/no ) | | (#) | | (#) | | (#) |
Mid-Continent Quarry |
| 0504954 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 | | 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Dec. 31, 2023 |
Dec. 31, 2022 |
Dec. 31, 2023 |
Dec. 31, 2022 |
|
Condensed Consolidated Statements of Operations (Unaudited) | ||||
Revenue | $ 116,713 | $ 243,303 | $ 453,085 | $ 714,884 |
Cost of goods sold | 78,762 | 350,179 | 396,003 | 921,324 |
Gross profit (loss) | 37,951 | (106,876) | 57,082 | (206,440) |
Selling, general and administrative (includes depreciation, depletion and amortization of the three months ended of $30,182 in 2023 and $49,027 in 2022 and for the nine months ended $164,890 in 2022 and $182,931 in 2023) | 1,021,619 | 1,405,395 | 3,262,889 | 5,499,491 |
Loss from operations | (983,668) | (1,512,271) | (3,205,807) | (5,705,931) |
Gain (loss) on sale of assets | 8,191,610 | (5,909) | ||
Other Income (expense) | 30,000 | |||
Interest income (expense), net | (483,271) | (279,365) | (1,052,318) | (696,817) |
Loss before income tax provision | (1,466,939) | (1,791,636) | 3,963,485 | (6,408,657) |
Net Income (Loss) | $ (1,466,939) | $ (1,791,636) | $ 3,963,485 | $ (6,408,657) |
Earnings (loss) per shares - basic | $ (0.24) | $ (0.29) | $ 0.48 | $ (1.02) |
Earnings (loss) per shares - diluted | $ (0.24) | $ (0.29) | $ 0.48 | $ (1.02) |
Weighted average shares outstanding - basic | 6,763,125 | 6,656,125 | 7,387,157 | 6,655,598 |
Weighted average shares outstanding - diluted | 6,763,125 | 6,656,125 | 7,387,157 | 6,655,598 |
Condensed Consolidated Statements of Operations (Unaudited) (Parenthetical) - USD ($) |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Dec. 31, 2023 |
Dec. 31, 2022 |
Dec. 31, 2023 |
Dec. 31, 2022 |
|
Condensed Consolidated Statements of Operations (Unaudited) | ||||
Depreciation, depletion and amortization | $ 30,182 | $ 49,027 | $ 182,931 | $ 164,890 |
Statements of Changes in Stockholder Equity (Unaudited) - USD ($) |
Preferred Stock
Series A-1 Preferred Stock
|
Preferred Stock
Series A-2 Preferred Stock
|
Preferred Stock
Series A-3 Preferred Stock
|
Common Stock
Common Stock Class A
|
Common Stock
Common Stock Class B
|
Additional Paid-in Capital |
Accumulated Deficit |
Series A-1 Preferred Stock |
Series A-2 Preferred Stock |
Total |
---|---|---|---|---|---|---|---|---|---|---|
Balance at Mar. 31, 2022 | $ 4,827,000 | $ 1,950,000 | $ 5,075,140 | $ 35,786 | $ 4,868 | $ 58,972,469 | $ (63,810,756) | $ 7,054,507 | ||
Balance (in shares) at Mar. 31, 2022 | 48.27 | 19.45 | 50.75 | 35,785,858 | 4,866,832 | |||||
Issuance of restricted Class B Common stock for compensation | $ 5 | (5) | ||||||||
Issuance of restricted Class B Common stock for compensation (in shares) | 5,000 | |||||||||
Forfeiture of Class B Common stock | $ (5) | 5 | ||||||||
Forfeiture of Class B Common stock (in shares) | (5,000) | |||||||||
Quarterly dividends on Series A-1 and A-2 Preferred shares | (135,170) | (135,170) | ||||||||
Stock-based compensation | 656,876 | 656,876 | ||||||||
Net Income (Loss) | (2,698,775) | (2,698,775) | ||||||||
Balance at Jun. 30, 2022 | $ 4,827,000 | $ 1,950,000 | $ 5,075,140 | $ 35,786 | $ 4,868 | 59,629,345 | (66,644,701) | 4,877,438 | ||
Balance (in shares) at Jun. 30, 2022 | 48.27 | 19.45 | 50.75 | 35,785,858 | 4,866,832 | |||||
Balance at Mar. 31, 2022 | $ 4,827,000 | $ 1,950,000 | $ 5,075,140 | $ 35,786 | $ 4,868 | 58,972,469 | (63,810,756) | 7,054,507 | ||
Balance (in shares) at Mar. 31, 2022 | 48.27 | 19.45 | 50.75 | 35,785,858 | 4,866,832 | |||||
Net Income (Loss) | (6,408,657) | |||||||||
Balance at Dec. 31, 2022 | $ 4,827,000 | $ 1,950,000 | $ 5,075,140 | $ 35,786 | $ 4,868 | 60,620,389 | (70,627,891) | 1,885,292 | ||
Balance (in shares) at Dec. 31, 2022 | 48.27 | 19.45 | 50.75 | 35,785,858 | 4,866,832 | |||||
Balance at Jun. 30, 2022 | $ 4,827,000 | $ 1,950,000 | $ 5,075,140 | $ 35,786 | $ 4,868 | 59,629,345 | (66,644,701) | 4,877,438 | ||
Balance (in shares) at Jun. 30, 2022 | 48.27 | 19.45 | 50.75 | 35,785,858 | 4,866,832 | |||||
Quarterly dividends on Series A-1 and A-2 Preferred shares | (136,654) | (136,654) | ||||||||
Stock-based compensation | 655,105 | 655,105 | ||||||||
Net Income (Loss) | (1,918,246) | (1,918,246) | ||||||||
Balance at Sep. 30, 2022 | $ 4,827,000 | $ 1,950,000 | $ 5,075,140 | $ 35,786 | $ 4,868 | 60,284,450 | (68,699,601) | 3,477,643 | ||
Balance (in shares) at Sep. 30, 2022 | 48.27 | 19.45 | 50.75 | 35,785,858 | 4,866,832 | |||||
Quarterly dividends on Series A-1 and A-2 Preferred shares | (136,654) | (136,654) | ||||||||
Stock-based compensation | 335,939 | 335,939 | ||||||||
Net Income (Loss) | (1,791,636) | (1,791,636) | ||||||||
Balance at Dec. 31, 2022 | $ 4,827,000 | $ 1,950,000 | $ 5,075,140 | $ 35,786 | $ 4,868 | 60,620,389 | (70,627,891) | 1,885,292 | ||
Balance (in shares) at Dec. 31, 2022 | 48.27 | 19.45 | 50.75 | 35,785,858 | 4,866,832 | |||||
Balance at Mar. 31, 2023 | $ 4,827,000 | $ 1,950,000 | $ 5,075,140 | $ 35,786 | $ 4,975 | 60,783,824 | (72,702,666) | (25,941) | ||
Balance (in shares) at Mar. 31, 2023 | 48.27 | 19.45 | 50.75 | 35,785,858 | 4,973,832 | |||||
Quarterly dividends on Series A-1 and A-2 Preferred shares | (135,168) | (135,168) | ||||||||
Stock-based compensation | 92,707 | 92,707 | ||||||||
Net Income (Loss) | (1,526,184) | (1,526,184) | ||||||||
Balance at Jun. 30, 2023 | $ 4,827,000 | $ 1,950,000 | $ 5,075,140 | $ 35,786 | $ 4,975 | 60,876,531 | (74,364,018) | (1,594,586) | ||
Balance (in shares) at Jun. 30, 2023 | 48.27 | 19.45 | 50.75 | 35,785,858 | 4,973,832 | |||||
Balance at Mar. 31, 2023 | $ 4,827,000 | $ 1,950,000 | $ 5,075,140 | $ 35,786 | $ 4,975 | 60,783,824 | (72,702,666) | (25,941) | ||
Balance (in shares) at Mar. 31, 2023 | 48.27 | 19.45 | 50.75 | 35,785,858 | 4,973,832 | |||||
Quarterly dividends on Series A-1 and A-2 Preferred shares | $ (8,000) | $ (8,000) | ||||||||
Net Income (Loss) | 3,963,485 | |||||||||
Balance at Dec. 31, 2023 | $ 4,827,000 | $ 1,950,000 | $ 5,075,140 | $ 35,786 | $ 4,975 | 61,871,409 | (69,147,657) | 4,616,653 | ||
Balance (in shares) at Dec. 31, 2023 | 48.27 | 19.45 | 50.75 | 35,785,858 | 4,973,832 | |||||
Balance at Jun. 30, 2023 | $ 4,827,000 | $ 1,950,000 | $ 5,075,140 | $ 35,786 | $ 4,975 | 60,876,531 | (74,364,018) | (1,594,586) | ||
Balance (in shares) at Jun. 30, 2023 | 48.27 | 19.45 | 50.75 | 35,785,858 | 4,973,832 | |||||
Issuance of restricted Class B Common stock for compensation | 914,150 | 914,150 | ||||||||
Quarterly dividends on Series A-1 and A-2 Preferred shares | (136,654) | (136,654) | ||||||||
Stock-based compensation | 49,478 | 49,478 | ||||||||
Net Income (Loss) | 6,956,608 | 6,956,608 | ||||||||
Balance at Sep. 30, 2023 | $ 4,827,000 | $ 1,950,000 | $ 5,075,140 | $ 35,786 | $ 4,975 | 61,840,159 | (67,544,064) | 6,188,996 | ||
Balance (in shares) at Sep. 30, 2023 | 48.27 | 19.45 | 50.75 | 35,785,858 | 4,973,832 | |||||
Quarterly dividends on Series A-1 and A-2 Preferred shares | (136,654) | (136,654) | ||||||||
Stock-based compensation | 31,250 | 31,250 | ||||||||
Net Income (Loss) | (1,466,939) | (1,466,939) | ||||||||
Balance at Dec. 31, 2023 | $ 4,827,000 | $ 1,950,000 | $ 5,075,140 | $ 35,786 | $ 4,975 | $ 61,871,409 | $ (69,147,657) | $ 4,616,653 | ||
Balance (in shares) at Dec. 31, 2023 | 48.27 | 19.45 | 50.75 | 35,785,858 | 4,973,832 |
ORGANIZATION |
9 Months Ended |
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Dec. 31, 2023 | |
ORGANIZATION | |
ORGANIZATION | 1. ORGANIZATION On January 1, 2020, the Company changed its name from RMR Industrials, Inc. to Rocky Mountain Industrials, Inc. Rocky Mountain Industrials, Inc. (the “Company”, “RMI”, “we”, “our”, “us”) seeks to acquire and consolidate complementary industrial assets. RMI’s consolidation strategy is to assemble a portfolio of mature and value-add industrial commodities businesses to generate scalable enterprises with a broad portfolio of products and services addressing a common and stable customer base. Through our wholly owned subsidiary, RMR Aggregates, Inc. (“RMR Aggregates”), we operate the Mid-Continent Quarry in Garfield County, Colorado, producing chemical-grade calcium carbonate that currently services local and regional customers in a variety of end markets, including but not limited to mining, manufacturing, construction, and agriculture. Through our wholly owned subsidiary, Rail Land Company, LLC (“Rail Land Company”), we are actively developing Rocky Mountain Rail Park (the “Rail Park”), a dedicated rail-served industrial business park serving the greater Denver market. The Company’s development of the Rail Park is intended to expand the customer base for our products by utilizing rail freight capabilities to reach customers in the greater Denver area and by expanding our business to include rail transportation solutions and services. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
9 Months Ended |
---|---|
Dec. 31, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited interim consolidated financial statements have been prepared in accordance with the accounting policies described in the consolidated financial statements and related notes included in our annual report on Form 10-K for the year ended March 31, 2023, (“2023 Form 10-K”) and should be read in conjunction with such consolidated financial statements and related notes. The 2023 year end consolidated balance sheet data included in the Form 10-Q filing was derived from the audited consolidated financial statements in our 2023 Form 10-K, but does not include all disclosures required by accounting principles generally accepted in the United States. The following notes to these interim consolidated financial statements highlight significant changes to the notes included in the March 31, 2023 audited consolidated financial statements included in our 2023 Form 10-K and present interim disclosures as required by the Securities and Exchange Commission. Consolidation The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). The condensed consolidated financial statements include the financial condition and results of operations of our wholly-owned subsidiaries, where intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates, judgments, and assumptions that impact the reported amounts of assets, liabilities, and expenses, and disclosure of contingent assets and liabilities in the financial statements and accompanying notes. Actual results could materially differ from those estimates. Management considers many factors in selecting appropriate financial accounting policies and controls, and in developing the estimates and assumptions that are used in the preparation of these financial statements. Management must apply significant judgment in this process. In addition, other factors may affect estimates, including: expected business and operational changes, sensitivity and volatility associated with the assumptions used in developing estimates, and whether historical trends are expected to be representative of future trends. The estimation process may yield a range of potentially reasonable estimates of the ultimate future outcomes and management must select an amount that falls within that range of reasonable estimates. Although these estimates are based on the Company’s knowledge of current events and actions it may undertake in the future, actual results may ultimately materially differ from those estimated amounts and assumptions used in the preparation of the financial statements. Fair Value Measurements The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets are marked to bid prices and financial liabilities are marked to offer prices. Fair value measurements do not include transaction costs. A fair value hierarchy is used to prioritize the quality and reliability of the information used to determine fair values. Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is defined into the following three categories: - Level 1: Quoted market prices in active markets for identical assets or liabilities - Level 2: Observable market-based inputs or inputs that are corroborated by market data - Level 3: Unobservable inputs that are not corroborated by market data The fair value of notes payable was $20,871,986 and $14,000,947 as of December 31, 2023 and March 31, 2023, respectively. Earnings (loss) per Common Share Basic earnings (loss) per common share is calculated by dividing the net income (loss) by the weighted average number of common shares outstanding during the period, without consideration for the potentially dilutive effects of converting stock options or restricted stock purchase rights outstanding. Diluted earnings (loss) per common share is calculated by dividing net income (loss) by the weighted average of common shares outstanding during the period and the potential dilutive effects of stock options or restricted stock purchase rights outstanding during the period determined using the treasury stock method if the effect is not anti-dilutive. In periods in which the Company reports a net loss, diluted earnings per share is the same as basic earnings per share since dilutive common shares are not assumed to have been issued, as their effect is anti-dilutive. Participating securities (primarily convertible preferred stock) of 624,032 equivalent common shares have been included in basic and diluted weighted average shares outstanding, for the nine months ended December 31, 2023.
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INVENTORY |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||
INVENTORY | |||||||||||||||||||||||||||||||||||||||||||||||||
INVENTORY | 3. INVENTORY Inventory, is valued at the lower of cost (average) or net realizable value.
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PROPERTY, PLANT AND EQUIPMENT |
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PROPERTY, PLANT AND EQUIPMENT | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
PROPERTY, PLANT AND EQUIPMENT | 4. PROPERTY, PLANT AND EQUIPMENT The following summarizes the Company’s property, plant and equipment as of:
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NOTES PAYABLE |
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NOTES PAYABLE | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
NOTES PAYABLE | 5. NOTES PAYABLE In May 2022, Rail Land Company executed on a Promissory Note for a construction loan (“Construction Note”) of $21M and a Promissory Note for a revolving line of credit (“Line of Credit”) of $2M with a bank to provide for the developer portion of infrastructure costs of the Rail Park. A portion of the $21M Construction Note was used to repay the Secured Promissory Note. The Construction Note is secured by the underlying property of the Rail Park and RMI is the guarantor. The Line of Credit is secured by amounts owed to Rail Land Company from the District for submitted pay applications. The Construction Note and Line of Credit incur interest at prime rate plus 2.25% and each had maturity dates of May 20, 2024. The initial interest rate was 6.25%. On July 28, 2023, Rail Land Company executed an amendment to its $21M Construction Note. The amendment cancelled the $2M Line of Credit and increased the Construction Note to $29.5M and includes a reborrowing amount of up to $8.5M. The Construction Note incurs interest at prime rate plus 2.25% and has an amended maturity date of February 17, 2025. Net proceeds from the sale of Rail Park lots shall be used to reduce the then outstanding principal balance of the Construction Note at a rate of eighty five percent (85%) of net proceeds of the first lot sale and ninety percent (90%) of net proceeds from subsequent lot sales. Distribution or dividends of Rail Land Company to any of its members or other legal beneficial owner may not be paid without the consent of the bank. Rail Land Company is to maintain a minimum cash balance with the bank of $1M, tested quarterly.
|
TRANSACTIONS WITH RELATED PARTIES |
9 Months Ended |
---|---|
Dec. 31, 2023 | |
TRANSACTIONS WITH RELATED PARTIES | |
TRANSACTIONS WITH RELATED PARTIES | 6. TRANSACTIONS WITH RELATED PARTIES As of December 31, 2023, the Company has accrued $2,202,500 for unpaid officers’ expense in accordance with consulting agreements with our Non-executive Board Chairman and Chief Executive Officer. Under the terms of each consulting agreement, each consultant shall serve as an executive officer to the Company and receive monthly compensation of $35,000. The consulting agreements may be terminated by either party for breach or upon thirty days prior written notice. |
SHAREHOLDERS' EQUITY |
9 Months Ended |
---|---|
Dec. 31, 2023 | |
SHAREHOLDERS' EQUITY | |
SHAREHOLDERS' EQUITY | 7. SHAREHOLDERS’ EQUITY Preferred Stock The Company has authorized 50,000,000 shares of preferred stock for issuance. In April 2021, the Board of Directors of the Company authorized 118.47 shares as Series A Preferred Stock and designated 48.27 shares as Series A-1 Convertible Preferred Stock, 19.45 shares as Series A-2 Convertible Preferred Stock and 50.75 shares as Series A-3 Convertible Preferred Stock (collectively referred to as “Series A Preferred Stock”). The Series A Preferred Stock is senior, with respect to dividend rights and to rights upon any voluntary or involuntary liquidation, dissolution or winding up of the Company (each, a “Liquidation Event”) in preference and priority to the Class A Common Stock and Class B Common Stock of the Company. Voting Rights Series A Preferred Stock is entitled to vote on all matters submitted to a vote of the stockholders of the Company together with the holders of Class B Common Stock and is entitled to that number of votes equal to the number of shares of Class B Common Stock into which the holder’s shares of Series A Preferred Stock could then be converted. Dividends Series A-1 Preferred Stock and Series Preferred Stock, accrue dividends at the rate per annum of $8,000 (“Accruing Dividends”), subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series A Preferred Stock, whether or not declared, and shall be cumulative. The Company shall not declare, pay or set aside any dividends on shares of any other class or series of capital stock of the Company (other than dividends on shares of Class B Common Stock payable in shares of Class B Common Stock) unless the holders of the Series A-1 Preferred Stock and Series A-2 Preferred Stock then outstanding shall first receive, or simultaneously receive, a dividend on each outstanding share of Series A-1 Preferred Stock and Series A- 2 Preferred Stock in an amount at least equal to the sum of (i) the amount of the aggregate Accruing Dividends then accrued on such share of Series A-1 Preferred Stock or Series A-2 Preferred Stock (as applicable) and not previously paid and (ii) in the case of a dividend on Class B Common Stock or any class or series that is convertible into Class B Common Stock, that dividend per share of Series A-1 Preferred Stock or Series A-2 Preferred Stock (as applicable) as would equal the product of (l) the dividend payable on each share of such class or series determined, if applicable, as if all shares of such class or series had been converted into Class B Common Stock and (2) the number of shares of Class B Common Stock issuable upon conversion of a share of Series A-I Preferred Stock or Series A-2 Preferred Stock (as applicable), in each case calculated on the record date for determination of holders entitled to receive such dividend. Series A-3 Preferred Stock does not accrue dividends.Liquidation Preference In the event of any Liquidation Event, the holders of shares of Series A Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Company available for distribution to its stockholders, and in the event of a Deemed Liquidation Event (as defined below), the holders of shares of Series A Preferred Stock then outstanding shall be entitled to be paid out of the consideration payable to stockholders in such Deemed Liquidation Event or out of the available proceeds, as applicable, before any payment shall be made to the holders of Common Stock. A Deemed Liquidation Event is defined as a merger or consolidation in which a change of control of the Company has occurred or the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Company or any subsidiary of the Company of all or substantially all the assets of the Company and its subsidiaries taken as a whole. Conversion Series A Preferred Stock is convertible, at the option of the holder, into a number of shares of Class B Common Stock determined by dividing (i) the sum of the Series A Original Issue Price and all then-unpaid Accruing Dividends by (ii) the respective conversion price in effect at the time of conversion. The Series A-1 Preferred Stock conversion price is $25.00 per share, the Series A-2 Preferred Stock conversion price is $21.00 per share and the Series A-3 Preferred Stock conversion price is $15.00 per share. In the event of an underwritten public offering, public uplist, or qualified equity issuance of at least $10,000,000 in gross proceeds and a minimum price per share of $25.00 for the Company's Common Stock (“Qualified Offering”), Series A Preferred Stock shall automatically be converted into such number of fully paid and non-assessable shares of Class B Common Stock at the then effective conversion rate as noted above. Common Stock The Company has authorized 2,100,000,000 shares of common stock for issuance, including 2,000,000,000 shares of Class A Common Stock and 100,000,000 shares of Class B Common Stock. The holders of Class A Common Stock have the right to vote on all matters on which stockholders have the right to vote. The holders of Class B Common Stock have the right to vote solely on matters where the vote of such holders is explicitly required under Nevada law. The holders of Class A Common Stock and Class B Common stock have equal distribution rights, provided that distributions in securities shall be made in either identical securities or securities with similar voting characteristics. The holders of Class A Common Stock and Class B Common Stock are entitled to receive identical per-share consideration upon a merger, conversion or exchange of the Company with another entity, and have equal rights upon a dissolution, liquidation or winding-up of the Company. |
SHARE-BASED COMPENSATION |
9 Months Ended |
---|---|
Dec. 31, 2023 | |
SHARE-BASED COMPENSATION | |
SHARE-BASED COMPENSATION | 8. SHARE-BASED COMPENSATION The RMR Industrials, Inc. 2015 Equity Incentive Plan (the “2015 Plan”) authorizes the issuance of up to 30% of the outstanding shares of Common Stock at any time pursuant to awards made by the Company’s board of directors. As of December 31, 2023, there were 808,786 shares still available for future issuance under the 2015 Plan. Stock Options The Company grants stock options to certain employees that give them the right to acquire our Class B common stock under the 2015 Plan. The exercise price of options granted is equal to the closing price per share of our stock at the date of grant. The nonqualified options vest at a rate of 33% on each of the first three anniversaries of the grant date provided that the award recipient continues to be employed by us through each of those vesting dates and expire ten years from the date of grant. No stock option awards were granted during the nine months ended December 31, 2023. Stock Awards During the nine months ended December 31, 2023, the Company granted no restricted shares of Class B Common Stock. Restricted shares vest ratably over a four-year vesting period, subject to continued service and a performance condition. During the nine months ended December 31, 2023, no restricted shares of common stock were forfeited.
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SEGMENT REPORTING |
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SEGMENT REPORTING | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
SEGMENT REPORTING | 9. SEGMENT REPORTING For the three and nine months ended December 31, 2023 and 2022, the Company has two reportable segments: Aggregates and Rail Park. The Aggregates segment produces chemical grade limestone for use in the aggregates market. The Rail Park segment consists of land under development to provide a rail terminal and services facility and currently has no operational activity. The Rail Park will require significant future capital investment before the segment starts generating recurring revenue. The Rail Park development commenced in the first half of calendar year 2021. The Aggregates segment had one construction company, Customer A that accounted for 78% of segment revenue for the three months ended December 31, 2023 and had two construction companies, Customer A that accounted for approximately 61% of segment revenue and Customer B that accounted for 18% of segment revenue for the nine months ended December 31, 2023.
As of December 31, 2023, the construction company, Customer A, accounted for approximately 39% and Customer C accounted for approximately 13% of Aggregates segment accounts receivable balance. The accounting policies of the segments are the same as those described in the summary of significant accounting policies. The Company evaluates performance based on profit or loss from operations before income taxes not including nonrecurring gains and losses. The Company’s reportable segments are strategic business units that offer different products and services. They are managed separately because each business requires different technology and marketing strategies. All assets are held and all operating activities occur within the United States.
Land Under Development In 2018, the Company formed the Rocky Mountain Rail Park Metropolitan District (“District”) for the purpose of financing public improvements related to the development of approximately 620 acres, including open space and other right-of-way areas and providing ongoing operations and maintenance services related to the public improvements. Public improvements are generally any part or all of the public improvements authorized to be planned, designed, acquired, constructed, installed, relocated, redeveloped, operated, maintained and/or financed, including necessary and appropriate landscaping, appurtenances and real property to effect such improvements, as generally described in the Colorado Special District Act (Title 32, Article 1, Colorado Revised Statutes) and as may be necessary to serve the future taxpayers and inhabitants of the District, as determined by the District Board, including public improvements within and outside of the District’s boundaries. In April 2021, the District closed on its Limited Tax General Obligation and Water Revenue Bonds, Series 2021A and 2021B (“Tax - Exempt Bonds”) raising total proceeds of approximately $65.2 million, approximately $51.2 million of which will be directly used to fund the public improvements. The Tax - Exempt Bonds are an obligation of the District and not of the Company and will be repaid through ownership taxes and other enterprise revenues collected by the District from property owners residing in the District. Gain on Sale of Assets In August 2023, the Rail Park sold approximately 60 acres of land under development for a total sales price of $13.1 million and recognized a net gain of $8.2 million. |
COMMITMENTS AND CONTINGENCIES |
9 Months Ended | ||||||||||||||||||||
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Dec. 31, 2023 | |||||||||||||||||||||
COMMITMENTS AND CONTINGENCIES | |||||||||||||||||||||
COMMITMENTS AND CONTINGENCIES | 10. COMMITMENTS AND CONTINGENCIES Accrued Reclamation Liability The Company incurs reclamation liabilities as part of its mining activities. Quarry activities require the removal and relocation of significant levels of overburden to access materials of usable quantity and quality. The same overburden material is used to reclaim depleted mine areas, which must be sloped to a certain gradient and seeded to prevent erosion in the future. Reclamation methods and requirements can differ depending on the quarry and state rules and regulations in existence for certain locations. As of December 31, 2023, the Company’s undiscounted reclamation obligations totaled approximately $366,000. This obligation is expected to be settled within the next 20 years. Reclamation costs resulting from the normal use of long-lived assets, either owned or leased, are recognized over the period the asset is in use. The obligation, which cannot be reduced by estimated offsetting cash flows, is recorded at fair value as a liability at the obligating event date and is accreted through charges to selling, general and administrative costs, inclusive of depreciation, depletion and amortization. The fair value is based on our estimate of the cost required for a third party to perform the legally required reclamation tasks including a reasonable profit margin. This fair value is also capitalized as part of the carrying amount of the underlying asset and depreciated over the estimated useful life of the asset. The mining reclamation reserve is based on management’s estimate of future cost requirements to reclaim property at its operating quarry site. Costs are estimated in current dollars and inflated until the expected time of payment using a future estimated inflation rate and then discounted back to present value using a credit-adjusted, risk-free rate on obligations of similar maturity adjusted to reflect our credit rating. The Company will review reclamation liabilities at least every three years for a revision to the cost or a change in the estimated settlement date. Additionally, reclamation liabilities are reviewed in the period in which a triggering event occurs that would result in either a revision to the cost or a change in the estimated settlement date. Examples of events that would trigger a change in the cost include a new reclamation law or amendment to an existing mineral lease. Examples of events that would cause a change in the estimated settlement date include the acquisition of additional reserves or early or delayed closure of a site. Any affect to earnings from cost revisions is included in cost of revenue. A reconciliation of the carrying amount of our accrued reclamation liabilities is as follows:
Reimbursement Agreement In October 2023, Rail Land Company executed a Utility Installation Reimbursement Agreement (“Reimbursement Agreement”) with a natural gas utility provider (“Provider”). The effective date of the Reimbursement Agreement is stated to be the date of the infrastructure completion date anticipated to be within 120 days from the execution of the Reimbursement Agreement. The Reimbursement Agreement provides that RLC will reimburse the Provider actual construction cost, up to, but not exceeding, approximately $1.5M divided into 5 increments of approximately $0.3M. However, the reimbursement amount will be reduced if usage at the Rail Park exceeds certain thresholds beginning 24 months after the effective date and annually thereafter until 72 months after the effective date. The infrastructure construction has not commenced as of February 13, 2024. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) |
9 Months Ended |
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Dec. 31, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | Basis of Presentation The accompanying unaudited interim consolidated financial statements have been prepared in accordance with the accounting policies described in the consolidated financial statements and related notes included in our annual report on Form 10-K for the year ended March 31, 2023, (“2023 Form 10-K”) and should be read in conjunction with such consolidated financial statements and related notes. The 2023 year end consolidated balance sheet data included in the Form 10-Q filing was derived from the audited consolidated financial statements in our 2023 Form 10-K, but does not include all disclosures required by accounting principles generally accepted in the United States. The following notes to these interim consolidated financial statements highlight significant changes to the notes included in the March 31, 2023 audited consolidated financial statements included in our 2023 Form 10-K and present interim disclosures as required by the Securities and Exchange Commission. |
Consolidation | Consolidation The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). The condensed consolidated financial statements include the financial condition and results of operations of our wholly-owned subsidiaries, where intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates, judgments, and assumptions that impact the reported amounts of assets, liabilities, and expenses, and disclosure of contingent assets and liabilities in the financial statements and accompanying notes. Actual results could materially differ from those estimates. Management considers many factors in selecting appropriate financial accounting policies and controls, and in developing the estimates and assumptions that are used in the preparation of these financial statements. Management must apply significant judgment in this process. In addition, other factors may affect estimates, including: expected business and operational changes, sensitivity and volatility associated with the assumptions used in developing estimates, and whether historical trends are expected to be representative of future trends. The estimation process may yield a range of potentially reasonable estimates of the ultimate future outcomes and management must select an amount that falls within that range of reasonable estimates. Although these estimates are based on the Company’s knowledge of current events and actions it may undertake in the future, actual results may ultimately materially differ from those estimated amounts and assumptions used in the preparation of the financial statements. |
Fair Value Measurements | Fair Value Measurements The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets are marked to bid prices and financial liabilities are marked to offer prices. Fair value measurements do not include transaction costs. A fair value hierarchy is used to prioritize the quality and reliability of the information used to determine fair values. Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is defined into the following three categories: - Level 1: Quoted market prices in active markets for identical assets or liabilities - Level 2: Observable market-based inputs or inputs that are corroborated by market data - Level 3: Unobservable inputs that are not corroborated by market data The fair value of notes payable was $20,871,986 and $14,000,947 as of December 31, 2023 and March 31, 2023, respectively. |
Earnings (loss) per Common Share | Earnings (loss) per Common Share Basic earnings (loss) per common share is calculated by dividing the net income (loss) by the weighted average number of common shares outstanding during the period, without consideration for the potentially dilutive effects of converting stock options or restricted stock purchase rights outstanding. Diluted earnings (loss) per common share is calculated by dividing net income (loss) by the weighted average of common shares outstanding during the period and the potential dilutive effects of stock options or restricted stock purchase rights outstanding during the period determined using the treasury stock method if the effect is not anti-dilutive. In periods in which the Company reports a net loss, diluted earnings per share is the same as basic earnings per share since dilutive common shares are not assumed to have been issued, as their effect is anti-dilutive. Participating securities (primarily convertible preferred stock) of 624,032 equivalent common shares have been included in basic and diluted weighted average shares outstanding, for the nine months ended December 31, 2023. |
INVENTORY (Tables) |
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INVENTORY | |||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of inventory |
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PROPERTY, PLANT AND EQUIPMENT (Tables) |
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Schedule of property, plant and equipment |
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NOTES PAYABLE (Tables) |
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Schedule of notes payable |
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SEGMENT REPORTING (Tables) |
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SEGMENT REPORTING | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of segment reporting information |
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COMMITMENTS AND CONTINGENCIES (Tables) |
9 Months Ended | ||||||||||||||||||||
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Dec. 31, 2023 | |||||||||||||||||||||
COMMITMENTS AND CONTINGENCIES | |||||||||||||||||||||
Schedule of carrying amount of our accrued reclamation liabilities |
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details) - USD ($) |
9 Months Ended | |
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Dec. 31, 2023 |
Mar. 31, 2023 |
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Fair value of notes payable | $ 20,871,986 | $ 14,000,947 |
Participating securities equivalent common shares that have been included in basic and diluted weighted average shares outstanding | 624,032 |
INVENTORY (Details) - USD ($) |
Dec. 31, 2023 |
Mar. 31, 2023 |
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INVENTORY | ||
Blasted Rock | $ 75,832 | $ 102,243 |
Total | $ 75,832 | $ 102,243 |
PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) |
Dec. 31, 2023 |
Mar. 31, 2023 |
---|---|---|
PROPERTY, PLANT AND EQUIPMENT | ||
Total | $ 3,679,340 | $ 3,973,789 |
Less: Accumulated Depreciation | (1,624,656) | (1,739,818) |
Property, plant and equipment, net | 2,054,684 | 2,233,971 |
Recoverable Limestone | ||
PROPERTY, PLANT AND EQUIPMENT | ||
Total | 1,477,469 | 1,477,469 |
Mill Equipment | ||
PROPERTY, PLANT AND EQUIPMENT | ||
Total | 1,220,657 | 1,220,657 |
Mining Equipment | ||
PROPERTY, PLANT AND EQUIPMENT | ||
Total | 333,030 | 333,029 |
Mobile Equipment | ||
PROPERTY, PLANT AND EQUIPMENT | ||
Total | 569,212 | 863,660 |
Other | ||
PROPERTY, PLANT AND EQUIPMENT | ||
Total | $ 78,972 | $ 78,974 |
NOTES PAYABLE (Details) - USD ($) $ in Millions |
1 Months Ended | |
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Jul. 28, 2023 |
May 31, 2022 |
|
Interest rate (as a percent) | 6.25% | |
Minimum cash balance | $ 1.0 | |
Prime Rate | ||
Prime rate | 2.25% | |
Revolving Credit Facility | ||
Line of credit facility, maximum borrowing capacity | $ 2.0 | |
Face amount of canceled debt instrument | $ 2.0 | |
Construction Note | ||
Principal value | 21.0 | $ 21.0 |
Maximum reborrowing amount | $ 8.5 | |
Prime rate | 2.25% | |
Net proceeds of the first lot sale | 85.00% | |
Net proceeds from subsequent lot sales | 90.00% | |
Lines of credit [Member] | ||
Principal value | $ 29.5 |
NOTES PAYABLE - Schedule of Notes Payable (Details) - USD ($) |
Dec. 31, 2023 |
Mar. 31, 2023 |
---|---|---|
NOTES PAYABLE | ||
Notes payable gross | $ 20,871,986 | $ 14,000,947 |
Unamortized debt issuance cost | (474,541) | (447,154) |
Total notes payable | 20,397,445 | 13,553,793 |
Less: current portion | (49,000) | (40,969) |
Debt due after one year | 20,348,445 | 13,512,824 |
Equipment Loan | ||
NOTES PAYABLE | ||
Notes payable gross | 5,969 | |
Construction Note | ||
NOTES PAYABLE | ||
Notes payable gross | $ 20,495,946 | $ 13,586,665 |
Effective Interest Rate | 10.75% | 10.75% |
Promissory notes | ||
NOTES PAYABLE | ||
Notes payable gross | $ 207,290 | $ 243,782 |
Effective Interest Rate | 7.18% | 7.18% |
Secured disaster loan (SBA) | ||
NOTES PAYABLE | ||
Notes payable gross | $ 168,750 | $ 164,531 |
Effective Interest Rate | 3.75% | 3.75% |
Minimum | Equipment Loan | ||
NOTES PAYABLE | ||
Effective Interest Rate | 2.10% | 2.10% |
Maximum | Equipment Loan | ||
NOTES PAYABLE | ||
Effective Interest Rate | 6.30% | 6.30% |
TRANSACTIONS WITH RELATED PARTIES (Details) - USD ($) |
9 Months Ended | |
---|---|---|
Dec. 31, 2023 |
Mar. 31, 2023 |
|
TRANSACTIONS WITH RELATED PARTIES | ||
Accrued compensation expense | $ 2,202,500 | $ 1,877,500 |
Other Liability, Current, Related Party, Type [Extensible Enumeration] | Related party | Related party |
Related party | ||
TRANSACTIONS WITH RELATED PARTIES | ||
Monthly officers compensation | $ 35,000 | |
Notice period of consulting agreements | 30 days |
SHAREHOLDERS' EQUITY (Details) - USD ($) |
3 Months Ended | 9 Months Ended | |||||||
---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2023 |
Sep. 30, 2023 |
Jun. 30, 2023 |
Dec. 31, 2022 |
Sep. 30, 2022 |
Jun. 30, 2022 |
Dec. 31, 2023 |
Mar. 31, 2023 |
Apr. 30, 2021 |
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Preferred stock, shares authorized | 50,000,000 | 50,000,000 | |||||||
Accrued dividends | $ 136,654 | $ 136,654 | $ 135,168 | $ 136,654 | $ 136,654 | $ 135,170 | |||
Share price | $ 25.00 | $ 25.00 | |||||||
Minimum | |||||||||
Proceeds from issuance of common stock | $ 10,000,000 | ||||||||
Common Stock | |||||||||
Common stock, shares authorized | 2,100,000,000 | 2,100,000,000 | |||||||
Common Stock Class A | |||||||||
Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 | 2,000,000,000 | ||||||
Common Stock Class B | |||||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | ||||||
Series A Preferred Stock | |||||||||
Preferred stock, shares authorized | 118.47 | ||||||||
Series A-1 Preferred Stock | |||||||||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 | 48.27 | |||||
Accrued dividends | $ 8,000 | ||||||||
Conversion price | $ 25.00 | ||||||||
Series A-2 Preferred Stock | |||||||||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 | 19.45 | |||||
Accrued dividends | $ 8,000 | ||||||||
Conversion price | $ 21.00 | ||||||||
Series A-3 Preferred Stock | |||||||||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 | 50.75 | |||||
Conversion price | $ 15.00 |
SHARE-BASED COMPENSATION (Details) - 2015 Equity Incentive Plan (the "2015 Plan") |
9 Months Ended |
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Dec. 31, 2023
shares
| |
Share-based compensation arrangement by share-based payment award, percentage of outstanding stock maximum | 30.00% |
Share-based compensation arrangement by share-based payment award, number of shares available for grant | 808,786 |
Employee Stock Option [Member] | |
Stock options, granted | shares | 0 |
Nonqualified options | |
Share-based compensation arrangement by share-based payment award, award vesting rights, percentage | 33.00% |
Share-based compensation arrangement by share-based payment award, expiration period | 10 years |
Common Stock Class B | Restricted Stock | |
Shares Granted | 0 |
Vesting period | 4 years |
Shares forfeited | 0 |
SEGMENT REPORTING - Reportable Segments (Details) - USD ($) |
3 Months Ended | 9 Months Ended | |||
---|---|---|---|---|---|
Dec. 31, 2023 |
Dec. 31, 2022 |
Dec. 31, 2023 |
Dec. 31, 2022 |
Mar. 31, 2023 |
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SEGMENT REPORTING | |||||
Revenue | $ 116,713 | $ 243,303 | $ 453,085 | $ 714,884 | |
Gross profit (loss) | 37,951 | (106,876) | 57,082 | (206,440) | |
Property, plant and equipment, net | 2,054,684 | 2,054,684 | $ 2,233,971 | ||
Land under development | 24,137,831 | 24,137,831 | $ 14,939,567 | ||
Operating segments | |||||
SEGMENT REPORTING | |||||
Revenue | 116,713 | 243,303 | 453,085 | 714,884 | |
Gross profit (loss) | 37,951 | (106,876) | 57,082 | (206,440) | |
Selling, general and administrative | 1,021,619 | 1,405,395 | 3,262,889 | 5,499,491 | |
Property, plant and equipment, net | 2,054,684 | 2,288,906 | 2,054,684 | 2,288,906 | |
Land under development | 24,137,831 | 10,982,866 | 24,137,831 | 10,982,866 | |
Operating segments | Aggregates | |||||
SEGMENT REPORTING | |||||
Revenue | 116,713 | 243,303 | 453,085 | 714,884 | |
Gross profit (loss) | 37,951 | (106,876) | 57,082 | (206,440) | |
Selling, general and administrative | 150,131 | 144,945 | 513,302 | 434,773 | |
Property, plant and equipment, net | 2,054,684 | 2,276,729 | 2,054,684 | 2,276,729 | |
Operating segments | Rail Park | |||||
SEGMENT REPORTING | |||||
Land under development | 24,137,831 | 10,982,866 | 24,137,831 | 10,982,866 | |
Operating segments | Other/Corporate | |||||
SEGMENT REPORTING | |||||
Selling, general and administrative | $ 871,488 | 1,260,450 | $ 2,749,587 | 5,064,718 | |
Property, plant and equipment, net | $ 12,177 | $ 12,177 |
COMMITMENTS AND CONTINGENCIES - Additional Information (Details) |
1 Months Ended | 9 Months Ended |
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Oct. 31, 2023
USD ($)
item
|
Dec. 31, 2023
USD ($)
|
|
COMMITMENTS AND CONTINGENCIES | ||
Undiscounted reclamation liability | $ 366,000 | |
Reclamation liability settlement term | 20 years | |
Reclamation liabilities review period | 3 years | |
Anticipated infrastructure completion period | 120 days | |
Construction cost to be reimbursed by the company to the provider | $ 1,500,000 | |
Number of increments in which the actual construction cost is to be reimbursed by the company to the provider | item | 5 | |
Amount of each increment in which the actual construction cost | $ 300,000 | |
Period beginning after the effective date of Reimbursement Agreement | 24 months | |
Period after the effective date of Reimbursement Agreement | 72 months |
COMMITMENTS AND CONTINGENCIES - Schedule of Reconciliation of Carrying Amount of Accrued Reclamation Liabilities (Details) |
9 Months Ended |
---|---|
Dec. 31, 2023
USD ($)
| |
COMMITMENTS AND CONTINGENCIES | |
Balance at beginning of period | $ 144,707 |
Liabilities incurred | 0 |
Accretion expense | 10,589 |
Balance at end of period | $ 155,296 |
Pay vs Performance Disclosure - USD ($) |
3 Months Ended | 9 Months Ended | ||||||
---|---|---|---|---|---|---|---|---|
Dec. 31, 2023 |
Sep. 30, 2023 |
Jun. 30, 2023 |
Dec. 31, 2022 |
Sep. 30, 2022 |
Jun. 30, 2022 |
Dec. 31, 2023 |
Dec. 31, 2022 |
|
Pay vs Performance Disclosure | ||||||||
Net Income (Loss) | $ (1,466,939) | $ 6,956,608 | $ (1,526,184) | $ (1,791,636) | $ (1,918,246) | $ (2,698,775) | $ 3,963,485 | $ (6,408,657) |
Insider Trading Arrangements |
3 Months Ended |
---|---|
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
1 Year RMR Industrials (PK) Chart |
1 Month RMR Industrials (PK) Chart |
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