Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Jun. 30, 2022 | Aug. 03, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2022 | |
Document Transition Report | false | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | Rocky Mountain Industrials, Inc. | |
Entity Central Index Key | 0001556179 | |
Current Fiscal Year End Date | --03-31 | |
Entity Current Reporting Status | No | |
Entity Shell Company | false | |
Entity Emerging Growth Company | true | |
Entity Small Business | true | |
Entity Ex Transition Period | false | |
Entity Filer Category | Non-accelerated Filer | |
Entity Interactive Data Current | No | |
Entity File Number | 0-55402 | |
Entity Incorporation, State or Country Code | NV | |
Entity Tax Identification Number | 46-0750094 | |
Entity Address, Address Line One | 6200 South Syracuse Way | |
Entity Address, Address Line Two | Suite 450 | |
Entity Address, City or Town | Greenwood Village | |
City Area Code | 720 | |
Local Phone Number | 614-5213 | |
Entity Address, State or Province | CO | |
Entity Address, Postal Zip Code | 80111 | |
Preferred stock, shares outstanding | 118.5 | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 35,785,858 | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 4,868,832 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2022 | Mar. 31, 2022 |
Current assets | ||
Cash | $ 2,632,654 | $ 3,238,377 |
Accounts receivable | 73,692 | 127,458 |
Other receivables | 1,304,734 | 2,538,444 |
Inventory | 30,849 | 24,974 |
Prepaid expenses | 937,747 | 679,414 |
Total current assets | 4,979,676 | 6,608,667 |
Property, plant, and equipment, net | 2,390,661 | 2,444,821 |
Land under development | 8,921,225 | 6,973,634 |
Right of use asset | 475,028 | |
Asset retirement obligation, net | 69,909 | 71,124 |
Other intangibles, net | 49,975 | 52,967 |
Restricted cash | 185,530 | 185,514 |
Deposits and other assets | 121,128 | 121,128 |
Total assets | 17,193,132 | 16,457,855 |
Current liabilities | ||
Accounts payable | 3,093,232 | 1,104,430 |
Accrued liabilities | 189,835 | 196,214 |
Accrued liabilities, related party | 1,487,500 | 1,367,500 |
Dividends payable | 1,335,878 | 1,200,709 |
Debt due within one year | 76,480 | 235,118 |
Total current liabilities | 6,182,925 | 4,103,971 |
Debt due after one year | 5,514,267 | 5,167,825 |
Lease liability | 483,741 | |
Accrued reclamation liability | 134,761 | 131,552 |
Total liabilities | 12,315,694 | 9,403,348 |
Commitments and Contingencies | ||
Stockholders' Equity | ||
Additional paid-in capital | 59,629,345 | 58,972,469 |
Accumulated deficit | (66,644,701) | (63,810,756) |
Total stockholders' equity | 4,877,438 | 7,054,507 |
Total liabilities and stockholders' equity | 17,193,132 | 16,457,855 |
Series A-1 Preferred Stock | ||
Stockholders' Equity | ||
Preferred Stock | 4,827,000 | 4,827,000 |
Series A-2 Preferred Stock | ||
Stockholders' Equity | ||
Preferred Stock | 1,950,000 | 1,950,000 |
Series A-3 Preferred Stock | ||
Stockholders' Equity | ||
Preferred Stock | 5,075,140 | 5,075,140 |
Class A Common Stock | ||
Stockholders' Equity | ||
Common Stock | 35,786 | 35,786 |
Class B Common Stock | ||
Stockholders' Equity | ||
Common Stock | $ 4,868 | $ 4,868 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2022 | Mar. 31, 2022 |
Preferred stock, shares authorized | 50,000,000 | |
Series A-1 Preferred Stock | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 48.27 | 48.27 |
Preferred stock, shares outstanding | 48.27 | 48.27 |
Series A-2 Preferred Stock | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 19.45 | 19.45 |
Preferred stock, shares outstanding | 19.45 | 19.45 |
Series A-3 Preferred Stock | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 50.75 | 50.75 |
Preferred stock, shares outstanding | 50.75 | 50.75 |
Class A Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 |
Common stock, shares issued | 35,785,858 | 35,785,858 |
Common stock, shares outstanding | 35,785,858 | 35,785,858 |
Class B Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 4,866,832 | 4,866,832 |
Common stock, shares outstanding | 4,866,832 | 4,866,832 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Condensed Consolidated Statements of Operations (Unaudited) | ||
Revenue | $ 183,150 | $ 399,912 |
Cost of goods sold | 274,711 | 284,893 |
Gross profit (loss) | (91,561) | 115,019 |
Selling, general and administrative (includes depreciation, depletion and amortization of $54,719 in 2022 and $75,504 in 2021) | 2,394,330 | 2,810,449 |
Loss from operations | (2,485,891) | (2,695,430) |
Loss on sale of assets | (5,909) | |
Debt Forgiveness | 438,500 | |
Interest income (expense), net | (206,975) | (163,109) |
Loss before income tax provision | (2,698,775) | (2,420,039) |
Net Loss | $ (2,698,775) | $ (2,420,039) |
Earnings (loss) per shares - basic | $ (0.43) | $ (0.41) |
Earnings (loss) per shares - diluted | $ (0.43) | $ (0.41) |
Weighted average shares outstanding - basic | 6,654,531 | 6,537,153 |
Weighted average shares outstanding - diluted | 6,654,531 | 6,537,153 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Unaudited) (Parenthetical) - USD ($) | 3 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Condensed Consolidated Statements of Operations (Unaudited) | ||
Depreciation, depletion and amortization | $ 54,719 | $ 75,504 |
Statements of Changes in Stockh
Statements of Changes in Stockholder Equity (Unaudited) - USD ($) | Preferred Shares Series A-1 Preferred Stock | Preferred Shares Series A-2 Preferred Stock | Preferred Shares Series A-3 Preferred Stock | Common Stock Class A Common Stock | Common Stock Class B Common Stock | Additional Paid-in Capital | Accumulated Deficit | Series A-1 Preferred Stock | Series A-2 Preferred Stock | Total |
Balance at Mar. 31, 2021 | $ 4,827,000 | $ 1,950,000 | $ 5,075,140 | $ 35,786 | $ 4,688 | $ 51,658,183 | $ (57,367,534) | $ 6,183,263 | ||
Balance (in shares) at Mar. 31, 2021 | 48.27 | 19.45 | 50.75 | 35,785,858 | 4,687,332 | |||||
Issuance of restricted Class B Common Stock for compensation | $ 140 | (141) | (1) | |||||||
Issuance of restricted Class B Common Stock for compensation (in shares) | 140,000 | |||||||||
Quarterly dividends on Series A-1 and A-2 Preferred shares | (236,393) | (236,393) | ||||||||
Stock-based compensation | 1,691,651 | 1,691,651 | ||||||||
Net loss | (2,420,039) | (2,420,039) | ||||||||
Balance at Jun. 30, 2021 | $ 4,827,000 | $ 1,950,000 | $ 5,075,140 | $ 35,786 | $ 4,828 | 53,349,693 | (60,023,966) | 5,218,481 | ||
Balance (in shares) at Jun. 30, 2021 | 48.27 | 19.45 | 50.75 | 35,785,858 | 4,827,332 | |||||
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) | $ (8,000) | $ (8,000) | (135,170) | ||||||
Stock-based compensation | 656,876 | 656,876 | ||||||||
Net 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 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash flow from operating activities: | ||
Net loss | $ (2,698,775) | $ (2,420,039) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Operating and investing cash flows (used in) for discontinued operations | (18,853) | |
Depreciation, depletion and amortization expense | 54,719 | 75,504 |
Stock-based compensation | 656,876 | 1,691,651 |
Gain/loss on sale of assets | 5,909 | |
Amortization of debt discount | 3,271 | 46,791 |
Accretion expense | 3,209 | 2,917 |
Debt forgiveness | (438,500) | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 53,766 | (133,745) |
Other receivables | 1,233,710 | 674,783 |
Inventory | (5,875) | (8,436) |
Prepaid expenses | (258,333) | 25,193 |
Restricted cash | (16) | (49) |
Deposits and other assets | 5,617 | |
Accounts payable | 1,988,802 | 200,687 |
Accrued liabilities | 116,240 | (12,811) |
Accrued liabilities, related parties | 120,000 | (303,750) |
Lease Liability | 8,714 | |
Other | (1) | (1) |
Net cash provided by (used in) operating activities | 1,282,216 | (613,041) |
Cash Flows from Investing Activities: | ||
Investment in land under development | (3,799,919) | (1,412,218) |
Reimbursement of land under development cost from Metro District | 1,852,328 | 1,591,836 |
Purchase of property, plant and equipment | (2,262) | |
Net cash provided by (used in) investing activities | (1,949,853) | 179,618 |
Cash Flows from Financing Activities: | ||
Proceeds from note payable | 5,215,023 | 514,644 |
Repayment of debt | (5,153,109) | (631,956) |
Net cash provided by (used in) financing activities | 61,914 | (117,312) |
Net decrease in cash | (605,723) | (550,735) |
Cash at beginning of period | 3,238,377 | 1,621,822 |
Cash at end of period | 2,632,654 | 1,071,087 |
Change in restricted cash | ||
Restricted cash at beginning of period | 185,514 | 185,325 |
Increase in surety bond | 16 | 49 |
Restricted cash at end of period | 185,530 | 185,374 |
Supplemental cash flow information: | ||
Cash paid for interest | 164,683 | $ 111,313 |
Right of use asset | 481,435 | |
Lease liability | $ 481,435 |
ORGANIZATION
ORGANIZATION | 3 Months Ended |
Jun. 30, 2022 | |
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 ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Jun. 30, 2022 | |
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, 2022, (“2022 Form 10-K”) and should be read in conjunction with such consolidated financial statements and related notes. The 2022 year end consolidated balance sheet data included in the Form 10-Q filing was derived from the audited consolidated financial statements in our 2022 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, 2022 audited consolidated financial statements included in our 2022 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 $6,226,177 and $5,618,678 as of June 30, 2022 and March 31, 2022, 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. 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. |
INVENTORY
INVENTORY | 3 Months Ended |
Jun. 30, 2022 | |
INVENTORY | |
INVENTORY | 3 . INVENTORY Inventory, is valued at the lower of cost (average) or market. June 30, March 31, 2022 2022 Blasted Rock $ 30,849 $ 24,974 Total $ 30,849 $ 24,974 |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 3 Months Ended |
Jun. 30, 2022 | |
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: June 30, March 31, 2022 2022 Recoverable Limestone $ 1,477,469 $ 1,477,469 Mill Equipment 1,220,657 1,235,684 Mining Equipment 333,029 336,934 Mobile Equipment 863,660 878,911 Other 78,973 78,974 Total 3,973,788 4,007,972 Less: Accumulated Depreciation (1,583,127) (1,563,151) Property, plant and equipment, net $ 2,390,661 $ 2,444,821 |
NOTES PAYABLE
NOTES PAYABLE | 3 Months Ended |
Jun. 30, 2022 | |
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 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 have maturity dates of May 20, 2024. The initial interest rate is 6.25%. 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 seventy five percent (75%) 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. In April and June 2020, the Company executed two unsecured note agreements with an investor totaling $1,000,000. The unsecured notes are carried net of original issue discount (10%), which is being amortized on a straight line basis, which approximates the effective interest method. In April 2021, the maturity dates of the two notes, with a then total outstanding accreted balance of $861,111 were extended to May 1, 2022. These notes have been repaid as of June 30, 2022. In March 2020, the federal government passed the Coronavirus Aid, Relief, and Security Act (the "CARES Act"), which provided among other things the creation of the Paycheck Protection Plan ("PPP"), which is sponsored and administered by the U.S. Small Business Administration ("SBA"). On April 20, 2020, the Company executed a loan agreement (the "PPP Loan") under the PPP, evidenced by promissory notes, with Simmons Bank ("Simmons"), providing for $438,500 in proceeds, which was funded to the Company on April 24, 2020. In June 2020, the Paycheck Protection Program Flexibility Act of 2020 (the "PPPFA") was signed into law and established the payment dates in the event that amounts borrowed under the PPP are not forgiven. The PPP Loans mature April 20, 2022, but may be forgiven subject to the terms of the PPP and approval by the SBA. The Company recorded the PPP Loan as a debt obligation and accrues interest over the term of the PPP Loan. The interest rate on the PPP Loan is 1.00%. The PPP Loan is unsecured and contains customary events of default relating to, among other things, payment defaults, making materially false and misleading representations to the SBA or Simmons, or breaching the terms of the PPP Loan. The occurrence of an event of default may result in the repayment of all amounts outstanding, collection of all amounts owing from the Company, or filing suit and obtaining judgment against the Company. Under the PPPFA, monthly payments of principal and interest commence on the later of 10 months following the "covered period" (as defined in the PPPFA) or the date that Simmons notifies the Company that the SBA has notified Simmons that all or a portion of the PPP Loan has not been forgiven. In May 2021, the Company submitted its applications to the SBA for forgiveness of the PPP Loans. In June 2021, the Company received formal notification in the form of a letter dated May 25, 2021, from Simmons that the SBA approved the Company’s PPP Loan forgiveness applications for the Company’s Loan in the amount of $438,500 (including accrued interest). The debt forgiveness resulted in the recognition of a gain on extinguishment of debt (other income) in the amount of $438,500 in the Consolidated Statements of Operations in the three month period ended June 30, 2021. Effective June 30, 2022 March 31, 2022 Interest Rate Maturity Date Equipment Loans $ 31,178 $ 47,957 2.10% - 6.30% August 25, 2021 - January 22, 2023 Secured promissory note — 4,712,732 12.00% September 1, 2022 Construction Note 5,755,931 — 6.25% May 20, 2024 Unsecured notes — 408,864 10.00% May 1, 2022 Promissory notes 278,756 290,219 1.09% January 1, 2025 Secured disaster loan (SBA) 160,312 158,906 3.75% September 9, 2050 6,226,177 5,618,678 Unamortized debt issuance cost (635,430) (215,735) 5,590,747 5,402,943 Less: current portion (76,480) (235,118) Debt due after one year $ 5,514,267 $ 5,167,825 |
TRANSACTIONS WITH RELATED PARTI
TRANSACTIONS WITH RELATED PARTIES | 3 Months Ended |
Jun. 30, 2022 | |
TRANSACTIONS WITH RELATED PARTIES | |
TRANSACTIONS WITH RELATED PARTIES | 6. TRANSACTIONS WITH RELATED PARTIES As of June 30, 2022, the Company has accrued $1,487,500 for unpaid officers’ compensation 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
SHAREHOLDERS' EQUITY | 3 Months Ended |
Jun. 30, 2022 | |
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 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 A-2 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 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
SHARE-BASED COMPENSATION | 3 Months Ended |
Jun. 30, 2022 | |
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 June 30, 2022, there were 915,786 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 three months ended June 30, 2022. Stock Awards During the three months ended June 30, 2022, the Company granted 5,000 restricted shares of Class B Common Stock, with an aggregate grant date fair value of approximately $0.1 million, to an employee. The restricted shares vest ratably over a four-year vesting period, subject to continued service and a performance condition. During the three months ended June 30, 2022, 5,000 restricted shares of common stock was forfeited by an employee. |
SEGMENT REPORTING
SEGMENT REPORTING | 3 Months Ended |
Jun. 30, 2022 | |
SEGMENT REPORTING | |
SEGMENT REPORTING | 9. SEGMENT REPORTING For the three months ended June 30, 2022 and 2021, the Company has two reportable segments: Aggregates and Rail Park. The Aggregates segment produces chemical grade lime 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 has one major construction company (“Construction A”), that accounted for approximately 90% of Aggregates segment revenue for the three months ended June 30, 2022. As of June 30, 2022, Construction A accounted for approximately 85% 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. Three months ended June 30, 2022 Aggregates Rail Park Other/Corporate Total Revenue $ 183,150 $ — $ — $ 183,150 Gross profit (91,561) — — (91,561) Selling, general and administrative 154,779 — 2,239,551 2,394,330 Property, plant and equipment, net 2,377,509 — 13,152 2,390,661 Land under development — 8,921,225 — 8,921,225 Three months ended June 30, 2021 Aggregates Rail Park Other/Corporate Total Revenue $ 399,912 $ — $ — $ 399,912 Gross profit 115,019 — — 115,019 Selling, general and administrative 140,634 — 2,669,815 2,810,449 Property, plant and equipment 2,566,005 — 35,359 2,601,364 Land under development — 6,750,012 — 6,750,012 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 without 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. Water Rights In September 2021, the Company sold its water rights attributable to the Land under development to the District for a sales price of approximately $5.9 million. The proceeds were received on September 30, 2021, resulting in the recording of a gain on sales of assets of approximately $4.8 million, which was recognized in the consolidated statement of operation for the quarter ended September 30, 2021. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Jun. 30, 2022 | |
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 June 30, 2022, 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: Balance at April 1, 2022 $ 131,552 Liabilities incurred — Accretion expense 3,209 Balance at June 30, 2022 $ 134,761 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Jun. 30, 2022 | |
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, 2022, (“2022 Form 10-K”) and should be read in conjunction with such consolidated financial statements and related notes. The 2022 year end consolidated balance sheet data included in the Form 10-Q filing was derived from the audited consolidated financial statements in our 2022 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, 2022 audited consolidated financial statements included in our 2022 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 $6,226,177 and $5,618,678 as of June 30, 2022 and March 31, 2022, 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. 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. |
INVENTORY (Tables)
INVENTORY (Tables) | 3 Months Ended |
Jun. 30, 2022 | |
INVENTORY | |
Schedule of inventory | June 30, March 31, 2022 2022 Blasted Rock $ 30,849 $ 24,974 Total $ 30,849 $ 24,974 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 3 Months Ended |
Jun. 30, 2022 | |
PROPERTY, PLANT AND EQUIPMENT | |
Schedule of property, plant and equipment | The following summarizes the Company’s property, plant and equipment as of: June 30, March 31, 2022 2022 Recoverable Limestone $ 1,477,469 $ 1,477,469 Mill Equipment 1,220,657 1,235,684 Mining Equipment 333,029 336,934 Mobile Equipment 863,660 878,911 Other 78,973 78,974 Total 3,973,788 4,007,972 Less: Accumulated Depreciation (1,583,127) (1,563,151) Property, plant and equipment, net $ 2,390,661 $ 2,444,821 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 3 Months Ended |
Jun. 30, 2022 | |
NOTES PAYABLE. | |
Schedule of notes payable | Effective June 30, 2022 March 31, 2022 Interest Rate Maturity Date Equipment Loans $ 31,178 $ 47,957 2.10% - 6.30% August 25, 2021 - January 22, 2023 Secured promissory note — 4,712,732 12.00% September 1, 2022 Construction Note 5,755,931 — 6.25% May 20, 2024 Unsecured notes — 408,864 10.00% May 1, 2022 Promissory notes 278,756 290,219 1.09% January 1, 2025 Secured disaster loan (SBA) 160,312 158,906 3.75% September 9, 2050 6,226,177 5,618,678 Unamortized debt issuance cost (635,430) (215,735) 5,590,747 5,402,943 Less: current portion (76,480) (235,118) Debt due after one year $ 5,514,267 $ 5,167,825 |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 3 Months Ended |
Jun. 30, 2022 | |
SEGMENT REPORTING | |
Schedule of segment reporting information | Three months ended June 30, 2022 Aggregates Rail Park Other/Corporate Total Revenue $ 183,150 $ — $ — $ 183,150 Gross profit (91,561) — — (91,561) Selling, general and administrative 154,779 — 2,239,551 2,394,330 Property, plant and equipment, net 2,377,509 — 13,152 2,390,661 Land under development — 8,921,225 — 8,921,225 Three months ended June 30, 2021 Aggregates Rail Park Other/Corporate Total Revenue $ 399,912 $ — $ — $ 399,912 Gross profit 115,019 — — 115,019 Selling, general and administrative 140,634 — 2,669,815 2,810,449 Property, plant and equipment 2,566,005 — 35,359 2,601,364 Land under development — 6,750,012 — 6,750,012 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 3 Months Ended |
Jun. 30, 2022 | |
COMMITMENTS AND CONTINGENCIES. | |
Schedule of carrying amount of our accrued reclamation liabilities | Balance at April 1, 2022 $ 131,552 Liabilities incurred — Accretion expense 3,209 Balance at June 30, 2022 $ 134,761 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details) - USD ($) | Jun. 30, 2022 | Mar. 31, 2022 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Fair value of notes payable | $ 6,226,177 | $ 5,618,678 |
INVENTORY (Details)
INVENTORY (Details) - USD ($) | Jun. 30, 2022 | Mar. 31, 2022 |
INVENTORY | ||
Blasted Rock | $ 30,849 | $ 24,974 |
Total | $ 30,849 | $ 24,974 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) | Jun. 30, 2022 | Mar. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Total | $ 3,973,788 | $ 4,007,972 |
Less: Accumulated Depreciation | (1,583,127) | (1,563,151) |
Property, plant and equipment, net | 2,390,661 | 2,444,821 |
Recoverable Limestone | ||
Property, Plant and Equipment [Line Items] | ||
Total | 1,477,469 | 1,477,469 |
Mill Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total | 1,220,657 | 1,235,684 |
Mining Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total | 333,029 | 336,934 |
Mobile Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total | 863,660 | 878,911 |
Other | ||
Property, Plant and Equipment [Line Items] | ||
Total | $ 78,973 | $ 78,974 |
NOTES PAYABLE (Details)
NOTES PAYABLE (Details) | 1 Months Ended | 3 Months Ended | ||||
Apr. 24, 2020 USD ($) | May 31, 2022 USD ($) | Apr. 30, 2021 USD ($) item | Jun. 30, 2020 USD ($) item | Apr. 30, 2020 USD ($) item | Jun. 30, 2021 USD ($) | |
Interest rate (as a percent) | 6.25% | |||||
Gain on extinguishment of debt | $ 438,500 | |||||
Minimum cash balance | $ 1,000,000 | |||||
Prime Rate | ||||||
prime rate | 2.25% | |||||
Revolving Credit Facility | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 2,000,000 | |||||
Construction Note | ||||||
Principal value | $ 21,000,000 | |||||
Net proceeds of the first lot sale | 85% | |||||
Net proceeds from subsequent lot sales | 75% | |||||
Unsecured notes agreement | ||||||
Principal value | $ 861,111 | $ 1,000,000 | $ 1,000,000 | |||
Number of agreements with investor | item | 2 | 2 | 2 | |||
Promissory notes (PPP loan) | ||||||
Interest rate (as a percent) | 1% | |||||
Proceeds from notes payable | $ 438,500 | |||||
Loan amount forgiven | 438,500 | |||||
Gain on extinguishment of debt | $ 438,500 | |||||
Unsecured notes | ||||||
Percentage of discount on the original issue price | 10% | 10% |
NOTES PAYABLE - Schedule of Not
NOTES PAYABLE - Schedule of Notes Payable (Details) - USD ($) | Jun. 30, 2022 | Mar. 31, 2022 |
Debt Instrument [Line Items] | ||
Notes payable gross | $ 6,226,177 | $ 5,618,678 |
Unamortized debt issuance cost | (635,430) | (215,735) |
Notes Payable, Total | 5,590,747 | 5,402,943 |
Less: current portion | (76,480) | (235,118) |
Debt due after one year | 5,514,267 | 5,167,825 |
Equipment Loan | ||
Debt Instrument [Line Items] | ||
Notes payable gross | $ 31,178 | 47,957 |
Secured promissory note | ||
Debt Instrument [Line Items] | ||
Notes payable gross | $ 4,712,732 | |
Effective Interest Rate | 12% | 12% |
Construction Note | ||
Debt Instrument [Line Items] | ||
Notes payable gross | $ 5,755,931 | |
Effective Interest Rate | 6.25% | 6.25% |
Unsecured notes | ||
Debt Instrument [Line Items] | ||
Notes payable gross | $ 408,864 | |
Effective Interest Rate | 10% | 10% |
Promissory notes | ||
Debt Instrument [Line Items] | ||
Notes payable gross | $ 278,756 | $ 290,219 |
Effective Interest Rate | 1.09% | 1.09% |
Secured disaster loan (SBA) | ||
Debt Instrument [Line Items] | ||
Notes payable gross | $ 160,312 | $ 158,906 |
Effective Interest Rate | 3.75% | 3.75% |
Minimum | Equipment Loan | ||
Debt Instrument [Line Items] | ||
Effective Interest Rate | 2.10% | 2.10% |
Maximum | Equipment Loan | ||
Debt Instrument [Line Items] | ||
Effective Interest Rate | 6.30% | 6.30% |
TRANSACTIONS WITH RELATED PAR_2
TRANSACTIONS WITH RELATED PARTIES (Details) | 3 Months Ended |
Jun. 30, 2022 USD ($) | |
Related Party Transaction [Line Items] | |
Notice period of consulting agreements | 30 days |
Officer | |
Related Party Transaction [Line Items] | |
Officers' compensation | $ 35,000 |
Non-executive Board Chairman | |
Related Party Transaction [Line Items] | |
Accrued compensation expense | $ 1,487,500 |
SHAREHOLDERS' EQUITY (Details)
SHAREHOLDERS' EQUITY (Details) - USD ($) | 3 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2022 | Apr. 30, 2021 | |
Preferred stock, shares authorized | 50,000,000 | |||
Accrued dividends | $ 135,170 | $ 236,393 | ||
Share price | $ 25 | |||
Minimum | ||||
Proceeds from issuance of common stock | $ 10,000,000 | |||
Common Stock | ||||
Common stock, shares authorized | 2,100,000,000 | |||
Class A Common Stock | ||||
Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 | ||
Class B Common Stock | ||||
Common stock, shares authorized | 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 | 48.27 | |
Accrued dividends | $ 8,000 | |||
Conversion price | $ 25 | |||
Series A-2 Preferred Stock | ||||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | 19.45 | |
Accrued dividends | $ 8,000 | |||
Conversion price | $ 21 | |||
Series A-3 Preferred Stock | ||||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | 50.75 | |
Conversion price | $ 15 |
SHARE-BASED COMPENSATION (Detai
SHARE-BASED COMPENSATION (Details) - 2015 Equity Incentive Plan (the "2015 Plan") $ in Millions | 3 Months Ended |
Jun. 30, 2022 USD ($) shares | |
Share-based compensation arrangement by share-based payment award, percentage of outstanding stock maximum | 30% |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 915,786 |
Employee Stock Option | |
Stock options, granted | shares | 0 |
Nonqualified options | |
Share-based compensation arrangement by share-based payment award, award vesting rights, percentage | 33% |
Share-based compensation arrangement by share-based payment award, expiration period | 10 years |
Class B Common Stock | Restricted Stock | |
Shares Granted | 5,000 |
Aggregate grant date fair value | $ | $ 0.1 |
Vesting period | 4 years |
Shares forfeited | 5,000 |
SEGMENT REPORTING - Description
SEGMENT REPORTING - Description (Details) | 1 Months Ended | 3 Months Ended | ||||
Sep. 30, 2021 USD ($) | Apr. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) segment customer | Sep. 30, 2021 USD ($) | Jun. 30, 2021 segment | Dec. 31, 2018 a | |
Segment Reporting Information [Line Items] | ||||||
Number of reportable segments | segment | 2 | 2 | ||||
Proceeds from issuance of unsecured tax exempt bonds | $ 65,200,000 | |||||
Proceeds from tax exempt bonds to be used to fund the public improvements | $ 51,200,000 | |||||
Sale price | $ 5,900,000 | |||||
Gain on sale of assets | $ (5,909) | $ 4,800,000 | ||||
Construction A | ||||||
Segment Reporting Information [Line Items] | ||||||
Number of major customers | customer | 1 | |||||
Accounts receivable | Customer | Construction A | ||||||
Segment Reporting Information [Line Items] | ||||||
Concentration risk, percentage | 85% | |||||
Revenue | Customer | Construction A | ||||||
Segment Reporting Information [Line Items] | ||||||
Concentration risk, percentage | 90% | |||||
Land Improvements | ||||||
Segment Reporting Information [Line Items] | ||||||
Area of Land | a | 620 |
SEGMENT REPORTING - Reportable
SEGMENT REPORTING - Reportable Segments (Details) - USD ($) | 3 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2022 | |
Segment Reporting Information [Line Items] | |||
Revenue | $ 183,150 | $ 399,912 | |
Gross profit | (91,561) | 115,019 | |
Property, plant and equipment, net | 2,390,661 | $ 2,444,821 | |
Land under development | 8,921,225 | $ 6,973,634 | |
Operating segments | |||
Segment Reporting Information [Line Items] | |||
Revenue | 183,150 | 399,912 | |
Gross profit | (91,561) | 115,019 | |
Selling, general and administrative | 2,394,330 | 2,810,449 | |
Property, plant and equipment, net | 2,390,661 | 2,601,364 | |
Land under development | 8,921,225 | 6,750,012 | |
Operating segments | Aggregates | |||
Segment Reporting Information [Line Items] | |||
Revenue | 183,150 | 399,912 | |
Gross profit | (91,561) | 115,019 | |
Selling, general and administrative | 154,779 | 140,634 | |
Property, plant and equipment, net | 2,377,509 | 2,566,005 | |
Operating segments | Rail Park | |||
Segment Reporting Information [Line Items] | |||
Land under development | 8,921,225 | 6,750,012 | |
Operating segments | Other/Corporate | |||
Segment Reporting Information [Line Items] | |||
Selling, general and administrative | 2,239,551 | 2,669,815 | |
Property, plant and equipment, net | $ 13,152 | $ 35,359 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Additional Information (Details) | 3 Months Ended |
Jun. 30, 2022 USD ($) | |
COMMITMENTS AND CONTINGENCIES. | |
Undiscounted reclamation liability | $ 366,000 |
Reclamation liability settlement term | 20 years |
Reclamation liabilities review period | 3 years |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Schedule of Reconciliation of Carrying Amount of Accrued Reclamation Liabilities (Details) | 3 Months Ended |
Jun. 30, 2022 USD ($) | |
COMMITMENTS AND CONTINGENCIES. | |
Balance at beginning of period | $ 131,552 |
Liabilities incurred | 0 |
Accretion expense | 3,209 |
Balance at end of period | $ 134,761 |