Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Dec. 31, 2023 | Feb. 13, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Dec. 31, 2023 | |
Document Transition Report | false | |
Entity File Number | 0-55402 | |
Entity Registrant Name | Rocky Mountain Industrials, Inc. | |
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 | |
Entity Address, State or Province | CO | |
Entity Address, Postal Zip Code | 80111 | |
City Area Code | 720 | |
Local Phone Number | 614-5213 | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Preferred stock, shares outstanding | 118.5 | |
Entity Central Index Key | 0001556179 | |
Current Fiscal Year End Date | --03-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Common Stock Class A | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 35,785,858 | |
Common Stock Class B | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 4,973,832 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Dec. 31, 2023 | Mar. 31, 2023 |
Current assets | ||
Cash | $ 3,115,619 | $ 3,528,858 |
Accounts receivable | 48,316 | 53,604 |
Other receivables | 859,722 | 2,647,268 |
Inventory | 75,832 | 102,243 |
Prepaid expenses | 2,883,227 | 1,251,644 |
Total current assets | 6,982,716 | 7,583,617 |
Property, plant, and equipment, net | 2,054,684 | 2,233,971 |
Land under development | 24,137,831 | 14,939,567 |
Right of use asset | 358,999 | 417,734 |
Asset retirement obligation, net | 62,620 | 66,264 |
Other intangibles, net | 41,000 | 41,000 |
Restricted cash | 185,530 | 185,530 |
Deposits and other assets | 35,090 | 35,090 |
Total assets | 33,858,470 | 25,502,773 |
Current liabilities | ||
Accounts payable | 3,740,616 | 7,576,480 |
Accrued liabilities | 175,414 | 147,621 |
Accrued liabilities, related party | $ 2,202,500 | $ 1,877,500 |
Other Liability, Current, Related Party, Type [Extensible Enumeration] | Related Party [Member] | Related Party [Member] |
Dividends payable | $ 2,151,345 | $ 1,742,869 |
Debt due within one year | 49,000 | 40,969 |
Lease liability, current | 90,100 | 78,960 |
Total current liabilities | 8,408,975 | 11,464,399 |
Debt due after one year | 20,348,445 | 13,512,824 |
Lease liability, long-term | 329,101 | 406,784 |
Accrued reclamation liability | 155,296 | 144,707 |
Total liabilities | 29,241,817 | 25,528,714 |
Commitments and Contingencies | ||
Stockholders' Equity (Deficit) | ||
Additional paid-in capital | 61,871,409 | 60,783,824 |
Accumulated deficit | (69,147,657) | (72,702,666) |
Total stockholders' equity (deficit) | 4,616,653 | (25,941) |
Total liabilities and stockholders' equity (deficit) | 33,858,470 | 25,502,773 |
Series A-1 Preferred Stock | ||
Stockholders' Equity (Deficit) | ||
Preferred Stock | 4,827,000 | 4,827,000 |
Series A-2 Preferred Stock | ||
Stockholders' Equity (Deficit) | ||
Preferred Stock | 1,950,000 | 1,950,000 |
Series A-3 Preferred Stock | ||
Stockholders' Equity (Deficit) | ||
Preferred Stock | 5,075,140 | 5,075,140 |
Common Stock Class A | ||
Stockholders' Equity (Deficit) | ||
Common Stock | 35,786 | 35,786 |
Common Stock Class B | ||
Stockholders' Equity (Deficit) | ||
Common Stock | $ 4,975 | $ 4,975 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Dec. 31, 2023 | Mar. 31, 2023 |
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 |
Common Stock Class A | ||
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 |
Common Stock Class B | ||
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 | 4,973,832 | 4,973,832 |
Common stock, shares outstanding | 4,973,832 | 4,973,832 |
Condensed Consolidated Statemen
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 Statem_2
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 Stockh
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 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flow from operating activities: | ||
Net income (loss) | $ 3,963,485 | $ (6,408,657) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation, depletion and amortization expense | 182,931 | 164,890 |
Stock-based compensation | 1,087,585 | 1,647,920 |
Gain/loss on sale of assets | (8,191,610) | 5,909 |
Amortization of debt discount and deferred financing cost | 299,193 | 314,006 |
Accretion expense | 10,589 | 9,626 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 5,288 | 47,726 |
Other receivables | 1,787,546 | 304,813 |
Inventory | 26,411 | (79,424) |
Prepaid expenses | (1,631,583) | (912,472) |
Restricted cash | (16) | |
Deposits and other assets | 86,038 | |
Accounts payable | (3,835,864) | 4,191,119 |
Accrued liabilities | 32,011 | 30,302 |
Accrued liabilities, related parties | 325,000 | 360,000 |
Lease Liability | (7,808) | 60,994 |
Other | 1 | (2) |
Net cash provided by (used in) operating activities | (5,946,825) | (177,228) |
Cash Flows from Investing Activities: | ||
Proceeds from sale of assets | 10,451,411 | |
Investment in land under development | (25,462,887) | (17,478,549) |
Reimbursement of land under development cost from Metro District | 14,004,822 | 13,469,317 |
Purchase of property, plant and equipment | (2,262) | |
Net cash provided by (used in) investing activities | (1,006,654) | (4,011,494) |
Cash Flows from Financing Activities: | ||
Proceeds from note payable | 16,927,985 | 10,853,777 |
Repayment of debt | (10,387,745) | (5,195,889) |
Deferred financing cost | (626,186) | |
Net cash provided by financing activities | 6,540,240 | 5,031,702 |
Net increase (decrease) in cash | (413,239) | 842,980 |
Cash at beginning of period | 3,528,858 | 3,238,377 |
Cash at end of period | 3,115,619 | 4,081,357 |
Change in restricted cash | ||
Restricted cash at beginning of period | 185,530 | 185,514 |
Other | 16 | |
Restricted cash at end of period | 185,530 | 185,530 |
Supplemental cash flow information: | ||
Cash paid for interest | $ 1,402,878 | 463,637 |
Right of use asset / Lease liability | $ 493,035 |
ORGANIZATION
ORGANIZATION | 9 Months Ended |
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 ACCOUNTI
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. |
INVENTORY
INVENTORY | 9 Months Ended |
Dec. 31, 2023 | |
INVENTORY | |
INVENTORY | 3 . INVENTORY Inventory, is valued at the lower of cost (average) or net realizable value. December 31, March 31, 2023 2023 Blasted Rock $ 75,832 $ 102,243 Total $ 75,832 $ 102,243 |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 9 Months Ended |
Dec. 31, 2023 | |
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: December 31, March 31, 2023 2023 Recoverable Limestone $ 1,477,469 $ 1,477,469 Mill Equipment 1,220,657 1,220,657 Mining Equipment 333,030 333,029 Mobile Equipment 569,212 863,660 Other 78,972 78,974 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 |
NOTES PAYABLE
NOTES PAYABLE | 9 Months Ended |
Dec. 31, 2023 | |
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. Effective December 31, 2023 March 31, 2023 Interest Rate Maturity Date Equipment Loans $ — $ 5,969 2.10% - 6.30% August 25, 2021 - January 22, 2023 Construction Note 20,495,946 13,586,665 10.75% February 17, 2025 Promissory notes 207,290 243,782 7.18% January 1, 2025 Secured disaster loan (SBA) 168,750 164,531 3.75% September 9, 2050 20,871,986 14,000,947 Unamortized debt issuance cost (474,541) (447,154) 20,397,445 13,553,793 Less: current portion (49,000) (40,969) Debt due after one year $ 20,348,445 $ 13,512,824 |
TRANSACTIONS WITH RELATED PARTI
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’ compensation |
SHAREHOLDERS' EQUITY
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 A-2 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
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. |
SEGMENT REPORTING
SEGMENT REPORTING | 9 Months Ended |
Dec. 31, 2023 | |
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. 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 $ 116,713 $ — $ — $ 116,713 $ 243,303 $ — $ — $ 243,303 Gross profit (loss) 37,951 — — 37,951 (106,876) — — (106,876) Selling, general and administrative 150,131 — 871,488 1,021,619 144,945 — 1,260,450 1,405,395 Property, plant and equipment, net 2,054,684 — — 2,054,684 2,276,729 — 12,177 2,288,906 Land under development — 24,137,831 — 24,137,831 — 10,982,866 — 10,982,866 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 $ 453,085 $ — $ — $ 453,085 $ 714,884 $ — $ — $ 714,884 Gross profit (loss) 57,082 — — 57,082 (206,440) — — (206,440) Selling, general and administrative 513,302 — 2,749,587 3,262,889 434,773 — 5,064,718 5,499,491 Property, plant and equipment, net 2,054,684 — — 2,054,684 2,276,729 — 12,177 2,288,906 Land under development — 24,137,831 — 24,137,831 — 10,982,866 — 10,982,866 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
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
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: Balance at April 1, 2023 $ 144,707 Liabilities incurred — Accretion expense 10,589 Balance at December 31, 2023 $ 155,296 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 ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
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)
INVENTORY (Tables) | 9 Months Ended |
Dec. 31, 2023 | |
INVENTORY | |
Schedule of inventory | December 31, March 31, 2023 2023 Blasted Rock $ 75,832 $ 102,243 Total $ 75,832 $ 102,243 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 9 Months Ended |
Dec. 31, 2023 | |
PROPERTY, PLANT AND EQUIPMENT | |
Schedule of property, plant and equipment | December 31, March 31, 2023 2023 Recoverable Limestone $ 1,477,469 $ 1,477,469 Mill Equipment 1,220,657 1,220,657 Mining Equipment 333,030 333,029 Mobile Equipment 569,212 863,660 Other 78,972 78,974 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 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 9 Months Ended |
Dec. 31, 2023 | |
NOTES PAYABLE | |
Schedule of notes payable | Effective December 31, 2023 March 31, 2023 Interest Rate Maturity Date Equipment Loans $ — $ 5,969 2.10% - 6.30% August 25, 2021 - January 22, 2023 Construction Note 20,495,946 13,586,665 10.75% February 17, 2025 Promissory notes 207,290 243,782 7.18% January 1, 2025 Secured disaster loan (SBA) 168,750 164,531 3.75% September 9, 2050 20,871,986 14,000,947 Unamortized debt issuance cost (474,541) (447,154) 20,397,445 13,553,793 Less: current portion (49,000) (40,969) Debt due after one year $ 20,348,445 $ 13,512,824 |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 9 Months Ended |
Dec. 31, 2023 | |
SEGMENT REPORTING | |
Schedule of segment reporting information | 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 $ 116,713 $ — $ — $ 116,713 $ 243,303 $ — $ — $ 243,303 Gross profit (loss) 37,951 — — 37,951 (106,876) — — (106,876) Selling, general and administrative 150,131 — 871,488 1,021,619 144,945 — 1,260,450 1,405,395 Property, plant and equipment, net 2,054,684 — — 2,054,684 2,276,729 — 12,177 2,288,906 Land under development — 24,137,831 — 24,137,831 — 10,982,866 — 10,982,866 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 $ 453,085 $ — $ — $ 453,085 $ 714,884 $ — $ — $ 714,884 Gross profit (loss) 57,082 — — 57,082 (206,440) — — (206,440) Selling, general and administrative 513,302 — 2,749,587 3,262,889 434,773 — 5,064,718 5,499,491 Property, plant and equipment, net 2,054,684 — — 2,054,684 2,276,729 — 12,177 2,288,906 Land under development — 24,137,831 — 24,137,831 — 10,982,866 — 10,982,866 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 9 Months Ended |
Dec. 31, 2023 | |
COMMITMENTS AND CONTINGENCIES | |
Schedule of carrying amount of our accrued reclamation liabilities | Balance at April 1, 2023 $ 144,707 Liabilities incurred — Accretion expense 10,589 Balance at December 31, 2023 $ 155,296 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details) - USD ($) | 9 Months Ended | |
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)
INVENTORY (Details) - USD ($) | Dec. 31, 2023 | Mar. 31, 2023 |
INVENTORY | ||
Blasted Rock | $ 75,832 | $ 102,243 |
Total | $ 75,832 | $ 102,243 |
PROPERTY, PLANT AND EQUIPMENT_2
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)
NOTES PAYABLE (Details) - USD ($) $ in Millions | 1 Months Ended | |
Jul. 28, 2023 | May 31, 2022 | |
Interest rate (as a percent) | 6.25% | |
Minimum cash balance | $ 1 | |
Prime Rate | ||
Prime rate | 2.25% | |
Revolving Credit Facility | ||
Line of credit facility, maximum borrowing capacity | $ 2 | |
Face amount of canceled debt instrument | $ 2 | |
Construction Note | ||
Principal value | 21 | $ 21 |
Maximum reborrowing amount | $ 8.5 | |
Prime rate | 2.25% | |
Net proceeds of the first lot sale | 85% | |
Net proceeds from subsequent lot sales | 90% | |
Lines of credit [Member] | ||
Principal value | $ 29.5 |
NOTES PAYABLE - Schedule of Not
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 PAR_2
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)
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 | |
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 | $ 25 | |||||||
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 | ||||||||
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 | ||||||||
Series A-3 Preferred Stock | |||||||||
Preferred stock, shares authorized | 50,000,000 | 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") | 9 Months Ended |
Dec. 31, 2023 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 | 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% |
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 - Description
SEGMENT REPORTING - Description (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Aug. 31, 2023 USD ($) a | Apr. 30, 2021 USD ($) | Dec. 31, 2023 segment customer | Dec. 31, 2022 segment | Dec. 31, 2023 USD ($) customer segment | Dec. 31, 2022 USD ($) segment | Dec. 31, 2018 a | |
SEGMENT REPORTING | |||||||
Number of reportable segments | segment | 2 | 2 | 2 | 2 | |||
Number of construction companies | customer | 1 | 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 | ||||||
Area of land sold | a | 60 | ||||||
Sales price | $ 13,100,000 | ||||||
Gain (loss) on sale of assets | $ 8,200,000 | $ 8,191,610 | $ (5,909) | ||||
Accounts receivable | Customer | Customer A | |||||||
SEGMENT REPORTING | |||||||
Concentration risk, percentage | 39% | ||||||
Revenue [Member] | Customer | Customer A | |||||||
SEGMENT REPORTING | |||||||
Concentration risk, percentage | 78% | 61% | |||||
Revenue [Member] | Customer | Customer B | |||||||
SEGMENT REPORTING | |||||||
Concentration risk, percentage | 18% | ||||||
Revenue [Member] | Customer | Customer C | |||||||
SEGMENT REPORTING | |||||||
Concentration risk, percentage | 13% | ||||||
Land Improvements | |||||||
SEGMENT REPORTING | |||||||
Area of Land | a | 620 |
SEGMENT REPORTING - Reportable
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 | |
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 -
COMMITMENTS AND CONTINGENCIES - Additional Information (Details) | 1 Months Ended | 9 Months Ended |
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_2
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
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
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 |