Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2020 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Dec. 31, 2019 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
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 | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 35,785,858 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 4,401,277 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Dec. 31, 2019 | Mar. 31, 2019 |
Current assets | ||
Cash | $ 251,016 | $ 528,417 |
Accounts receivable | 221,150 | 102,870 |
Inventory | 10,338 | 48,976 |
Prepaid expenses | 481,503 | 140,223 |
Restricted cash | 206,365 | 111,694 |
Total current assets | 1,170,372 | 932,180 |
Right of use asset | 298,168 | 0 |
Property, plant and equipment, net | 5,599,145 | 3,260,511 |
Land under development | 6,513,882 | 5,304,374 |
Asset retirement obligation, net | 22,994 | 43,323 |
Goodwill | 321,953 | 41,000 |
Deposits and other assets | 61,785 | 65,842 |
Total assets | 13,988,299 | 9,647,230 |
Current liabilities | ||
Accounts payable | 881,591 | 875,465 |
Accrued liabilities | 908,229 | 182,348 |
Accrued liabilities, related party | 1,005,000 | 1,315,000 |
Line of Credit | 1,328,711 | 0 |
Capital lease payable, current | 0 | 31,101 |
Note Payable | 1,185,109 | 0 |
Equipment loan payable, current | 214,003 | 330,230 |
Deferred rent | 0 | 39,898 |
Total current liabilities | 5,522,643 | 2,734,144 |
Note payable, net of discount | 1,311,033 | 0 |
Capital lease payable, noncurrent | 298,169 | 0 |
Preferred shares-debt | 211,879 | 0 |
Accrued reclamation liability | 65,453 | 60,990 |
Total liabilities | 7,409,177 | 2,835,032 |
Stockholders' Deficit | ||
Preferred Stock, $0.001 par value, 50,000,000 shares authorized; 7.5 issued and outstanding on September 30, 2019 | 2,789,861 | 0 |
Additional paid-in capital | 47,995,870 | 42,102,105 |
Accumulated deficit | (44,247,195) | (35,428,938) |
Total stockholders' deficit | 6,579,122 | 6,712,987 |
Noncontrolling interest | 0 | 99,212 |
Total stockholders' equity deficit | 6,579,122 | 6,812,198 |
Total liabilities and stockholders' deficit | 13,988,299 | 9,647,230 |
Common Class A [Member] | ||
Stockholders' Deficit | ||
Common Stock | 35,786 | 35,786 |
Total stockholders' equity deficit | 35,786 | 35,786 |
Common Class B [Member] | ||
Stockholders' Deficit | ||
Common Stock | 4,800 | 4,033 |
Total stockholders' equity deficit | $ 4,800 | $ 4,033 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2019 | Mar. 31, 2019 |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 50,000,000 | 50,000,000 |
Preferred Stock, Shares Issued | 27.52 | 27.52 |
Preferred Stock, Shares Outstanding | 27.52 | 27.52 |
Common Class A [Member] | ||
Common Stock, Par or Stated Value 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 Class B [Member] | ||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common Stock, Shares, Issued | 4,448,919 | 4,032,752 |
Common Stock, Shares, Outstanding | 4,448,919 | 4,032,752 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Condensed Consolidated Statements of Operations | ||||
Revenue | $ 660,170 | $ 308,186 | $ 1,690,327 | $ 1,964,969 |
Cost of goods sold | 546,963 | 287,901 | 1,502,044 | 840,410 |
Gross profit | 113,207 | 20,285 | 188,283 | 1,124,559 |
Selling, general and administrative | 2,841,512 | 3,115,163 | 8,791,103 | 6,267,829 |
Loss from operations | (2,728,305) | (3,094,878) | (8,602,820) | (5,143,270) |
Gain on sale of assets | 7,895 | 0 | ||
Interest income (expense), net | 131,888 | 13,049 | 322,544 | 510,234 |
Loss before income tax provision | (2,860,193) | (3,107,927) | (8,917,469) | (5,653,504) |
Income tax expense | 0 | |||
Net loss | (2,860,193) | (3,107,927) | (8,917,469) | (5,653,504) |
Add: Net loss attributed to noncontrolling interest | (37,721) | (170,992) | ||
Net loss attributable to Rocky Mountain Industrials, Inc | $ (2,860,193) | $ (3,070,206) | $ (8,917,469) | $ (5,482,512) |
Basic and diluted loss attributable to Rocky Mountain Industrials, Inc. per common share | $ (0.55) | $ (0.64) | $ (1.69) | $ (1.16) |
Weighted average shares outstanding | 5,243,793 | 4,834,690 | 5,282,958 | 4,722,340 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flow from operating activities | ||
Net loss | $ (8,917,469) | $ (5,653,504) |
Depreciation and amortization expense | 388,205 | 260,269 |
Stock-based compensation | 2,770,154 | 1,542,063 |
Accretion expense | 20,329 | 0 |
Amortization of debt discount | 0 | 363,130 |
Paid-in-kind interest | 0 | 135,554 |
Changes in operating assets and liabilities | ||
Accounts receivable | (118,280) | 29,418 |
Prepaid expenses | (341,280) | (73,842) |
Inventory | 38,638 | (8,831) |
Restricted cash | (94,671) | 84,654 |
Deposits | 4,057 | (32,542) |
Accounts payable | 6,126 | 8,998 |
Accounts payable, related parties | 0 | (91,566) |
Accrued liabilities | 1,915,454 | 695 |
Accrued liabilities, related parties | (310,000) | (855,000) |
Deferred rent | (39,898) | 6,654 |
Net cash used in operating activities | (4,678,635) | (4,283,850) |
Acquisition of business, net of cash | (2,120,000) | 0 |
Acquisition of land for development | (1,209,508) | 0 |
Purchase of property, plant and equipment | (887,792) | (1,014,254) |
Net cash used in investing activities | (4,217,300) | (1,014,254) |
Payments on equipment loan | (147,328) | (87,097) |
Payment on capital leases | 0 | 29,883 |
Proceeds from line of credit | 1,328,712 | 0 |
Proceeds from note payable | 1,311,032 | 0 |
Repayment of Debt | 0 | (2,745,897) |
Proceeds from issuance of unsecured note | 0 | 0 |
Proceeds from short term debt | 0 | 2,745,897 |
Proceeds from short-term debt | 0 | 0 |
Proceeds from issuance of preferred shares | 3,001,741 | 0 |
Net cash provided by (used in) financing activities | 8,618,534 | 6,210,883 |
Net (decrease) increase in cash | (277,401) | 912,779 |
Cash at beginning of period | 528,417 | 814,621 |
Cash at end of period | 251,016 | 1,727,400 |
Supplemental cash flow information | ||
Cash paid for interest | (73,511) | (10,428) |
Cash paid for income taxes | 0 | 0 |
Right of Use Asset | 298,168 | 0 |
Lease Liability | (298,168) | 0 |
RMR Aggregates Shares [Member] | ||
Changes in operating assets and liabilities | ||
Proceeds from issuance of RMRA stock | 0 | 2,500,000 |
Common Class B [Member] | ||
Changes in operating assets and liabilities | ||
Proceeds from issuance of Class B common stock | $ 3,124,377 | $ 6,573,761 |
Statement of Changes in Stockho
Statement of Changes in Stockholder Equity - USD ($) | Common Class A [Member] | Common Class B [Member] | Preferred Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Noncontrolling Interest [Member] | Total |
Balance at Mar. 31, 2018 | $ 35,786 | $ 2,869 | $ 30,237,968 | $ (27,429,017) | $ (188,207) | $ 2,659,399 | |
Balance (in shares) at Mar. 31, 2018 | 35,785,858 | 2,868,967 | |||||
Issuance of common stock for exercise of warrant | $ 209 | 3,123,468 | 3,123,677 | ||||
Issuance of common stock for exercise of warrant (in shares) | 209,040 | ||||||
Issuance of restricted common shares for compensation | $ 145 | (145) | |||||
Issuance of restricted common shares for compensation (in shares) | 145,000 | ||||||
Stock-based compensation from stock options | 344,386 | 344,386 | |||||
Net loss | (1,563,358) | (74,506) | (1,637,864) | ||||
Balance at Jun. 30, 2018 | $ 35,786 | $ 3,223 | 33,705,677 | (28,992,375) | (262,713) | 4,489,598 | |
Balance (in shares) at Jun. 30, 2018 | 35,785,858 | 3,223,007 | |||||
Issuance of common stock under subscription agreement | $ 55 | 649,945 | 650,000 | ||||
Issuance of common stock under subscription agreement (in shares) | 54,705 | ||||||
Issuance of restricted common shares for compensation | $ 64 | (64) | |||||
Issuance of restricted common shares for compensation (in shares) | 63,824 | ||||||
Forfeiture of common stock | $ (50) | 50 | |||||
Forfeiture of common stock (in shares) | (50,000) | ||||||
Stock-based compensation from restricted stock and options | 354,524 | 354,524 | |||||
Common stock issued by RMRA | 1,875,000 | 625,000 | 2,500,000 | ||||
Net loss | (805,591) | (102,163) | (907,754) | ||||
Balance at Sep. 30, 2018 | $ 35,786 | $ 3,292 | 36,585,132 | (29,797,966) | 260,124 | 7,086,368 | |
Balance (in shares) at Sep. 30, 2018 | 35,785,858 | 3,291,536 | |||||
Issuance of common stock under subscription agreement | $ 197 | 2,799,883 | 2,800,080 | ||||
Issuance of common stock under subscription agreement (in shares) | 196,672 | ||||||
Equity conversion of RMRA to RMRI common stock | $ 150 | 111,954 | (112,104) | ||||
Equity conversion of RMRA shares for RMRI common share (in shares) | 150,000 | ||||||
Issuance of restricted common shares for compensation | $ 265 | (265) | |||||
Issuance of restricted common shares for compensation (in shares) | 257,794 | ||||||
Issuance of common stock for services | $ 11 | (11) | |||||
Issuance of common stock for services (in shares) | 11,250 | ||||||
Stock-based compensation from stock options | 843,195 | 843,195 | |||||
Net loss | (3,070,206) | (37,721) | (3,107,927) | ||||
Balance at Dec. 31, 2018 | $ 35,786 | $ 3,915 | 40,339,888 | (32,868,172) | 110,299 | 7,621,716 | |
Balance (in shares) at Dec. 31, 2018 | 35,785,858 | 3,907,252 | |||||
Balance at Mar. 31, 2019 | $ 35,786 | $ 4,033 | 42,102,105 | (35,428,938) | 99,212 | 6,812,198 | |
Balance (in shares) at Mar. 31, 2019 | 35,785,858 | 4,032,752 | |||||
Issuance of warrant for services | $ 436 | 299,723 | 300,159 | ||||
Issuance of common stock under subscription agreement | $ 75 | 1,499,925 | 1,500,000 | ||||
Issuance of common stock under subscription agreement (in shares) | 75,000 | ||||||
Issuance of restricted common shares for compensation | $ 37 | (37) | |||||
Issuance of restricted common shares for compensation (in shares) | 37,000 | ||||||
Issuance of common stock for services | $ 12 | (12) | |||||
Issuance of common stock for services (in shares) | 12,000 | ||||||
Stock-based compensation from stock options | 750,029 | 750,029 | |||||
Forfeiture of common stock | $ (54) | 54 | |||||
Forfeiture of common stock (in shares) | (53,500) | ||||||
Net loss | (2,789,023) | (147,319) | (2,936,342) | ||||
Balance at Jun. 30, 2019 | $ 35,786 | $ 4,539 | 44,651,787 | (38,217,961) | (48,107) | 6,426,044 | |
Balance (in shares) at Jun. 30, 2019 | 35,785,858 | 4,103,252 | |||||
Issuance of warrant for services | $ (85) | (85) | |||||
Issuance of common stock under subscription agreement | $ 100 | 1,624,900 | 1,625,000 | ||||
Issuance of common stock under subscription agreement (in shares) | 100,000 | ||||||
Issuance of preferred stock | $ 757,266 | 757,266 | |||||
Issuance of preferred stock (in shares) | 7.5 | ||||||
Issuance of restricted common shares for compensation | $ 85 | (85) | |||||
Issuance of restricted common shares for compensation (in shares) | 85,000 | ||||||
Forfeiture of common stock | (829,594) | (829,594) | |||||
Net loss | (2,964,887) | (156,047) | (3,120,934) | ||||
Balance at Sep. 30, 2019 | $ 35,786 | $ 4,639 | $ 757,266 | 47,106,196 | (41,182,848) | (204,154) | 6,516,885 |
Balance (in shares) at Sep. 30, 2019 | 35,785,858 | 4,288,252 | 7.5 | ||||
Equity conversion of RMRA to RMRI common stock | $ 167 | (167) | (204,154) | $ 204,154 | |||
Equity conversion of RMRA shares for RMRI common share (in shares) | 166,667 | ||||||
Issuance of preferred stock | 2,032,595 | ||||||
Issuance of preferred stock (in shares) | 20.02 | ||||||
Issuance of restricted common shares for compensation | $ 4 | (4) | |||||
Issuance of restricted common shares for compensation (in shares) | 4,000 | ||||||
Stock-based compensation from stock options | 889,835 | 889,835 | |||||
Forfeiture of common stock | $ (10) | 10 | |||||
Forfeiture of common stock (in shares) | (10,000) | ||||||
Net loss | (2,860,193) | (2,860,193) | |||||
Balance at Dec. 31, 2019 | $ 35,786 | $ 4,800 | $ 2,789,861 | $ 47,995,870 | $ (44,247,195) | $ 6,579,122 | |
Balance (in shares) at Dec. 31, 2019 | 35,785,858 | 4,448,919 | 27.52 |
FORMATION, CORPORATE CHANGES, A
FORMATION, CORPORATE CHANGES, AND MATERIAL MERGERS AND ACQUISITIONS | 9 Months Ended |
Dec. 31, 2019 | |
FORMATION, CORPORATE CHANGES, AND MATERIAL MERGERS AND ACQUISITIONS | |
FORMATION, CORPORATE CHANGES, AND MATERIAL MERGERS AND ACQUISITIONS | NOTE A – FORMATION, CORPORATE CHANGES, AND MATERIAL MERGERS AND ACQUISITIONS Online Yearbook was incorporated in the State of Nevada on August 6, 2012. Online Yearbook was a development stage company with the principal business objective of developing and marketing an online yearbook. On November 17, 2014, Rocky Mountain Resource Holdings Inc., a Nevada Corporation (the “Purchaser") became the majority shareholder of Online Yearbook, by acquiring 5,200,000 shares of common stock of Online Yearbook (the “Shares”), or 69.06% of the issued and outstanding shares of common stock, pursuant to stock purchase agreements with Messrs. El Maraana and Salah Blal. The Shares were acquired for an aggregate purchase price of $357,670. The Purchaser was the source of the funds used to acquire the Shares. In connection with Online Yearbook’s receipt of approval from the Financial Industry Regulatory Authority (“FINRA”), effective December 8, 2014, Online Yearbook amended its Articles of Incorporation to change its name from “Online Yearbook” to "RMR INDUSTRIALS, INC." RMR 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. On February 27, 2015 (the “Closing Date”), the Company entered into and consummated a merger transaction pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, OLYB Acquisition Corporation, a Nevada corporation and wholly owned subsidiary of the Company (“Merger Sub”) and RMR IP, Inc., a Nevada corporation (“RMR IP”). In accordance with the terms of Merger Agreement, on the Closing Date, Merger Sub merged with and into RMR IP (the “Merger”), with RMR IP surviving the Merger as our wholly owned subsidiary. RMR IP was formed to acquire and consolidate complementary industrial commodity assets through capitalizing on the volatile oil markets, down cycles in commodity markets, and other ancillary opportunities. RMR IP is focused on managing the supply chain in order to offer a large and diverse set of products and services. For financial reporting purposes, the Merger represented a “reverse merger” rather than a business combination and RMR IP was deemed to be the accounting acquirer in the transaction. Consequently, the assets and liabilities and the historical operations reflected in the Company’s financial statements post-Merger are those of RMR IP. The Company’s assets, liabilities and results of operations have been consolidated with the assets, liabilities and results of operations of RMR IP after consummation of the Merger, and the historical financial statements of the Company before the Merger were replaced with the historical financial statements of RMR IP before the Merger in all post-Merger filings with the SEC. On July 28, 2016, we formed RMR Aggregates, Inc., a Colorado corporation (“RMR Aggregates”), as our wholly owned subsidiary. RMR Aggregates was formed to hold assets whose primary focus is the mining and processing of industrial minerals for the manufacturing, construction and agriculture sectors. These minerals include limestone, aggregates, marble, silica, barite and sand. On October 12, 2016, RMR Aggregates acquired substantially all of the assets from CalX Minerals, LLC, a Colorado limited liability company (“CalX”) through an Asset Purchase Agreement. Pursuant to the terms of the Asset Purchase Agreement, RMR Aggregates agreed to purchase, and CalX agreed to sell, substantially all of the assets associated with the Mid-Continent Quarry on 41 BLM unpatented placer mining claims in Garfield County, Colorado, including the mining claims, improvements, access rights, water rights, equipment, inventory, contracts, permits, certain intellectual property rights, and other tangible and intangible assets associated with the limestone mining operation. On January 3, 2017, we amended the Articles of Incorporation of RMR IP, Inc. to rename the corporation to RMR Logistics, Inc. (“RMR Logistics”). RMR Logistics operates as a wholly-owned subsidiary of the Company to provide transportation and logistics services. During January 2018, the Company formed Rail Land Company, LLC (“Rail Land Company”) as a wholly-owned subsidiary to acquire and develop a rail terminal and services facility (the “Rail Park”). Rail Land Company purchased an approximately 470-acre parcel of real property located in Bennett, Colorado on February 1, 2018. During July 2018, we exercised our option to acquire an additional approximately 150 acres for a total of 620 acres. On April 26, 2019, RMR Logistics entered into an asset purchase agreement with H2K, LLC, a Colorado limited liability company (“the Seller”) pursuant to which RMR Logistics acquired the Seller’s trucking assets. On January 1, 2020, the Company changed its name from RMR Industrials, Inc. to Rocky Mountain Industrials, Inc. Basis of Presentation and Consolidation The accompanying consolidated financial statements for the period ended December 31, 2019 have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information in accordance with Securities and Exchange Commission (SEC) regulations. Business Acquisitions When the Company acquires businesses where substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets it is not considered a business. As such, the Company accounts for these types of acquisitions as asset acquisitions. When substantially all of the fair value of the gross assets acquired is not concentrated in a single identifiable asset or a group of similar assets and contains acquired inputs and processes which have the ability to contribute to the creation of outputs, these acquisitions are accounted for as business combinations. The Company considers single identifiable assets as tangible assets that are attached to and cannot be physically removed and used separately from another tangible asset without incurring significant cost or significant diminution in utility or fair value. The Company considers similar assets as assets that have a similar nature and risk characteristics. Whether the Company's acquisitions are treated as an asset acquisition under ASC 360 or a business combination under ASC 805, the fair value of the purchase price is allocated among the assets acquired and any liabilities assumed by valuing the property as if it was vacant. The "as-if-vacant" value is allocated to land, buildings, improvements, and any liabilities, based on management's determination of the relative fair values of such assets and liabilities as of the date of acquisition. Upon acquisition, the Company allocates the purchase price based upon the fair value of the assets and liabilities acquired. The Company allocates the purchase price to the fair value of the tangible assets. The Company values improvements at replacement cost, adjusted for depreciation. Management's estimates of value are made using a comparable sales analysis of similar businesses. Factors considered by management in its analysis of include equipment types and the sales prices of comparable assets. The Company includes an estimate of property taxes in the purchase price allocation of acquisitions to account for the expected liability that was assumed. When above or below market leases are acquired, the Company values the intangible assets based on the present value of the difference between prevailing market rates and the in-place rates measured over a period equal to the remaining term of the lease for above market leases and the initial term plus the term of any below market fixed rate renewal options for below market leases that are considered bargain renewal options. The above market lease values are amortized as a reduction of rental income over the remaining term of the respective leases. The fair value of acquired below market leases, included in deferred revenue on the accompanying consolidated balance sheets, is amortized as an increase to rental income on a straight-line basis over the remaining non-cancelable terms of the respective leases, plus the terms of any below market fixed rate renewal options that are considered bargain renewal options of the respective leases. The Company capitalizes acquisition costs and due diligence costs if the asset is expected to qualify as an asset acquisition. If the asset acquisition is abandoned, the capitalized asset acquisition costs are expensed to acquisition and due diligence costs in the period of abandonment. Costs associated with a business combination are expensed to acquisition and due diligence costs as incurred. In the event of a business combination, using information available at the time of business combination, the Company allocates the total consideration to tangible assets and liabilities and identified intangible assets and liabilities. During the measurement period, which may be up to one year from the acquisition date, the Company may adjust the preliminary purchase price allocations after obtaining more information about assets acquired and liabilities assumed at the date of acquisition. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Dec. 31, 2019 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE B – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A summary of significant accounting policies of the Company is presented to assist in understanding the Company’s consolidated financial statements. The accounting policies presented in these footnotes conform to accounting principles generally accepted in the United States of America (“GAAP”) and have been consistently applied in the preparation of the accompanying consolidated financial statements. These consolidated financial statements and notes are representations of the Company’s management who are responsible for their integrity and objectivity. Consolidation The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States ("GAAP"). The audited 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. Revenue Recognition As of January 1, 2018, we adopted ASU NO. 2014-09, “Revenue from Contracts with Customers” Topic 606. The Company recognizes revenue upon delivery of goods to the customer at which time the Company’s performance obligation is satisfied at an amount that the Company expects to be entitled to in exchange for those goods in accordance with the five step analysis outlined in Topic 606: (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations, and (v) recognize revenue when (or as) performance obligations are satisfied. Revenue includes product sales of limestone, aggregate materials and other transportation charges to customers net of discounts, allowance or taxes, as applicable. Segment Reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. As of December 31, 2019, the Company views its operations and manages its business as three operating segments, Aggregates mining, Logistics and Rail Park. Cash and Cash Equivalents The Company considers all highly liquid securities with original maturities of three months or less at the date of purchase to be cash equivalents. As of December 31, 2019, the Company had cash of $251,016 and no cash equivalents. The Company may occasionally maintain cash balances in excess of amounts insured by the Federal Deposit Insurance Corporation (“FDIC”). The amounts are held with major financial institutions and are monitored by management to mitigate credit risk. Restricted Cash The Company has $206,365 in restricted cash held as cash collateral for a reclamation bond for the Bureau of Land Management and Colorado Division of reclamation, mining’s, safety, to be held for the rehabilitation costs of the Mid-Continent Quarry and conclusion of the mining at this location. Accounts Receivable Accounts receivables are recorded at the invoiced amount and do not bear interest. The Company analyzes collectability based on historical payment patterns and macroeconomic factors which may affect the customers' industry. Past due balances over 90 days based on payment terms are reviewed individually for collectability. The Company does not have any off-balance sheet credit exposure related to its customers. Concentration of credit risk is limited to certain customers to whom we make substantial sales. As of December 31, 2019, the Company had one large customer that accounted for approximately 15% of our accounts receivable balance and 45% of our revenue. To reduce risk, we routinely assess the financial strength of our most significant customers, using standard credit risk evaluation methods with reference to publicly available and customer supplied information, and monitor the amounts owed and take appropriate action when necessary. As a result, we believe that accounts receivable credit risk exposure is limited. Inventory Inventories are valued at the lower of cost or market. Cost is determined by the weighted average method. Property, Plant and Equipment Property, plant and equipment are recorded at cost. Significant improvements are capitalized, while maintenance and repair expenses are charged to operations as incurred. The straight-line method of depreciation is used for substantially all of the assets for financial reporting purposes. Depletion of acquired mineral properties is determined pursuant to a unit-of-extraction method which provides for depletion of such costs over the productive life of the mineral properties. The unit-of-extraction rate is determined by computing the production for the period as a percentage of total estimated and recoverable limestone as of that period. Significant judgement is involved in the determination of the estimate of total recoverable limestone in the unit-of-extraction method. Our internal engineering estimates of total estimated and recoverable limestone is a key component in determination of the unit-of-extraction rate. Our estimates of the recoverable limestone may change, possibly in the near term, resulting in changes to depletion rates in future periods. During the years ended December 31, 2019 and 2018, depletion of mineral properties was approximately $7,000 and $9,300. We are considered an "exploration stage" company under the U.S. Securities and Exchange Commission ("SEC") Industry Guide 7 as such the Company expenses any development costs as incurred. Land Under Development Land under development is recorded at cost. Significant improvements are capitalized, while maintenance and repair expenses are charged to operations as incurred. These costs relate to the ongoing development of the Rail Park. Lease Obligations On April 1, 2019, we adopted FASB ASU 2016-02, Leases: (Topic 842) ("ASU 2016-02"), which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e. lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. For leases in which the Company is the lessee, the Company determined that the guidance has a material impact as the Company has three operating leases for office space. Two of these leases have greater than 12 months remaining on the term of these leases at the date of the adoption of this guidance and as such the Company recorded a right of use asset and a lease liability of $491,111 at the date of adoption. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases. The Company also is committed to a lease for a portable office space and for the use of a Dozer within the Company's aggregates operation. On adoption of the new lease accounting standard the Company recorded a right of use asset and lease liability of $35,625 for these leases. Equipment loan The Company has bought certain specialized mining and trucking equipment under finance terms. The financed equipment is recorded at cost at acquisition date. The straight-line method of depreciation is used for financial reporting purposes. Goodwill Goodwill represents the excess of a purchase price over the fair value of net tangible and identifiable intangible assets of the businesses acquired by the Company. Goodwill is tested for impairment annually or more often if impairment indicators are present at the reporting unit level. The Company has elected January 1st as its annual goodwill impairment assessment date. If the existence of events or circumstances indicates that it is more likely than not that fair values of the reporting units are below their carrying values, the Company performs additional impairment tests during interim periods to evaluate goodwill for impairment. Deposits Deposits consist of a security deposit in connection with various office leases. Impairment of Long-Lived Assets The Company evaluates its long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. Asset impairment is considered to exist if the total estimated future cash flows on an undiscounted basis are less than the carrying amount of the asset. Any impairment losses are measured and recorded based on discounted estimated future cash flows and are charged to income on the Company’s consolidated statements of operations. In estimating future cash flows, assets are grouped at the lowest level for which there are identifiable cash flows that are largely independent of future cash flows from other asset groups. The Company’s estimates of future cash flows are based on numerous assumptions, including expected commodity prices, production levels, capital requirements and estimated salvage values. It is possible that actual future cash flows will be significantly different than the estimates, as actual future quantities of recoverable material, future commodity prices, production levels and costs and capital are each subject to significant risks and uncertainties. As of December 31, 2019, the Company’s mineral resources do not meet the definition of proven or probable reserves or value beyond proven or probable reserves and any potential revenue has been excluded from the cash flow assumptions. Accordingly, recoverability of the long-lived assets’ capitalized cost is based primarily on estimated salvage values or alternative future uses. 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, 2019, the Company’s undiscounted reclamation obligations totaled approximately $222,081. 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, 2019 $ 60,990 Liabilities incurred 4,463 Accretion expense 2,976 Balance at December 31, 2019 $ 65,453 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 $2,496,142 and $0 as at December 31, 2019 and March 31, 2019 respectively. Net Loss per Common Share Basic net loss per common share is calculated by dividing the net loss attributable to common stockholders 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 net loss per common share is calculated by dividing the net loss attributable to common stockholders by the weighted average number 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. There are no such anti-dilutive common share equivalents outstanding as December 31, 2019 which were excluded from the calculation of diluted loss per common share. Income Taxes The Company accounts for income taxes under the asset and liability method, which requires, among other things, that deferred income taxes be provided for temporary differences between the tax bases of the Company's assets and liabilities and their financial statement reported amounts. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. A valuation allowance is recorded by the Company when it is more likely than not that some portion or all of a deferred tax asset will not be realized. In making such a determination, management considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, and ongoing prudent and feasible tax planning strategies in assessing the amount of the valuation allowance. When the Company establishes or reduces the valuation allowance against its deferred tax assets, its provision for income taxes will increase or decrease, respectively, in the period such determination is made. Additionally, the Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefit recognized in the financial statements for a particular tax position is based on the largest benefit that is more likely than not to be realized upon settlement. Accordingly, the Company establishes reserves for uncertain tax positions. The Company has not recognized interest or penalties in its statement of operations and comprehensive loss since inception. Non-controlling Interests The Company's non-controlling interests are interests in RMR Aggregates, Inc. not owned by the Company. The Company evaluates whether non-controlling interests are subject to redemption features outside of its control. The amounts reported for non-controlling interests on the Company's Consolidated Statements of Operations represent the portion of income or losses not attributable to the Company. On December 3, 2019, an accredited investor owning 5,263 shares of RMR Aggregates common stock elected to convert its common stock of RMR Aggregates in to 166,667 shares of RMRI Class B common stock, pursuant to an Equity Conversion Agreement between the accredited investor, RMR Aggregates and RMRI. Upon conversion, RMR Aggregates became a wholly owned subsidiary of RMRI. |
GOING CONCERN
GOING CONCERN | 9 Months Ended |
Dec. 31, 2019 | |
GOING CONCERN | |
GOING CONCERN | NOTE C – GOING CONCERN The Company's financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. Under the going concern assumption, an entity is ordinarily viewed as continuing in business for the foreseeable future with neither the intention nor the necessity of liquidation, ceasing trading, or seeking protection from creditors pursuant to applicable laws and regulations. Accordingly, assets and liabilities are recorded on the basis that the entity will be able to realize its assets and discharge its liabilities in the normal course of business. However, the Company does not have sufficient cash or other current assets, nor does it have an established and adequate source of revenues, to cover its operating costs and to allow it to continue as a going concern. As a result, the Company’s auditors issued a going concern opinion for the financial statements at March 31, 2019. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the business plan and eventually attain profitable operations. During the next year, the Company’s foreseeable cash requirements will relate to continual development of the operations of its business, maintaining its good standing and making the requisite filings with the Securities and Exchange Commission, and the payment of expenses associated with research and development. The Company may experience a cash shortfall and be required to raise additional capital. Historically, the Company has mostly relied upon funds from the sale of shares of stock and from acquiring loans to finance its operations and growth. Management may raise additional capital through future public or private offerings of the Company’s stock or through loans from private investors, although there can be no assurance that it will be able to obtain such financing. The Company’s failure to do so could have a material and adverse effect upon it and its shareholders. In the past year, the Company funded operations by using cash proceeds received through the issuance of common and preferred stock and proceeds from debt financing. For the coming year, the Company plans to continue to fund the Company through debt and securities sales and issuances until the company generates enough revenues through the operations as stated above. The Company is currently working through a number of opportunities to ensure the business will continue as a going concern. These include: 1. 2. |
ACCOUNTS RECEIVABLE
ACCOUNTS RECEIVABLE | 9 Months Ended |
Dec. 31, 2019 | |
ACCOUNTS RECEIVABLE | |
ACCOUNTS RECEIVABLE | NOTE D – ACCOUNTS RECEIVABLE Accounts Receivable at December 31, 2019 was $221,150 compared to $102,870 at March 31, 2019. The increase is due to a increase in production and product demand. No allowance is recorded, as all items are current. |
INVENTORY
INVENTORY | 9 Months Ended |
Dec. 31, 2019 | |
INVENTORY | |
INVENTORY | NOTE E – INVENTORY Inventory, which primarily represents finished goods, packaging and fuel, are valued at the lower of cost (average) or market. December 31, March 31, 2019 2019 Blasted Rock $ 10,338 $ 41,021 Finished Goods $ — $ 923 Packaging $ — $ 2,450 Propane and Fuel $ — $ 4,582 Total $ 10,338 $ 48,976 |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 9 Months Ended |
Dec. 31, 2019 | |
PROPERTY, PLANT AND EQUIPMENT | |
PROPERTY, PLANT AND EQUIPMENT | NOTE F – PROPERTY, PLANT AND EQUIPMENT The following summarizes the Company’s assets at December 31, 2019 and March 31, 2019 respectively: December 31, March 31, 2019 2019 Recoverable Limestone $ 1,477,469 $ 1,477,469 Mill Equipment 1,287,743 1,287,743 Mining Equipment 336,934 336,934 Mobile Equipment 3,544,138 849,627 Property improvements 69,263 65,637 Office Equipment 9,710 1,630 Total Fixed Assets 6,725,257 4,019,040 Less Accumulated Depreciation (1,126,112) (758,529) Property, plant and equipment, net of accumulated depreciation $ 5,599,145 $ 3,260,511 Depreciation Years rate Mill Equipment 3 – 15 6.7% - 33.3 % Mining Equipment 2 – 15 6.7% - 50.0 % Mobile Equipment 5 – 12 8.3% - 20.0 % Office Equipment 2 – 3 33.3% - 50.0 % |
NOTE PAYABLE
NOTE PAYABLE | 9 Months Ended |
Dec. 31, 2019 | |
NOTE PAYABLE | |
NOTE PAYABLE | NOTE G – NOTE PAYABLE On April 4, 2019 RMI entered into a Senior Unsecured Promissory Note with Beinville Capital Partners, LP, a New York based investment firm for $1,000,000. The note accrued to $1,250,000 at maturity on April 4, 2020. S ubsequent to the date of this filing, the note was paid off with proceeds from an issuance of preferred stock. On April 26, 2019 RMR Logistics entered into an asset purchase agreement with H2K, LLC, a Colorado Limited liability company (“the seller”). Pursuant to the agreement which RMR Logistics acquired the sellers trucking assets. As a result of this acquisition RMR Logistics entered into a Term loan for $1,800,000. The loan matures on April 26 th , 2026 and accrues interest of 5.64% and is classified under long term liabilities, Note Payable, net of discount. Subsequent to the date of this filing, certain assets acquired in the sale were sold and used to pay down the term loan. |
EQUIPMENT LOAN AND CAPITAL LEAS
EQUIPMENT LOAN AND CAPITAL LEASE PAYABLE | 9 Months Ended |
Dec. 31, 2019 | |
EQUIPMENT LOAN AND CAPITAL LEASE PAYABLE | |
EQUIPMENT LOAN AND CAPITAL LEASE PAYABLE | NOTE H – EQUIPMENT LOAN AND CAPITAL LEASE PAYABLE The Company has entered into various equipment loans with an equipment manufacturer in connection with the CalX acquisition, pursuant to which we acquired equipment with an aggregate principal value of approximately $528,593. The equipment loans require payments over 12 months at a fixed interest rate from 1.99% to 4.78%. The Company’s obligations under these contracts are collateralized by the equipment purchased. The Company also has a capital lease agreement, which was assumed in connection with the CalX acquisition. The capital lease has a remaining term of less than 12 months for mining equipment, which is included as part of property, plant and equipment. Depreciation related to capital lease assets is included in depreciation expense. Future payments on capital lease obligations are as follows: Fiscal year ended March 31: 2020 $ 10,471 2021 — Total future minimum lease payments $ 10,471 |
TRANSACTIONS WITH RELATED PARTI
TRANSACTIONS WITH RELATED PARTIES | 9 Months Ended |
Dec. 31, 2019 | |
TRANSACTIONS WITH RELATED PARTIES | |
TRANSACTIONS WITH RELATED PARTIES | NOTE I – TRANSACTIONS WITH RELATED PARTIES The Company has accrued $1,005,000 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' DEFICIT
SHAREHOLDERS' DEFICIT | 9 Months Ended |
Dec. 31, 2019 | |
SHAREHOLDERS' DEFICIT | |
SHAREHOLDERS' DEFICIT | NOTE J – SHAREHOLDERS’ DEFICIT Preferred Stock The Company has authorized 50,000,000 shares of preferred stock for issuance. At December 31, 2019, 27.52 shares of preferred stock were issued and outstanding, respectively. 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. At December 31, 2019 and March 31, 2019, the Company had 35,785,858 Class A shares issued and outstanding. As of December 31, 2019 and March 31, 2019 the Company had 4,448,919 and 4,032,752 Class B Common Stock issued and outstanding. 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. During the nine month period ended December 31, 2019, the Company entered into subcription agreements with accredited investors (“the Purchasers”) to offer and sell 16.02 shares of Preferred Stock for which the Company received $2,552,000 in gross proceeds. During the same period, Purchasers exercised warrants to purchase 4.0 shares of Preferred Stock and 175,000 shares of Class B Common Stock for which the Company received $3,525,000 in gross proceeds. |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 9 Months Ended |
Dec. 31, 2019 | |
SHARE-BASED COMPENSATION | |
SHARE-BASED COMPENSATION | NOTE K – SHARE-BASED COMPENSATION The Rocky Mountain 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, 2019, there were 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. |
SELLING GENERAL AND ADMINISTRAT
SELLING GENERAL AND ADMINISTRATIVE COSTS | 9 Months Ended |
Dec. 31, 2019 | |
SELLING GENERAL AND ADMINISTRATIVE COSTS | |
SELLING GENERAL AND ADMINISTRATIVE COSTS | NOTE L – SELLING GENERAL AND ADMINISTRATIVE COSTS Selling general and administrative costs for the nine month period ended December 31, 2019 were $8,791,101 compared to $6,267,829 in the period ended December 31, 2018. Increases in salaries, employee benefits, and consulting fees were primarily responsible for the increase. |
INTEREST EXPENSE
INTEREST EXPENSE | 9 Months Ended |
Dec. 31, 2019 | |
INTEREST EXPENSE | |
INTEREST EXPENSE | NOTE M – INTEREST EXPENSE The interest expense for the nine month period ended December 31, 2019 was $322,544 compared to the prior year of $510,234. The decrease is the result of a note payable of $2,250,000 that was repaid on October 1, 2018. |
SEGMENT REPORTING
SEGMENT REPORTING | 9 Months Ended |
Dec. 31, 2019 | |
SEGMENT REPORTING | |
SEGMENT REPORTING | NOTE N – SEGMENT REPORTING Rocky Mountain Industrials, Inc (RMI) has three reportable segments: aggregates, logistics, and Rail Park. The aggregates segment produces chemical grade lime for use in the aggregates market. The logistics segment is in the process of developing a rail access delivery location and will generate sales through a combination of land sales as well as rental lease income and Rail Services. The Rail Park segment will require significant future capital injections before the segment will start generating recurring revenue. The Company expects that the rail park development will conclude late in the Company’s 2021 financial year or early in the Company’s 2022 financial year. The aggregates segment relied significantly on sales to the West Elk Mine for the period ended December 31, 2019. The sales to the West Elk Mine contributed 45% of revenue to this segment. The accounting policies of the segments are the same as those described in the summary of significant accounting policies. RMI evaluates performance based on profit or loss from operations before income taxes not including nonrecurring gains and losses. RMI accounts for intersegment sales and transfers as if the sales or transfers were to third parties, that is, at current market prices. RMI’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. Description Aggregates Logistics Rail Park Other Total Revenues from external customers 842,221 1,133,046 — (284,939) 1,690,328 Intersegment revenues (284,939) 284,939 — — — Interest expense 3,302 83,435 — 235,807 322,544 Depreciation, depletion and amortization 215,100 250,240 — 2,253 467,593 Segment loss 1,204,340 577,496 22,274 7,113,359 8,917,469 Segment assets 3,495,461 3,101,843 6,528,984 862,011 13,988,299 Expenditure for segment assets — 2,629,416 — — — |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Dec. 31, 2019 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE M – SUBSEQUENT EVENTS Subsequent to December 31, 2019 the company issued 25.25 Preferred Shares and received 2,525,000 in gross proceeds. During the same time period accredited investors exercised warrants to purchase 60,000 shares of Class B Common Stock at an exercise price of $12.50 per share. Effective January 1, 2021, Gregory M. Dangler has retired from his position of Chief Executive Officer of Rocky Mountain Industrials, Inc.. He does so with no disagreement with the Company. Mr. Dangler will continue in his position as Executive Board Director and will remain an employee of the Company for the near term. Effective January 1, 2021 Brain Fallin was appointed as Cheif Executive Officer ("CEO") of Rocky Mountain Industrials Inc. Prior to being appointed as CEO, Mr. Fallin was the Vce President of Sales of the Company. Effective January 1, 2021 Andrew Peltz retired from his position as Board Director. He does so without disagreement with the Company. Mr. Peltz will continue on as a shareholder. On January 1, 2021 Adrian Fairbourn was appointed as Board Director. Mr. Fairbourn currently manages an institutional multi-family office direct investment and real asset portfolio. Effective October 9, 2020, John Anderson, President of Rocky Mountain Industrials INC., resigned from the Company. He does so without disagreement with the Company. The Role of President will not be replaced at this time. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Dec. 31, 2019 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Consolidation | Consolidation The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States ("GAAP"). The audited 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. |
Revenue Recognition | Revenue Recognition As of January 1, 2018, we adopted ASU NO. 2014-09, “Revenue from Contracts with Customers” Topic 606. The Company recognizes revenue upon delivery of goods to the customer at which time the Company’s performance obligation is satisfied at an amount that the Company expects to be entitled to in exchange for those goods in accordance with the five step analysis outlined in Topic 606: (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations, and (v) recognize revenue when (or as) performance obligations are satisfied. Revenue includes product sales of limestone, aggregate materials and other transportation charges to customers net of discounts, allowance or taxes, as applicable. |
Segment Reporting | Segment Reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. As of December 31, 2019, the Company views its operations and manages its business as three operating segments, Aggregates mining, Logistics and Rail Park. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid securities with original maturities of three months or less at the date of purchase to be cash equivalents. As of December 31, 2019, the Company had cash of $251,016 and no cash equivalents. The Company may occasionally maintain cash balances in excess of amounts insured by the Federal Deposit Insurance Corporation (“FDIC”). The amounts are held with major financial institutions and are monitored by management to mitigate credit risk. |
Restricted Cash | Restricted Cash The Company has $206,365 in restricted cash held as cash collateral for a reclamation bond for the Bureau of Land Management and Colorado Division of reclamation, mining’s, safety, to be held for the rehabilitation costs of the Mid-Continent Quarry and conclusion of the mining at this location. |
Accounts Receivable | Accounts Receivable Accounts receivables are recorded at the invoiced amount and do not bear interest. The Company analyzes collectability based on historical payment patterns and macroeconomic factors which may affect the customers' industry. Past due balances over 90 days based on payment terms are reviewed individually for collectability. The Company does not have any off-balance sheet credit exposure related to its customers. Concentration of credit risk is limited to certain customers to whom we make substantial sales. As of December 31, 2019, the Company had one large customer that accounted for approximately 15% of our accounts receivable balance and 45% of our revenue. To reduce risk, we routinely assess the financial strength of our most significant customers, using standard credit risk evaluation methods with reference to publicly available and customer supplied information, and monitor the amounts owed and take appropriate action when necessary. As a result, we believe that accounts receivable credit risk exposure is limited. |
Inventory | Inventory Inventories are valued at the lower of cost or market. Cost is determined by the weighted average method. |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment are recorded at cost. Significant improvements are capitalized, while maintenance and repair expenses are charged to operations as incurred. The straight-line method of depreciation is used for substantially all of the assets for financial reporting purposes. Depletion of acquired mineral properties is determined pursuant to a unit-of-extraction method which provides for depletion of such costs over the productive life of the mineral properties. The unit-of-extraction rate is determined by computing the production for the period as a percentage of total estimated and recoverable limestone as of that period. Significant judgement is involved in the determination of the estimate of total recoverable limestone in the unit-of-extraction method. Our internal engineering estimates of total estimated and recoverable limestone is a key component in determination of the unit-of-extraction rate. Our estimates of the recoverable limestone may change, possibly in the near term, resulting in changes to depletion rates in future periods. During the years ended December 31, 2019 and 2018, depletion of mineral properties was approximately $7,000 and $9,300. We are considered an "exploration stage" company under the U.S. Securities and Exchange Commission ("SEC") Industry Guide 7 as such the Company expenses any development costs as incurred. |
Land Under Development | Land Under Development Land under development is recorded at cost. Significant improvements are capitalized, while maintenance and repair expenses are charged to operations as incurred. These costs relate to the ongoing development of the Rail Park. |
Lease Obligations | Lease Obligations On April 1, 2019, we adopted FASB ASU 2016-02, Leases: (Topic 842) ("ASU 2016-02"), which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e. lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. For leases in which the Company is the lessee, the Company determined that the guidance has a material impact as the Company has three operating leases for office space. Two of these leases have greater than 12 months remaining on the term of these leases at the date of the adoption of this guidance and as such the Company recorded a right of use asset and a lease liability of $491,111 at the date of adoption. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases. The Company also is committed to a lease for a portable office space and for the use of a Dozer within the Company's aggregates operation. On adoption of the new lease accounting standard the Company recorded a right of use asset and lease liability of $35,625 for these leases. |
Equipment loan | Equipment loan The Company has bought certain specialized mining and trucking equipment under finance terms. The financed equipment is recorded at cost at acquisition date. The straight-line method of depreciation is used for financial reporting purposes. |
Goodwill | Goodwill Goodwill represents the excess of a purchase price over the fair value of net tangible and identifiable intangible assets of the businesses acquired by the Company. Goodwill is tested for impairment annually or more often if impairment indicators are present at the reporting unit level. The Company has elected January 1st as its annual goodwill impairment assessment date. If the existence of events or circumstances indicates that it is more likely than not that fair values of the reporting units are below their carrying values, the Company performs additional impairment tests during interim periods to evaluate goodwill for impairment. |
Deposits | Deposits Deposits consist of a security deposit in connection with various office leases. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company evaluates its long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. Asset impairment is considered to exist if the total estimated future cash flows on an undiscounted basis are less than the carrying amount of the asset. Any impairment losses are measured and recorded based on discounted estimated future cash flows and are charged to income on the Company’s consolidated statements of operations. In estimating future cash flows, assets are grouped at the lowest level for which there are identifiable cash flows that are largely independent of future cash flows from other asset groups. The Company’s estimates of future cash flows are based on numerous assumptions, including expected commodity prices, production levels, capital requirements and estimated salvage values. It is possible that actual future cash flows will be significantly different than the estimates, as actual future quantities of recoverable material, future commodity prices, production levels and costs and capital are each subject to significant risks and uncertainties. As of December 31, 2019, the Company’s mineral resources do not meet the definition of proven or probable reserves or value beyond proven or probable reserves and any potential revenue has been excluded from the cash flow assumptions. Accordingly, recoverability of the long-lived assets’ capitalized cost is based primarily on estimated salvage values or alternative future uses. |
Accrued Reclamation Liability | 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, 2019, the Company’s undiscounted reclamation obligations totaled approximately $222,081. 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, 2019 $ 60,990 Liabilities incurred 4,463 Accretion expense 2,976 Balance at December 31, 2019 $ 65,453 |
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 $2,496,142 and $0 as at December 31, 2019 and March 31, 2019 respectively. |
Net Loss per Common Share | Net Loss per Common Share Basic net loss per common share is calculated by dividing the net loss attributable to common stockholders 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 net loss per common share is calculated by dividing the net loss attributable to common stockholders by the weighted average number 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. There are no such anti-dilutive common share equivalents outstanding as December 31, 2019 which were excluded from the calculation of diluted loss per common share. |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method, which requires, among other things, that deferred income taxes be provided for temporary differences between the tax bases of the Company's assets and liabilities and their financial statement reported amounts. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. A valuation allowance is recorded by the Company when it is more likely than not that some portion or all of a deferred tax asset will not be realized. In making such a determination, management considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, and ongoing prudent and feasible tax planning strategies in assessing the amount of the valuation allowance. When the Company establishes or reduces the valuation allowance against its deferred tax assets, its provision for income taxes will increase or decrease, respectively, in the period such determination is made. Additionally, the Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefit recognized in the financial statements for a particular tax position is based on the largest benefit that is more likely than not to be realized upon settlement. Accordingly, the Company establishes reserves for uncertain tax positions. The Company has not recognized interest or penalties in its statement of operations and comprehensive loss since inception. |
Non-controlling Interests | Non-controlling Interests The Company's non-controlling interests are interests in RMR Aggregates, Inc. not owned by the Company. The Company evaluates whether non-controlling interests are subject to redemption features outside of its control. The amounts reported for non-controlling interests on the Company's Consolidated Statements of Operations represent the portion of income or losses not attributable to the Company. On December 3, 2019, an accredited investor owning 5,263 shares of RMR Aggregates common stock elected to convert its common stock of RMR Aggregates in to 166,667 shares of RMRI Class B common stock, pursuant to an Equity Conversion Agreement between the accredited investor, RMR Aggregates and RMRI. Upon conversion, RMR Aggregates became a wholly owned subsidiary of RMRI. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Dec. 31, 2019 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of carrying amount of our accrued reclamation liabilities | Balance at April 1, 2019 $ 60,990 Liabilities incurred 4,463 Accretion expense 2,976 Balance at December 31, 2019 $ 65,453 |
INVENTORY (Tables)
INVENTORY (Tables) | 9 Months Ended |
Dec. 31, 2019 | |
INVENTORY | |
Schedule of inventory | December 31, March 31, 2019 2019 Blasted Rock $ 10,338 $ 41,021 Finished Goods $ — $ 923 Packaging $ — $ 2,450 Propane and Fuel $ — $ 4,582 Total $ 10,338 $ 48,976 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 9 Months Ended |
Dec. 31, 2019 | |
PROPERTY, PLANT AND EQUIPMENT | |
Schedule of property, plant and equipment | The following summarizes the Company’s assets at December 31, 2019 and March 31, 2019 respectively: December 31, March 31, 2019 2019 Recoverable Limestone $ 1,477,469 $ 1,477,469 Mill Equipment 1,287,743 1,287,743 Mining Equipment 336,934 336,934 Mobile Equipment 3,544,138 849,627 Property improvements 69,263 65,637 Office Equipment 9,710 1,630 Total Fixed Assets 6,725,257 4,019,040 Less Accumulated Depreciation (1,126,112) (758,529) Property, plant and equipment, net of accumulated depreciation $ 5,599,145 $ 3,260,511 |
Schedule of useful life and depreciation rate of property plant and equipment | Depreciation Years rate Mill Equipment 3 – 15 6.7% - 33.3 % Mining Equipment 2 – 15 6.7% - 50.0 % Mobile Equipment 5 – 12 8.3% - 20.0 % Office Equipment 2 – 3 33.3% - 50.0 % |
EQUIPMENT LOAN AND CAPITAL LE_2
EQUIPMENT LOAN AND CAPITAL LEASE PAYABLE (Tables) | 9 Months Ended |
Dec. 31, 2019 | |
EQUIPMENT LOAN AND CAPITAL LEASE PAYABLE | |
Schedule of future minimum lease | Fiscal year ended March 31: 2020 $ 10,471 2021 — Total future minimum lease payments $ 10,471 |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 9 Months Ended |
Dec. 31, 2019 | |
SEGMENT REPORTING | |
Schedule of segment reporting information | Description Aggregates Logistics Rail Park Other Total Revenues from external customers 842,221 1,133,046 — (284,939) 1,690,328 Intersegment revenues (284,939) 284,939 — — — Interest expense 3,302 83,435 — 235,807 322,544 Depreciation, depletion and amortization 215,100 250,240 — 2,253 467,593 Segment loss 1,204,340 577,496 22,274 7,113,359 8,917,469 Segment assets 3,495,461 3,101,843 6,528,984 862,011 13,988,299 Expenditure for segment assets — 2,629,416 — — — |
FORMATION, CORPORATE CHANGES,_2
FORMATION, CORPORATE CHANGES, AND MATERIAL MERGERS AND ACQUISITIONS (Details) | Oct. 12, 2016item | Nov. 17, 2014USD ($)shares |
Formation Corporate Changes and Material Mergers And Acquisitions [Line Items] | ||
Number of BLM unpatented placer mining claims | item | 41 | |
Rocky Mountain Resource Holdings LLC [Member] | ||
Formation Corporate Changes and Material Mergers And Acquisitions [Line Items] | ||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares | 5,200,000 | |
Business Acquisition, Percentage of Voting Interests Acquired | 69.06% | |
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ | $ 357,670 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 9 Months Ended |
Dec. 31, 2019USD ($) | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Balance at April 1, 2019 | $ 60,990 |
Liabilities incurred | 4,463 |
Accretion expense | 2,976 |
Balance at September 30, 2019 | $ 65,453 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional information (Details) | Dec. 03, 2019shares | Apr. 01, 2019USD ($)lease | Dec. 31, 2019USD ($)customershares | Dec. 31, 2018USD ($)shares | Dec. 31, 2019USD ($)segmentcustomershares | Dec. 31, 2018USD ($) | Mar. 31, 2019USD ($) | Mar. 31, 2018USD ($) |
Number of Operating Segments | segment | 3 | |||||||
Cash equivalents | $ 0 | $ 0 | ||||||
Cash | 251,016 | $ 1,727,400 | 251,016 | $ 1,727,400 | $ 528,417 | $ 814,621 | ||
Restricted cash | $ 206,365 | $ 206,365 | 111,694 | |||||
Number of Customers | customer | 1 | 1 | ||||||
Depletion of mineral properties | $ 7,000 | $ 9,300 | ||||||
Right of use asset | $ 298,168 | 298,168 | 0 | |||||
Fair value of notes payable | 2,496,142 | $ 2,496,142 | 0 | |||||
Reclamation Liability Settlement Term | 20 years | |||||||
Anti-dilutive common share equivalents excluded from the calculation of diluted loss per common share | shares | 0 | |||||||
Undiscounted reclamation obligations | 222,081 | $ 222,081 | ||||||
Accrued reclamation liability | $ 65,453 | $ 65,453 | $ 60,990 | |||||
Common Class B [Member] | ||||||||
Conversion of Stock, Shares Issued | shares | 166,667 | 150,000 | ||||||
RMR Aggregates Shares [Member] | Common Class B [Member] | ||||||||
Conversion of Stock, Shares Issued | shares | 166,667 | |||||||
Common Stock [Member] | RMR Aggregates Shares [Member] | ||||||||
Conversion of Stock, Shares Converted | shares | 5,263 | |||||||
Accounting Standards Update 2016-02 [Member] | Revision of Prior Period, Adjustment [Member] | ||||||||
Number of operating leases | lease | 3 | |||||||
Number of operating leases with greater than 12 months | 2 | |||||||
Lease Liability | $ 35,625 | |||||||
Accounting Standards Update 2016-02 [Member] | Revision of Prior Period, Adjustment [Member] | Two leases with greater than 12 months | ||||||||
Lease Liability | 491,111 | |||||||
Right of use asset | 491,111 | |||||||
Accounting Standards Update 2016-02 [Member] | Revision of Prior Period, Adjustment [Member] | Lease for portable office space | ||||||||
Right of use asset | $ 35,625 | |||||||
Accounts Receivable [Member] | ||||||||
Concentration Risk, Percentage | 15.00% | |||||||
Revenue [Member] | ||||||||
Concentration Risk, Percentage | 45.00% |
ACCOUNTS RECEIVABLE (Details)
ACCOUNTS RECEIVABLE (Details) - USD ($) | Dec. 31, 2019 | Mar. 31, 2019 |
ACCOUNTS RECEIVABLE | ||
Accounts Receivable, Net, Current | $ 221,150 | $ 102,870 |
Allowance for Doubtful Accounts Receivable | $ 0 |
INVENTORY (Details)
INVENTORY (Details) - USD ($) | Dec. 31, 2019 | Mar. 31, 2019 |
INVENTORY | ||
Blasted Rock | $ 10,338 | $ 41,021 |
Finished Goods | 0 | 923 |
Packaging | 0 | 2,450 |
Propane and Fuel | 0 | 4,582 |
Total | $ 10,338 | $ 48,976 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) | 9 Months Ended | |
Dec. 31, 2019 | Mar. 31, 2019 | |
Property, Plant and Equipment [Line Items] | ||
Total Fixed Assets | $ 6,725,257 | $ 4,019,040 |
Less Accumulated Depreciation | (1,126,112) | (758,529) |
Property, plant and equipment, net of accumulated depreciation | 5,599,145 | 3,260,511 |
Recoverable Limestone [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total Fixed Assets | 1,477,469 | 1,477,469 |
Mill Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total Fixed Assets | $ 1,287,743 | 1,287,743 |
Mill Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life | 3 years | |
Depreciation Rate | 6.70% | |
Mill Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life | 15 years | |
Depreciation Rate | 33.30% | |
Mining Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total Fixed Assets | $ 336,934 | 336,934 |
Mining Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life | 2 years | |
Depreciation Rate | 6.70% | |
Mining Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life | 15 years | |
Depreciation Rate | 50.00% | |
Mobile Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total Fixed Assets | $ 3,544,138 | 849,627 |
Mobile Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life | 5 years | |
Depreciation Rate | 8.30% | |
Mobile Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life | 12 years | |
Depreciation Rate | 20.00% | |
Property improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total Fixed Assets | $ 69,263 | 65,637 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total Fixed Assets | $ 9,710 | $ 1,630 |
Office Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life | 2 years | |
Depreciation Rate | 33.30% | |
Office Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life | 3 years | |
Depreciation Rate | 50.00% |
NOTE PAYABLE (Details)
NOTE PAYABLE (Details) - USD ($) | Apr. 26, 2019 | Apr. 04, 2019 | Dec. 31, 2019 | Mar. 31, 2019 |
Notes Payable | $ 1,185,109 | $ 0 | ||
Asset Purchase Agreement [Member] | H2K, LLC [Member] | Term loan [Member] | ||||
Debt Instrument, Face Amount | $ 1,800,000 | |||
Debt Instrument, Maturity Date | Apr. 26, 2026 | |||
Debt Instrument, Interest Rate, Stated Percentage | 5.64% | |||
Unsecured Debt [Member] | Bienville Capital Partners, LP [Member] | ||||
Debt Instrument, Face Amount | $ 1,000,000 | |||
Debt Instrument, Maturity Date | Apr. 4, 2020 | |||
Notes Payable | $ 1,250,000 |
EQUIPMENT LOAN AND CAPITAL LE_3
EQUIPMENT LOAN AND CAPITAL LEASE PAYABLE (Details) | Dec. 31, 2019USD ($) |
EQUIPMENT LOAN AND CAPITAL LEASE PAYABLE | |
2020 | $ 10,471 |
2021 | 0 |
Total future minimum lease payments | $ 10,471 |
EQUIPMENT LOAN AND CAPITAL LE_4
EQUIPMENT LOAN AND CAPITAL LEASE PAYABLE - Additional Information (Details) | 9 Months Ended |
Dec. 31, 2019USD ($) | |
Minimum [Member] | Equipment Loan [Member] | |
Debt Instrument, Interest Rate, Stated Percentage | 1.99% |
Maximum [Member] | Equipment Loan [Member] | |
Debt Instrument, Term | 12 months |
Debt Instrument, Interest Rate, Stated Percentage | 4.78% |
Equipment [Member] | |
Capital Leased Assets, Gross | $ 528,593 |
Capital Lease Agreement [Member] | |
Capital Lease Remaining Term | 12 months |
TRANSACTIONS WITH RELATED PAR_2
TRANSACTIONS WITH RELATED PARTIES (Details) | 9 Months Ended |
Dec. 31, 2019USD ($) | |
Officer [Member] | |
Related Party Transaction [Line Items] | |
Officers' Compensation | $ 35,000 |
Chief Executive Officer [Member] | |
Related Party Transaction [Line Items] | |
Accrued Salaries, Current | 1,005,000 |
Non Executive Board Chairman [Member] | |
Related Party Transaction [Line Items] | |
Accrued Salaries, Current | $ 1,005,000 |
SHAREHOLDERS' DEFICIT (Details)
SHAREHOLDERS' DEFICIT (Details) - USD ($) | 9 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2019 | |
Preferred Stock, Shares Authorized | 50,000,000 | 50,000,000 | |
Preferred Stock, Shares Issued | 27.52 | 27.52 | |
Preferred Stock, Shares Outstanding | 27.52 | 27.52 | |
Common Stock [Member] | |||
Common Stock, Shares Authorized | 2,100,000,000 | ||
Common Stock [Member] | Note Purchase Agreement [Member] | |||
Proceeds from Issuance of Common Stock | $ 2,552,000 | ||
Purchase to Offer and Sell Preferred Stock | 16.02 | ||
Common Class A [Member] | |||
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 Class B [Member] | |||
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 | |
Common Stock, Shares, Issued | 4,448,919 | 4,032,752 | |
Common Stock, Shares, Outstanding | 4,448,919 | 4,032,752 | |
Proceeds from Issuance of Common Stock | $ 3,124,377 | $ 6,573,761 | |
Common Class B [Member] | Note Purchase Agreement [Member] | |||
Proceeds from Issuance of Common Stock | $ 3,525,000 | ||
Purchase to Offer and Sell Preferred Stock | 4 | ||
Purchase of Preferred Stock | 175,000 |
SHARE-BASED COMPENSATION - (Det
SHARE-BASED COMPENSATION - (Details) | 9 Months Ended |
Dec. 31, 2019 | |
2015 Equity Incentive Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Percentage of Outstanding Stock Maximum | 30.00% |
Non Qualified Options [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 33.00% |
SELLING GENERAL AND ADMINISTR_2
SELLING GENERAL AND ADMINISTRATIVE COSTS (Details) - USD ($) | 9 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
SELLING GENERAL AND ADMINISTRATIVE COSTS | ||
Selling, General and Administrative Expense | $ 8,791,101 | $ 6,267,829 |
INTEREST EXPENSE (Details)
INTEREST EXPENSE (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Oct. 01, 2018 | |
INTEREST EXPENSE | |||||
Notes Repaid | $ 2,250,000 | ||||
Interest expense, net | $ (131,888) | $ (13,049) | $ (322,544) | $ (510,234) |
SEGMENT REPORTING - Description
SEGMENT REPORTING - Description (Details) | 9 Months Ended |
Dec. 31, 2019segment | |
SEGMENT REPORTING | |
Number of reportable segments | 3 |
Sales to the West Elk Mine contributed | 45.00% |
SEGMENT REPORTING - Reportable
SEGMENT REPORTING - Reportable Segments (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2019 | |
Segment Reporting Information [Line Items] | |||||
Revenue | $ 660,170 | $ 308,186 | $ 1,690,327 | $ 1,964,969 | |
Segment assets | 13,988,299 | 13,988,299 | $ 9,647,230 | ||
Aggregates | |||||
Segment Reporting Information [Line Items] | |||||
Interest Expense | 3,302 | ||||
Depreciation, Depletion and Amortization | 215,100 | ||||
Segment loss | 1,204,340 | ||||
Segment assets | 3,495,461 | 3,495,461 | |||
Expenditure for segment assets | 0 | ||||
Logistics | |||||
Segment Reporting Information [Line Items] | |||||
Interest Expense | 83,435 | ||||
Depreciation, Depletion and Amortization | 250,240 | ||||
Segment loss | 577,496 | ||||
Segment assets | 3,101,843 | 3,101,843 | |||
Expenditure for segment assets | 2,629,416 | ||||
Rail Park | |||||
Segment Reporting Information [Line Items] | |||||
Segment loss | 22,274 | ||||
Segment assets | 6,528,984 | 6,528,984 | |||
Other | |||||
Segment Reporting Information [Line Items] | |||||
Interest Expense | 235,807 | ||||
Depreciation, Depletion and Amortization | 2,253 | ||||
Segment loss | 7,113,359 | ||||
Segment assets | 862,011 | 862,011 | |||
Operating Segments [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 1,690,328 | ||||
Interest Expense | 322,544 | ||||
Depreciation, Depletion and Amortization | 467,593 | ||||
Segment loss | 8,917,469 | ||||
Segment assets | $ 13,988,299 | 13,988,299 | |||
Expenditure for segment assets | 0 | ||||
Operating Segments [Member] | Aggregates | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 842,221 | ||||
Operating Segments [Member] | Logistics | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 1,133,046 | ||||
Operating Segments [Member] | Other | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | (284,939) | ||||
Intersegment Eliminations [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 0 | ||||
Intersegment Eliminations [Member] | Aggregates | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | (284,939) | ||||
Intersegment Eliminations [Member] | Logistics | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | $ 284,939 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) | Jan. 01, 2020 | Dec. 03, 2019 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 | Mar. 31, 2019 |
Subsequent Event [Line Items] | ||||||
Preferred Stock, Shares Issued | 27.52 | 27.52 | ||||
Proceeds from Issuance of Preferred Stock | $ 2,032,595 | $ 757,266 | ||||
Common Class B [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Conversion of Stock, Shares Issued | 166,667 | 150,000 | ||||
Common Class B [Member] | RMR Aggregates Shares [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Conversion of Stock, Shares Issued | 166,667 | |||||
Common Stock [Member] | RMR Aggregates Shares [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Conversion of Stock, Shares Converted | 5,263 | |||||
Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Preferred Stock, Shares Issued | 25.25 | |||||
Proceeds from Issuance of Preferred Stock | $ 2,525,000 | |||||
Subsequent Event [Member] | Common Class B [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 60,000 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 12.50 |