UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended March 31, 2023
Or
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ______ to _______
Commission file number: 0-55402
Rocky Mountain Industrials, Inc. (formerly RMR Industrials, Inc.)
(Exact name of registrant as specified in its charter)
Nevada | 46-0750094 |
(State or other jurisdiction of | (I.R.S. Employer |
|
|
6200 South Syracuse Way, Suite 450 | 80111 |
(Address of principal executive office) | (Zip Code) |
(720) 614-5213
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
| | | | |
Title of each class |
| Trading Symbol(s) |
| Name of each exchange on which registered |
None | | N/A | | N/A |
Securities registered pursuant to Section 12(g) of the Act:
Class B Common Stock, par value $0.001 per share
(Title of each class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ◻ No ⌧
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ◻ No ⌧
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ◻ No ⌧
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ◻ No ⌧
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ◻ | Accelerated filer | ◻ |
Non-accelerated filer | ⌧ | Smaller reporting company | ⌧ |
Emerging growth company | ⌧ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ◻ No ⌧
The aggregate market value of the voting common stock held by non-affiliates of the registrant, based upon the closing sale price of the Common Stock on June 9, 2023 was N/A.
As of June 9, 2023, the Company had 35,785,858 Shares of Class A Common Stock and 4,973,832 Shares of Class B Common Stock, and 118.47 preferred shares outstanding.
Table of Contents
|
| |
| |
| | | | |
| | 1 | ||
| | 5 | ||
| | 10 | ||
| | 10 | ||
| | 14 | ||
| | 15 | ||
| | | | |
| | | | |
| | | | |
| | 17 | ||
| | 17 | ||
| Management’s Discussion and Analysis of Financial Condition and Results of Operations | | 17 | |
| | 22 | ||
| | 22 | ||
| Changes in and Disagreements With Accountants on Accounting and Financial Disclosure | | 22 | |
| | 22 | ||
| | 24 | ||
| | | | |
| | | | |
| | | | |
| | 25 | ||
| | 28 | ||
| Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters | | 29 | |
| Certain Relationships and Related Transactions, and Director Independence | | 32 | |
| | 33 | ||
| | | | |
| | | | |
| | | | |
| | 34 | ||
| | | | |
| | | 36 |
i
ROCKY MOUNTAIN INDUSTRIALS, INC.
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
The statements contained in this Annual Report on Form 10-K that are not historical facts are “forward-looking statements.” Forward-looking statements may include our statements regarding our goals, beliefs, strategies, objectives, plan, including product and service developments, future financial conditions, results or projections or current expectations. Such forward-looking statements may be identified by, among other things, the use of forward-looking terminology such as “believes,” “estimates,” “intends,” “plan,” “expects,” “may,” “will,” “should,” “predicts,” “anticipates,” “continues,” or “potential,” or the negative thereof or other variations thereon or comparable terminology, and similar expressions are intended to identify forward-looking statements. We remind readers that forward-looking statements are merely predictions and therefore inherently subject to uncertainties and other factors and involve known and unknown risks that could cause the actual results, performance, levels of activity, or our achievements, or industry results, to be materially different from any future results, performance, levels of activity, achievements, or industry results, expressed or implied by such forward-looking statements. Such uncertainties and risks include those discussed in the “Risk Factors” and similar sections of this Report and on our other filings with the Securities and Exchange Commission, all of which are incorporated by reference herein. Forward-looking statements appear in Item 2 – “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as elsewhere in this Report.
Our management has included projections and estimates in this Report, which are based primarily on management’s experience in the industry, assessments of our results of operations, discussions and negotiations with third parties and a review of information filed by our competitors with the SEC or otherwise publicly available. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events except as otherwise required by law.
Unless otherwise specified or required by context, as used in this Report, the terms “we,” “our,” “us” and the “Company” refers collectively to Rocky Mountain Industrials, Inc. (“RMI”), formerly known as RMR Industrials, Inc., and its wholly/majority-owned subsidiaries, RMR Aggregates, Inc., RMR Logistics, Inc., and Rail Land Company, LLC. Unless otherwise indicated, the term “common stock” refers to shares of our Class A Common Stock and Class B Common Stock.
Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States generally accepted accounting principles (U.S. GAAP).
ii
CAUTIONARY NOTE REGARDING EXPLORATION STAGE STATUS
AND USE OF CERTAIN MINING TERMS
We are considered an “exploration stage” company under the U.S. Securities and Exchange Commission (“SEC”) Regulation S-K 1300, Disclosure by Registrants Engaged or to be Engaged in Mining Operations (“S-K 1300”), because we do not have mineral reserves as defined under S-K 1300. Mineral reserves are defined in S-K 1300 as that part of a measured mineral resource which can be economically and legally extracted or produced at the time of the mineral reserve determination. The establishment of a mineral resource under S-K 1300 is, among other things, a concentration or occurrence of material of economic interest in or on the Earth's crust in such form, grade or quality, and quantity that there are reasonable prospects for economic extraction. A mineral resource is a reasonable estimate of mineralization, taking into account relevant factors such as cut-off grade, likely mining dimensions, location or continuity, that, with the assumed and justifiable technical and economic conditions, is likely to, in whole or in part, become economically extractable. It is not merely an inventory of all mineralization drilled or sampled. Since we have no mineral reserves as defined in S-K 1300, we have not exited the exploration stage and continue to report our financial information as an exploration stage entity as required under relevant accounting principles. We will remain an exploration stage company under S-K 1300 until such time as we demonstrate mineral reserves in accordance with the criteria in S-K 1300.
Since we have no mineral reserves, we will expense all mine construction costs, even though these expenditures are expected to have a future economic benefit in excess of one year. We will also expense our reclamation and remediation costs at the time the obligation is incurred. Companies that have mineral reserves and have exited the exploration stage typically capitalize these costs, and subsequently amortize them on a units-of-production basis as mineral reserves are mined, with the resulting depletion charge allocated to inventory, and then to cost of sales as the inventory is sold. As a result of these and other differences, our financial statements will not be comparable to the financial statements of mining companies that have established mineral reserves and have exited the exploration stage.
We use certain terms in this report such as “production,” “mining or processing activities,” and “mine construction.” Production means the estimated quantities (tonnage) delivered or shipped to our customers, which may result in disclosure of related limestone and dolomite sales. Mining or processing activities means the process of extracting limestone and dolomite from the earth and treating that material. Mine construction means work carried out to access areas in the mine containing limestone and dolomite, which principally includes road construction, ramp construction and ancillary activities. We use these terms in this report since we believe they are necessary and helpful for the reader to understand our business and operations. However, we caution you that we do not have mineral reserves and therefore have not exited the exploration stage as defined in S-K 1300, and our use of the terminology described above is not intended to indicate that we have established reserves or have exited the exploration stage for purposes of S-K 1300. Furthermore, since we do not have mineral reserves, we cannot provide any indication or assurance as to how long we will likely continue mining activities at our mine site or whether such activities will be profitable.
iii
PART I
Item 1. Business
Overview
RMI’s predecessor entity was incorporated in August 2012 as a Nevada corporation. We are an exploration stage company dedicated to operating industrial assets in the United States (U.S.) including minerals, materials and services. Our strategy is to become a key provider of industrial materials and services in the Rocky Mountain region. We utilize differentiated operational capabilities, which we believe will allow us to outperform conventional operators through diverse markets.
We have a strategy to own, operate, develop, acquire and vertically integrate complementary industrial businesses. The experienced management team of RMI has a multi-cycle track record of operating industrial resource businesses.
We operate the Mid-Continent Quarry in Garfield County, Colorado, producing chemical-grade calcium carbonate that currently services local and regional customers in a variety of end markets, including but not limited to mining, manufacturing, construction, and agriculture. The Mid-Continent Quarry, which is located outside the city of Glenwood Springs, consists of 44 unpatented mining claims owned by the Bureau of Land Management and controlled by RMI. The operation currently serves Arch Resources, local construction firms, and various city and county government construction projects. The quarry is currently undergoing an expansion and modernization effort. For the years ended March 31, 2023 and 2022, we produced and sold 21,578 and 26,356 tons of high-calcium limestone, respectively, from the Mid-Continent Quarry. Please reference “Cautionary Note Regarding Exploration Stage Status and Use of Certain Mining Terms” for disclosure concerning the current stage of our mineral explorations.
We are also actively developing Rocky Mountain Rail Park (the “Rail Park”), a dedicated rail-served industrial business park serving the greater Denver market. In February 2018, we acquired approximately 470 acres of land in Bennett, Colorado which serves as the foundation for the Rail Park. In July 2018, we exercised our option to acquire an additional approximately 150 acres for a total of approximately 620 acres. The Company’s development of the Rail Park is intended to expand the customer base for our products by utilizing rail freight capabilities to reach customers in the greater Denver area and by expanding our business to include rail transportation solutions and services. We intend to be the permanent owner and operator of the Rail Park and once operational, the facility will seek to establish a new industrial hub for rail transportation and related services serving Adams County, Colorado and the greater Denver metropolitan area. Purchaser interest has been strong after the unanimous approval by the Adams County Board of County Commissioners of the Final Development Plan and Final Plat in September 2020. Additionally, the Rail Park sold an 83 acre lot in January 2021, which has further positively impacted the interest in the property’s remaining southern lots.
Rail freight capabilities will allow the Mid-Continent Quarry’s products to access the Denver market, where demand for calcium carbonate is currently strong and supply is relatively limited. The market opportunity is primarily centered on front range infrastructure demands, but also includes fertilizer, animal feed, and multiple other industrial applications. According to the USGS Natural Aggregates Statistics and information, Colorado demand for the first three quarters in 2021 for construction aggregate was approximately 39.0 million metric tons, comprised of 26.2 million metric tons of sand and gravel and 12.9 million metric tons of crushed stone. The area experiences supply shortages in peak seasons, creating a natural market for our products. We believe we are well-positioned to benefit from this market environment.
In addition to developing and expanding our existing assets, we expect to supplement our growth with strategic acquisitions of related business and the integration of these businesses to achieve economies of scale and synergies. We target companies in various sectors directed towards industrial and/or infrastructure applications, including but not limited to construction materials, industrial minerals, industrial resources, logistics solutions, and transportation.
1
Competitive Strengths
Our management team has extensive experience in investing in and operating natural resource assets. We believe our potential competitive strengths to be the following:
Application of Management Expertise. Our team has expertise in engineering, operations, finance and general management within the industrials resource sector.
Management Operating and Investing Experience. Over the course of their careers, the members of our management team have developed a broad international network of contacts and corporate relationships which we believe will serve as a useful source of investment opportunities. The management team has applied its deep understanding of historical precedents in the natural resource markets to the development of our business and strategy. Some of our management team members have been working together for the last ten years, and over that time have assembled a team of industrial resources and investment professionals to pursue investments across the industry.
Revenues and Customers
For the year ended March 31, 2023, one major customer accounted for approximately 72% (customer A) of our consolidated revenue. As of March 31, 2023, three customers accounted for approximately 33% (customer A), 19% (customer B), 13% (customer C) of our accounts receivable.
Industry and Competition
Limestone
Limestone, or calcium carbonate, is used in a variety of applications including coal mining, coal fired power plants, construction aggregates, glass bottle and steel manufacturing, and agriculture. Regional competitors include Pete Lien & Sons, Inc., and United States Lime & Minerals, Inc.
Construction Aggregates
Aggregates are key material components used in the production of cement, ready-mixed concrete and asphalt paving mixes for the residential, nonresidential and public infrastructure markets and are also widely used for various applications and products, such as road and building foundations, railroad ballast, erosion control, filtration, roofing granules and in solutions for snow and ice control. Generally extracted from the earth using surface or underground mining methods, aggregates are produced from natural deposits of various materials such as limestone, sand and gravel, granite and trap rock.
Markets are typically local due to high transport costs and are generally fragmented, with numerous participants operating in localized markets. After the uncertainty in 2020 due to the pandemic, according to the U.S. Geological Survey, the U.S. market for aggregates production grew an estimated 4% year over year for crushed stone, sand and gravel in the third quarter of 2021. This outpaces historic norms. Aggregates consumption is more heavily weighted towards public infrastructure and maintenance repair. However, the mix of end uses can vary widely by geographic location, based on the nature of construction activity in each market. Typically, three to six competitors comprise the majority market share in each local market because of constraints around the availability of natural resources and transportation. Regional competitors for construction aggregates in Colorado include Martin Marietta Materials, Inc., Albert Frei & Sons, Inc., Aggregate Industries, Brannan Sand & Gravel Co., LLC, L.G. Everist, Inc., and BURNCO.
Environmental and Government Regulation
Our operations are and will be subject to extensive federal, state and local laws, regulations and ordinances in the United States and abroad relating to the protection of the environment and human health and to safety, including those pertaining to chemical manufacture and distribution, waste generation, storage and disposal, discharges to waterways, and air emissions and various other health and safety matters. Governmental authorities have the power to enforce compliance
2
with their regulations, and violators may be subject to civil, criminal and administrative penalties, injunctions or both. We will devote significant financial resources to ensure compliance. We believe that we are in substantial compliance with all applicable laws and regulations.
We anticipate that the regulation of our business operations under federal, state and local environmental laws in the United States and abroad will increase and become more stringent over time. We cannot estimate the impact of increased and more stringent regulation on our operations, future capital expenditure requirements or the cost of compliance.
United States Regulation. Statutory programs relating to protection of the environment and human health and to safety in the United States include, among others, the following.
CERCLA. The Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, also known as “CERCLA” and “Superfund”, and comparable state laws generally impose joint and several liability for costs of investigation and remediation and for natural resource damages, without regard to fault or the legality of the original conduct, on certain classes of persons with respect to the release into the environment of specified substances, including under CERCLA those designated as “hazardous substances.” These “potentially responsible parties” include the present and certain former owners or operators of the site where the release occurred and those that disposed or arranged for the disposal of the hazardous substance at the site. These liabilities can arise in association with the properties where operations were conducted, as well as disposal facilities where wastes were sent. Many states have adopted comparable or more stringent state statutes. In the course of our operations, we have generated materials that fall within CERCLA’s definition of hazardous substances. We may also be the owner or operator of sites on which hazardous substances have been released and may have generated hazardous substances that have been transported to or otherwise released upon offsite facilities. We may be responsible under CERCLA for all or part of the costs to clean up facilities at which such substances have been released by previous owners or operators and offsite facilities to which our wastes were transported and for associated damages to natural resources.
Resource Conservation and Recovery Act. The federal Resource Conservation and Recovery Act, as amended (“RCRA”) and comparable state laws regulate the treatment, storage, disposal, remediation and transportation of wastes, specifically under RCRA those designated as “hazardous wastes.” The EPA and various state agencies have limited the disposal options for these wastes and impose numerous regulations upon the treatment, storage, disposal, remediation and transportation of them. Our operations generate wastes that are subject to RCRA and comparable state statutes. Furthermore, wastes generated by our operations that are currently exempt from treatment as hazardous wastes may be designated in the future as hazardous wastes under RCRA or other applicable statutes and, therefore, may be subject to more rigorous and costly treatment, storage and disposal requirements. Governmental agencies (and in the case of civil suits, private parties in certain circumstances) can bring actions for failure to comply with RCRA requirements, seeking administrative, civil, or criminal penalties and injunctive relief, to compel us to abate a solid or hazardous waste situation that presents an imminent or substantial endangerment to health or the environment.
Clean Water Act. The federal Clean Water Act imposes restrictions and strict controls regarding the discharge of pollutants, including dredged and fill materials into waters of the United States. Under the Clean Water Act, and comparable state laws, the government (and in the case of civil suits, private parties in certain circumstances) can bring actions for failure to comply with Clean Water Act requirements and enforce compliance through civil, criminal and administrative penalties for unauthorized discharges of hazardous substances and of other pollutants. In the event of an unauthorized discharge of pollutants, we may be liable for penalties and subject to injunctive relief.
Clean Air Act. The federal Clean Air Act (CAA), as amended and comparable state and local laws restrict the emission of air pollutants from many sources and also impose various monitoring and reporting requirements. These laws may require us to obtain pre-approval for the construction or modification of certain projects or facilities expected to produce or significantly increase air emissions, obtain and strictly comply with air permit requirements or utilize specific equipment or technologies to control emissions. Governmental agencies (and in the case of civil suits, private parties in certain circumstances) can bring actions for failure to strictly comply with air pollution regulations or permits and generally enforce compliance through administrative, civil or criminal enforcement actions, resulting in fines, injunctive relief (which could include requiring us to forego construction, modification or operation of sources of air pollutants) and
3
imprisonment. While we may be required to incur certain capital expenditures for air pollution control equipment or other air emissions-related issues, we do not believe that such requirements will have a material adverse effect on our operations.
Greenhouse Gas Regulation. More stringent laws and regulations relating to climate change and greenhouse gases (GHGs) may be adopted in the future and could cause us to incur material expenses in complying with them. The EPA has published findings that emissions of carbon dioxide, methane and other GHGs present an endangerment to public health and the environment because such emissions are, according to the EPA, contributing to warming of the earth’s atmosphere and other climatic changes. These findings provide the basis for the EPA to adopt and implement regulations that would restrict emissions of GHGs under existing provisions of the CAA. In June 2010, the EPA began regulating GHG emissions from stationary sources.
In the past, Congress has considered proposed legislation to reduce emissions of GHGs. In addition, many states and regions have taken legal measures to reduce emissions of GHGs, primarily through the planned development of GHG emission inventories and/or regional GHG cap and trade programs.
In response to Colorado’s established statewide Climate Action Plan to Reduce Pollution, HB 19-1261, in September 2020, the state released a public comment draft of its Greenhouse Gas Pollution Reduction Roadmap, which detailed early action steps the state can take toward meeting the near-term goals of reducing GHG pollution by 26% by 2025 and 50% by 2030 from 2005 levels.
In April 2021, President Biden announced that the United States would aim to cut its greenhouse gas emissions 50 percent to 52 percent below 2005 levels by 2030. This commitment will be part of the United States’ “nationally determined contribution,” or NDC, to the Paris Climate Agreement. The NDC will commit the United States to a voluntary GHG emission reduction target and outline domestic climate mitigation measures to achieve that target.
Regulation of GHG emissions could impose significant requirements and costs on our operations. Health and Safety. Our operations are also governed by laws and regulations relating to workplace safety and worker health, principally regulations and requirements from the Occupational Safety and Health Administration (OSHA) and Mine Safety and Health Administration (“MSHA”). The OSHA hazard communication standard, the EPA’s community right-to-know regulations and similar state programs may require us to organize and/or disclose information about hazardous materials used or produced in our operations. Failure to comply with requirements from these laws and regulations can result in sanctions such as fines and penalties and claims for personal injury and property damage. These requirements may also result in increased operating and capital costs in the future. We believe that we are in substantial compliance with these requirements to extent applicable.
Licenses, Permits and Product Registrations. Certain licenses, permits and product registrations are required for our products and operations in the United States. The licenses, permits and product registrations are subject to revocation, modification and renewal by governmental authorities. In the United States in particular, producers and distributors of chemicals such as penta and creosote are subject to registration and notification requirements under federal law (including under the Federal Insecticide, Fungicide and Rodenticide Act (“FIFRA”) and the Toxic Substances Control Act, and comparable state law) in order to sell those products in the United States. Compliance with these laws has had, and in the future will continue to have, a material effect on our business, financial condition and results of operations. Under FIFRA, the law’s registration system requires an ongoing submission to the EPA of substantial scientific research and testing data regarding the chemistry and toxicology of pesticide products by manufacturers.
Available Information
We maintain a website at http://rockymountainindustrials.com/ that contains additional information about our Company.
Employees
We currently have 13 full-time employees.
4
Item 1A. Risk Factors
Risks Relating to Our Business
We have incurred losses in prior periods and may incur losses in the future.
We may not achieve or sustain profitability on a quarterly or annual basis in the future. Our operations are subject to the risks and competition inherent in the establishment of a business enterprise. There can be no assurance that future operations will be profitable. We may not achieve our business objectives and the failure to achieve such goals would have an adverse impact on us.
Our future is dependent upon our ability to obtain financing. If we do not obtain such financing, we may have to cease our activities and investors could lose their entire investment.
There is no assurance that we will operate profitably or generate positive cash flow in the future. We will require additional financing in order to proceed with our business plan and acquire existing businesses that manufacture and distribute chemicals and minerals. We will also require additional financing to sustain our business operations if we are not successful in earning revenues. We may not be able to obtain financing on commercially reasonable terms or terms that are acceptable to us when required. Our future is dependent upon our ability to obtain financing. If we do not obtain such financing, our business could fail and investors could lose their entire investment.
Our business may fail, and investors may lose all of their investment in our Company.
We are a company with a limited operating history and our future profitability is uncertain. We have yet to generate positive earnings and there can be no assurance that we will ever operate profitably. If our business plan is not successful and we are not able to operate profitably, then our stock may become worthless and investors may lose all of their investment in our Company.
We anticipate that we will incur increased operating expenses prior to realizing significant revenues. We therefore expect to incur significant losses into the foreseeable future. We recognize that, if we are unable to generate significant revenues from the sale of our products in the future, we will not be able to earn profits or continue operations. There is no history upon which to base any assumption as to the likelihood that we will prove successful, and we can provide no assurance that we will generate any revenues or ever achieve profitability. If we are unsuccessful in addressing these risks, our business will fail, and investors may lose all of their investment in our Company.
Our limited operating history makes evaluating our business and future prospects difficult and may increase the risk of your investment.
Our limited operating history may not provide a meaningful basis on which to evaluate our business. We will continue to encounter risks and difficulties frequently experienced by companies at a similar stage of development, including our potential failure to:
| ● | expand our product offerings and maintain the high quality of products offered; |
| ● | manage our expanding operations, including the integration of any future acquisitions; |
| ● | obtain sufficient working capital to support our expansion and to fill customers’ orders on time; |
| ● | maintain adequate control of our expenses; |
| ● | implement our product development, marketing, sales, and acquisition strategies and adapt and modify them as needed; and |
5
| ● | anticipate and adapt to changing conditions in the markets in which we operate as well as the impact of any changes in government regulation, mergers and acquisitions involving our competitors, technological developments, and other significant competitive and market dynamics. |
If we are not successful in addressing any or all of these risks, then our business may be materially and adversely affected.
If we are unable to identify, fund and execute new acquisitions, we will not be able to execute a key element of our business strategy.
Our strategy is to grow primarily by acquiring additional businesses and product lines. We cannot give any assurance that we will be able to identify, acquire or profitably manage additional businesses and product lines. Financing for acquisitions may not be available, or may be available only at a cost or on terms and conditions that are unacceptable to us. Further, acquisitions may involve a number of special risks or effects, including diversion of management’s attention, failure to retain key acquired personnel, unanticipated events or circumstances, legal liabilities, impairment of acquired intangible assets and other one-time or ongoing acquisition-related expenses. Some or all of these special risks or effects could have a material adverse effect on our financial and operating results. In addition, we cannot assure you that acquired businesses or product lines, if any, will achieve anticipated revenues and earnings, or that we will not assume unanticipated liabilities.
In addition, we may not be able to successfully or profitably integrate, operate, maintain and manage our newly acquired operations or their employees. We may not be able to maintain uniform standards, controls, procedures and policies, which may lead to operational inefficiencies.
We may be unable to sell rail park lots when appropriate or at all because real estate is not as liquid as certain other types of assets.
Real estate investments generally cannot be sold quickly, which could limit our ability to adjust our response to changes in economic conditions and affect the timing of sales or leases of rail park lots. This could adversely affect our financial condition and our ability to service debt.
Loss of key members of our management team could disrupt our business.
We depend on the continued employment and performance of our senior executives and other key members of our management team. If any of these individuals resigns or becomes unable to continue in his or her present role and is not adequately replaced, our business operations and our ability to implement our growth strategies could be materially disrupted.
The industries in which we compete are highly competitive, and we may not be able to compete effectively with our competitors that have greater financial resources, which could have a material adverse effect on our business, results of operations and financial condition.
The industries in which we operate are highly competitive. Among our competitors are some of the world’s largest chemical companies that have their own raw material resources. Changes in the competitive landscape could make it difficult for us to retain our competitive position. In addition, some of the companies with whom we compete may be able to produce products more economically than we can. Furthermore, most of our competitors have greater financial resources, which may enable them to invest significant capital into their businesses, including expenditures for research and development.
Increases in the price of our primary raw materials may decrease our profitability and adversely affect our liquidity, cash flow, financial condition and results of operations.
The prices we pay for raw materials in our businesses may increase significantly, and we may not always be able to pass those increases through to our customers fully and timely. In the future, we may be unable to pass on increases in our raw material costs, and raw material price increases may erode the profitability of our products by reducing our gross profit. Price increases for raw materials may also increase our working capital needs, which could adversely affect our liquidity
6
and cash flow. For these reasons, we cannot assure you that raw material cost increases in our businesses would not have a material adverse effect on our financial condition and results of operations.
The Company will operate in competitive environment which gives rise to operating and market risk exposure.
The Company expects to sell a broad range of products and services in a competitive environment, and to compete for sales on the basis of product quality, price, technology and customer service. Increased levels of competition could result in lower prices or lower sales volume, which could have a negative impact on the Company’s results of operations.
Economic conditions around the world, and in certain industries in which the Company does business, also impact sales prices and volume. As a result, market uncertainty or an economic downturn in the geographic areas or industries in which we sell our products could reduce demand for these products and result in decreased sales volume, which could have a negative impact on our results of operations.
In addition, volatility and disruption of financial markets could limit customers’ ability to obtain adequate financing to maintain operations, which could result in a decrease in sales volume and have a negative impact on our results of operations. The Company’s business operations may also give rise to market risk exposure related to changes in interest rates, commodity prices and other market factors such as equity prices.
Disruptions in production at our processing facilities, both planned and unplanned, may have a material impact on our business, results of operations and/or financial condition.
Manufacturing and mining facilities in our industry are subject to planned and unplanned production shutdowns and outages. Unplanned production disruptions may occur for external reasons including natural disasters, weather, disease, strikes, transportation interruption, government regulation, political unrest or terrorism, or internal reasons, such as fire, unplanned maintenance or other problems. Alternative facilities with sufficient capacity may not be available, may cost substantially more or may take a significant time to increase production or qualify with our customers, each of which could negatively impact our business, results of operations and/or financial condition. Long-term production disruptions may cause our customers to seek alternative supply which could further adversely affect our profitability.
We will expend large amounts of money for environmental compliance in connection with our operations.
We are subject to stringent regulations under numerous U.S. federal, state, local and foreign environmental, health and safety laws and regulations relating to, among other things, the generation, storage, handling, discharge, disposition and stewardship of hazardous wastes and other materials. We will expend substantial funds to comply with such laws and regulations and have established a policy intended to minimize our emissions to the environment. Nevertheless, legislative, regulatory and economic uncertainties (including existing and potential laws and regulations pertaining to climate change) make it difficult for us to project future spending for these purposes and if there are changes to applicable regulatory requirements, we may be required to expend substantial additional funds to remain in compliance.
We are subject to environmental clean-up costs, fines, penalties and damage claims that have been and continue to be costly.
We are subject to the risk of lawsuits and regulatory actions in connection with current and former operations (including divested businesses) for breaches of environmental laws or regulations or in connection with clean-up obligations. Lawsuits and investigations may be initiated by public or private parties under various environmental laws, including with respect to off-site disposal at facilities where we have been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, commonly referred to as CERCLA, or similar laws.
7
Increased concerns regarding the safe use of chemicals in commerce and their potential impact on the environment have resulted in more restrictive regulations from local, state and federal governments and could lead to new regulations.
Concerns regarding the safe use of chemicals in commerce and their potential impact on health and the environment reflect a growing trend in societal demands for increasing levels of product safety and environmental protection. These concerns could manifest themselves in stockholder proposals, preferred purchasing and continued pressure for more stringent regulatory intervention. These concerns could also influence public perceptions, the viability of the Company’s products, the Company’s reputation and the cost to comply with regulations. In addition, terrorist attacks and natural disasters have increased concerns about the security and safety of chemical production and distribution. These concerns could have a negative impact on the Company’s results of operations.
Local, state and federal governments continue to propose new regulations related to the security of chemical plant locations and the transportation of hazardous chemicals, which could result in higher operating costs.
We work with dangerous materials that can injure our employees, damage our facilities and disrupt our operations.
Some of our operations involve the handling of hazardous materials that may pose a risk of fire, explosion, or the release of hazardous substances. Such events could result from terrorist attacks, natural disasters, or operational failures, and might cause injury or loss of life to our employees and others, environmental contamination, and property damage. These events could lead to a temporary shutdown of an affected plant, or portion thereof, and we could be subject to penalties or claims as a result. A disruption of our operations caused by these or other events could have a material adverse effect on our results of operations.
Our ability to operate and/or expand our mining operations may be affected by our ability to secure proper permits.
Environmental and zoning regulations have made it increasingly difficult for the aggregates industry to expand existing quarries and to develop new quarry operations. Our mining operations could be materially impacted from being unable to maintain existing permits to operate the quarry or being unable to secure new permits to support the expansion of the quarry.
We may be subject to claims of infringement of the intellectual property rights of others, which could hurt our business.
From time to time, we expect to face infringement claims from our competitors or others alleging that our processes or products infringe on their proprietary technologies. Any claims that our products or processes infringe the intellectual property rights of others, regardless of the merit or resolution of the claims, could cause us to incur significant costs in responding to, defending and resolving the claims, and may divert the efforts and attention of our management and technical personnel from our business. If we are found to be infringing on the proprietary technology of others, we may be liable for damages, and we may be required to change our processes, redesign our products, pay others to use the technology or stop using the technology or producing the infringing product. Even if we ultimately prevail, the existence of the lawsuit could prompt our customers to switch to products that are not the subject of infringement suits.
Risks Related to Our Common Stock and Our Status as a Public Company
We will be required to incur significant costs and require significant management resources to evaluate our internal control over financial reporting as required under Section 404 of the Sarbanes-Oxley Act, and any failure to comply or any adverse result from such evaluation may have an adverse effect on our stock price.
As a reporting company under the Securities Exchange Act of 1934, as amended, we are required to evaluate our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”). Section 404 requires us to include an internal control report with the Annual Report on Form 10-K. This report must include management’s assessment of the effectiveness of our internal control over financial reporting as of the end of the fiscal year. This report
8
must also include disclosure of any material weaknesses in internal control over financial reporting that we have identified. Failure to comply, or any adverse results from such evaluation could result in a loss of investor confidence in our financial reports and have an adverse effect on the trading price of our equity securities.
Achieving continued compliance with Section 404 may require us to incur significant costs and expend significant time and management resources. We cannot assure you that we will be able to fully comply with Section 404. As a result, investors could lose confidence in our reported financial information, which could have an adverse effect on the trading price of our securities, as well as subject us to civil or criminal investigations and penalties.
Our founders and directors have voting control over the Company.
Our founders, who are also directors of the Company, have significant ownership of the Company, including a majority of our voting stock. This gives them the ability to control most, if not all, Company decisions.
Our founders as a group own, directly or indirectly, approximately 57% of the Company Class A Common Stock (the Company’s voting capital stock), effectively giving them voting control over most, if not all, decisions submitted to a shareholder vote, including the election of our directors and mergers and other major transactions. Such concentration of ownership and control could have the effect of delaying, deferring or preventing a change in control of the Company even when such a change of control would be in the best interests of the Company’s other shareholders. Accordingly, other investors will have little voice in our management decisions and will exercise very little control over us. In addition, the applicable sections of the Nevada Revised Statutes provide that certain actions must be approved by a specified percentage of shareholders. In the event that the requisite approval of shareholders is obtained, dissenting shareholders would be bound by such vote. Accordingly, no persons should purchase any shares unless they are willing to entrust all aspects of control to our management.
Indemnification rights held by our directors, officers and employees may result in substantial expenditures by our Company and may discourage lawsuits against our directors, officers, and employees.
The indemnification obligations provided in our articles of incorporation and our bylaws to our directors and officers could result in the Company incurring substantial expenditures to cover the cost of settlement or damage awards against directors and officers, which we may be unable to recoup. These provisions and resulting costs may also discourage us from bringing a lawsuit against directors and officers for breaches of their fiduciary duties, and may similarly discourage the filing of derivative litigation by our shareholders against our directors and officers even though such actions, if successful, might otherwise benefit us and our shareholders. We may also provide indemnification rights to our employees with similar results.
Trading in our stock is subject to regulatory restrictions that limit a shareholder’s ability to buy and sell our stock.
There is currently no active trading market for our stock, and applicable SEC and other rules may prevent such a market from developing. For example:
| ● | Our stock is categorized as a “penny stock” under applicable SEC rules. SEC rules impose certain sales practice requirements on broker-dealers who sell penny stocks that do not apply to other securities, including a requirement that a broker-dealer deliver a standardized risk disclosure document prior to completing a transaction in a penny stock. Similarly, FINRA places certain restrictions on transactions involving low-priced securities, including our common stock. Our common stock is not listed on any national securities exchange, and it does not currently qualify for listing on any major exchange, including the New York Stock Exchange or Nasdaq. |
These factors limit liquidity in the market for our common stock and may therefore make it more difficult for our shareholders to sell their stock. The lack of trading in our stock may in turn make it more difficult for us to raise capital through issuances of stock, as potential investors may be reluctant to invest given the difficulties they may face if they later choose to sell the stock they purchase.
9
To date, we have not paid any cash dividends and no cash dividends will be paid in the foreseeable future.
We do not anticipate paying cash dividends on our common stock in the foreseeable future and we may not have sufficient funds legally available to pay dividends. Even if the funds are legally available for distribution, we may nevertheless decide not to pay any dividends. We presently intend to retain all earnings for our operations.
If we issue additional shares in the future, it will result in the dilution of our existing shareholders.
Our articles of incorporation authorize the issuance of up 2,150,000,000 shares, of which 2,000,000,000 are shares of Class A Common Stock, par value $0.001 per share, 100,000,000 are shares of Class B Common Stock, par value $0.001 per share, and 50,000,000 are shares of Preferred Stock, par value $0.001 per share. Our Board of Directors may choose to issue some or all of such shares to acquire one or more companies or properties and to fund our overhead and general operating requirements. The issuance of any such shares may reduce the book value per share and may contribute to a reduction in the market price of the outstanding shares of our common stock. If we issue any such additional shares, such issuance will reduce the proportionate ownership and voting power of all current shareholders. Further, such issuance may result in a change of control of our Company.
We are an “emerging growth company” under the JOBS Act of 2012, and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.
We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”), and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.
In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We are choosing to take advantage of the extended transition period for complying with new or revised accounting standards. As a result, our financial statements may not be comparable to those of companies that comply with public company effective dates.
We will remain an “emerging growth company” for up to five years, although we will lose that status sooner if our revenues exceed $1 billion, if we issue more than $1 billion in non-convertible debt in a three year period, or if the market value of our common stock that is held by non-affiliates exceeds $700 million as of any May 30.
Item 1B. Unresolved Staff Comments
Not applicable
Item 2. Properties – Description of Property by Issuers Engaged or to be Engaged in Significant Mining Operations
Our principal executive offices are located in Greenwood Village, Colorado where we lease approximately 5,316 square feet under an arrangement that is set to expire in November 2027. The Company feels that this space is sufficient until the Company significantly expands operations. The Company through its subsidiary Rail Land Company, LLC, owns an approximate 537-acre parcel of real property located in Bennett, Colorado. The Company’s development of the Rail Park is intended to expand the customer base for our products by utilizing rail freight capabilities to reach customers in the greater Denver area and by expanding our business to include rail transportation solutions and services.
10
Please reference “Cautionary Note Regarding Exploration Stage Status and Use of Certain Mining Terms” in Item 1 related to stage of our mineral explorations, all of which are without mineral reserves, as defined by Regulation S-K 1300.
Background
RMI, through its subsidiary, RMR Aggregates, Inc., owns 44 mining claims on Bureau of Land Management (BLM) property in Garfield County, Colorado. The mining claims encompass 880 acres (20 acres each) and are for chemical grade limestone found within the Leadville Limestone formation. RMI purchased the mining claims and the associated mining facilities and equipment from CalX Minerals in October of 2016.
The mineral rights are controlled through unpatented mining claims, the extents of which are shown on Figure 1. RMI has the legal right to enter through the provisions of the 1872 Mining Law. The claims grant RMI the right to remove the minerals within each claim under a Plan of Operations which must be approved by the BLM. RMI does not have any surface rights or surface ownership with the claims. However, RMI may conduct surface activities and install structures on the surface so long as the approved Plan of Operations allows. There is no set duration or term to the mining claims. RMI retains the rights to the mining claims through the payment of claim renewal fees, to the BLM, in September of each year. Each of the 44 claims requires an annual renewal fee payment of $165 per claim. RMI is responsible for paying these claim renewal fees each year. All claims are listed below in Table 1.
11
There are no active plans for future exploration.
| | | | | | | | | | | | | |
Claim Name |
| Claim No. (CMC-) | | Loc. Date | | Township | | Range | | Sec. | | Description | |
Cascade No. 1 | | | 251537 | | 5/10/2001 | | 5 South | | 88 West | | 31 | | E/2NE/4SW/4 |
Cascade No. 2 | | | 251538 | | 5/10/2001 | | 5 South | | 88 West | | 31 | | W/2NE/4SW/4 |
Cascade No. 3 | | | 251539 | | 5/10/2001 | | 5 South | | 88 West | | 31 | | W/2SE/4SW/4 |
Cascade No. 4 | | | 251540 | | 5/10/2001 | | 5 South | | 88 West | | 31 | | E/2SE/4SW/4 |
Chemin No. 1 | | | 251541 | | 5/10/2001 | | 5 South | | 89 West | | 36 | | E/2NE/4SE/4 |
Chemin No. 2 | | | 251542 | | 5/10/2001 | | 5 South | | 89 West | | 36 | | W/2NE/4SE/4 |
Chemin No. 3 | | | 251543 | | 5/10/2001 | | 5 South | | 89 West | | 36 | | E/2NW/4SE/4 |
Chemin No. 4 | | | 251544 | | 5/10/2001 | | 5 South | | 89 West | | 36 | | W/2NW/4SE/4 |
Chemin No. 5 | | | 251545 | | 5/10/2001 | | 5 South | | 89 West | | 36 | | W/2SE/4SE/4 |
Chemin No. 6 | | | 251546 | | 5/10/2001 | | 5 South | | 89 West | | 36 | | E/2SW/4SE/4 |
Chemin No. 7 | | | 251547 | | 5/10/2001 | | 5 South | | 89 West | | 36 | | W/2SW/4SE/4 |
Storm Queen No. 1 | | | 276917 | | 12/15/2008 | | 5 South | | 89 West | | 36 | | W/2NW/4NE/4 |
Storm Queen No. 2 | | | 276918 | | 12/15/2008 | | 5 South | | 89 West | | 36 | | E/2NW/4NE/4 |
Storm Queen No. 3 | | | 276919 | | 12/15/2008 | | 5 South | | 89 West | | 36 | | W/2NE/4NE/4 |
Storm Queen No. 4 | | | 276920 | | 12/15/2008 | | 5 South | | 89 West | | 36 | | E/2NE/4NE/4 |
Storm Queen No. 5 | | | 276921 | | 12/15/2008 | | 5 South | | 88 West | | 31 | | W/2NW/4NW/4 |
Storm Queen No. 6 | | | 276922 | | 12/15/2008 | | 5 South | | 88 West | | 31 | | E/2NW/4NW/4 |
Storm Queen No. 7 | | | 276923 | | 12/15/2008 | | 5 South | | 88 West | | 31 | | W/2NE/4NW/4 |
Storm Queen No. 8 | | | 276924 | | 12/15/2008 | | 5 South | | 89 West | | 36 | | E/2SE/4NW/4 |
Storm Queen No. 9 | | | 276925 | | 12/15/2008 | | 5 South | | 89 West | | 36 | | W/2SW/4NE/4 |
Storm Queen No. 10 | | | 276926 | | 12/15/2008 | | 5 South | | 89 West | | 36 | | E/2SW/4NE/4 |
Storm Queen No. 11 | | | 276927 | | 12/15/2008 | | 5 South | | 89 West | | 36 | | W/2SE/4NE/4 |
Storm Queen No. 12 | | | 276928 | | 12/15/2008 | | 5 South | | 89 West | | 36 | | E/2SE/4NE/4 |
Storm Queen No. 13 | | | 276929 | | 12/15/2008 | | 5 South | | 88 West | | 31 | | W/2SW/4NW/4 |
Storm Queen No. 14 | | | 276930 | | 12/15/2008 | | 5 South | | 88 West | | 31 | | E/2SW/4NW/4 |
Storm Queen No. 15 | | | 276931 | | 12/15/2008 | | 5 South | | 88 West | | 31 | | W/2SE/4NW/4 |
Storm Queen No. 16 | | | 276932 | | 12/15/2008 | | 5 South | | 89 West | | 36 | | W/2NE/4SW/4 |
Storm Queen No. 17 | | | 276933 | | 12/15/2008 | | 5 South | | 89 West | | 36 | | E/2NE/4SW/4 |
Storm Queen No. 18 | | | 276934 | | 12/15/2008 | | 5 South | | 88 West | | 31 | | W/2NW/4SW/4 |
Storm Queen No. 19 | | | 276935 | | 12/15/2008 | | 5 South | | 88 West | | 31 | | E/2NW/4SW/4 |
Storm Queen No. 20 | | | 276936 | | 12/15/2008 | | 5 South | | 89 West | | 36 | | W/2SE/4SW/4 |
Storm Queen No. 21 | | | 276937 | | 12/15/2008 | | 5 South | | 89 West | | 36 | | E/2SE/4SW/4 |
Storm Queen No. 22 | | | 276938 | | 12/15/2008 | | 5 South | | 89 West | | 36 | | E/2ES/4SE/4 |
Storm Queen No. 23 | | | 276939 | | 12/15/2008 | | 5 South | | 88 West | | 31 | | W/2SW/4SW/4 |
Storm Queen No. 24 | | | 276940 | | 12/15/2008 | | 5 South | | 88 West | | 31 | | E/2SW/4SW/4 |
Storm Queen No. 25 | | | 276941 | | 12/15/2008 | | 5 South | | 89 West | | 4 | | W/2NW/4NE/4 |
Storm Queen No. 26 | | | 276942 | | 12/15/2008 | | 5 South | | 89 West | | 4 | | E/2NW/4NE/4 |
Storm Queen No. 27 | | | 276943 | | 12/15/2008 | | 5 South | | 89 West | | 4 | | W/2NE/4NE/4 |
Storm Queen No. 28 | | | 276944 | | 12/15/2008 | | 5 South | | 89 West | | 4 | | E/2NE/4NE/4 |
Storm Queen No. 29 | | | 276945 | | 12/15/2008 | | 5 South | | 89 West | | 3 | | W/2NW/4NW/4 |
Storm Queen No. 30 | | | 276946 | | 12/15/2008 | | 5 South | | 89 West | | 3 | | E/2NW/4NW/4 |
Oasis No. 1 | | | 290391 | | 4/5/2018 | | 5 South | | 89 West | | 24 | | S/2NE/4NW/4 |
Oasis No. 2 | | | 290392 | | 4/5/2018 | | 5 South | | 89 West | | 24 | | W/2NW/4NW/4 |
Oasis No. 3 | | | 290393 | | 4/5/2018 | | 5 South | | 89 West | | 24 | | E/2NW/4NW/4 |
12
Table 1 – RMI mining claims
RMI operates the Mid-Continent Quarry on 6 of the 44 BLM mining claims it owns. RMI is permitted by the BLM and Colorado Division of Reclamation Mining and Safety (the “DRMS”) to operate and extract limestone from the six claims in which the Mid-Continent Quarry is located. The six claims cover a total of 120 acres. RMI operates the quarry within a 38-acre boundary stipulated by its CO DRMS permit.
Additionally, RMI has additional exploration property consisting of the remaining 38 mining claims (760 acres) not currently included with the Mid-Continent Quarry. This property surrounds the Mid-Continent Quarry property with the majority of the acreage existing to the north and east of the Mid-Continent Limestone Quarry property (see Figure 1).
The boundaries of the Mid-Continent Quarry and the exploration property follow the boundaries of the mining claims on which they are located.
Figure 1 - Mid-Continent Quarry area map with mining claims
Location and Access
The Mid-Continent Quarry is located about 1 mile north of the city of Glenwood Springs in Garfield County, Colorado. Access to the quarry is provided by a BLM dirt road called Transfer Trail.
13
The terrain of the location is dominated by a hillside with a slope that ranges between 2H:1V and 3H:1V. Vegetation is mostly composed of sparse grasses, shrubs, and evergreen trees.
Geology and Mineralization
The quarry area is located in the Leadville Limestone formation and is bound by an unnamed fault to the north and the West Glenwood Fault to the south. The limestone outcrops to the east and to the west creating a natural boundary for the edges of the deposit. The deposit is roughly tabular in nature, with a west-northwest to east-southeast strike and 10-30° dip to the south-southwest. The Leadville Limestone formation ranges from approximately 150-175 feet thick in the quarry area.
Facilities
RMI owns a limestone milling facility located within the 38-acre mining boundary. Additionally, RMI owns and operates various pieces of crushing, screening, and heavy mobile equipment used for extracting and sizing the limestone in the quarry.
Current Status
Shortly after RMI purchased the property, extensive site cleanup was performed. RMI performs daily activities related to the production of limestone. This work includes blasting rock, transporting rock with excavators and front-end loaders and crushing and screening rock into usable sized pieces. To perform these activities, RMI has incurred costs, and will continue to incur costs. These costs include payment for supplies, equipment, labor, and other associated expenses related to the extraction of limestone.
The power at the site is provided by Glenwood Springs Utilities. RMI does not have a direct water connect and utilizes water transported to the site and purchased from nearby locations for all water needs. In January 2023, a rockslip occurred without human injury at the Mid-Continent Quarry. No operating activity was occurring at the time of the incident. It occurred on an undisturbed portion of the mountainside. The appropriate governmental and safety agencies were contacted, Bureau of Land Management (“BLM”), Colorado Division of Reclamation, Mining and Safety (“DRMS”) and Mine Safety and Health Administration (“MSHA”) and each has been on site inspecting the rockslip. RMR Aggregates is preparing an operation restart plan that will be reviewed and approved by each of the respective agencies prior to operations occurring in the impacted area.
Exploration of Property
RMI has not performed any exploration drilling of its own on the property outside of the quarry. RMI has performed surface sampling of the limestone on sections of this property. Testing results from the surface sampling have shown the limestone in this property to be nearly identical in nature to the chemical grade limestone found in the quarry.
Historical exploration drilling, occurring between 1958-1976, took place over large sections of the property outside of the quarry. Testing results from this drilling show the existence of chemical grade limestone like the limestone found in the quarry. There are no active plans for future exploration.
The costs associated with our properties can be found in Note 4 to our consolidated financial statements.
Item 3. Legal Proceedings
Rocky Mountain Industrials, Inc. through its wholly-owned subsidiary RMR Aggregates, Inc. operates a limestone quarry on federally owned land located in unincorporated Garfield County, Colorado. The quarry has been in continuous operation for nearly 40 years under federal, state, and county permits. In 2019 and 2020, Garfield County issued two notices alleging several permit violations, which the Company challenged in court. In January 2021, the Garfield County District Court issued an order striking down two of the alleged violations but allowed others to stand, including an alleged violation of a seasonal restriction on quarry operations during winter to protect wildlife, which mirrored a permit
14
restriction from the United States of Bureau of Land Management (“BLM”). The BLM has routinely granted exemptions from the seasonal restriction when no wildlife would be impacted, but Garfield County sought to enforce the restriction while the BLM did not. The Company filed an appeal with the Colorado Court of Appeals to clarify the County’s authority. In February 2023, the Colorado Court of Appeals upheld the lower court’s rulings therefore affirming Garfield County’s authority. In addition to obtaining exemptions from the BLM, the Company will request appropriate exemptions and permit modifications from Garfield County, as necessary.
Item 4. Mine Safety Disclosures
The operation of the Mid-Continent Quarry is subject to regulation by MSHA under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”). MSHA inspects the quarry on a regular basis and issues various citations and orders when it believes a violation has occurred under the Mine Act. Whenever MSHA issues a citation or order, it also generally proposes a civil penalty, or fine, related to the alleged violation. Citations or orders can be contested and appealed, and as part of that process, are often reduced in severity and amount, and are sometimes dismissed.
Under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act), the Company is required to present information regarding certain mining safety and health citations which MSHA has issued with respect to its aggregates mining operations in its periodic reports filed with the SEC. In evaluating this information, consideration should be given to factors such as: (i) the number of citations and orders will vary depending on the size of the quarry or mine and type of operations (underground or surface), (ii) the number of citations issued will vary from inspector to inspector and location to location, and (iii) citations and orders can be contested and appealed, and in that process, may be reduced in severity and amount, and are sometimes dismissed.
The Company presents the following items regarding certain mining safety and health matters for the fiscal year ended March 31, 2023:
15
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | Received | | Received | | | | | | | |
| | | | | | | | | | | | | | | | | | Notice of | | Notice of | | Citation | | | | | |
| | | | | | | | | | | | | | | | Total | | Pattern | | Potential | | Contests | | | | | |
| | | | | | | | Section | | | | | | Total | | Number | | of | | to have | | Pending | | Citation | | Citation | |
| | | | | | | | 104(d) | | | | | | Dollar | | of | | Violation | | Pattern | | as of | | Contests | | Contests | |
| | | | Section | | Section | | Citations | | Section | | Section | | Value of | | Mining | | Under | | under | | Last | | Instituted | | Resolved | |
| | | | 104 S&S | | 104(b) | | and | | 110(b)(2) | | 107(a) | | MSHA | | Related | | Section | | Section | | Day of | | During | | During | |
| | MSHA | | Citations | | Orders | | Orders | | Violations | | Orders | | Assessment/ | | Fatalities | | 104(e) | | 104(e) | | Period | | Period | | Period | |
Location |
| ID | | (#) | | (#) | | (#) | | (#) | | (#) | | $ Proposed | | (#) | | (yes/no) | | (yes/no) | | (#) | | (#) | | (#) | |
Mid-Continent Quarry | | | 504954 | | — | | — | | — | | — | | — | | — | | — | | no | | no | | — | | | | |
16
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
Our Class B Common Stock is currently quoted on the Over the Counter Market under the symbol “RMRI”. No shares of Class B Common Stock have traded on the Over the Counter Market to date.
Dividends
We plan to retain any earnings for the foreseeable future for our operations. We have never paid any dividends on our common stock and do not anticipate paying any cash dividends in the foreseeable future. Any future determination to pay cash dividends on common stock will be at the discretion of our board of directors and will depend on our financial condition, operating results, capital requirements and such other factors as our board of directors deems relevant. The Company has outstanding Series A-1 and A-2 Preferred Stock that accrue dividends.
Recent Issuance of Unregistered Securities
We issued the following unregistered securities during the year ended March 31, 2023:
| ● | We issued 80,000 shares of Class B Common Stock for compensation |
| ● | We issued 27,000 shares of Class B Common Stock for Board compensation |
We relied on an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) pursuant to Section 4(a)(2) of the Securities Act with respect to the foregoing issuances.
Item 6. [Reserved]
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Forward-Looking Statements
All statements in this report other than statements of historical fact are “forward-looking statements”. Such forward-looking statements include, but are not limited to, those relating to the following: our ability to secure necessary financing; fluctuations in interest rates; our ability to continue to grow and implement growth strategies, and future cash needs and operations and our business plans.
When used in this document, the words “anticipate,” “estimate,” “expect,” “may,” “plans,” “project,” and similar expressions are intended to be among the statements that identify forward-looking statements. Our results may differ significantly from the results discussed in the forward-looking statements. Such statements involve risks and uncertainties, including, but not limited to, those relating to costs, delays and difficulties related to our ability to attract and retain skilled managers and other personnel; the intense competition within our industry; the uncertainty of our ability to manage and continue our growth and implement our business strategy; our vulnerability to general economic conditions; accuracy of accounting and other estimates; our future financial and operating results, cash needs and demand for services; and our ability to maintain and comply with permits and licenses; as well as other risk factors described in this Report. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes may vary materially from those projected.
17
Overview
We were incorporated in the State of Nevada in August 2012 under the name “Online Yearbook” with the principal business objective of developing and marketing online yearbooks for schools, companies and government agencies.
In November 2014, Rocky Mountain Resource Holdings, Inc. (“RMRH”) became our majority shareholder by acquiring 5,200,000 shares of our common stock (the “Shares”), or 69.06% of the then issued and outstanding shares, pursuant to stock purchase agreements with Messrs. El Maraana and Salah Blal, our former officers and directors. The Shares were acquired for an aggregate purchase price of $357,670.
In December 2014, we changed our name to “RMR Industrials, Inc.” and on January 1, 2020, the Company changed its name from RMR Industrials, Inc. to “Rocky Mountain Industrials, Inc”.
In July 2016, we formed RMR Aggregates, Inc., a Colorado corporation (“RMR Aggregates”), as our wholly-owned subsidiary. RMR Aggregates was formed to hold assets whose primary focus is the mining and processing of industrial minerals for the manufacturing, construction and agriculture sectors. These minerals include limestone, aggregates, marble, silica, barite and sand.
In October 2016, pursuant to an Asset Purchase Agreement with CalX Minerals, LLC, a Colorado limited liability company (“CalX”), RMR Aggregates completed the purchase of substantially all of the assets associated with the Mid-Continent Quarry on 41 BLM unpatented placer mining claims in Garfield County, Colorado. CalX assets include the mining claims, improvements, access rights, water rights, equipment, inventory, contracts, permits, certain intellectual property rights, and other tangible and intangible assets associated with the limestone mining operation.
In January 2018, the Company formed Rail Land Company, LLC (“Rail Land Company”) as a wholly-owned subsidiary to acquire and develop a rail terminal and services facility (the “Rail Park”). Rail Land Company purchased an approximately 470-acre parcel of real property located in Bennett, Colorado in February, 2018. In July 2018 we exercised our option to acquire an additional approximately 150 acres for a total of approximately 620 acres. The Company’s development of the Rail Park is intended to expand the customer base for our products by utilizing rail freight capabilities to reach customers in the greater Denver area and by expanding our business to include rail transportation solutions and services.
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.Critical Accounting Policies and 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.
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
18
assessing performance. As of March 31, 2023, the Company views its operations and manages its business as two operating segments, Aggregates 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 March 31, 2023, the Company had cash of approximately $3,528,858 and no cash equivalents. The Company may occasionally maintain cash balances in excess of amounts insured by the Federal Deposit Insurance Corporation. The amounts are held with major financial institutions and are monitored by management to mitigate credit risk.
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 March 31, 2023, 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 March 31, 2023, the Company’s undiscounted reclamation obligations totaled approximately $366,000, which 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 operating expenses. The fair value is based on our estimate 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 that 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 effect to earnings from cost revisions is included in cost of revenue.
19
Net Loss per Common Share
Basic net loss per common share is calculated by dividing the net loss attributable to common stockholders, after deducting preferred dividends, by the weighted average number of common shares outstanding during the period, without consideration of 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. In periods in which the Company reports a net loss attributable to common stockholders, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders since dilutive common shares are not assumed to have been issued, as their effect is anti-dilutive.
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.
Recent Accounting Pronouncements
Refer to Note 2 – Summary of Significant Accounting Policies of the Notes to Consolidated Financial Statements (Part II, Item 8 of this Form 10-K) for further discussion.
20
Results of Operations for the Fiscal Year Ended March 31, 2023 compared to the Fiscal Year Ended March 31, 2022
| | | | | | |
|
| Years ended March 31, | ||||
| | 2023 |
| 2022 | ||
Revenue | | $ | 827,515 | | $ | 2,777,950 |
Cost of goods sold | | | 1,168,917 | | | 2,371,109 |
Gross profit | |
| (341,402) | |
| 406,841 |
Selling, general and administrative | |
| 6,939,385 | |
| 11,650,453 |
Loss from operations | |
| (7,280,787) | |
| (11,243,612) |
Gain on sale of assets | |
| (5,909) | |
| 4,798,291 |
Debt Forgiveness | | | — | | | 438,500 |
Interest expense, net | |
| (1,060,654) | |
| (644,636) |
Loss before income tax provision | |
| (8,347,350) | |
| (6,651,457) |
Income tax expense | |
| 2,400 | |
| — |
Net loss from continuing operations | |
| (8,349,750) | |
| (6,651,457) |
Net Income from discontinued operations | |
| — | |
| 400,000 |
Net Loss | | $ | (8,349,750) | | $ | (6,251,457) |
Revenues
Revenues for the year ended March 31, 2023 were $827,515, compared to revenues of $2,777,950 for the year ended March 31, 2022. The decrease in revenues from the prior year is primary the result of the ending of a supply contract for construction aggregates in January 2022 and the rock slip that occurred in January of 2023.
Cost of Goods Sold
Cost of goods sold for the year ended March 31, 2023, was $1,168,917, compared to $2,371,109 for the year ended March 31, 2022. The decrease in cost of goods sold was primarily the result of the end of the supply contract noted above and decreased revenues because of the rock slip.
Selling, general and administrative
Selling, general and administrative expenses for the year ended March 31, 2023, were $6,939,385, compared to selling, general and administrative expenses for the year ended March 31, 2022 of $11,650,453. Selling, general and administrative expenses consisted of corporate overhead costs related to payroll and associated benefits, consulting services from related parties, public company costs and depreciation and amortization. The decrease is primarily related to the Company managing selling, general and administrative costs as we continue to operate in a development stage.
Interest expense, net
Interest expense, net increased as a result of an increase in the average outstanding debt balance during the year.
Liquidity and Capital Resources
As of March 31, 2023, we had current assets of $7,583,617, total current liabilities of $11,464,399 and working capital deficiency of $3,880,782. We have incurred an accumulated loss of $72,702,666 since inception.
In past years, the Company funded operations by using cash proceeds received through the issuance of common and preferred stock and proceeds from debt financing. However, several significant transactions have occurred that have positively impacted the net financial position of the Company and strengthened its financial position and its ability to meet
21
future obligation over the next 12 months without a need to raise additional funds as it has traditionally been required to do. These include:
| 1. | Rail Park FDP and Final Plat were unanimously approved by the Adams County Board of County Commissioners on September 1, 2020, paving the way for lot sales and construction. |
| 2. | On January 14, 2021, the Company sold an 83-acre lot to a Fortune 500 company for a gross sales price of $9.1M. This purchase was the first of twelve available lots in the Rail Park. Lot sales will be a primary source of cash inflows for the Company with significant interest from many potential light and heavy industrial tenants. |
| 3. | The RMRP Metro District bond offering closed on April 15, 2021, raising total proceeds of approximately $65.2M. These bond proceeds will fund the public infrastructure costs of the Rail Park. Total Rail Park project costs have been budgeted at between $60M and $75M of which approximately 75% is considered public infrastructure and therefore not an obligation of the Company. The Company is responsible for the remaining approximately 25%. |
| 4. | Construction on the south parcels of the Rail Park (approximately 150 acres) began in April 2021. The Company has in place a construction loan facility of $12M to fund its portion of construction costs (i.e., those not funded with Metro District bond proceeds). |
| 6. | In September 2021, the Company sold its water rights underlying the Rail Park, to the Metro District for approximately $5.9M. |
| 7. | In May 2022, the Company closed on a construction loan facility of $21M and a working capital facility of $2M to provide for its developer portion of the infrastructure costs of the Rail Park. |
Off-Balance Sheet Arrangements
None.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
Not applicable.
Item 8. Financial Statements and Supplementary Data
See Index to Consolidated Financial Statements on page 37.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Not applicable.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this report, we conducted an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act). Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective due to the material weakness described below.
22
Management’s Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting. The Company maintains internal controls over financial reporting that are designed to ensure that information required to be disclosed in the Company’s SEC reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
In designing and evaluating the internal controls over financial reporting, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
Under the supervision and with the participation of management, including the Company’s principal executive officer and principal financial officer, the Company conducted an evaluation of the effectiveness of its internal control over financial reporting based on the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. This evaluation included an assessment of the design of the Company’s internal control over financial reporting and testing of the operational effectiveness of its internal control over financial reporting. Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of March 31, 2023, our internal controls over financial reporting were not effective at the reasonable assurance level due to the material weakness discussed below.
In light of the material weaknesses described below, we performed additional analysis and other post-closing procedures to ensure that our consolidated financial statements were prepared in accordance with generally accepted accounting principles. Accordingly, we believe that the consolidated financial statements included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.
This report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to rules of the SEC that permit us to provide only management’s report in this report.
Material Weakness and Related Remediation Initiatives
Our principal executive officer and principal financial officer concluded that as of March 31, 2023, due to the Company’s budget constraints, the Company’s accounting department does not maintain the number of accounting personnel (either in-house or external) necessary to ensure more complete and effective financial reporting controls.
It is reasonably possible that, if not remediated, this material weakness could result in a material misstatement in our reported financial statements in a future annual or interim period. We are developing an action plan for this material weakness, which involves hiring additional qualified accounting personnel. We are uncertain at this time of the costs required to remediate the material weakness.
Because the remedial actions will require the hiring of additional personnel, and extensive reliance on manual review and approval, the successful operation of the controls for at least several quarters may be required before management is able to conclude that the material weakness has been remediated. We intend to continue to evaluate and strengthen our internal control over financial reporting systems. These efforts require significant time and resources. If we are unable to establish effective internal control over our financial reporting, we may encounter difficulties in the audit or review of our financial statements by our independent registered public accounting firm, which in turn may have a material adverse effect on our ability to prepare financial statements in accordance with GAAP and to comply with our SEC reporting obligations.
23
Inherent Limitations on the Effectiveness of Controls
Management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control systems are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in a cost-effective control system, no evaluation of internal control over financial reporting can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been or will be detected.
These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of a simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.
Changes in Internal Control over Financial Reporting
The following change in our internal control over financial reporting will materially affect, or is reasonably likely to materially affect, our internal control over financial reporting. The Company employed a dedicated Chief Financial Officer in March 2021. Part of the role of the Chief Financial Officer is to address the Company’s compliance with new accounting pronouncements and to work to implement and establish applicable controls and processes within the organization. In addition, the Company has added qualified accounting personnel during the current fiscal year.
Item 9B. Other Information
None.
24
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Our directors and executive officers are as follows:
| | | | |
Name |
| Age |
| Position |
Chad Brownstein | | 50 | | Non-Executive Chairman |
Gregory Dangler | | 41 | | Non-Executive Vice Chairman |
Adrian Fairbourn | | 53 | | Director |
Barry Munitz | | 81 | | Director |
Brandon Pilot | | 32 | | Director |
Brian Fallin | | 49 | | Chief Executive Officer |
Brian Aratani | | 62 | | Chief Financial Officer |
Chad Brownstein is our Chairman of the Board of Directors. He is responsible for board oversight of the RMI corporate strategy . Mr. Brownstein has been Director of the Company since 2014. Since 2008, Mr. Brownstein has been a partner at Rocky Mountain Resource, a natural resource operating and investment company, and/or its predecessors or affiliates. Mr. Brownstein attended Columbia Business School and received his B.A. from Tulane University. We believe Mr. Brownstein’s extensive experience with investments and acquisitions will bring value to the Company as we seek to enhance our business.
Gregory Dangler Mr. Dangler has served as a Director of the Company since 2014. Mr. Dangler was responsible for the day-to-day operations and corporate financial strategy of the Company. Since 2008, Mr. Dangler has been a partner at Rocky Mountain Resource Holdings and/or its predecessors or affiliates. Previously, from 2012-2014, Mr. Dangler held multiple positions, including Chief Restructuring Officer at Prospect Global Resources, a natural resource development company. Prior to that, in 2009, Mr. Dangler founded a venture-backed technology company. As the chief executive of that company, he raised institutional capital and expanded the company’s global presence with operating interests in Africa and South America. From 2006 to 2007, Mr. Dangler was an associate with ITU Ventures, a venture capital firm, making venture and growth investments. While with ITU, Mr. Dangler executed private and public equity transactions, directed M&A activity, and provided strategic support to portfolio companies. In 2000, Mr. Dangler began his career in the U.S. Air Force and by 2004 was managing complex infrastructure projects. Mr. Dangler received a B.S. in Mechanical Engineering from the United States Air Force Academy and an M.B.A. from the University of Southern California’s Marshall School of Business. We believe Mr. Dangler’s knowledge and experience in the industrial resources industry and with emerging growth companies will help to further the Company’s goals and business efforts.
Adrian Fairbourn has served as a director on our Board since January 2021 having already been a major early investor in the business. Adrian began his career as an investment analyst at Parson Penny and Co in Edinburgh in 1995 and Quilter Goodison in London before moving in 1998 to build and manage the highly successful alternative investments operation at Bank of Bermuda. For the 5 years up to 2007 he managed a multi-family office in London, responsible for hedge fund investments, and direct investments and also asset-raising for co-investment opportunities. He started Exception Capital in 2007 and has developed the business into a multi-family office managing European and American families. The focus is on finding exceptional investment opportunities for high net worth families. Since September 2012 he has been managing the multi award-winning Family Fund, which is anchored by a Milan based family. Exception Capital has previously won the ‘Excellence in Investment Management’ award at the Alternative Investment Awards and Adrian was named ‘Gamechanger of the Year (Investment Management)’ in the ACQ Global Awards 2015. He has successfully completed over $1billion of structuring, capital and fund- raising projects for several private companies and alternative funds. In addition, he sits on a number of public and private company boards in the U.S and U.K. and has lived and worked in Asia, Europe, the U.K. and is now based in Los Angeles. Adrian was educated in the U.K. and the US as an English Speaking Union Schoolboy Scholar. An undergraduate degree from Hull University was followed by an MSc from Heriot-Watt University in Edinburgh. He is a Member of the U.K. Securities Institute and accredited by the U.K.’s Financial Services Authority and FINRA in the U.S.
25
Barry Munitz was nominated and appointed as a director on our Board in March 2018. Dr. Munitz is Chancellor Emeritus of the California State University System, President of the Cotsen Foundations for the Art of Teaching and for Academic Research, Vice Chair of the Broad Family Education Foundation, and Senior Advisor to the Milken Institute. Previously, Dr. Munitz served as President and CEO of the J. Paul Getty Trust, overseeing the Trust’s two museums, its Foundation and its Research and Conservation Institutes, and managing its endowment portfolio. At California State University, he supervised the system’s expansion from 18 to 23 campuses. The system now has student enrollment in excess of one half million and more than 50,000 employees. As a corporate executive for a decade, he was President of Federated Development, and vice chairman of the publicly held Maxxam Corporation, a natural resources, finance, and real estate holding company. Dr. Munitz was the founding (and the only) chair of California’s P-16 Council, a group of education, business, and community leaders charged with developing strategies to improve education from preschool through post-graduate, while also chairing the California Education Roundtable. He was a Trustee of the Courtauld Institute in London, is a founding board member of Sherry Lansing’s EnCorps board, and was a 20-year director at Navient (formerly Sallie Mae), was a public director of the Sun America Corporation, Kaufman & Broad, and LeapFrog Incorporated, and chaired the board of trustees at Sierra Nevada College and the American Council of Education. Dr. Munitz is a member of the American Academy of Arts and Sciences, and held the White House seat on the Congressional Higher Education Cost Commission. He was Chancellor of the University of Houston and academic vice president of the University of Illinois system. He received a Ph.D. in comparative literature from Princeton University, a Baccalaureate degree at Brooklyn College, and holds honorary degrees from Whittier College, Claremont Graduate University, the California State University, the University of Southern California, Notre Dame, Pepperdine, and the University of Edinburgh. We believe that Dr. Munitz’s education and management experience make him a valuable member of the Company’s board of directors.
Brandon Pilot was nominated and appointed as a director on our Board in March 2018. Mr. Pilot is a Partner at Bienville Capital, a New York based investment firm. He serves on the investment team focused on the firm’s private capital opportunities and works closely with several of Bienville’s family office relationships. Prior to Bienville, Mr. Pilot worked on the investment team for a single family office. Prior to that, Mr. Pilot worked as an Analyst at Founders Investment Banking, a middle-market investment bank focused on the industrial services sector. Mr. Pilot earned a Master’s Degree in Business Administration with a concentration in Finance, and a Bachelor’s Degree in Business Management, from The University of Alabama. Mr. Pilot is on the Board of Outback America and is a Co-founder of the Believe UA Mentoring Program. We believe that Mr. Pilot’s education and investing experience make him a valuable member of the Company’s board of directors.
Brian Fallin Since January 2021, Mr. Fallin has served as Chief Executive Officer at RMI. He has 22 years of sales and operational experience within the construction materials industry. Mr. Fallin is responsible for overseeing the field sales effort, sales strategy and process, and overall revenue generation. Most recently, he spent 17 years with PrimeSource Building Products, a $1.4 billion-dollar private equity owned building materials distribution company. With PrimeSource, Mr. Fallin held several senior level roles such as Region Vice President and Vice President of Field Sales. Mr. Fallin began his career working for Georgia Pacific Corp. in Supply Chain and Sales and holds a Bachelor’s degree in Marketing from the University of Colorado in Boulder, Colorado.
Brian Aratani Mr. Aratani joined the Company in March of 2021 and serves as Chief Financial Officer. Prior to joining the Company Mr. Aratani was with Resources Global Professionals (RGP), a global consulting firm. While at RGP, Mr. Aratani provided financial reporting and accounting policy consultation services to public and private entities in a variety of industries, Mr. Aratani has over 25 years of financial and operational leadership experience with a wide range of companies including Fortune 50 multinationals. As CFO and a C-level executive, Mr. Aratani has managed and been responsible for financial activities of companies, including financial reporting, financial planning and analysis, treasury and cash management. Mr. Aratani began his career with Deloitte & Touche encompassing over 15 years including 3 years as an audit partner. He is a member of the American Institute of CPAs and Colorado Society of CPAs., and received a Bachelor’s degree in Accounting from Colorado State University and is a Certified Public Accountant.
Family Relationships
There are no family relationships among our directors or executive officers. Brownstein Hyatt Farber Schreck, LLP, whose Chairman of the Board, Norman Brownstein, is the father of our Chairman of the Board, provides services to the Company.
26
Legal fees paid by the Company to Brownstein Hyatt Farber Schreck, LLP in the year ended March 31, 2023, were $55,905.
Board Composition
Our By-Laws provide that the Board of Directors shall consist of not less than one (1) nor more than fifteen (15) directors. Each director of the Company serves until his successor is elected and qualified, subject to removal by the Company’s majority shareholders. Officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined by the Board of Directors, and each officer shall hold his office until his successor is elected and qualified, or until his earlier resignation or removal.
Audit Committee
Our Board of Directors has not established a separate audit committee within the meaning of Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Instead, the entire Board of Directors acts as the audit committee and will continue to do so until such time as a separate audit committee is established.
Code of Ethics
The Company has adopted a Code of Ethics applicable to all Company directors, officers and employees which is available upon written request to the Company at c/o Rocky Mountain Industrials, Inc., 6200 South Syracuse Way Suite 450, Greenwood Village, Colorado 80111.
Potential Conflicts of Interest
Since we do not have an audit or compensation committee comprised of independent directors, the functions that would have been performed by such committees are performed by our Board of Directors as a whole. Thus, there is a potential conflict of interest in that our directors and officers have the authority to determine issues concerning management compensation and audit issues that may affect management decisions.
Involvement in Certain Legal Proceedings
No director, executive officer, significant employee or control person of the Company has been involved in any legal proceeding listed in Item 401(f) of Regulation S-K in the past 10 years.
Nominations to the Board of Directors
Our directors play a critical role in guiding our strategic direction and oversee the management of the Company. Board candidates are considered based upon various criteria, such as their broad-based business and professional skills and experiences, a global business and social perspective, concern for the long-term interests of the shareholders, diversity, and personal integrity and judgment.
In addition, directors must have time available to devote to Board activities and to enhance their knowledge in the growing business. Accordingly, we seek to attract and retain highly qualified directors who have sufficient time to attend to their substantial duties and responsibilities to the Company.
In carrying out its responsibilities, the Board will consider candidates suggested by shareholders. If a shareholder wishes to formally place a candidate’s name in nomination, however, he or she must do so in accordance with the provisions of the Company’s Bylaws. Suggestions for candidates to be evaluated by the directors must be sent to the Board of Directors, c/o Rocky Mountain Industrials, Inc., 6200 South Syracuse Way Suite 450, Greenwood Village, Colorado 80111.
During the year ended March 31, 2023, we did not affect any material changes to the procedures by which our shareholders may recommend nominees to our Board of Directors.
27
Board Leadership Structure and Role on Risk Oversight
Chad Brownstein, Gregory Dangler, Adrian Fairbourn, Barry Munitz and Brandon Pilot comprise our Board of Directors, with Mr. Brownstein serving as our Chairman of the Board of Directors. We have determined this leadership structure is appropriate for us based on our existing operations. The Board of Directors will continue to evaluate our leadership structure and modify as appropriate based on our size, resources and operations.
Our Board of Directors has formed a Mergers and Acquisition Risk Committee and a Financial Risk Committee comprised of several board members and officers of RMI. These committees meet quarterly.
Item 11. Executive Compensation
The following table sets forth information concerning the annual and long-term compensation awarded to, earned by, or paid to the named executive officers and directors for all services rendered in all capacities to our Company for the fiscal years ended March 31, 2023 and 2022:
SUMMARY COMPENSATION TABLE
| | | | | | | | | | | | | | | | | | |
| |
| | | | | | | | | | | | Change in | | | | |
| | | | | | | | | | | | | | Pension Value | | | | |
| | | | | | | | | | | | | | and Non- | | | | |
| | | | | | | | | | | | | | Qualified | | | | |
| | | | | | | | | | | | Non-equity | | Deferred | | | | |
| | | | | | | | Stock | | Option | | Incentive Plan | | Compensation | | All Other | | |
| | | | Salary | | Bonus | | Awards | | Awards | | Compensation | | Earnings | | Compensation | | Total |
Name and Principal Position |
| Year |
| ($) |
| ($) |
| ($) |
| ($) |
| ($) |
| ($) |
| ($) |
| ($) |
Chad Brownstein |
| 2023 | | 75,000 | | | | | | | | | | | | 420,000 | | 495,000 |
(1)Non-Executive Board Chairman |
| 2022 | | 75,000 | | | | | | | | | | | | 420,000 | | 495,000 |
Gregory Dangler | | 2023 | | 75,000 | | | | | | | | | | | | 420,000 | | 495,000 |
(1)Non-Executive Vice Chairman |
| 2022 | | 75,000 | | | | | | | | | | | | 420,000 | | 495,000 |
Brian Fallin |
| 2023 | | 206,000 | | 60,000 | | | | | | | | | | | | 266,000 |
Chief Executive Officer | | 2022 | | 200,000 | | 90,000 | | | | | | | | | | | | 290,000 |
Brian Aratani |
| 2023 | | 206,000 | | 55,000 | | | | | | | | | | | | 261,000 |
Chief Financial Officer |
| 2022 | | 200,000 | | 45,000 | | | | | | | | | | | | 245,000 |
| (1) | For Mr. Dangler, compensation is related to his consultancy agreement and Mr. Brownstein, compensation as Non-Executive Board Chairman |
On October 15, 2014, RMR IP (now known as RMR Logistics, Inc. (RMRL)), the Company’s subsidiary, entered into consulting agreements with each of Gregory Dangler, who is our former President, and Chad Brownstein, who is our former Chief Executive Officer, pursuant to which each of Mr. Dangler and Brownstein would provide services related to their roles as former executive officers of the Company. The Company has accrued $1,877,500 for unpaid compensation expense in accordance with such consulting agreements through March 31, 2023. Under the terms of each consulting agreement, each consultant shall provide services 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.
On October 15, 2014, RMRL entered into consulting agreements with each of Principio Management LLC, which holds 9,499,657 shares of Class A Common Stock of the Company (26.55%), and 77727111, LLC, which holds 10,791,701 shares of Class A Common Stock of the Company (30.16%), relating to certain services provided by each of these entities. Mr. Dangler is the sole owner of Principio Management LLC and Mr. Brownstein is the sole owner of 77727111, LLC.
On January 31, 2020 the consulting agreement entered into on October 15, 2014 between Chad Brownstein and the Company was terminated. On January 31, 2020 the board resolved to pay Chad Brownstein monthly compensation of $35,000 a month for his services as Non-Executive Board Chairman.
On January 31, 2020, the Company entered into an employment agreement with Chad Brownstein for his Non-Executive services provided to the Company. The employment contract may be terminated at any time.
28
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
Director Compensation
The following table sets forth with the compensation paid to our non-management directors in the fiscal year ended March 31, 2023.
| | | | | | | | | | | | | | |
|
| |
| |
| |
| |
| Qualified |
| |
| |
| | Fees Earned | | | | | | Non-Equity | | Deferred | | | | |
| | or Paid in | | | | Option | | Incentive Plan | | Compensation | | All Other | | |
| | Cash | | Stock Awards | | Awards | | Compensation | | Earnings | | Compensation | | Total |
Name | | ($) | | ($)(1) | | ($) | | ($) | | ($) | | ($) | | ($) |
Adrian Fairbourn | | — | | 225,000 | | — | | — | | — | | — | | 225,000 |
Barry Munitz | | — | | 225,000 | | — | | — | | — | | — | | 225,000 |
Brandon Pilot (2) | | — | | — | | — | | — | | — | | — | | — |
| 1) | Represents the estimated grant date fair value of the 9,000 restricted shares granted to each of the directors named in the table during the year ended March 31, 2023. |
| 2) | The restricted shares are issued in the name of the investment firm Mr. Pilot represents. |
We have no pension, annuity, bonus, insurance, profit sharing, or similar benefit plans. No stock options or stock appreciation rights have been granted to any of our directors or executive officers; none of our directors or executive officers exercised any stock options or stock appreciation rights; and none of them hold unexercised stock options.
Outstanding Equity Awards
As of March 31, 2023, there were 353,185 shares of stock awards outstanding for our directors and officers.
Compensation of Directors
Other than as disclosed in the compensation table above, our directors do not receive compensation for their services as directors.
Potential Payments Upon Termination or Change-in-Control
None.
Employment Agreements
See Exhibit Number 10.6.
Compensation Committee Interlocks and Insider Participation
No interlocking relationship exists between our board of directors and the board of directors or compensation committee of any other company, nor has any interlocking relationship existed in the past.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters.
The following table sets forth certain information with respect to the beneficial ownership of our Class A Common Stock and Class B Common Stock as of March 31, 2023, for (i) each director and officer, (ii) all of our directors and officers as a group, and (iii) each person known to us to own beneficially five percent (5%) or more of the outstanding shares of our Class A Common Stock or Class B Common Stock. Unless otherwise specified below, the address of each of the persons listed in the table below is c/o Rocky Mountain Industrials, Inc., 6200 South Syracuse Way, Suite 450, Greenwood Village, Colorado 80111.
29
To our knowledge, except as indicated in the footnotes to this table or pursuant to applicable community property laws, the persons named in the table have sole voting and investment power with respect to the shares of common stock indicated.
| | | | | | |
|
| Class of |
| Shares | | Percentage |
Name and Address of | | Common | | Beneficially | | Beneficially |
Beneficial Owner (1) | | Stock (2) | | Owned | | Owned (3) |
Directors and Executive Officers | |
| |
| |
|
| | | | | | |
Chad Brownstein, Non-Executive Chairman, Director | | Class A | | 10,791,701 | (5) | 30.16% |
| | Class B | | 531,176 | (5) | 10.68% |
| | | | | | |
Gregory Dangler, Non-Executive Vice Chairman, Director | | Class A | | 9,499,657 | (4) | 26.55% |
| | Class B | | 338,823 | (4) | 6.81% |
| | | | | | |
Adrian Fairbourn, Director | | Class B | | 87,333 | | 1.76% |
| | | | | | |
Barry Munitz, Director | | Class B | | 331,853 | (7) | 6.67% |
| | | | | | |
Brandon Pilot, Director | | Class B | | — | | 0.00% |
| | | | | | |
Officers and Directors as a Group | | Class A | | 20,291,358 | | 56.70% |
| | Class B | | 1,697,870 | | 34.14% |
5% Shareholders | | | | | | |
Legado Del Rey, LLC | | Class A | | 15,494,500 | (6) | 43.30% |
| | | | | | |
Rebellion Asset Holdings, LLC | | Class A | | 9,499,657 | (4) | 26.55% |
| | Class B | | 338,823 | (4) | 6.81% |
| | | | | | |
77727111, LLC | | Class A | | 10,791,701 | (5) | 30.16% |
| | Class B | | 531,176 | (5) | 10.68% |
| | | | | | |
The Munitz Family Trust | | Class B | | 331,853 | (7) | 6.67% |
| | | | | | |
Mitchell C. Milias | | Class B | | 512,333 | | 10.30% |
| | | | | | |
Shares outstanding includes vested and unvested shares. | | | | | | |
| (1) | Beneficial ownership has been determined in accordance with Rule 13d-3 under the Exchange Act. Pursuant to the rules of the SEC, shares of common stock which an individual or group has a right to acquire within 60 days pursuant to the exercise of options or warrants are deemed to be outstanding for the purpose of computing the percentage ownership of such individual or group, but are not deemed to be beneficially owned and outstanding for the purpose of computing the percentage ownership of any other person shown in the table. |
| (2) | The Company has Class A Common Stock and Class B Common Stock. The holders of Class A Common Stock have the right to vote on all matters on which stockholders have the right to vote. The holders of Class B Common Stock have the right to vote solely on matters where the vote of such holders is explicitly required under Nevada law, such as an approval of a plan of merger, exchange or conversion, an increase or decrease in the number of authorized shares of a class or series of stock in certain circumstances, and other situations as required by Nevada law where the rights, preferences or limitations of such holders are adversely impacted. On matters which the applicable class of stockholders have the right to vote, each Class A Common Stock and Class B Common Stock shall be entitled to one vote per share. The class A shares convert to class B shares on a 20:1 basis upon the finalization of the Company up-listing on an applicable stock exchange. |
30
| (3) | Based on 35,785,858 shares of Class A Common Stock and 4,973,832 shares of Class B Common Stock outstanding as of March 31, 2023. |
| (4) | Mr. Gregory M. Dangler is the indirect owner of 9,499,657 shares of Class A Common Stock and 338,823 shares of Class B Common Stock, which are directly held by Rebellion Asset Holdings LLC . The business address of Rebellion is 6200 South Syracuse Way, Suite 450, Greenwood Village, CO 80111. The principal business of Rebellion is to provide management consulting services. Mr. Dangler is the managing member owner of Rebellion and has sole voting and dispositive power over the shares held by Rebellion. Rebellion and 77727111, LLC (see note (5) below) have agreed to vote together on all matters requiring the vote of shares of Class Common Stock pursuant to a voting agreement. Upon conversion of the Class A Common Stock held by Rebellion, it would be entitled to 474,983 shares of Class B Common Stock, on a post-reverse-split basis. The beneficial ownership of Mr. Dangler as shown in the “Directors and Officers” table above includes the shares owned by Rebellion as shown in the “5% Shareholders” table above. |
| (5) | Mr. Chad Brownstein is the indirect owner of 10,791,701 shares of Class A Common Stock and 531,176 shares of Class B Common Stock, which are directly held by 77727111, LLC. The business address of 77727111, LLC is 9301 Wilshire Blvd, Suite 312, Beverly Hills, CA 90210. The principal business of 77727111, LLC is to provide management consulting services. Mr. Brownstein is the managing member of 77727111, LLC and has sole voting and dispositive power over the shares held by 77727111, LLC.Rebellion and 77727111, LLC have agreed to vote together on all matters requiring the vote of shares of Class Common Stock pursuant to a voting agreement. Upon conversion of the Class A Common Stock held by 77727111, LLC, it would be entitled to 539,585 shares of Class B Common Stock, on a post-reverse-split basis. The beneficial ownership of Mr. Brownstein as shown in the “Directors and Officers” table above includes the shares owned by 77727111, LLC as shown in the “5% Shareholders” table above. |
| (6) | The business address of Legado Del Rey, LLC is 121 South Beverly Dr., Beverly Hills, CA 90212. The principal business of Legado Del Rey, LLC is to act as a family office. Edward Czuker is the manager of Legado Del Rey, LLC and has sole voting and dispositive power over the shares held by this entity. |
| (7) | Barry Munitz is the trustee of The Munitz Family Trust and has sole voting and dispositive power over the shares held by this entity. |
The Company is not aware of any arrangement, including any pledge by any person of the Company’s securities, the operation of which may at a subsequent date result in a change in control of the Company.
Securities Authorized for Issuance Under Equity Compensation Plans
On February 26, 2015, our Board of Directors and our stockholders approved and adopted the RMR Industrials Inc. 2015 Equity Incentive Plan (the “Plan”).
The Plan permits us to grant a variety of forms of awards, including stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units and other stock-based awards, to allow us to adapt our incentive compensation program to meet our needs. The number of shares of our common stock that may be issued under the Plan to employees, directors and/or consultants in such awards is 2,458,960 shares as of March 31, 2023. Our Board
31
of Directors currently serves as the administrator of the Plan. As of March 31, 2023, 1,650,174 shares have been issued under the plan.
| | | | | | | |
|
| |
| | |
| Number of Securities |
| | | | | | | Remaining Available for |
| | Number of Securities to be | | | | | Future Issuance under Equity |
| | Issued upon Exercise of | | Weighted-Average Exercise | | Compensation Plans | |
| | Outstanding Options, Warrants | | Price of Outstanding Options, | | (excluding securities reflected | |
| | and Rights | | Warrants and Rights | | in column (a)) | |
Plan Category | | (a) | | (b) | | (c) | |
Equity Compensation Plans Approved by Security Holders (Options) | | 200,000 | | $ | 6.34 | | — |
Equity Compensation Plans Approved by Security Holders (Restricted Stock) | | 1,450,174 | | | — | |
|
Equity Compensation Plans Not Approved by Security Holders | | — | | | — | | — |
Total | | 1,650,174 | | $ | 6.34 | | 915,786 |
Restricted Stock Awards
During the year ended March 31, 2023, the Company granted 112,000 shares of restricted stock under the 2015 Plan and 5,000 shares of restricted stock have been forfeited. The shares vest over a period between two and four- years from the grant date provided that the award recipient continues to be employed by us through each of those vesting dates.
Stock Options
The Company grants non-qualified 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 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. During the year ended March 31, 2023, the Company did not grant any stock options. As of March 31, 2023, 200,000 stock options remain outstanding and are fully vested.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Brownstein Hyatt Farber Schreck, LLP, whose Chairman of the Board, Norman Brownstein, is the father of our Chairman of the Board, provides services to the Company. Legal fees paid by the Company to Brownstein Hyatt Farber Schreck, LLP in the year ended March 31, 2023 and 2022 were $55,905 and $12,682, respectively.
Other than as set forth above, during the last two completed fiscal years, none of our current officers or directors have been involved in any material proceeding adverse to the Company or any transactions with the Company that are required to be disclosed pursuant to the rules and regulations of the SEC.
Review, Approval or Ratification of Transactions with Related Persons
Our Board reviews related party transactions on an ongoing basis to address conflicts of interest. Our Board reviews a transaction in light of the affiliation of the relevant director, officer or employee and such person’s immediate family. Transactions are presented to our Board for approval before they are entered into or, if this is not possible, for ratification after the transaction has occurred. Our Board approves or ratifies a transaction if it determines that the transaction is consistent with the best interests of the Company.
32
Director Independence
During the fiscal year ended March 31, 2023, we had three independent directors on our board, Messrs, Fairbourne, Munitz, and Pilot. We evaluate independence by the standards for director independence established by applicable laws, rules, and listing standards including, without limitation, the standards for independent directors established by The New York Stock Exchange, Inc. and the Securities and Exchange Commission.
Subject to some exceptions, these standards generally provide that a director will not be independent if (a) the director is, or in the past three years has been, an employee of ours; (b) a member of the director’s immediate family is, or in the past three years has been, an executive officer of ours; (c) the director or a member of the director’s immediate family has received more than $120,000 per year in direct compensation from us other than for service as a director (or for a family member, as a non-executive employee); (d) the director or a member of the director’s immediate family is, or in the past three years has been, employed in a professional capacity by our independent public accountants, or has worked for such firm in any capacity on our audit; (e) the director or a member of the director’s immediate family is, or in the past three years has been, employed as an executive officer of a company where one of our executive officers serves on the compensation committee; or (f) the director or a member of the director’s immediate family is an executive officer of a company that makes payments to, or receives payments from us, in an amount which, in any twelve-month period during the past three years, exceeds the greater of $1,000,000 or two percent of that other company’s consolidated gross revenues.
Item 14. Principal Accounting Fees and Services
The following table sets forth all fees we incurred in connection with professional services rendered by our independent registered public accounting firm, BF Borgers CPA PC during the fiscal years ended March 31:
| | | | | | |
Fee Type |
| 2023 |
| 2022 | ||
Audit Fees | | $ | 104,500 | | $ | 191,000 |
Tax Fees | |
| — | |
| — |
All Other Fees | |
| — | |
| — |
| | $ | 104,500 | | $ | 191,000 |
33
PART IV
Item 15. Exhibits Financial Statement Schedules
| (a) | Financial Statements and Financial Statement Schedule |
See Index to Consolidated Financial Statements
| (b) | Exhibits: |
Exhibit Number |
| Description |
|
| | | |
2.1 | | | |
| | | |
3.1 | | | |
| | | |
3.2 | | | |
| | | |
3.3 | | | |
| | | |
3.4 | | | |
| | | |
3.5 | | | |
| | | |
10.1 | | | |
| | | |
10.2 | | | |
| | | |
10.3 | | | |
| | | |
10.4 | | | |
| | | |
10.5 | | | |
| | | |
10.6 | | | |
| | | |
10.7 | | | |
| | | |
34
10.8 | | | |
| | | |
10.9 | | | |
| | | |
21.1 | | | |
| | | |
31.1 | | | |
| | | |
31.2 | | | |
| | | |
32.1 | | | |
| | | |
32.2 | | | |
| | | |
101.INS | | Inline XBRL Instance Document | |
| | | |
101.SCH | | Inline XBRL Taxonomy Extension Schema Document | |
| | | |
101.CAL | | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| | | |
101.DEF | | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| | | |
101.LAB | | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| | | |
101.PRE | | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| | | |
104 | | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) | |
35
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Rocky Mountain Industrials, Inc. | |
| | |
Dated: June 9, 2023 | By: | /s/ Brian Fallin |
| Brian Fallin | |
| Chief Executive Officer | |
| | |
| | |
| | |
Dated: June 9, 2023 | By: | /s/ Brian H. Aratani |
| Brian H. Aratani | |
| Chief Financial Officer | |
| (Principal Financial Officer) | |
Pursuant to the requirements of the Securities Exchange Act of 1934, this A report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Dated: June 9, 2023 | By: | /s/ Brian Fallin |
| | Brian Fallin, Chief Executive Officer |
| |
|
Dated: June 9, 2023 | By: | /s/ Chad Brownstein |
| | Chad Brownstein, Non-Executive Board Chairman |
| |
|
Dated: June 9, 2023 | By: | /s/ Gregory Dangler |
| | Gregory Dangler, Executive Vice-Chairman |
| |
|
Dated: June 9, 2023 | By: | /s/ Adrian Fairbourn |
| | Adrian Fairbourn, Director |
| | |
Dated: June 9, 2023 | By: | /s/ Barry Munitz |
| | Barry Munitz, Director |
| | |
Dated: June 9, 2023 | By: | /s/ Brandon Pilot |
| | Brandon Pilot, Director |
36
Item 8. Financial Statements and Supplementary Data
ROCKY MOUNTAIN INDUSTRIALS, INC.
INDEX TO FINANCIAL STATEMENTS
March 31, 2023
37
Report of Independent Registered Public Accounting Firm
To the shareholders and the board of directors of Rocky Mountain Industrials, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Rocky Mountain Industrials, Inc. as of March 31, 2023 and 2022, the related statements of operations, stockholders’ equity, and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2023 and 2022, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
| |
/S/ BF Borgers CPA PC | |
BF Borgers CPA PC | |
We have served as the Company's auditor since 2018 | |
Lakewood, CO | |
June 9, 2023 | |
38
ROCKY MOUNTAIN INDUSTRIALS, INC.
CONSOLIDATED BALANCE SHEETS
| | | | | | |
| | March 31, | ||||
| | 2023 |
| 2022 | ||
ASSETS | | |
|
| |
|
Current assets | | |
|
| |
|
Cash | | $ | 3,528,858 | | $ | 3,238,377 |
Accounts receivable | |
| 53,604 | |
| 127,458 |
Other receivables | | | 2,647,268 | | | 2,538,444 |
Inventory | |
| 102,243 | |
| 24,974 |
Prepaid expenses | |
| 1,251,644 | |
| 679,414 |
Total current assets | |
| 7,583,617 | |
| 6,608,667 |
| | | | | | |
Property, plant, and equipment, net | |
| 2,233,971 | |
| 2,444,821 |
Land under development | |
| 14,939,567 | |
| 6,973,634 |
Right of use asset | | | 417,734 | | | — |
Asset retirement obligation, net | |
| 66,264 | |
| 71,124 |
Other intangibles, net | |
| 41,000 | |
| 52,967 |
Restricted cash | | | 185,530 | | | 185,514 |
Deposits and other assets | |
| 35,090 | |
| 121,128 |
Total assets | | $ | 25,502,773 | | $ | 16,457,855 |
| | | | | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | |
|
| |
|
|
Current liabilities | |
|
| |
|
|
Accounts payable | | $ | 7,576,480 | | $ | 1,104,430 |
Accrued liabilities | |
| 147,621 | |
| 196,214 |
Accrued liabilities, related party | |
| 1,877,500 | |
| 1,367,500 |
Dividends payable | | | 1,742,869 | | | 1,200,709 |
Debt due within one year | | | 40,969 | | | 235,118 |
Lease liability, current | | | 78,960 | | | — |
Total current liabilities | |
| 11,464,399 | |
| 4,103,971 |
| | | | | | |
Debt due after one year | | | 13,512,824 | | | 5,167,825 |
Lease liability, long-term | | | 406,784 | | | — |
Accrued reclamation liability | |
| 144,707 | |
| 131,552 |
Total liabilities | |
| 25,528,714 | |
| 9,403,348 |
| | | | | | |
Commitments and Contingencies | | | | | | |
| | | | | | |
Stockholders’ Equity (Deficit) | |
|
| |
|
|
Preferred Stock Series A-1, $0.001 par value, 50,000,000 shares authorized: 48.27 shares issued and outstanding on March 31, 2023 and March 31, 2022 | |
| 4,827,000 | |
| 4,827,000 |
Preferred Stock Series A-2, $0.001 par value, 50,000,000 shares authorized: 19.45 issued and outstanding on March 31, 2023 and March 31, 2022 | | | 1,950,000 | | | 1,950,000 |
Preferred Stock Series A-3, $0.001 par value, 50,000,000 shares authorized: 50.75 issued and outstanding on March 31, 2023 and March 31, 2022 | | | 5,075,140 | | | 5,075,140 |
Class A Common Stock, $0.001 par value; 2,000,000,000 shares authorized; 35,785,858 shares issued and outstanding on March 31, 2023 and March 31, 2022 | |
| 35,786 | |
| 35,786 |
Class B Common Stock, $0.001 par value; 100,000,000 shares authorized; 4,973,832 and 4,866,832 shares issued and outstanding on March 31, 2023 and March 31, 2022, respectively | |
| 4,975 | |
| 4,868 |
Additional paid-in capital | |
| 60,783,824 | |
| 58,972,469 |
Accumulated deficit | |
| (72,702,666) | |
| (63,810,756) |
Total stockholders’ equity (deficit) | | | (25,941) | | | 7,054,507 |
Total liabilities and stockholders’ equity (deficit) | | $ | 25,502,773 | | $ | 16,457,855 |
The accompanying notes are an integral part of these consolidated financial statements.
39
ROCKY MOUNTAIN INDUSTRIALS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
| | | | | | |
| | | | | | |
| | Years ended March 31, | ||||
| | 2023 |
| 2022 | ||
| | | | | | |
Revenue | | $ | 827,515 | | $ | 2,777,950 |
Cost of goods sold | |
| 1,168,917 | |
| 2,371,109 |
Gross profit (loss) | |
| (341,402) | |
| 406,841 |
Selling, general and administrative (includes depreciation, depletion and amortization of $224,031 in 2023 and $292,634 in 2022) | |
| 6,939,385 | |
| 11,650,453 |
Loss from operations | |
| (7,280,787) | |
| (11,243,612) |
Gain (loss) on sale of assets | | | (5,909) | | | 4,798,291 |
Debt Forgiveness | | | — | | | 438,500 |
Interest income (expense), net | |
| (1,060,654) | |
| (644,636) |
Loss before income tax provision | |
| (8,347,350) | |
| (6,651,457) |
Income tax expense | |
| 2,400 | |
| — |
Net Loss from continuing operations | | | (8,349,750) | | | (6,651,457) |
| | | | | | |
Net Income from discontinued operations, net of tax | | | — | | | 400,000 |
| | | | | | |
Net Loss | | $ | (8,349,750) | | $ | (6,251,457) |
| | | | | | |
Earnings (loss) per shares - continuing operations - basic and diluted | | $ | (1.25) | | $ | (1.01) |
| | | | | | |
Earnings (loss) per shares - discontinued operations - basic and diluted | | $ | — | | $ | 0.06 |
| | | | | | |
Earnings (loss) per shares - basic and diluted | | $ | (1.33) | | $ | (0.98) |
| | | | | | |
Weighted average shares outstanding - basic and diluted | | | 6,676,334 | | | 6,595,712 |
The accompanying notes are an integral part of these consolidated financial statements.
40
ROCKY MOUNTAIN INDUSTRIALS, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Common Stock | | Preferred Stock | | | | | | | | | ||||||||||||||||||||||
| | Class A | | Class B | | Series A-1 | | Series A-2 | | Series A-3 | | Additional | | Accumulated | | | | |||||||||||||||||
|
| Shares |
| Amount |
| Shares |
| Amount |
| Shares |
| Amount |
| Shares |
| Amount |
| Shares |
| Amount |
| Paid-In Capital |
| Deficit |
| Total | ||||||||
Balance, March 31, 2021 | | 35,785,858 | | $ | 35,786 | | 4,687,332 | | $ | 4,688 | | 48.27 | | $ | 4,827,000 | | 19.45 | | $ | 1,950,000 | | 50.75 | | $ | 5,075,140 | | $ | 51,658,183 | | $ | (57,367,534) | | $ | 6,183,263 |
Issuance of restricted Class B Common Stock for compensation | | — | | | — | | 250,500 | | | 251 | | — | | | — | | — | | | — | | — | | | — | | | (251) | | | — | | | — |
Issuance of Class B Common Shares upon exercise of warrants | | — | | | — | | — | | | — | | — | | | — | | | | | — | | — | | | — | | | — | | | — | | | — |
Issuance of Class B common shares for services | | — | | | — | | 30,000 | | | 30 | | — | | | — | | — | | | — | | — | | | — | | | 749,970 | | | — | | | 750,000 |
Forfeiture of common stock | | — | | | — | | (125,000) | | | (125) | | — | | | — | | — | | | — | | — | | | — | | | 125 | | | — | | | — |
Issuance of restricted Class B Common Stock for Board compensation | | — | | | — | | 24,000 | | | 24 | | — | | | — | | — | | | — | | — | | | — | | | (24) | | | — | | | — |
Stock-based compensation | | — | | | — | | — | | | — | | — | | | — | | — | | | — | | — | | | — | | | 6,564,466 | | | — | | | 6,564,466 |
Quarterly dividends on Series A-1 and A-2 Preferred shares | | — | | | — | | — | | | — | | — | | | — | | — | | | — | | — | | | — | | | — | | | (191,765) | | | (191,765) |
Net loss | | — | | | — | | — | | | — | | — | | | — | | — | | | — | | — | | | — | | | — | | | (6,251,457) | | | (6,251,457) |
Balance, March 31, 2022 | | 35,785,858 | | | 35,786 | | 4,866,832 | | | 4,868 | | 48.27 | | | 4,827,000 | | 19.45 | | | 1,950,000 | | 50.75 | | | 5,075,140 | | | 58,972,469 | | | (63,810,756) | | | 7,054,507 |
Issuance of restricted Class B Common Stock for compensation | | — | | | — | | 85,000 | | | 85 | | — | | | — | | — | | | — | | — | | | — | | | (85) | | | — | | | — |
Forfeiture of common stock | | — | | | — | | (5,000) | | | (5) | | — | | | — | | — | | | — | | — | | | — | | | 5 | | | — | | | — |
Issuance of restricted Class B Common Stock for Board compensation | | — | | | — | | 27,000 | | | 27 | | — | | | — | | — | | | — | | — | | | — | | | (27) | | | — | | | — |
Stock-based compensation | | — | | | — | | — | | | — | | — | | | — | | — | | | — | | — | | | — | | | 1,811,462 | | | — | | | 1,811,462 |
Quarterly dividends on Series A-1 and A-2 Preferred shares | | — | | | — | | — | | | — | | — | | | — | | — | | | — | | — | | | — | | | — | | | (542,160) | | | (542,160) |
Net loss | | — | | | — | | — | | | — | | — | | | — | | | | | — | | — | | | — | | | — | | | (8,349,750) | | | (8,349,750) |
Balance, March 31, 2023 | | 35,785,858 | | $ | 35,786 | | 4,973,832 | | $ | 4,975 | | 48.27 | | $ | 4,827,000 | | 19.45 | | $ | 1,950,000 | | 50.75 | | $ | 5,075,140 | | $ | 60,783,824 | | $ | (72,702,666) | | $ | (25,941) |
The accompanying notes are an integral part of these consolidated financial statements.
41
ROCKY MOUNTAIN INDUSTRIALS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
| | | | | | |
| | | | | | |
| | Years ended March 31, | ||||
| | 2023 |
| 2022 | ||
Cash flow from operating activities: | | |
|
| |
|
Net loss | | $ | (8,349,750) | | $ | (6,251,457) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
| | |
| |
Operating and investing cash flows provided by discontinued operations | | | — | | | (418,853) |
Depreciation, depletion and amortization expense | |
| 224,031 | |
| 292,634 |
Stock-based compensation | |
| 1,811,462 | |
| 6,564,466 |
Gain/loss on sale of assets | | | 5,909 | | | (4,774,841) |
Amortization of debt discount and deferred financing cost | |
| 409,825 | |
| 90,443 |
Accretion expense | | | 13,155 | | | 11,959 |
Debt forgiveness | | | — | | | (438,500) |
Changes in operating assets and liabilities: | |
| | |
| |
Accounts receivable | |
| 73,854 | |
| (55,903) |
Other receivables | | | (108,824) | | | 865,566 |
Inventory | |
| (77,269) | |
| (24,974) |
Prepaid expenses | |
| (572,230) | |
| (91,074) |
Restricted cash | |
| (16) | |
| 185,325 |
Deposits and other assets | |
| 86,038 | |
| (195,464) |
Accounts payable | |
| 6,472,050 | |
| 494,214 |
Accrued liabilities | |
| (42,903) | |
| (442,060) |
Accrued liabilities, related parties | |
| 510,000 | |
| 56,250 |
Payments on lease liability | | | 68,010 | | | — |
Other | | | (2) | | | 1 |
Net cash provided by (used in) operating activities | |
| 523,340 | |
| (4,132,268) |
| | | | | | |
Cash Flows from Investing Activities: | | | | | | |
Investment in land under development | | | (26,528,311) | | | (5,981,968) |
Reimbursement of land under development cost from Metro District | | | 18,562,378 | | | 6,572,108 |
Proceeds from sale of water rights | | | — | | | 4,900,180 |
Purchase of property, plant and equipment | | | (2,262) | | | (57,451) |
Net cash provided by (used in) investing activities | |
| (7,968,195) | |
| 5,432,869 |
| | | | | | |
Cash Flows from Financing Activities: | | | | | | |
Proceeds from note payable | | | 13,586,664 | | | 3,709,496 |
Repayment of debt | | | (5,213,357) | | | (3,200,697) |
Deferred financing cost | |
| (637,971) | |
| (192,845) |
Net cash provided by financing activities | |
| 7,735,336 | |
| 315,954 |
| | | | | | |
Net increase in cash | | | 290,481 | | | 1,616,555 |
Cash at beginning of period | | | 3,238,377 | | | 1,621,822 |
Cash at end of period | | $ | 3,528,858 | | $ | 3,238,377 |
| | | | | | |
Restricted cash at beginning of period | | $ | 185,514 | | $ | 185,325 |
Other | | | 16 | | | 189 |
Restricted cash at end of period | | $ | 185,530 | | $ | 185,514 |
| | | | | | |
Supplemental cash flow information: | | | | | | |
Cash paid for interest | | $ | 730,266 | | $ | 544,054 |
Cash paid for income taxes | | $ | — | | $ | — |
Right of use asset / Lease liability | | $ | 481,435 | | $ | — |
The accompanying notes are an integral part of these consolidated financial statements.
42
ROCKY MOUNTAIN INDUSTRIALS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE FISCAL YEARS ENDED MARCH 31, 2022 and 2021
1. ORGANIZATION
On January 1, 2020, the Company changed its name from RMR Industrials, Inc. to Rocky Mountain Industrials, Inc.
Rocky Mountain Industrials, Inc. (the “Company”, “RMI”, “we”, “our”, “us”) seeks to acquire and consolidate complementary industrial assets. RMI’s consolidation strategy is to assemble a portfolio of mature and value-add industrial commodities businesses to generate scalable enterprises with a broad portfolio of products and services addressing a common and stable customer base.
Through our wholly owned subsidiary, RMR Aggregates, Inc. (“RMR Aggregates”), we operate the Mid-Continent Quarry in Garfield County, Colorado, producing chemical-grade calcium carbonate that currently services local and regional customers in a variety of end markets, including but not limited to mining, manufacturing, construction, and agriculture.
Through our wholly owned subsidiary, Rail Land Company, LLC (“Rail Land Company”), we are also actively developing Rocky Mountain Rail Park (the “Rail Park”), a dedicated rail-served industrial business park serving the greater Denver market. The Company’s development of the Rail Park is intended to expand the customer base for our products by utilizing rail freight capabilities to reach customers in the greater Denver area and by expanding our business to include rail transportation solutions and services.
On April 26, 2019, RMR Logistics, Inc. (“RMR Logistics”), a wholly owned subsidiary, 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. In April 2020, the Company began the shutdown of substantially all the operations of RMR Logistics with the closure of its Wellington, Colorado location and the disposal of its operational assets through auction.
2. 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 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.
Basis of Presentation and Consolidation
The accompanying consolidated financial statements for the fiscal year ended March 31, 2023 and 2022 have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for annual financial information in accordance with Securities and Exchange Commission (SEC) regulations. The 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
43
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
Performance obligations are contractual promises to transfer or provide a distinct good or service for a stated price. The Company’s product sales agreements are single-performance obligations that are satisfied at a point in time.The Company recognizes revenue from product sales when it satisfies its performance obligation of transferring the control of products to the customer.
Revenue includes product sales of limestone, aggregate materials and other transportation charges to customers, net of discounts, allowances or taxes, as applicable. The Company has elected to account for transportation charges as fulfillment activities and not as promised goods or services, therefore these activities are not separate performance obligations.
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 March 31, 2023, the Company views its operations and manages its business as two operating segments, Aggregates and Rail Park development.
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 March 31, 2023, the Company had cash of $3,528,858 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
As of March 31, 2023, the Company has $185,530 in restricted cash that is contractually obligated to be held on behalf of the Bureau of Land Management to be held for the rehabilitation costs of the Mid-Continent Quarry and conclusion of the mining at this location.
Accounts Receivable
Accounts receivable are recorded at the invoiced amount and do not bear interest. Accounts receivable primarily includes amounts due from customers for sales of aggregates are reported net of an allowance for credit losses. The Company adopted the current expected credit loss (“CECL”) model as of April 1, 2021, and evaluates its receivables accounts for uncollectibility. An allowance for credit losses is generally calculated based on historical collection experience, the counterparty's creditworthiness and consideration of current and future economic events. The allowance for credit losses as of March 31, 2023, is not material to the consolidated financial statements. Prior to the adoption of CECL, an allowance for doubtful accounts was recorded based on historical collections experience.
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. To reduce risk, we routinely assess the financial
44
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 March 31, 2023 and 2022, depletion of mineral properties was approximately $5,600 and $6,900, respectively.
We are considered an “exploration stage” company under the U.S. Securities and Exchange Commission (“SEC”) Regulation S-K 1300 as such the Company expenses any development costs as incurred.
Land Under Development
Land under development is recorded at cost. Significant improvements are capitalized. These costs relate to the ongoing development of the Rail Park.
Lease Obligations
The Company determines if a contractual arrangement represents or contains a lease at inception. Operating leases are included in right of use assets and lease liabilities in the Consolidated Balance Sheets. Finance leases are included in Property, plant and equipment, net and current and non-current Lease and other financing obligations in the Consolidated Balance Sheets.
Operating and finance lease right-of-use ("ROU") assets and lease liabilities are recognized at the lease commencement date based on the present value of the future lease payments over the lease term. Leases acquired in a business combination are also measured based on the present value of the remaining leases payments, as if the acquired lease were a new lease at the acquisition date. When the rate implicit to the lease cannot be readily determined, the Company utilizes its incremental borrowing rate in determining the present value of the future lease payments. The incremental borrowing rate is derived from information available at the lease commencement date and represents the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term and amount equal to the lease payments in a similar economic environment. The ROU asset includes any lease payments made and lease incentives received prior to the commencement date. Operating lease ROU assets also include any cumulative prepaid or accrued rent when the lease payments are uneven throughout the lease term. The ROU assets and lease liabilities may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option.
Deposits
Deposits consist primarily of a security deposit in connection with an office lease.
45
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 March 31, 2023, 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.
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 $14,000,947 and $5,618,678 as of March 31, 2023 and March 31, 2022, respectively.
Net Loss per Common Share
Basic net loss per common share is calculated by dividing the net loss, after deducting preferred dividends, by the weighted average number of common shares outstanding during the period, without consideration of 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 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. In periods in which the Company reports a net loss, diluted net loss per share is the same as basic net loss per share since dilutive common shares are not assumed to have been issued, as their effect is anti-dilutive.
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
46
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.
Discontinued Operations
In April 2020, the Company began the shutdown and closing of operations located in Wellington, Colorado comprising substantially all the operations of RMR Logistics and the Logistics segment. The closing of the Wellington location was substantially complete in June 2020.
For the year ended March 31, 2022 the Company recorded income from discontinued operations of $400,000 related to debt forgiveness.
Recent Accounting Pronouncements
From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that the Company adopts as of the specified effective date. The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company may use this extended transition period for complying with certain new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it is (i) no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, these financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates.
3. INVENTORY
Inventory is valued at the lower of cost (average) or market as follows.
| | | | | | |
| | March 31, | ||||
|
| 2023 | | 2022 | ||
| | | | | | |
Blasted Rock | | $ | 102,243 | | $ | 24,974 |
Total | | $ | 102,243 | | $ | 24,974 |
47
4. PROPERTY, PLANT AND EQUIPMENT
The following summarizes the Company’s property, plant and equipment as of:
| | | | | | |
| | March 31, | ||||
| | 2023 | | 2022 | ||
Recoverable Limestone | | $ | 1,477,469 | | $ | 1,477,469 |
Mill Equipment | |
| 1,220,657 | |
| 1,235,684 |
Mining Equipment | |
| 333,029 | |
| 336,934 |
Mobile Equipment | |
| 863,660 | |
| 878,911 |
Other | |
| 78,974 | |
| 78,974 |
Total | |
| 3,973,789 | |
| 4,007,972 |
Less: Accumulated Depreciation | |
| (1,739,818) | |
| (1,563,151) |
Property, plant and equipment, net | | $ | 2,233,971 | | $ | 2,444,821 |
| | | | | |
|
| |
| 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 | % |
5. NOTES PAYABLE
In May 2022, Rail Land Company executed on a Promissory Note for a construction loan (“Construction Note”) of $21M and a Promissory Note for a revolving line of credit (“Line of Credit”) of $2M with a bank to provide for the developer portion of infrastructure costs of the Rail Park. A portion of the $21M Construction Note was used to repay the Secured Promissory Note discussed below. The Construction Note is secured by the underlying property of the Rail Park and RMI is guarantor. The Line of Credit is secured by amounts owned to Rail Land Company from the District for submitted pay applications. The Construction Note and Line of Credit incur interest at prime rate plus 2.25% and each have maturity dates of May 20, 2024. The initial interest rate is 6.25%.
Net proceeds from the sale of Rail Park lots shall be used to reduce the then outstanding principal balance of the Construction Note at a rate of eighty five percent (85%) of net proceeds of the first lot sale and seventy five percent (75%) of net proceeds from subsequent lot sales. Distributions or dividends of Rail Land Company to any of its members or other legal beneficial owner may not be paid without the consent of the bank. Rail Land Company is to maintain a minimum cash balance with the bank of $1M, tested quarterly.
On July 24, 2020, Rail Land Company executed a Term Loan Promissory Note, primarily secured by the underlying property of the Rail Park (“Secured Promissory Note”), with a private lender for $2,500,000. The Secured Promissory Note was due to mature on July 31, 2021, and accrued interest at 10% per annum. RMI was guarantor of the Secured Promissory Note.
On March 5, 2021, Rail Land Company refinanced the Secured Promissory Note and executed a note that provided for a total credit facility of $12,189,000. The refinanced Secured Promissory Note remained secured by underlying property of the Rail Park and RMI remained a guarantor. The maturity date of the refinanced Secured Promissory Note was March 5, 2022, and accrued interest at 12% per annum. The refinanced Secured Promissory Note provided for the option to extend the maturity date of the refinanced Secured Promissory Note for up to twelve months in exchange for a $121,890 payment. In addition to the payment, the release fee maximum amount would increase by $250,000 if the option to extend the maturity was exercised. A $450,000 release fee payment was made in the quarter ended March 31, 2021, as a result of a lot sale. Consequently, the maximum release fee payment amount was reduced to $1,800,000 as of March 31, 2021. The release fee amount was further reduced by approximately $1,050,000, utilizing proceeds from the Water Rights Sale (see Note 10)
48
In February 2022, the Company exercised its option to extend the secured Promissory Note to September 1, 2022, in exchange for a loan fee of approximately $61,000.
On September 9, 2020, the Company executed the standard loan documents required for securing a loan (the “EIDL Loan”) from the United States Small Business Administration (the “SBA”) under its Economic Injury Disaster Loan (“EIDL”) assistance program in light of the impact of the COVID-19 pandemic on the Company’s business. The principal amount of the EIDL Loan is $150,000, with proceeds to be used for working capital purposes. Interest on the EIDL Loan accrues at the rate of 3.75% per annum and installment payments, including principal and interest, are due monthly beginning twelve months from the date of the EIDL Loan in the amount of $731. The balance of principal and interest is payable thirty years from the date of the promissory note. In connection with the EIDL Loan, the Company executed the EIDL Loan documents, which include the SBA Secured Disaster Loan Note, dated September 9, 2020, the Loan Authorization and Agreement, dated September 9, 2020, and the Security Agreement, dated September 9, 2020, each between the SBA and the Company.
In April and June 2020, the Company executed two unsecured note agreements with an investor totaling $1,000,000. The unsecured notes are carried net of original issue discount (10%), which is being amortized on a straight-line basis, which approximates the effective interest method. In December 2020, the Company executed an unsecured note with an investor in the amount of $400,000. The note is carried net of original issue discount (3.75%) and was repaid in January 2021.
In March 2020, the federal government passed the Coronavirus Aid, Relief, and Security Act (the "CARES Act"), which provided among other things the creation of the Paycheck Protection Plan ("PPP"), which is sponsored and administered by the U.S. Small Business Administration ("SBA"). On April 20, 2020, the Company executed a loan agreement (the "PPP Loan") under the PPP, evidenced by promissory notes, with Simmons Bank ("Simmons"), providing for $438,500 in proceeds, which was funded to the Company on April 24, 2020. In June 2020, the Paycheck Protection Program Flexibility Act of 2020 (the "PPPFA") was signed into law and established the payment dates in the event that amounts borrowed under the PPP are not forgiven. The PPP Loans matured April 20, 2022. The Company recorded the PPP Loan as a debt obligation and accrues interest over the term of the PPP Loan. The interest rate on the PPP Loan is 1.00%. The PPP Loan is unsecured and contains customary events of default relating to, among other things, payment defaults, making materially false and misleading representations to the SBA or Simmons, or breaching the terms of the PPP Loan. The occurrence of an event of default may result in the repayment of all amounts outstanding, collection of all amounts owing from the Company, or filing suit and obtaining judgment against the Company.
In May 2021, the Company submitted its applications to the SBA for forgiveness of the PPP Loans. As of June 30, 2021, the PPP Loan principal and accrued interest are classified as noncurrent in the Condensed Consolidated Balance Sheets. In June 2021, the Company received formal notification in the form of a letter dated May 25, 2021, from Simmons that the SBA approved the Company’s PPP Loan forgiveness applications for the Company’s Loan in the amount of $438,500 (including accrued interest). The Company accounted for the debt forgiveness during its fiscal first quarter of 2022 and will recognize a gain on extinguishment of debt (other income) in the amount of $438,500 in the Consolidated Statements of Operations in the respective quarter.
49
| | | | | | | | | | | |
| | March 31, | | Effective | | | | ||||
| | 2023 |
| 2022 |
| Interest Rate | | | Maturity Date | ||
Equipment Loans | | $ | 5,969 | | $ | 47,957 | | 2.10% - 6.30% | | | August 25, 2021 - January 22, 2023 |
Secured promissory note | | | — | | | 4,712,732 | | 12.00% | | | September 1, 2022 |
Construction Note | | | 13,586,665 | | | — | | 9.75% | | | May 20, 2024 |
Unsecured notes | | | — | | | 408,864 | | 10.00% | | | May 1, 2022 |
Promissory notes | | | 243,782 | | | 290,219 | | 1.09% | | | January 1, 2025 |
Lines of credit | | | — | | | — | | 5.75% | | | May 6, 2020 |
Promissory notes (PPP loan) | | | — | | | — | | 1.00% | | | April 20, 2022 |
Secured disaster loan (SBA) | | | 164,531 | | | 158,906 | | 3.75% | | | September 9, 2050 |
| | | 14,000,947 | | | 5,618,678 | | | | | |
Unamortized debt issuance cost | | | (447,154) | | | (215,735) | | | | | |
| | | 13,553,793 | | | 5,402,943 | | | | | |
Less: current portion | | | (40,969) | | | (235,118) | | | | | |
Debt due after one year | | $ | 13,512,824 | | $ | 5,167,825 | | | | | |
6. TRANSACTIONS WITH RELATED PARTIES
On October 15, 2014, RMR IP (now known as RMR Logistics, Inc. (RMRL)), the Company’s subsidiary, entered into consulting agreements with each of Gregory Dangler, our then President, and Chad Brownstein, our then Chief Executive Officer, pursuant to which each of Mr. Dangler and Brownstein would provide services related to their roles as executive officers of the Company. The Company has accrued $1,877,500 for unpaid officers’ compensation expense in accordance with such consulting agreements through March 31, 2023. 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.
On October 15, 2014, RMRL entered into consulting agreements with each of Principio Management LLC, which holds 9,499,657 shares of Class A Common Stock of the Company (26.55%), and 77727111, LLC, which holds 10,791,701 shares of Class A Common Stock of the Company (30.16%), relating to advisory services provided by each of these entities. Mr. Dangler is the sole owner of Principio Management LLC and Mr. Brownstein is the sole owner of 77727111, LLC.
On January 31, 2020, the consulting agreement October 15, 2014, between Chad Brownstein and the Company was terminated. On January 31, 2020, the board resolved to pay Chad Brownstein monthly compensation of $35,000 a month for his services as Non-Executive Board Chairman.
On January 31, 2020, the Company entered into an employment agreement with Chad Brownstein for his Non-Executive services provided to the Company. The employment contract may be terminated at any time.
7. SHAREHOLDERS’ EQUITY
Preferred Stock
The Company has authorized 50,000,000 shares of preferred stock for issuance. In April 2021, the Board of Directors of the Company authorized 118.47 shares as Series A Preferred Stock and designated 48.27 as Series A-1 Convertible Preferred Stock, designated 19.45 as Series A-2 Convertible Preferred Stock, and designated 50.75 as Series A-3 Convertible Preferred Stock (collectively referred to as “Series A Preferred Stock”). The Series A Preferred Stock is senior, with respect to dividend rights and to rights upon any voluntary or involuntary liquidation, dissolution or winding up of the Company (each, a "Liquidation Event") in preference and priority to the Class A Common Stock and Class B Common Stock of the Company.
50
Voting Rights
Series A Preferred Stock is entitled to vote on all matters submitted to a vote of the stockholders of the Company together with the holders of Class B Common Stock and is entitled to that number of votes equal to the number of shares of Class B Common Stock into which the holder's shares of Series A Preferred Stock could then be converted.
Dividends
Series A-1 Preferred Stock and Series A-2 Preferred Stock, accrue dividends at the rate per annum of $8,000 (“Accruing Dividends”), subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series A Preferred Stock, whether or not declared, and shall be cumulative. The Company shall not declare, pay or set aside any dividends on shares of any other class or series of capital stock of the Company (other than dividends on shares of Class B Common Stock payable in shares of Class B Common Stock) unless the holders of the Series A-1 Preferred Stock and Series A-2 Preferred Stock then outstanding shall first receive, or simultaneously receive, a dividend on each outstanding share of Series A-1 Preferred Stock and Series A- 2 Preferred Stock in an amount at least equal to the sum of (i) the amount of the aggregate Accruing Dividends then accrued on such share of Series A-1 Preferred Stock or Series A-2 Preferred Stock (as applicable) and not previously paid and (ii) in the case of a dividend on Class B Common Stock or any class or series that is convertible into Class B Common Stock, that dividend per share of Series A-1 Preferred Stock or Series A-2 Preferred Stock (as applicable) as would equal the product of (l) the dividend payable on each share of such class or series determined, if applicable, as if all shares of such class or series had been converted into Class B Common Stock and (2) the number of shares of Class B Common Stock issuable upon conversion of a share of Series A-I Preferred Stock or Series A-2 Preferred Stock (as applicable), in each case calculated on the record date for determination of holders entitled to receive such dividend. Series A-3 Preferred Stock does not accrue dividends.
Liquidation Preference
In the event of any Liquidation Event, the holders of shares of Series A Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Company available for distribution to its stockholders, and in the event of a Deemed Liquidation Event (as defined below), the holders of shares of Series A Preferred Stock then outstanding shall be entitled to be paid out of the consideration payable to stockholders in such Deemed Liquidation Event or out of the available proceeds, as applicable, before any payment shall be made to the holders of Common Stock. A Deemed Liquidation Event is defined as a merger or consolidation in which a change of control of the Company has occurred or the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Company or any subsidiary of the Company of all or substantially all the assets of the Company and its subsidiaries taken as a whole.
Conversion
Series A Preferred Stock is convertible, at the option of the holder, into a number of shares of Class B Common Stock determined by dividing (i) the sum of the Series A Original Issue Price and all then-unpaid Accruing Dividends by (ii) the respective conversion price in effect at the time of conversion. The Series A-1 Preferred Stock conversion price is $25.00 per share, the Series A-2 Preferred Stock conversion price is $21.00 per share and the Series A-3 Preferred Stock conversion price is $15.00 per share.
In the event of an underwritten public offering, public uplist, or qualified equity issuance of at least $10,000,000 in gross proceeds and a minimum price per share of $25.00 for the Company's Common Stock (“Qualified Offering”), Series A Preferred Stock shall automatically be converted into such number of fully paid and non-assessable shares of Class B Common Stock at the then effective conversion rate as noted above.
Common Stock
The Company has authorized 2,100,000,000 shares of common stock for issuance, including 2,000,000,000 shares of Class A Common Stock and 100,000,000 shares of Class B Common Stock. At March 31, 2023 and March 31, 2022, the
51
Company had 35,785,858 and 4,973,832 shares issued and outstanding, and 35,785,858 and 4,866,832 shares issued and outstanding of Class A Common Stock and Class B Common Stock, respectively.
The holders of Class A Common Stock have the right to vote on all matters on which stockholders have the right to vote. The holders of Class B Common Stock have the right to vote solely on matters where the vote of such holders is explicitly required under Nevada law. The holders of Class A Common Stock and Class B Common stock have equal distribution rights, provided that distributions in securities shall be made in either identical securities or securities with similar voting characteristics. The holders of Class A Common Stock and Class B Common Stock are entitled to receive identical per-share consideration upon a merger, conversion or exchange of the Company with another entity, and have equal rights upon a dissolution, liquidation or winding-up of the Company.
8. SHARE-BASED COMPENSATION
The RMR Industrials, Inc. 2015 Equity Incentive Plan (the “2015 Plan”) authorizes the issuance of up to 30% of the outstanding shares of Common Stock at any time pursuant to awards made by the Company’s Board of Directors. As of March 31, 2023, there were 808,786 shares still available for future issuance under the 2015 Plan.
Stock Options
The Company grants stock options to certain employees that give them the right to acquire our Class B common stock under the 2015 Plan. The exercise price of options granted is equal to the closing price per share of our stock at the date of grant. The nonqualified options vest at a rate of 33% on each of the first three anniversaries of the grant date provided that the award recipient continues to be employed by us through each of those vesting dates and expire ten years from the date of grant.
Stock Option Activity
| | | | | | | | | | |
| | | | | | | Weighted | | | |
| | | | Grant Date | | Average | | | | |
| | | | Weighted | | Remaining | | Aggregate | ||
| | Stock | | Average | | Contractual | | Intrinsic | ||
| | Options | | Exercise Price | | Life (in Years) | | Value | ||
Outstanding at April 1, 2022 |
| 200,000 |
| $ | 6.34 |
| 8.9 |
| $ | — |
Granted |
| — | |
|
|
|
| |
|
|
Exercised |
| — | |
|
|
|
| |
|
|
Forfeited |
| — | |
|
|
|
| |
|
|
Expired |
| — | |
|
|
|
| |
|
|
Outstanding at March 31, 2023 |
| 200,000 | | $ | 6.34 |
| 8.9 | | $ | — |
Exercisable at March 31, 2023 |
| 200,000 | | $ | 6.34 |
| 8.9 | | $ | — |
Stock Awards
On February 26, 2015, our Board of Directors and our stockholders approved and adopted the 2015 Plan.
The Plan permits us to grant a variety of forms of awards, including stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units and other stock-based awards, to allow us to adapt our incentive compensation program to meet our needs. The number of shares of our common stock that may be issued under the 2015 Plan to employees, directors and/or consultants in such awards is 2,458,960 shares as of March 31, 2023. Our Board of Directors currently serves as the administrator of the 2015 Plan. As of March 31, 2023, 1,650,174 shares have been issued under the 2015 Plan.
During the year ended March 31, 2023, the Company granted 112,000 restricted shares of Class B Common Stock, with an aggregate grant date fair value of approximately $2.8 million, to employees, directors and contractors. The restricted shares vest ratably over a three or four-year vesting period, subject to continued service and a market performance
52
provision. During the years ended March 31, 2023, and 2022, 5,000 and 125,000 restricted shares of common stock were forfeited by employees, respectively.
9. INCOME TAXES
There was no provision for income taxes for the year ended March 31, 2022, because the Company has incurred operating losses since inception and has a full valuation allowance on its deferred tax asset. As of March 31, 2023 and 2022, the Company has concluded that it is more likely than not that the Company may not realize the benefit of its deferred tax assets due to losses generated and uncertainties surrounding its ability to generate future taxable income. Accordingly, the net deferred tax assets have been fully reserved.
Net deferred tax assets consist of the following components:
| | | | | | |
|
| March 31, | ||||
| | 2023 |
| 2022 | ||
Deferred tax asset: | | |
| | |
|
Net operating loss carryforwards | | $ | 9,014,311 | | $ | 7,939,720 |
Stock compensation | |
| 3,744,917 | |
| 3,457,206 |
Fixed assets | |
| 27,735 | |
| 3,199 |
Accrued liabilities | |
| 459,537 | |
| 350,490 |
Lease Liability | | | 118,891 | | | — |
State taxes - current | |
| 168 | |
| 168 |
Other | |
| 19,445 | |
| 15,488 |
Total deferred tax assets before valuation allowance | | | 13,385,004 | | | 11,766,271 |
| | | | | | |
Valuation allowance | | | (13,272,724) | | | (11,752,696) |
Total deferred tax assets after valuation allowance | | | 112,280 | | | 13,575 |
| | | | | | |
Deferred tax liabilities: | |
| | | | |
Right of use asset | |
| (102,245) | |
| — |
Intangible assets | | | (10,035) | | | (13,575) |
Net deferred tax asset | | $ | — | | $ | — |
The income tax provision differs from the amount of income tax determined by applying the U.S. federal and state income statutory tax rates to pretax loss from continuing operations as follows:
| | | | | | |
| | March 31, | ||||
| | 2023 | | 2022 | ||
U.S. statutory income tax expense (benefit) | | $ | (1,752,439) | | $ | (1,312,638) |
Permanent Differences | |
| 243 | |
| (92,085) |
State tax expenses | |
| (290,030) | |
| (309,876) |
Change in valuation allowance | |
| 1,520,028 | |
| 1,714,599 |
Change in tax rate | | | 529,454 | | | - |
Other adjustments | | | (4,856) | | | - |
Income tax expense | | $ | 2,400 | | $ | — |
Management assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to use the existing deferred tax assets. A significant piece of objective negative evidence evaluated was the cumulative loss incurred since inception. Such objective evidence limits the ability to consider other subjective evidence such as our projections for future growth. On the basis of this evaluation, as of March 31, 2023, a valuation allowance of approximately $13.3M has been recorded to record the deferred tax asset that is more likely than not to be realized. The net change during the year in the total valuation allowance is an increase of approximately $1.5M.
53
The Company has federal net operating loss carry forwards of approximately $36.8M. The Company has various state net operating loss carry forwards. The determination of the state net operating loss carry forwards is dependent upon the apportionment percentages and state laws that can change from year to year and impact the amount of such carry forwards. If federal net operating loss carry forwards are not utilized, $14.9M will begin to expire in 2035. The remaining federal net operating losses of $21.9M have no expiration.
Management does not believe that there are significant uncertain tax positions in 2023 or 2022. There are no interest and penalties related to uncertain tax positions in 2023 or 2022.
The Company corrected immaterial errors in its income tax accounts primarily related to the Company's tax treatment for accrued consulting and measurement of net operating loss carryovers as of March 31, 2022. As a result of these adjustments, the Company recorded a decrease to the deferred tax asset for net operating loss carryovers in the amount of approximately $11.5M and an increase in other deferred tax assets, net, in the amount of approximately $0.3M. The adjustment only impacted the components of deferred tax disclosure included herein. This correction did not impact the consolidated balance sheets, statements of operations, statements of stockholder’s equity or statements of cash flows as of and for the year ended March 31, 2022.
10. SEGMENT REPORTING
For the twelve months ended March 31, 2023 and 2022, the Company has two reportable segments: Aggregates and Rail Park. The Aggregates segment produces chemical grade lime for use in the aggregates market. The Rail Park segment consists of land under development to provide a rail terminal and services facility and currently has no operational activity. The Rail Park will require significant future capital investment before the segment starts generating recurring revenue.
For the year ended March 31, 2023, one customer accounted for approximately 82% (customer A) of our consolidated revenue. As of March 31, 2023, approximately 33% of our accounts receivable were due from customer A and 19% from customer B and 13% from customer C.
The accounting policies of the segments are the same as those described in the summary of significant accounting policies. The Company evaluates performance based on profit or loss from operations before income taxes not including nonrecurring gains and losses.
The Company accounts for intersegment sales and transfers as if the sales or transfers were to third parties, that is, at current market prices.
The Company’s reportable segments are strategic business units that offer different products and services. They are managed separately because each business requires different technology and marketing strategies. All assets are held, and all operating activities occur, within the United States.
| | | | | | | | | |
| | | Year ended March 31, 2023 | ||||||
|
|
| Aggregates |
| Rail Park |
| Other/ Corporate |
| Total |
Revenue |
| $ | 795,077 | $ | 32,438 | $ | — | $ | 827,515 |
Gross profit (loss) |
|
| (373,840) | | 32,438 | | — |
| (341,402) |
Selling, general and administrative |
|
| 600,090 | | — | | 6,339,295 |
| 6,939,385 |
Property, plant and equipment, net |
|
| 2,233,971 | | — | | — |
| 2,233,971 |
Land under development |
|
| — | | 14,939,567 | | — |
| 14,939,567 |
| | | | | | | | | |
| | | | | | | | | |
| | | Year ended March 31, 2022 | ||||||
| | | Aggregates |
| Rail Park |
| Other/ Corporate |
| Total |
Revenue | | $ | 2,777,950 | $ | — | $ | — | $ | 2,777,950 |
Gross profit | | | 406,841 | | — | | — |
| 406,841 |
Selling, general and administrative | | | 682,459 | | — | | 10,967,994 |
| 11,650,453 |
54
Property, plant and equipment, net | | | 2,434,896 | | — | | 9,925 |
| 2,444,821 |
Land under development | | | — | | 6,973,634 | | — |
| 6,973,634 |
| | | | | | | | | |
Land Under Development
In 2018, the Company formed the Rocky Mountain Rail Park Metropolitan District (“District”) for the purpose of financing public improvements related to the development of approximately 620 acres including open space and other right-of-way areas and providing ongoing operations and maintenance services related to the public improvements. Public improvements are generally, any part or all of the public improvements authorized to be planned, designed, acquired, constructed, installed, relocated, redeveloped, operated, maintained and/or financed, including necessary and appropriate landscaping, appurtenances and real property to effect such improvements, as generally described in the Colorado Special District Act (Title 32, Article 1, Colorado Revised Statutes) and as may be necessary to serve the future taxpayers and inhabitants of the District, as determined by the District Board, including public improvements within and without the District’s boundaries.
In April 2021, the District closed on its Limited Tax General Obligation and Water Revenue Bonds, Series 2021A and 2021B (“Tax -Exempt Bonds”) raising total proceeds of approximately $65.2 million, $51.2 million of which will be directly used to fund the public improvements. The Tax -Exempt Bonds are an obligation of the District and not of the Company and will be repaid through ownership taxes and other enterprise revenues collected by the District from property owners residing in the District.
Water Rights
In September 2021, the Company sold its water rights attributable to the Land under development to the District for a sales price of approximately $5.9 million. The proceeds were received on September 30, 2021, resulting in the recording of a gain on sales of assets of approximately $4.8 million, which was recognized in the consolidated statement of operation for the quarter ended September 30, 2021.
11. COMMITMENTS AND CONTINGENCIES
Lease Liability
In February 2022, the Company executed a corporate office lease for new office space with lease commencement in May 2022. The new corporate office lease is for a term of five years. Lease expense of $87,134 was recognized for the year ended March 31, 2023.
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 March 31, 2023, the Company’s undiscounted reclamation obligations totaled approximately $366,000. This obligation is expected to be settled within the next 20 years.
Reclamation costs resulting from the normal use of long-lived assets, either owned or leased, are recognized over the period the asset is in use. The obligation, which cannot be reduced by estimated offsetting cash flows, is recorded at fair value as a liability at the obligating event date and is accreted through charges to selling, general and administrative costs, inclusive of depreciation, depletion and amortization. The fair value is based on our estimate of the cost required for a third party to perform the legally required reclamation tasks including a reasonable profit margin. This fair value is
55
also capitalized as part of the carrying amount of the underlying asset and depreciated over the estimated useful life of the asset.
The mining reclamation reserve is based on management’s estimate of future cost requirements to reclaim property at its operating quarry site. Costs are estimated in current dollars and inflated until the expected time of payment using a future estimated inflation rate and then discounted back to present value using a credit-adjusted, risk-free rate on obligations of similar maturity adjusted to reflect our credit rating. The Company will review reclamation liabilities at least every three years for a revision to the cost or a change in the estimated settlement date. Additionally, reclamation liabilities are reviewed in the period in which a triggering event occurs that would result in either a revision to the cost or a change in the estimated settlement date. Examples of events that would trigger a change in the cost include a new reclamation law or amendment to an existing mineral lease. Examples of events that would cause a change in the estimated settlement date include the acquisition of additional reserves or early or delayed closure of a site. Any affect to earnings from cost revisions is included in cost of revenue.
A reconciliation of the carrying amount of our accrued reclamation liabilities is as follows:
| | | |
Balance at April 1, 2022 |
| $ | 131,552 |
Liabilities incurred | |
| — |
Accretion expense | |
| 13,155 |
Balance at March 31, 2023 | | $ | 144,707 |
56