Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | |
Mar. 31, 2023 | Jun. 09, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-K | |
Document Annual Report | true | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2023 | |
Document Transition Report | false | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | FY | |
Entity Registrant Name | Rocky Mountain Industrials, Inc. | |
Entity Central Index Key | 0001556179 | |
Entity File Number | 0-55402 | |
Entity Incorporation, State or Country Code | NV | |
Entity Tax Identification Number | 46-0750094 | |
Entity Address, Address Line One | 6200 South Syracuse Way | |
Entity Address, Address Line Two | Suite 450 | |
Entity Address, City or Town | Greenwood Village | |
City Area Code | 720 | |
Local Phone Number | 614-5213 | |
Entity Address, State or Province | CO | |
Entity Address, Postal Zip Code | 80111 | |
Current Fiscal Year End Date | --03-31 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | No | |
Entity Shell Company | false | |
Entity Emerging Growth Company | true | |
Entity Small Business | true | |
Entity Ex Transition Period | false | |
Entity Filer Category | Non-accelerated Filer | |
Entity Public Float | $ 0 | |
Title of 12(g) Security | Class B Common Stock, par value $0.001 per share | |
Trading Symbol | RMRI | |
Preferred stock, shares outstanding | 118.47 | |
ICFR Auditor Attestation Flag | false | |
Auditor Name | BF Borgers CPA PC | |
Auditor Firm ID | 5041 | |
Auditor Location | Lakewood, CO | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 35,785,858 | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 4,973,832 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2023 | Mar. 31, 2022 |
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 |
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) | ||
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 |
Series A-1 Preferred Stock | ||
Stockholders' Equity (Deficit) | ||
Preferred Stock | 4,827,000 | 4,827,000 |
Series A-2 Preferred Stock | ||
Stockholders' Equity (Deficit) | ||
Preferred Stock | 1,950,000 | 1,950,000 |
Series A-3 Preferred Stock | ||
Stockholders' Equity (Deficit) | ||
Preferred Stock | 5,075,140 | 5,075,140 |
Class A Common Stock | ||
Stockholders' Equity (Deficit) | ||
Common Stock | 35,786 | 35,786 |
Class B Common Stock | ||
Stockholders' Equity (Deficit) | ||
Common Stock | $ 4,975 | $ 4,868 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2023 | Mar. 31, 2022 |
Preferred stock, shares authorized | 50,000,000 | |
Series A-1 Preferred Stock | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 48.27 | 48.27 |
Preferred stock, shares outstanding | 48.27 | 48.27 |
Series A-2 Preferred Stock | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 19.45 | 19.45 |
Preferred stock, shares outstanding | 19.45 | 19.45 |
Series A-3 Preferred Stock | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 50.75 | 50.75 |
Preferred stock, shares outstanding | 50.75 | 50.75 |
Class A Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 |
Common stock, shares issued | 35,785,858 | 35,785,858 |
Common stock, shares outstanding | 35,785,858 | 35,785,858 |
Class B Common Stock | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 4,973,832 | 4,866,832 |
Common stock, shares outstanding | 4,973,832 | 4,866,832 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
CONSOLIDATED STATEMENTS OF OPERATIONS | ||
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 | 0 |
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 | $ (1.25) | $ (1.01) |
Earnings (loss) per shares - continuing operations - diluted | (1.25) | (1.01) |
Earnings (loss) per shares - discontinued operations - basic | 0.06 | |
Earnings (loss) per shares - discontinued operations - diluted | 0.06 | |
Earnings (loss) per shares - basic | (1.33) | (0.98) |
Earnings (loss) per shares - diluted | $ (1.33) | $ (0.98) |
Weighted average shares outstanding - basic | 6,676,334 | 6,595,712 |
Weighted average shares outstanding - diluted | 6,676,334 | 6,595,712 |
CONSOLIDATED STATEMENTS OF OP_2
CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
CONSOLIDATED STATEMENTS OF OPERATIONS | ||
Depreciation, depletion and amortization | $ 224,031 | $ 292,634 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) | Preferred Shares Series A-1 Preferred Stock | Preferred Shares Series A-2 Preferred Stock | Preferred Shares Series A-3 Preferred Stock | Common Stock Class A Common Stock | Common Stock Class B Common Stock | Additional Paid-in Capital | Accumulated Deficit | Series A-1 Preferred Stock | Series A-2 Preferred Stock | Total |
Balance at Mar. 31, 2021 | $ 4,827,000 | $ 1,950,000 | $ 5,075,140 | $ 35,786 | $ 4,688 | $ 51,658,183 | $ (57,367,534) | $ 6,183,263 | ||
Balance (in shares) at Mar. 31, 2021 | 48.27 | 19.45 | 50.75 | 35,785,858 | 4,687,332 | |||||
Issuance of restricted Class B Common Stock for compensation | $ 251 | (251) | ||||||||
Issuance of restricted Class B Common Stock for compensation (in shares) | 250,500 | |||||||||
Issuance of Class B common shares for services | $ 30 | 749,970 | 750,000 | |||||||
Issuance of Class B common shares for services (Shares) | 30,000 | |||||||||
Forfeiture of Common stock | $ (125) | 125 | ||||||||
Forfeiture of Common stock (in shares) | (125,000) | |||||||||
Issuance of restricted Class B Common Stock for Board compensation | $ 24 | (24) | ||||||||
Issuance of restricted Class B Common Stock for Board compensation (in shares) | 24,000 | |||||||||
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 at Mar. 31, 2022 | $ 4,827,000 | $ 1,950,000 | $ 5,075,140 | $ 35,786 | $ 4,868 | 58,972,469 | (63,810,756) | 7,054,507 | ||
Balance (in shares) at Mar. 31, 2022 | 48.27 | 19.45 | 50.75 | 35,785,858 | 4,866,832 | |||||
Issuance of restricted Class B Common Stock for compensation | $ 85 | (85) | ||||||||
Issuance of restricted Class B Common Stock for compensation (in shares) | 85,000 | |||||||||
Forfeiture of Common stock | $ (5) | 5 | ||||||||
Forfeiture of Common stock (in shares) | (5,000) | |||||||||
Issuance of restricted Class B Common Stock for Board compensation | $ 27 | (27) | ||||||||
Issuance of restricted Class B Common Stock for Board compensation (in shares) | 27,000 | |||||||||
Stock-based compensation | 1,811,462 | 1,811,462 | ||||||||
Quarterly dividends on Series A-1 and A-2 Preferred shares | (542,160) | $ (8,000) | $ (8,000) | (542,160) | ||||||
Net loss | (8,349,750) | (8,349,750) | ||||||||
Balance at Mar. 31, 2023 | $ 4,827,000 | $ 1,950,000 | $ 5,075,140 | $ 35,786 | $ 4,975 | $ 60,783,824 | $ (72,702,666) | $ (25,941) | ||
Balance (in shares) at Mar. 31, 2023 | 48.27 | 19.45 | 50.75 | 35,785,858 | 4,973,832 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 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 |
Change in restricted cash | ||
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 |
Right of use asset / Lease liability | $ 481,435 |
ORGANIZATION
ORGANIZATION | 12 Months Ended |
Mar. 31, 2023 | |
ORGANIZATION | |
ORGANIZATION | 1. ORGANIZATION On January 1, 2020, the Company changed its name from RMR Industrials, Inc. to Rocky Mountain Industrials, Inc. Rocky Mountain Industrials, Inc. (the “Company”, “RMI”, “we”, “our”, “us”) seeks to acquire and consolidate complementary industrial assets. RMI’s consolidation strategy is to assemble a portfolio of mature and value-add industrial commodities businesses to generate scalable enterprises with a broad portfolio of products and services addressing a common and stable customer base. Through our wholly owned subsidiary, RMR Aggregates, Inc. (“RMR Aggregates”), we operate the Mid-Continent Quarry in Garfield County, Colorado, producing chemical-grade calcium carbonate that currently services local and regional customers in a variety of end markets, including but not limited to mining, manufacturing, construction, and agriculture. Through our wholly owned subsidiary, Rail Land Company, LLC (“Rail Land Company”), we are 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. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Mar. 31, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 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 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 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. 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 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. |
INVENTORY
INVENTORY | 12 Months Ended |
Mar. 31, 2023 | |
INVENTORY | |
INVENTORY | 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 |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 12 Months Ended |
Mar. 31, 2023 | |
PROPERTY, PLANT AND EQUIPMENT | |
PROPERTY, PLANT AND EQUIPMENT | 4. PROPERTY, PLANT AND EQUIPMENT The following summarizes the Company’s property, plant and equipment as of: 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 % |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Mar. 31, 2023 | |
NOTES PAYABLE. | |
NOTES PAYABLE | 5. NOTES PAYABLE In May 2022, Rail Land Company executed on a Promissory Note for a construction loan (“Construction Note”) of $21M and a Promissory Note for a revolving line of credit (“Line of Credit”) of $2M with a bank to provide for the developer portion of infrastructure costs of the Rail Park. A portion of the $21M Construction Note was used to repay the Secured Promissory Note 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 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) 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. 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 |
TRANSACTIONS WITH RELATED PARTI
TRANSACTIONS WITH RELATED PARTIES | 12 Months Ended |
Mar. 31, 2023 | |
TRANSACTIONS WITH RELATED PARTIES | |
TRANSACTIONS WITH RELATED PARTIES | 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 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. |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 12 Months Ended |
Mar. 31, 2023 | |
SHAREHOLDERS' EQUITY | |
SHAREHOLDERS' EQUITY | 7. SHAREHOLDERS’ EQUITY Preferred Stock The Company has authorized 50,000,000 shares of preferred stock for issuance. In April 2021, the Board of Directors of the Company authorized as Series A-3 Convertible Preferred Stock (collectively referred to as “Series A Preferred Stock”). The Series A Preferred Stock is senior, with respect to dividend rights and to rights upon any voluntary or involuntary liquidation, dissolution or winding up of the Company (each, a "Liquidation Event") in preference and priority to the Class A Common Stock and Class B Common Stock of the Company. Voting Rights Series A Preferred Stock is entitled to vote on all matters submitted to a vote of the stockholders of the Company together with the holders of Class B Common Stock and is entitled to that number of votes equal to the number of shares of Class B Common Stock into which the holder's shares of Series A Preferred Stock could then be converted. Dividends Series A-1 Preferred Stock and Series A-2 Liquidation Preference In the event of any Liquidation Event, the holders of shares of Series A Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Company available for distribution to its stockholders, and in the event of a Deemed Liquidation Event (as defined below), the holders of shares of Series A Preferred Stock then outstanding shall be entitled to be paid out of the consideration payable to stockholders in such Deemed Liquidation Event or out of the available proceeds, as applicable, before any payment shall be made to the holders of Common Stock. A Deemed Liquidation Event is defined as a merger or consolidation in which a change of control of the Company has occurred or the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Company or any subsidiary of the Company of all or substantially all the assets of the Company and its subsidiaries taken as a whole. Conversion Series A Preferred Stock is convertible, at the option of the holder, into a number of shares of Class B Common Stock determined by dividing (i) the sum of the Series A Original Issue Price and all then-unpaid Accruing Dividends by (ii) the respective conversion price in effect at the time of conversion. The Series A-1 Preferred Stock conversion price is 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 Company had 35,785,858 and 4,973,832 shares issued outstanding issued outstanding The holders of Class A Common Stock have the right to vote on all matters on which stockholders have the right to vote. The holders of Class B Common Stock have the right to vote solely on matters where the vote of such holders is explicitly required under Nevada law. The holders of Class A Common Stock and Class B Common stock have equal distribution rights, provided that distributions in securities shall be made in either identical securities or securities with similar voting characteristics. The holders of Class A Common Stock and Class B Common Stock are entitled to receive identical per-share consideration upon a merger, conversion or exchange of the Company with another entity, and have equal rights upon a dissolution, liquidation or winding-up of the Company |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 12 Months Ended |
Mar. 31, 2023 | |
SHARE-BASED COMPENSATION | |
SHARE-BASED COMPENSATION | 8. SHARE-BASED COMPENSATION The RMR Industrials, Inc. 2015 Equity Incentive Plan (the “2015 Plan”) authorizes the issuance of up to 30% of the outstanding shares of Common Stock at any time pursuant to awards made by the Company’s Board of Directors. As of 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 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. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Mar. 31, 2023 | |
INCOME TAXES | |
INCOME TAXES | 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. 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. |
SEGMENT REPORTING
SEGMENT REPORTING | 12 Months Ended |
Mar. 31, 2023 | |
SEGMENT REPORTING | |
SEGMENT REPORTING | 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 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. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Mar. 31, 2023 | |
COMMITMENTS AND CONTINGENCIES. | |
COMMITMENTS AND CONTINGENCIES | 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 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 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Mar. 31, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation and Consolidation | 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 | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates, judgments, and assumptions that impact the reported amounts of assets, liabilities, and expenses, and disclosure of contingent assets and liabilities in the financial statements and accompanying notes. Actual results could materially differ from those estimates. Management considers many factors in selecting appropriate financial accounting policies and controls, and in developing the estimates and assumptions that are used in the preparation of these financial statements. Management must apply significant judgment in this process. In addition, other factors may affect estimates, including: expected business and operational changes, sensitivity and volatility associated with the assumptions used in developing estimates, and whether historical trends are expected to be representative of future trends. The estimation process may yield a range of potentially reasonable estimates of the ultimate future outcomes and management must select an amount that falls within that range of reasonable estimates. Although these estimates are based on the Company’s knowledge of current events and actions it may undertake in the future, actual results may ultimately materially differ from those estimated amounts and assumptions used in the preparation of the financial statements. |
Revenue Recognition | Revenue Recognition 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 | 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 | 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 | 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 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 strength of our most significant customers, using standard credit risk evaluation methods with reference to publicly available and customer supplied information, and monitor the amounts owed and take appropriate action when necessary. As a result, we believe that accounts receivable credit risk exposure is limited. |
Inventory | Inventory Inventories are valued at the lower of cost or market. Cost is determined by the weighted average method. |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment are recorded at cost. Significant improvements are capitalized, while maintenance and repair expenses are charged to operations as incurred. The straight-line method of depreciation is used for substantially all of the assets for financial reporting purposes. Depletion of acquired mineral properties is determined pursuant to a unit-of-extraction method which provides for depletion of such costs over the productive life of the mineral properties. The unit-of-extraction rate is determined by computing the production for the period as a percentage of total estimated and recoverable limestone as of that period. Significant judgement is involved in the determination of the estimate of total recoverable limestone in the unit-of-extraction method. Our internal engineering estimates of total estimated and recoverable limestone is a key component in determination of the unit-of-extraction rate. Our estimates of the recoverable limestone may change, possibly in the near term, resulting in changes to depletion rates in future periods. During the years ended 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 Land under development is recorded at cost. Significant improvements are capitalized. These costs relate to the ongoing development of the Rail Park. |
Lease Obligations | 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 Deposits consist primarily of a security deposit in connection with an office lease. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company evaluates its long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. Asset impairment is considered to exist if the total estimated future cash flows on an undiscounted basis are less than the carrying amount of the asset. Any impairment losses are measured and recorded based on discounted estimated future cash flows and are charged to income on the Company’s consolidated statements of operations. In estimating future cash flows, assets are grouped at the lowest level for which there are identifiable cash flows that are largely independent of future cash flows from other asset groups. The Company’s estimates of future cash flows are based on numerous assumptions, including expected commodity prices, production levels, capital requirements and estimated salvage values. It is possible that actual future cash flows will be significantly different than the estimates, as actual future quantities of recoverable material, future commodity prices, production levels and costs and capital are each subject to significant risks and uncertainties. As of 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 | 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 | 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 | 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. |
Discontinued Operations | 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 | 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. |
INVENTORY (Tables)
INVENTORY (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
INVENTORY | |
Schedule of inventory | March 31, 2023 2022 Blasted Rock $ 102,243 $ 24,974 Total $ 102,243 $ 24,974 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
PROPERTY, PLANT AND EQUIPMENT | |
Schedule of property, plant and equipment | 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 |
Schedule of useful life and depreciation rate of property plant and equipment | Depreciation Years rate Mill Equipment 3 – 15 6.7% - 33.3 % Mining Equipment 2 – 15 6.7% - 50.0 % Mobile Equipment 5 – 12 8.3% - 20.0 % Office Equipment 2 – 3 33.3% - 50.0 % |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
NOTES PAYABLE. | |
Schedule of notes payable | 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 |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
SHARE-BASED COMPENSATION | |
Share-based compensation, stock options, 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 $ — |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
INCOME TAXES | |
Schedule of deferred tax assets and liabilities | 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 $ — $ — |
Schedule of effective income tax rate reconciliation | 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 $ — |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
SEGMENT REPORTING | |
Schedule of segment reporting information | 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 Property, plant and equipment, net 2,434,896 — 9,925 2,444,821 Land under development — 6,973,634 — 6,973,634 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
COMMITMENTS AND CONTINGENCIES. | |
Schedule of carrying amount of our accrued reclamation liabilities | Balance at April 1, 2022 $ 131,552 Liabilities incurred — Accretion expense 13,155 Balance at March 31, 2023 $ 144,707 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details) | 12 Months Ended | |
Mar. 31, 2023 USD ($) segment | Mar. 31, 2022 USD ($) | |
Number of operating segments | segment | 2 | |
Cash equivalents | $ 0 | |
Cash | 3,528,858 | $ 3,238,377 |
Fair value of notes payable | 14,000,947 | 5,618,678 |
Restricted cash | 185,530 | |
Net income (loss) from discontinued operations | 400,000 | |
Mineral Properties [Member] | ||
Depletion of mineral properties | $ 5,600 | $ 6,900 |
INVENTORY (Details)
INVENTORY (Details) - USD ($) | Mar. 31, 2023 | Mar. 31, 2022 |
INVENTORY | ||
Blasted Rock | $ 102,243 | $ 24,974 |
Total | $ 102,243 | $ 24,974 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Property, Plant and Equipment [Line Items] | ||
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 |
Recoverable Limestone | ||
Property, Plant and Equipment [Line Items] | ||
Total | 1,477,469 | 1,477,469 |
Mill Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total | $ 1,220,657 | 1,235,684 |
Mill Equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life | 3 years | |
Depreciation Rate | 6.70% | |
Mill Equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life | 15 years | |
Depreciation Rate | 33.30% | |
Mining Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total | $ 333,029 | 336,934 |
Mining Equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life | 2 years | |
Depreciation Rate | 6.70% | |
Mining Equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life | 15 years | |
Depreciation Rate | 50% | |
Mobile Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total | $ 863,660 | 878,911 |
Mobile Equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life | 5 years | |
Depreciation Rate | 8.30% | |
Mobile Equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life | 12 years | |
Depreciation Rate | 20% | |
Office Equipment [Member] | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life | 2 years | |
Depreciation Rate | 33.30% | |
Office Equipment [Member] | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life | 3 years | |
Depreciation Rate | 50% | |
Other | ||
Property, Plant and Equipment [Line Items] | ||
Total | $ 78,974 | $ 78,974 |
NOTES PAYABLE (Details)
NOTES PAYABLE (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||
Mar. 05, 2021 USD ($) | Sep. 09, 2020 USD ($) | Apr. 24, 2020 USD ($) | May 31, 2022 USD ($) | Feb. 28, 2022 USD ($) | Dec. 31, 2020 USD ($) | Jun. 30, 2020 USD ($) item | Apr. 30, 2020 USD ($) item | Jun. 30, 2021 USD ($) | Mar. 31, 2021 USD ($) | Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Jul. 24, 2020 USD ($) | |
Interest rate (as a percent) | 6.25% | ||||||||||||
Gain on extinguishment of debt | $ 438,500 | ||||||||||||
Payment for extension of debt | $ 61,000 | ||||||||||||
Minimum cash balance | $ 1,000,000 | ||||||||||||
Notes payable gross | $ 14,000,947 | 5,618,678 | |||||||||||
Prime Rate | |||||||||||||
Prime rate | 2.25% | ||||||||||||
Revolving Credit Facility | |||||||||||||
Line of credit facility, maximum borrowing capacity | $ 2,000,000 | ||||||||||||
Construction Note | |||||||||||||
Principal value | $ 21,000,000 | ||||||||||||
Net proceeds of the first lot sale | (85.00%) | ||||||||||||
Net proceeds from subsequent lot sales | (75.00%) | ||||||||||||
Notes payable gross | 13,586,665 | ||||||||||||
Promissory notes (PPP loan) | |||||||||||||
Interest rate (as a percent) | 1% | ||||||||||||
Proceeds from notes payable | $ 438,500 | ||||||||||||
Loan amount forgiven | $ 438,500 | ||||||||||||
Gain on extinguishment of debt | $ 438,500 | ||||||||||||
Equipment Loan | |||||||||||||
Notes payable gross | 5,969 | 47,957 | |||||||||||
Promissory notes | |||||||||||||
Notes payable gross | 243,782 | 290,219 | |||||||||||
Lines of credit [Member] | |||||||||||||
Interest rate (as a percent) | 12% | ||||||||||||
Line of credit facility, maximum borrowing capacity | $ 12,189,000 | ||||||||||||
Extension term of debt instrument | 12 months | ||||||||||||
Payment for extension of debt | $ 121,890 | ||||||||||||
Increase (decrease) in release fee | $ 250,000 | $ (1,050,000) | |||||||||||
Release fee payment | $ 450,000 | ||||||||||||
Lines of credit [Member] | Maximum | |||||||||||||
Release fee | $ 1,800,000 | ||||||||||||
Economic Injury Disaster Loan [Member] | |||||||||||||
Interest rate (as a percent) | 3.75% | ||||||||||||
Debt instrument term | 30 years | ||||||||||||
Proceeds from notes payable | $ 150,000 | ||||||||||||
Beginning term of principal and interest payments in debt | 12 months | ||||||||||||
Notes payable gross | $ 731 | ||||||||||||
Term Loan Promissory Note [Member] | |||||||||||||
Principal value | $ 2,500,000 | ||||||||||||
Interest rate (as a percent) | 10% | ||||||||||||
Unsecured notes | |||||||||||||
Principal value | $ 400,000 | $ 1,000,000 | $ 1,000,000 | ||||||||||
Number of agreements with investor | item | 2 | 2 | |||||||||||
Original discount percentage | 3.75% | 10% | 10% | ||||||||||
Notes payable gross | $ 408,864 |
NOTES PAYABLE - Schedule of Not
NOTES PAYABLE - Schedule of Notes Payable (Details) - USD ($) | Mar. 31, 2023 | Mar. 31, 2022 |
Debt Instrument [Line Items] | ||
Notes payable gross | $ 14,000,947 | $ 5,618,678 |
Unamortized debt issuance cost | (447,154) | (215,735) |
Total notes payable | 13,553,793 | 5,402,943 |
Less: current portion | (40,969) | (235,118) |
Debt due after one year | 13,512,824 | 5,167,825 |
Equipment Loan | ||
Debt Instrument [Line Items] | ||
Notes payable gross | $ 5,969 | 47,957 |
Secured promissory note | ||
Debt Instrument [Line Items] | ||
Notes payable gross | $ 4,712,732 | |
Effective Interest Rate | 12% | 12% |
Construction Note | ||
Debt Instrument [Line Items] | ||
Notes payable gross | $ 13,586,665 | |
Effective Interest Rate | 9.75% | 9.75% |
Unsecured notes | ||
Debt Instrument [Line Items] | ||
Notes payable gross | $ 408,864 | |
Effective Interest Rate | 10% | 10% |
Promissory notes | ||
Debt Instrument [Line Items] | ||
Notes payable gross | $ 243,782 | $ 290,219 |
Effective Interest Rate | 1.09% | 1.09% |
Lines of credit [Member] | ||
Debt Instrument [Line Items] | ||
Effective Interest Rate | 5.75% | 5.75% |
Promissory notes (PPP loan) | ||
Debt Instrument [Line Items] | ||
Effective Interest Rate | 1% | 1% |
Secured disaster loan (SBA) | ||
Debt Instrument [Line Items] | ||
Notes payable gross | $ 164,531 | $ 158,906 |
Effective Interest Rate | 3.75% | 3.75% |
Minimum | Equipment Loan | ||
Debt Instrument [Line Items] | ||
Effective Interest Rate | 2.10% | 2.10% |
Maximum | Equipment Loan | ||
Debt Instrument [Line Items] | ||
Effective Interest Rate | 6.30% | 6.30% |
TRANSACTIONS WITH RELATED PAR_2
TRANSACTIONS WITH RELATED PARTIES (Details) - USD ($) | 12 Months Ended | ||
Jan. 31, 2020 | Oct. 15, 2014 | Mar. 31, 2023 | |
Related Party Transaction [Line Items] | |||
Notice period of consulting agreements | 30 days | ||
Officer | |||
Related Party Transaction [Line Items] | |||
Officers' compensation | $ 35,000 | ||
Chief Executive Officer [Member] | |||
Related Party Transaction [Line Items] | |||
Accrued compensation expense | $ 1,877,500 | ||
Non-executive Board Chairman | |||
Related Party Transaction [Line Items] | |||
Officers' compensation | $ 35,000 | ||
Principio Management LLC [Member] | Class A Common Stock | |||
Related Party Transaction [Line Items] | |||
Shares held by related party in company's subsidiary | 9,499,657 | ||
Percentage of ownership interest held by related party in company's subsidiary | 26.55% | ||
77727111, LLC | Class A Common Stock | |||
Related Party Transaction [Line Items] | |||
Shares held by related party in company's subsidiary | 10,791,701 | ||
Percentage of ownership interest held by related party in company's subsidiary | 30.16% |
SHAREHOLDERS' EQUITY (Details)
SHAREHOLDERS' EQUITY (Details) - USD ($) | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Apr. 30, 2021 | |
Preferred stock, shares authorized | 50,000,000 | ||
Accrued dividends | $ 542,160 | $ 191,765 | |
Share price | $ 25 | ||
Minimum | |||
Proceeds from issuance of common stock | $ 10,000,000 | ||
Common Stock | |||
Common stock, shares authorized | 2,100,000,000 | 2,100,000,000 | |
Class A Common Stock | |||
Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 | |
Common stock, shares issued | 35,785,858 | 35,785,858 | |
Common stock, shares outstanding | 35,785,858 | 35,785,858 | |
Class B Common Stock | |||
Common stock, shares authorized | 100,000,000 | 100,000,000 | |
Common stock, shares issued | 4,973,832 | 4,866,832 | |
Common stock, shares outstanding | 4,973,832 | 4,866,832 | |
Series A Preferred Stock | |||
Preferred stock, shares authorized | 118.47 | ||
Series A-1 Preferred Stock | |||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | 48.27 |
Accrued dividends | $ 8,000 | ||
Conversion price | $ 25 | ||
Series A-2 Preferred Stock | |||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | 19.45 |
Accrued dividends | $ 8,000 | ||
Conversion price | $ 21 | ||
Series A-3 Preferred Stock | |||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | 50.75 |
Conversion price | $ 15 |
SHARE-BASED COMPENSATION (Detai
SHARE-BASED COMPENSATION (Details) - 2015 Equity Incentive Plan (the "2015 Plan") - USD ($) $ in Millions | 12 Months Ended | ||
Feb. 26, 2015 | Mar. 31, 2023 | Mar. 31, 2022 | |
Share-based compensation arrangement by share-based payment award, percentage of outstanding stock maximum | 30% | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 808,786 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 2,458,960 | 1,650,174 | 1,650,174 |
Nonqualified options | |||
Share-based compensation arrangement by share-based payment award, award vesting rights, percentage | 33% | ||
Share-based compensation arrangement by share-based payment award, expiration period | 10 years | ||
Restricted Stock | Minimum | |||
Vesting period | 3 years | ||
Restricted Stock | Maximum | |||
Vesting period | 4 years | ||
Class B Common Stock | Restricted Stock | |||
Stock options, granted | shares | 112,000 | ||
Aggregate grant date fair value | $ 2.8 | ||
Shares forfeited | 5,000 | 125,000 |
SHARE-BASED COMPENSATION - Stoc
SHARE-BASED COMPENSATION - Stock Option Activity (Details) - $ / shares | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
SHARE-BASED COMPENSATION | ||
Stock Option, Outstanding Beginning Balance | shares | 200,000 | |
Stock Option, Ending Balance | shares | 200,000 | 200,000 |
Stock Option, Exercisable | shares | 200,000 | |
Grant Date Weighted Average Exercise Price, Outstanding Beginning Balance | $ 6.34 | |
Grant Date Weighted Average Exercise Price, Outstanding Ending Balance | 6.34 | $ 6.34 |
Grant Date Weighted Average Exercise Price, Exercisable | $ 6.34 | |
Weighted Average Remaining Contractual in Years, Outstanding Ending | 8 years 10 months 24 days | 8 years 10 months 24 days |
Weighted Average Remaining Contractual in Years, Exercisable | 8 years 10 months 24 days |
INCOME TAXES - Net Deferred Tax
INCOME TAXES - Net Deferred Tax Assets (Details) - USD ($) | Mar. 31, 2023 | Mar. 31, 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 | $ 0 | $ 0 |
INCOME TAXES - Statutory Tax Ra
INCOME TAXES - Statutory Tax Rates (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
INCOME TAXES | ||
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 | $ 0 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Valuation allowance | $ 13,272,724 | $ 11,752,696 |
Change in valuation allowance | 1,520,028 | 1,714,599 |
Net operating loss carryforwards | 9,014,311 | 7,939,720 |
Provision for income taxes | 2,400 | 0 |
Increase (decrease) in deferred tax assets, operating loss carryforwards | (11,500,000) | |
Increase (decrease) in deferred tax assets, other | $ 300,000 | |
Federal and State Tax Authority [Member] | ||
Net operating loss carryforwards | 36,800,000 | |
Operating loss carryforwards, subject to expiration | 14,900,000 | |
Operating loss carryforwards, not subject to expiration | $ 21,900,000 |
SEGMENT REPORTING - Description
SEGMENT REPORTING - Description (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 USD ($) | Apr. 30, 2021 USD ($) | Sep. 30, 2021 USD ($) | Mar. 31, 2023 USD ($) segment customer | Mar. 31, 2022 USD ($) segment | Dec. 31, 2018 a | |
Segment Reporting Information [Line Items] | ||||||
Number of reportable segments | segment | 2 | 2 | ||||
Number of major customers | customer | 1 | |||||
Proceeds from issuance of unsecured tax exempt bonds | $ 65,200,000 | |||||
Proceeds from tax exempt bonds to be used to fund the public improvements | $ 51,200,000 | |||||
Sale price | $ 5,900,000 | |||||
Gain on sale of assets | $ 4,800,000 | $ (5,909) | $ 4,798,291 | |||
Accounts receivable | Customer | Customer A | ||||||
Segment Reporting Information [Line Items] | ||||||
Concentration risk, percentage | 33% | |||||
Accounts receivable | Customer | Customer B | ||||||
Segment Reporting Information [Line Items] | ||||||
Concentration risk, percentage | 19% | |||||
Accounts receivable | Customer | Customer C | ||||||
Segment Reporting Information [Line Items] | ||||||
Concentration risk, percentage | 13% | |||||
Revenue | Customer | Customer A | ||||||
Segment Reporting Information [Line Items] | ||||||
Concentration risk, percentage | 82% | |||||
Land Improvements | ||||||
Segment Reporting Information [Line Items] | ||||||
Area of Land | a | 620 |
SEGMENT REPORTING - Reportable
SEGMENT REPORTING - Reportable Segments (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Segment Reporting Information [Line Items] | ||
Revenue | $ 827,515 | $ 2,777,950 |
Gross profit (loss) | (341,402) | 406,841 |
Property, plant and equipment, net | 2,233,971 | 2,444,821 |
Land under development | 14,939,567 | 6,973,634 |
Operating segments | ||
Segment Reporting Information [Line Items] | ||
Revenue | 827,515 | 2,777,950 |
Gross profit (loss) | (341,402) | 406,841 |
Selling, general and administrative | 6,939,385 | 11,650,453 |
Property, plant and equipment, net | 2,233,971 | 2,444,821 |
Land under development | 14,939,567 | 6,973,634 |
Operating segments | Aggregates | ||
Segment Reporting Information [Line Items] | ||
Revenue | 795,077 | 2,777,950 |
Gross profit (loss) | (373,840) | 406,841 |
Selling, general and administrative | 600,090 | 682,459 |
Property, plant and equipment, net | 2,233,971 | 2,434,896 |
Operating segments | Rail Park | ||
Segment Reporting Information [Line Items] | ||
Revenue | 32,438 | |
Gross profit (loss) | 32,438 | |
Land under development | 14,939,567 | 6,973,634 |
Operating segments | Other/Corporate | ||
Segment Reporting Information [Line Items] | ||
Selling, general and administrative | $ 6,339,295 | 10,967,994 |
Property, plant and equipment, net | $ 9,925 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Additional Information (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2023 | Feb. 28, 2022 | |
COMMITMENTS AND CONTINGENCIES. | ||
Corporate office lease term | 5 years | |
Lease expense | $ 87,134 | |
Undiscounted reclamation liability | $ 366,000 | |
Reclamation liability settlement term | 20 years | |
Reclamation liabilities review period | 3 years |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Schedule of Reconciliation of Carrying Amount of Accrued Reclamation Liabilities (Details) | 12 Months Ended |
Mar. 31, 2023 USD ($) | |
COMMITMENTS AND CONTINGENCIES. | |
Balance at beginning of period | $ 131,552 |
Liabilities incurred | 0 |
Accretion expense | 13,155 |
Balance at end of period | $ 144,707 |