p
美国
证券交易委员会
华盛顿特区20549
表格
（标记一）
根据1934年证券交易法第13或15(d)节的季度报告 |
截至季度结束日期的财务报告
or
根据1934年证券交易法第13或15(d)节的转型报告书 |
在从 到过渡期间
委托文件编号：001-39866
(根据其章程规定的注册人准确名称)
(所在州或其他司法管辖区) | （IRS雇主 |
成立或组织的州） | 唯一识别号码） |
，（主要行政办公地址） | （邮政编码） |
( | |
(注册人电话号码，包括区号) 根据证券法第12(b)条注册的证券： | |
每一类的名称 |
| 交易标志 |
| 在其上注册的交易所的名称 |
请在以下方框内打勾：(1) 在过去的12个月内(或者在注册公司需要提交此类报告的较短时期内)，公司已经提交了根据证券交易法1934年第13或15(d)条规定需要提交的所有报告；以及 (2) 在过去的90天内，公司一直受到了此类报告提交的要求。
在过去的12个月内（或Registrant需要提交此类文件的更短期限内），是否已提交按照S-T法规405条规定需要提交的每个交互式数据文件？
请在交易所法规则120.2规定的“大型加速申报人”、“加速申报人”、“小型报告公司”和“新兴成长公司”的定义中选中相应选项。
大型加速报告人 | ☐ | ☒ | |
非加速文件提交人 | ☐ | ☐ | |
新兴成长公司 |
如果是新兴成长型企业，请勾选是否选择不使用按照《证券交易法》第13(a)条规定的新或修订财务会计准则的过渡期。 ☐
请在选项前打勾表示该注册公司是外壳公司（定义在《证券交易法》规则120亿.2条款中）。是
截至2024年10月31日，注册人拥有
2
关于前瞻性声明的注意事项
本季度报告10-Q表中包含根据修改后的1933年证券法第27A条和1934年证券交易法第21E条的“前瞻性陈述”，除本报告中包含的历史事实陈述外，关于我们的策略、未来运营、财务状况、估计的营业收入和损失、预计的成本、前景、计划和管理目标均为前瞻性陈述。本季度报告中使用的“可能”，“相信”，“预计”，“打算”，“估计”，“期望”，“计划”和类似表达都是为了确定前瞻性陈述，尽管并非所有前瞻性陈述都包含这些识别词。这些前瞻性陈述基于管理层对未来事件的当前期望和假设，是基于目前可获得的关于未来事件的结局和时间的信息。在考虑前瞻性陈述时，应记住该季度报告中描述的风险因素和其他警告性陈述，包括但不限于“项目1A.风险因素”部分，以及Ramaco Resources公司在2023年12月31日结束的年度报告10-k文件中包括的其他地方，该年度报告已于2024年3月14日在美国证券交易委员会（SEC）上进行了备案，以及公司向SEC提交的其他文件。
前瞻性声明可能包括以下方面：
| ● | 预期生产水平、成本、销售量和营业收入； |
| ● | 完成重大资本项目的时间和能力； |
| ● | 冶金煤和钢铁行业的经济条件; |
| ● | 开发计划和未来矿山开采运营的预期成本，包括建设必要的加工、废弃物处理和运输设施的成本; |
| ● | 我们冶金煤储量的估计数量或质量; |
| ● | 如有必要，我们能否以优惠条件获得额外融资，以完成收购额外的冶金煤储量或资助我们业务的运营和增长; |
| ● | 维护、运营或其他费用或其时间变更; |
| ● | 我们客户的财务状况和流动性; |
| ● | 煤炭市场竞争; |
| ● | 冶金煤或动力煤价格; |
| ● | 遵守严格的国内外法律法规，包括环保、气候变化和健康安全法规，以及许可要求，以及监管环境的变化，采用新的或修订后的法律，法规和许可要求; |
| ● | 我们可能面临法律诉讼和监管调查; |
| ● | 天气和自然灾害对需求、生产和运输的影响; |
| ● | 主要客户的采购和我们更新销售合同的能力; |
| ● | 客户、供应商、承包采矿商、联运商、交易商、银行和其他金融交易对手存在的信用和绩效风险; |
| ● | 与矿业有关的地质、设备、许可、现场访问、运营风险以及新技术; |
| ● | 运输的可用性、绩效和成本; |
| ● | 关键物资、资本设备或柴油、钢铁、炸药和轮胎等大宗商品的供应、交付时间和成本的可用性; |
| ● | 监管机构及时审查和批准许可证、许可证更新、延期和修订; |
| ● | 我们遵守特定债务契约的能力; |
| ● | 需要支付本财政年度的税款; |
| ● | 我们关于股息支付的预期和能够进行此类支付的能力; |
| ● | 先前收购的预期收益和影响； |
| ● | 与俄罗斯入侵乌克兰及国际社会的回应相关的风险； |
| ● | 全球经济疲软和通胀相关的风险； |
| ● | 与公司的跟踪股结构以及其碳矿石-稀土（“CORE”）资产分开表现相关的风险；并且 |
| ● | 本季度报告中识别出的其他风险不属于历史风险。 |
3
我们提醒您，这些前瞻性陈述存在许多难以预测并且大部分超出我们控制范围的风险、不确定性和假设，这些风险涉及开发、生产、采集和销售煤。此外，我们在一个竞争激烈且快速变化的环境中运营，可能会不时出现额外的风险。我们的管理层无法预测与我们业务相关的所有风险，也无法评估所有因素对我们业务的影响，以及任何因素，或任何因素的组合，可能导致实际结果与我们可能提出的任何前瞻性陈述中所包含的结果有实质不同。尽管我们相信，我们在本季度报告中提出的计划、意图和期望是合理的，但我们不能保证这些计划、意图或期望将实现或发生，实际结果可能与在前瞻性陈述中预期或暗示的结果有实质差异且不利。鉴于这些风险和不确定性，投资者不应过分依赖前瞻性陈述作为实际结果的预测。
本季度报告中包含的所有前瞻性陈述，无论是明示或暗示，均受到本警示性声明的明确限制，并仅适用于本季度报告的日期。这个警示性声明还应该在考虑我们或代表我们行事的人之后可能发布的任何随后的书面或口头前瞻性陈述时进行考虑。
除非适用法律另有规定，我们否认任何更新任何前瞻性陈述的义务，所有这些陈述均受到本节中的声明明确限制，以反映本季度报告之后的事件或情况。
4
第一部分 - 财务信息
项目1。基本报表
Ramaco Resources, Inc.
未经审计的简明合并资产负债表
|
|
| |||||
以千为单位，不包括份额和每股信息 |
| 2024年9月30日 |
| 2023年12月31日 |
| ||
资产 |
|
|
| ||||
流动资产 |
|
|
| ||||
现金及现金等价物 | $ | | $ | | |||
应收账款 |
| |
| | |||
存货 |
| |
| | |||
预付费用和其他 |
| |
| | |||
总流动资产 |
| |
| | |||
固定资产净额 |
| |
| | |||
融资租赁的使用权资产(净) | | | |||||
爱文思控股煤炭版块 |
| |
| | |||
其他 |
| |
| | |||
总资产 | $ | | $ | | |||
负债和股东权益 | |||||||
负债 | |||||||
流动负债 | |||||||
应付账款 | $ | | $ | | |||
应计负债 |
| |
| | |||
退休负债的当前部分 |
| |
| | |||
开多次数 |
| |
| | |||
融资租赁偿还的当前部分 | | | |||||
保险融资责任 | — | | |||||
流动负债合计 |
| |
| | |||
资产养老责任，净额 |
| |
| | |||
长期负债净额 |
| |
| | |||
长期融资租赁负债净额 | |
| | ||||
优先票据，净额 | |
| | ||||
递延所得税负债，净额 |
| |
| | |||
其他长期负债 | | | |||||
负债合计 |
| | | ||||
承诺和 contingencies |
|
| |||||
股东权益 | |||||||
优先股，$0.0001 |
|
| |||||
A类普通股， $ | | | |||||
Class b common stock, $ | | | |||||
额外实收资本 |
| |
| | |||
保留盈余 |
| |
| | |||
股东权益合计 |
| |
| | |||
负债和股东权益总计 | $ | | $ | | |||
附带说明是这些未经审计的简化合并财务报表的组成部分。
5
Ramaco Resources, Inc.
未经审计的简化合并收支表
截至2023年9月30日的三个月 | 截至2023年9月30日的九个月 | ||||||||||||
以千为单位，除每股金额外 |
| 2024 |
| 2023 |
| 2024 |
| 2023 |
| ||||
营业收入 |
| $ | |
| $ | |
| $ | |
| $ | |
|
费用和支出 | |||||||||||||
Equity Distribution Agreement |
| |
| |
| |
| | |||||
养老负债增加 |
| |
| |
| |
| | |||||
折旧、资源递耗和摊销 |
| |
| |
| |
| | |||||
销售、总务和管理费用 |
| |
| |
| |
| | |||||
总成本和费用 |
| |
| |
| |
| | |||||
营业利润 |
| |
| |
| |
| | |||||
其他收入（费用）净额 |
| ( |
| |
| |
| | |||||
利息费用，净额 |
| ( |
| ( |
| ( |
| ( | |||||
税前收益（亏损） |
| ( |
| |
| |
| | |||||
所得税费用 |
| |
| |
| |
| | |||||
| $ | ( | $ | | $ | | $ | | |||||
每股盈余（亏损）* | |||||||||||||
基础 - 单一分类 (截止至2023年6月20日) | $ | — | $ | — | $ | — | $ | | |||||
基础 - A类 | $ | ( | $ | | $ | | $ | | |||||
总计 | $ | ( | $ | | $ | | $ | | |||||
基础 - B类 | $ | | $ | | $ | | $ | | |||||
稀释 - 单一类别（截至2023年6月20日） | $ | — | $ | — | $ | — | $ | | |||||
Diluted - Class A | $ | ( | $ | | $ | | $ | | |||||
总计 | $ | ( | $ | | $ | | $ | | |||||
Diluted - Class b | $ | | $ | | $ | | $ | | |||||
* 请参考附注10进行每股普通股收益计算 | |||||||||||||
附带说明是这些未经审计的简化合并财务报表的组成部分。
6
Ramaco Resources, Inc.
未经审计的股东权益简明合并报表
A班 | B类 | 额外的 | 总和 | ||||||||||||
| 普通股 | 普通股 |
| 已付 |
| 留存收益 |
| 股东权益 | |||||||
以千为单位 |
| Stock * | 股票 |
| 实收资本 |
| 收益 |
| 股权 | ||||||
2024年1月1日的余额 | $ | | $ | | $ | | $ | | $ | | |||||
基于股票的报酬 |
| |
| — |
| |
| — |
| | |||||
股份被用于支付代扣税款 | ( | — | ( | — | ( | ||||||||||
宣布现金分红和股息等值 | — | — |
| — |
| ( |
| ( | |||||||
净利润 |
| — |
| — |
| — |
| |
| | |||||
2024年3月31日结存余额 | | | | | | ||||||||||
基于股票的报酬 |
| — |
| — |
| |
| — |
| | |||||
宣布现金股利和股利等值物 | — | — |
| — |
| ( |
| ( | |||||||
股份交付以支付应付代扣税款 | ( | ( | ( | — | ( | ||||||||||
净利润 |
| — |
| — |
| — |
| |
| | |||||
2024年6月30日余额 | | | | | | ||||||||||
基于股票的报酬 |
| — |
| — |
| |
| — |
| | |||||
期权行权 | | — |
| |
| — |
| | |||||||
股份已交付以支付预扣税款 | — | — |
| ( |
| — |
| ( | |||||||
宣布现金分红和股息等值物 | — | — |
| — |
| ( |
| ( | |||||||
|
| — |
| — |
| — |
| ( |
| ( | |||||
2024年9月30日的余额 | $ | | $ | | $ | | $ | | $ | | |||||
2023年1月1日余额 | $ | | $ | — | $ | | $ | | $ | | |||||
基于股票的报酬 |
| | — |
| |
| — |
| | ||||||
股份用于支付预扣税 | ( | — | ( | — | ( | ||||||||||
调整先前宣布的分红派息 | — | — | — | ( | ( | ||||||||||
净利润 |
| — | — |
| — |
| |
| | ||||||
2023年3月31日的余额 | | — | | | | ||||||||||
基于股票的报酬 | — | — | | — | | ||||||||||
宣布现金分红和股息等额 |
| — | — |
| — |
| ( |
| ( | ||||||
宣布并分红派息 | — | | | ( | — | ||||||||||
股份被交付以支付代扣税款 | ( | ( |
| ( |
| — |
| ( | |||||||
净利润 |
| — | — |
| — |
| |
| | ||||||
2023年6月30日的余额 | | | | | | ||||||||||
* 普通股在2023年Q2重新分类为A类普通股。请参考注释6。 | |||||||||||||||
基于股票的报酬 |
| — |
| — |
| |
| — |
| | |||||
宣布现金分红和股利等值物 | — | — | — | ( | ( | ||||||||||
净利润 |
| — |
| — |
| — |
| |
| | |||||
2023年9月30日结余 | $ | | $ | | $ | | $ | | $ | | |||||
附带说明是这些未经审计的简化合并财务报表的组成部分。
7
Ramaco Resources, Inc.
未经审计的现金流量简明合并报表
截至2023年9月30日的九个月 | |||||||
以千为单位 |
| 2024 |
| 2023 | |||
经营活动现金流量： |
|
|
|
| |||
净利润 | $ | | $ | | |||
调整净利润以获取经营活动的净现金流量： | |||||||
资产退休责任增值 |
| |
| | |||
折旧、资源递耗和摊销 |
| |
| | |||
债务发行成本摊销 |
| |
| | |||
基于股票的报酬 |
| |
| | |||
其他 | ( | ( | |||||
延迟所得税 |
| |
| | |||
经营性资产和负债变动: | |||||||
应收账款 |
| |
| ( | |||
预付费用和其他流动资产 |
| |
| | |||
存货 |
| ( |
| ( | |||
其他资产和负债 |
| ( |
| ( | |||
应付账款 |
| |
| | |||
应计负债 |
| |
| | |||
经营活动产生的现金流量净额 |
| |
| | |||
投资活动现金流量： | |||||||
资本支出 |
| ( |
| ( | |||
Maben准备厂资本支出 | ( | — | |||||
其他 | ( | | |||||
投资活动产生的净现金流出 | ( | ( | |||||
筹集资金的现金流量： | |||||||
借款收入 |
| |
| | |||
来自行权期权的收益 | | — | |||||
分红支付 | ( | ( | |||||
偿还借款 |
| ( |
| ( | |||
偿还与Ramaco Coal收购融资相关的相关方 | — | ( | |||||
保险融资的偿还 | ( | ( | |||||
设备融资租赁的偿还 | ( | ( | |||||
用于支付代扣税款的股票已经交回 | ( | ( | |||||
筹集净现金流量 |
| ( |
| ( | |||
期初现金及现金等价物和受限制的现金净额 |
| ( |
| | |||
现金及现金等价物和受限制的现金期初余额 |
| |
| | |||
现金及现金等价物和受限制的现金期末余额 | $ | | $ | | |||
非现金投资和筹资活动: | |||||||
根据新的融资租赁取得的已租用资产 |
| |
| | |||
计入应付账款及应计费用的资本支出 |
| |
| | |||
融资保险 | — | | |||||
应付的分红和分红权益 |
| |
| | |||
附带说明是这些未经审计的简化合并财务报表的组成部分。
8
Ramaco Resources, Inc.
财务报表未审计的附注
备注1—业务和展示基础
Ramaco Resources,Inc.（下文中简称“公司”、“Ramaco”、“我们”或“我们的”）是一家成立于2016年10月的特拉华州注册公司。我们的总公司和执行办公室位于肯塔基州列克星顿，业务办公室分布在西弗吉尼亚州夏利斯顿和怀俄明州谢里登。我们是南西弗吉尼亚和西南弗吉尼亚地区高品质、低成本冶金煤的运营商和开发商。我们还控制着怀俄明州谢里登附近的矿产储量，作为公司关于潜在的稀土元素和重要矿产的开采计划的一部分，以及煤炭转化为碳基产品和材料的潜在商业化。
报告范围这些中期财务报表是未经审计的，并根据SEC关于中期财务报告的规定编制。某些披露已在这些财务报表中进行了概述或省略。因此，它们不包括所有根据美国通用会计准则（“GAAP”）对完整合并财务报表和相关附注所要求的所有信息和附注，应结合我们截至2023年12月31日的年度10-k表格中载明的审计合并财务报表和相关附注一起阅读。
据公司看法，随附的未经审计简明合并财务报表包括所有必要的调整，仅包括正常循环调整，以便公正陈述截至2024年9月30日公司财务状况以及所呈现的所有时期的经营业绩和现金流量。在编制随附的财务报表时，管理层已作出影响简明合并财务报表和相关事项披露的报告金额的某些估计和假设。实际结果可能与这些估计有所不同。中期时段的结果未必指示年度结果。合并实体之间的内部往来余额和交易已予以消除。
在截至2024年9月30日的九个月内，公司的重大会计政策没有发生重大变化。
最近的会计声明2023年11月，财务会计准则委员会（“FASB”）发布了会计准则更新（“ASU”）2023-07号。 分部报告（主题 280）：报告服务部门（主题 280）变更披露方式，通过升级对意义重大的分部费用的披露来改进分部报告披露要求。该准则适用于 2023 年 12 月 15 日之后的财年和 2024 年 12 月 15 日之后的财年间隔期。该准则必须适用于财务报表中呈现的所有期间的追溯。该公司目前正在评估该标准对合并财务报表的影响。 （“ASU 2023-07”）。ASU 2023-07中的修订要求增加了与上市实体的报告分部有关的额外披露，并增加了大多数分部披露的频率。ASU要求的额外披露包括定期向首席经营决策者（“CODM”）提供的重要分部费用，并纳入分部利润或损失的计量内，CODM的头衔和职位，以及CODM如何使用报告的分部利润或损失衡量绩效和分配资源的解释，以及用来协调分部收入、重要费用和报告的利润或损失的其他分部项目的金额和构成。ASU还扩展了中期披露要求，使几乎所有年度定量分部披露都将在中期基础上进行，并要求只有一个可报告分部的实体提供所有未在主要财务报表中明显的分部披露，包括重要分部费用，与管理评估绩效的方法一致。ASU 2023-07自Ramaco的2024年度财务报表起生效，并以后每季度进行。要求进行追溯应用。公司目前正在评估ASU的影响；但是，增加的披露可能在采用后发生。
2023年12月，FASB发布了ASU 2023-09，所得税（主题740）：改进所得税披露。该标准要求上市的业务实体在每年披露税率调节表的特定类别，并为满足数量门限的调节项目提供其他信息（如果这些调节项目的影响相当于或大于将税前收入（或损失）与适用的法定所得税率相乘所得金额的5%）。它还要求所有实体每年披露按联邦、州和外国税种分解的所支付的所得税（扣除退款），以及按所支付的所得税（扣除退款）在个别司法管辖区分解的金额，当所支付的所得税（扣除退款）相当于或大于所支付的总所得税（扣除退款）的5%时。最后，该标准取消了要求所有实体披露未识别税务负债余额在未来12个月内合理可能变动范围的性质和估计，或声明无法估算范围的要求。该标准对公司自2026年1月1日开始的年度适用。可以提前采纳该标准。该标准应以前瞻性基础应用。允许追溯适用。公司目前正在评估该标准可能对其财务报表产生的影响。 《ASU 2023-09》中的修订要求报告实体披露年度所支付的净所得税（扣除退款），按联邦、州和外国税额细分，并为达到或超过净所得税总额5%的个别司法管辖区提供额外的细分信息。《ASU 2023-09》还要求上市公司在其年度税率协调表中披露有关联邦、州和外国所得税的额外类别信息，并在某些类别的情况下提供更多信息。
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定量门槛已达到。ASU还将要求披露金额 and 在年度利率调节表中以百分比为单位，而不是金额 or 百分比，并将取消与不确定税务事项和未确认递延税债务相关的某些现有披露要求。ASU 2023-09自Ramaco的2025年年度财务报表起生效，并可前瞻性地适用于仅提供2025年所需的所得税披露，或通过为所有提出的周期提供修订后的披露来追溯性地提供。允许提前采纳。公司目前正在评估ASU的影响；但是，在采纳后，公司很可能会在2025年的年度财务报表中前瞻性地提供额外披露。
2024年11月，即财务报表日期之后，FASB发布了ASU 2024-03。 收入表格-综合收入报告-费用细分披露（专题220-40）：收入表格费用的细分 （“ASU 2024-03”）。 ASU 2024-03的修改要求上市公司在财务报表附注中披露，包括关于某些成本和费用的特定信息，包括库存购买、员工薪酬以及折旧、摊销和减值费用等方面在其中的费用的每个标题。ASU 2024-03自公司2027年起的年度财务报表开始生效，并随后每季度生效。可以提前采纳，并且修订可能按照前瞻性适用于生效日期后的报告期间，或者按照回顾性适用于财务报表中呈现的所有期间。公司目前正在评估ASU可能对其披露产生的影响程度。
备注2-存货
存货 如下：
(以千为单位) |
| 2024年9月30日 |
| 2023年12月31日 | ||
原煤 | $ | | $ | | ||
可销售煤 | | | ||||
用品 |
| |
| | ||
总存货 | $ | | $ | | ||
附注3—物业、计划和设备
固定资产净额 如下：
(以千为单位) |
| 2024年9月30日 |
| 2023年12月31日 | |||
植物和设备 | $ | | $ | | |||
矿产和矿权 | | | |||||
在建工程 |
| |
| | |||
资金化的矿业开发成本 |
| |
| | |||
减：累计折旧、减值和摊销费用 |
| ( |
| ( | |||
总资产、厂房和设备，净额 | $ | | $ | | |||
2024年9月30日，公司更新了与资产退休义务相关的未来支出金额和时间。此调整导致资本化的矿山开发成本增加了$
公司从外国税务机关获得了xx百万美元的可退还研发抵免额。
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折旧、资源递耗和摊销 included:
截至2023年9月30日的三个月 | 截至2023年9月30日的九个月 | ||||||||||||
(以千为单位) |
| 2024 |
| 2023 |
| 2024 |
| 2023 |
| ||||
固定资产折旧 | $ | | $ | | $ | | $ | | |||||
租赁资产的摊销（融资租赁） | | | | | |||||||||
资本化后的摊销和递耗 | |||||||||||||
矿业开发成本和矿权 |
| |
| |
| |
| | |||||
折旧、耗尽和摊销总额 | $ | | $ | | $ | | $ | | |||||
克诺克斯溪颚矿的关闭导致矿山开发成本摊销费用增加了$
注释 4—债务
未偿债务包括以下内容：
(以千为单位) |
| 2024年9月30日 |
| 2023年12月31日 | ||
循环授信设施 | $ | | $ | | ||
设备贷款 | | | ||||
优先票据，净收益 |
| |
| | ||
Maben煤收购的融资 | — | | ||||
总债务 | $ | | $ | | ||
开多次数 |
| |
| | ||
长期负债净额 | $ | | $ | | ||
循环信贷工具—2024年5月3日，公司与多家贷款方签署了《第一修正协议》，对第二次修订的信贷和安全协议进行修订，其中包括KeyBank National Association（“KeyBank”）和多家贷款方，以延长到期日和增加该设施规模等内容。经修订的设施（“循环信贷工具”）将于2029年5月3日到期，并提供了一项初始的总循环承诺金额为$
经修订贷款额度的借款基数在2024年9月30日为
Revolving loans under the amended facility bear interest at either the base rate plus
The terms of the Revolving Credit Facility include covenants limiting the ability of the Company to incur additional indebtedness, make investments or loans, incur liens, consummate mergers and similar fundamental changes, make restricted payments, and enter into transactions with affiliates. The terms of the facility also require the Company to maintain certain covenants, including fixed charge coverage ratio and compensating balance requirements. A fixed charge coverage ratio of not less than
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公平价值—截至2024年9月30日和2023年12月31日，公司的Senior Notes估计公允价值约为$
流动部分长期债务—截至2024年9月30日，公司的短期债务包括$
其他板块—融资租赁义务以及与保险保费融资相关的责任未包括在上述披露中。
备注5 - 应计负债及其他长期负债
应计负债 2024年9月30日的负债包括累计的赔偿金$
自保险该公司自我投保某些与职工赔偿索赔和1969年修订的联邦煤矿安全与健康法案以及员工医疗费用有关的损失。公司购买保险以减少对这些索赔的重要水平的风险。自我投保的损失根据截至资产负债表日的未投保索赔的总体责任的估算来计提，使用索赔数据和精算假设，因此由于各种因素而存在不确定性。
这些款项的估计总责任额为$
用于潜在未来员工赔偿索赔的托管资金被视为受限现金，并已包括在凝聚资产负债表的其他流动资产中。限制现金余额为$
注6-股权
普通股-2023年6月12日，公司修订和重申公司章程的修正案经股东投票批准，将现有普通股重新分类为A类普通股，并创建一个单独的B类普通股。
B类普通股的首次分配发生在2023年6月21日，通过股票股利向截至2023年5月12日持有普通股的现有持有人分配。在初次分配之日，每名普通股持有人收到
B类普通股的分配为现有公司普通股持有人提供参与公司核心资产财务表现的机会，与公司的冶金煤业务分开进行，独立进行。核心资产最初作为公司在2022年第二季度收购Ramaco Coal的一部分而获得。核心资产的财务业绩包括基于公司当前预期的以下非成本承受的营业收入流。
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| ● | 从与Ramaco煤和Amonate矿藏相关的版税中获得的版税费用，我们相信接近 |
| ● | 基于每吨在我公司制备厂加工的煤和每吨在公司铁路装车设施装载的煤 $ |
| ● | 未来的营业收入将来自于爱文思控股的先进碳产品，以及稀土元素和重要矿产计划。 |
公司已支付相当于总费用的分红派息；然而，任何宣布并支付的分红金额均受公司董事会全权裁量。
此外，董事会保留了更改或添加与CORE相关的支出分配政策，重新定义CORE资产，并随时单方面重新确定CORE每吨使用费的权力，而无需股东批准。持有A类普通股的股东在董事会宣布并支付分红时仍有权收取分红，但要受到与支付分红相关的任何法定或合同限制以及适用于未偿付优先股的任何先前权利和偏好的约束。
CORE不是独立的法律实体，b类普通股持有人不拥有对CORE资产的直接利益。b类普通股持有人是Ramaco Resources，Inc.的股东，承担公司作为整体的所有风险和责任。
关于投票权，A类普通股持有人和 普通股一起作为一个单一类别就提交给股东投票的所有事项投票，并有权每股
就清算权而言，普通股持有人有权在支付债务和优先股清算优先权后，按比例收到分配给股东的资产。即，在清算时，对剩余净资产的权利在A类和B类普通股持有人之间是平等的。在清算事件中，B类普通股持有人没有特定的核心资产权利。
董事会还保留自主权，可以自行决定，根据每类股票的一个日加权平均价格，将所有未偿还的B类普通股转换为A类普通股。
追踪股票的初始分发被记录为公允价值的股票股利，据估计每股价值$。
股权奖励-股票奖励支出总额为$
限制性股票-在2024年第一季度向某些高管、关键员工和董事授予了A类限制性股票，其授予日公允价值为xx美元。我们在2022年第一季度向某些高管和员工授予了百万受限制的股票单位（即“RSUs”），这些单位一般在授予日后每年分别分期归属。
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员工获得的奖励的公允价值为$
限制性股票单位（“RSUs”）—我们在2022年第一季度向某些高管和员工授予了百万受限制的股票单位（即“RSUs”），这些单位一般在授予日后每年分别分期归属。
绩效股单位（“PSUs”）—我们在2024年第一季度向某些高级执行人员和关键员工授予了A类绩效股单位。这些奖励大约在
绩效股本单位按照市场条件确认为奖励，因为控件取决于相对于一组同行公司的总股东回报。2024年第一季度授予的绩效股本单位目标数量是
项修改 2024年第一季度公司一名高管的辞职及员工与公司达成的离职协议导致股票报酬费用净支出为$
分红派息-董事会宣布在2023年12月6日关于A类普通股的现金股息的
于2024年5月8日，公司宣布其董事会宣布了$的现金股息
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2022年12月8日，公司宣布董事会宣布每股普通股约 $
每股普通股的现金分红金额为$
注7—承诺和或有事项
环保母基负债—在支出被认为是可能的并且能够合理估计时，环境负债就被确认。负债的衡量基于当前颁布的法律法规、现有技术和未打折的特定场地成本。一般情况下，这种确认会与正式行动计划的承诺相一致。
保证金债券—根据州法律的规定，我们需要发帖还原债券以确保还原工作完成。我们还有一小额保证金债券用于担保履约义务。2024年9月30日尚未偿还的债券总额约为$
煤炭租赁和相关的产权承诺我们根据协议租用煤炭储量，要求在开采和销售煤炭时支付Royalty。其中许多协议要求支付最低年度Royalty，无论开采和销售的煤炭数量如何。总Royalty支出分别为2011年9月30日和2013年9月30日结束的三个月为$ X百万和2011年9月30日和2013年9月30日结束的九个月为$ X百万。这些协议通常具有直至开采完所有矿井和可销售煤炭的条款。Royalty或通行费是基于我们开采的煤炭的毛售价的一定比例。
运输购买承诺通过铁路合同和出口码头，我们确保了煤炭运输的能力，有时候这些项目是通过保证购买安排融资的。截至2024年9月30日，公司在保证购买安排下的剩余承诺总额为$
诉讼。——我们不时面临各种诉讼和公司正常经营过程中的其他索赔。与此类不确定因素相关的损失将在损失可能和金额可以合理估计时计提。在财务报表中尚未因此类事项计提损失。某些伤害相关事项可能出现损失；但是，由于此类诉讼尚未充分经历发现和重要事实以及法律问题的发展，目前无法估计可能损失的区间。
2018年11月5日，
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substituted ACE American Insurance Company as a defendant in place of Chubb INA Holdings, Inc. The trial in the matter commenced on June 29, 2021, in Charleston, West Virginia.
On July 15, 2021, the jury returned a verdict in our favor for $
On April 1, 2022, we filed a notice of appeal with the U.S. Court of Appeals for the Fourth Circuit. On July 20, 2023, the court rendered a decision reinstating the jury’s $
The defendants fully paid during 2023 the contract damages and interest portion of the judgment related to contract (compensatory) damages in the court’s order and that portion of the matter is considered closed. On April 24, 2024, the Court stated Ramaco is entitled to reasonable attorney fees for both the appeal and the first trial, adding there will be a full Hayseeds trial under the timelines set forth above. Regarding the court’s determination and award of attorney’s fees, the Company accrued a loss recovery asset of approximately $
NOTE 8—REVENUE
Our revenue is derived from contracts for the sale of coal and is recognized when the performance obligations under the contract are satisfied, which is at the point in time control is transferred to our customer. Generally, domestic sales contracts have terms of about
Disaggregated information about Revenue is presented below:
Three months ended September 30, | Nine months ended September 30, | |||||||||||
(In thousands) |
| 2024 |
| 2023 | 2024 |
| 2023 | |||||
Coal Sales |
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North American revenue | $ | | $ | | $ | | $ | | ||||
Export revenue, excluding Canada |
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Total revenue | $ | | $ | | $ | | $ | | ||||
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Revenue for the three months and nine months ended September 30, 2024 includes a $
As of September 30, 2024, the Company had outstanding performance obligations of approximately
Concentrations—During the three months ended September 30, 2024, sales to
NOTE 9—INCOME TAXES
Income tax provisions for interim periods are generally based on an estimated annual effective income tax rate calculated separately from the effect of significant, infrequent, or unusual items related specifically to interim periods. The income tax impacts of discrete items are recognized in the period these occur.
Our effective tax rate for the three months ended September 30, 2024 and September 30, 2023 was
NOTE 10—EARNINGS (LOSS) PER SHARE
Earnings per share (“EPS”) is not presented retrospectively for periods prior to the issuance of the tracking stock as the tracking stock was not a part of the Company’s capital structure during those periods and the issuance of the tracking stock changes the common shareholders’ relative residual interest in the Company. Therefore, EPS is presented for the Company’s single class of common stock up to the time the tracking stock was issued and, subsequent to this date, EPS is presented prospectively under the two-class method.
The computation of basic and diluted EPS is shown on the following page:
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(In thousands, except per share amounts) |
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||
| 2024 |
| 2023 | 2024 | 2023 | |||||||||||
Earnings (loss) attribution | ||||||||||||||||
Single class of common stock (through 6/20/2023) * | $ | N/A | $ | N/A | $ | N/A | $ | | ||||||||
Class A common stock | ( | | | | ||||||||||||
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Forfeitable dividends declared on unvested stock-based awards | | — | | — | ||||||||||||
Net income (loss) | $ | ( | $ | | $ | | $ | | ||||||||
* Common stock and restricted stock participated in earnings 1:1 and are shown on a combined basis through 6/20/2023 consistent with historical presentation | ||||||||||||||||
Three months ended September 30, 2024 | Nine months ended September 30, 2024 | |||||||||||||||
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Earnings (loss) per common share (dual-class structure) | ||||||||||||||||
Basic | $ | ( | $ | | $ | | $ | | ||||||||
Diluted | $ | ( | $ | | $ | | $ | | ||||||||
Three months ended September 30, 2023 | June 21 - September 30, 2023 | Jan. 1 - June 20, 2023 | ||||||||||||||
Class A |
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Earnings per common share (single class of common stock) | ||||||||||||||||
Basic | $ | | $ | | $ | | $ | | $ | | ||||||
Diluted | $ | | $ | | $ | | $ | | $ | | ||||||
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Unvested restricted stock awards have the right to receive nonforfeitable dividends on the same basis as common shares; therefore, unvested restricted stock is considered a participating security for the purpose of calculating EPS. Prior to the initial distribution of Class B common stock in the second quarter of 2023, the Company showed EPS for its common stock and unvested restricted stock on a combined basis since both instruments participate on the same basis and the resulting EPS is typically the same. Starting under the two-class method, the Company reports separately the net earnings allocated away from holders of Class A and Class B common stock to holders of unvested restricted stock awards.
For accounting purposes, Class B’s participation rights in net earnings are, in substance, discretionary based on the power of the Company’s Board of Directors to add or modify expense allocation policies, redefine CORE assets, and redetermine CORE’s per-ton usage fees at any time, in its sole discretion, without shareholder approval. Therefore, no amount of the Company’s net earnings shall be allocated to Class B for the purpose of calculating EPS other than actual dividends declared during the period for the tracking stock. However, during the three months and nine months ended
Diluted EPS is calculated using the treasury stock method for stock options and restricted stock units. For performance stock units, the awards are first evaluated under the contingently issuable shares guidance, which requires a determination as to whether shares would be issuable if the end of the reporting period were the end of the contingency period. For shares determined to be issuable under performance stock unit awards, the treasury stock method is then applied to determine the dilutive impact of the awards, if any. Unvested restricted stock awards are considered potential common shares as well as participating securities, as discussed previously, and are included in diluted EPS using the more dilutive of the treasury stock method or the two-class method. Since these awards share in dividends on a
For the three months ended September 30, 2024, diluted EPS for Class A Common stock excluded all outstanding awards of potential common stock because of the allocated net loss discussed above, and, therefore, the inclusion of any potential common shares would be antidilutive. Excluded Class A common stock awards were
For the third quarter of 2023 and the period from June 21,2023 through September 30, 2023, diluted EPS for Class A common stock excluded
For the third quarter of 2023 and the period from June 21, 2023 through September 30, 2023, diluted EPS for Class B common stock excluded certain PSUs, or approximately
Diluted EPS for the single class of common stock existing from January 1, 2023 through June 20, 2023, excluded all outstanding RSUs, or
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stock method. In addition, diluted EPS for the single class of common stock during this period excluded outstanding PSUs originally granted in 2022, or
NOTE 11—RELATED PARTY TRANSACTIONS
Ramaco Coal Deferred Purchase Price—A portion of the financing of the 2022 acquisition of Ramaco Coal was provided by Yorktown Partners, a related party. The Company incurred interest expense of $
Other Professional Services—The Company has also entered into professional services agreements with
NOTE 12—SUBSEQUENT EVENTS
Subsequent to the date of the financial statements, the FASB issued ASU 2024-03, which was discussed earlier in Note 1.
* * * * *
20
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in our Annual Report, as well as the financial statements and related notes appearing elsewhere in this Quarterly Report. The following discussion contains forward-looking statements that reflect our future plans, estimates, beliefs and expected performance. The forward-looking statements are dependent upon events, risks and uncertainties that may be outside our control. We caution you that our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to such differences are discussed elsewhere in this Quarterly Report, particularly in the “Cautionary Note Regarding Forward-Looking Statements” and in our Annual Report and in this Quarterly Report under the heading “Item 1A. Risk Factors,” all of which are difficult to predict. In light of these risks, uncertainties and assumptions, the forward-looking events discussed may not occur. We do not undertake any obligation to publicly update any forward-looking statements except as otherwise required by applicable law.
Overview
We are an operator and developer of high-quality, low-cost metallurgical coal in southern West Virginia and southwestern Virginia. Our development portfolio primarily includes the following properties: Elk Creek, Berwind, Knox Creek, and Maben. We believe each of these properties possesses geologic and logistical advantages that make our coal among the lowest delivered-cost U.S. metallurgical coal to our domestic customer base, North American blast furnace steel mills and coke plants, as well as international metallurgical coal consumers. We also control mineral deposits near Sheridan, Wyoming as part of the Company’s initiatives regarding the potential recovery of rare earth elements and critical minerals as well as the potential commercialization of coal-to-carbon-based products and materials.
Our primary source of revenue is the sale of metallurgical coal. We are a pure-play metallurgical coal company with 59 million reserve tons and 1,119 million measured and indicated resource tons of high-quality metallurgical coal. Our plan is to continue development of our existing properties and grow annual production over the next few years to approximately seven million clean tons of metallurgical coal, subject to market conditions, permitting and additional capital deployment in the medium-term. We may make acquisitions of reserves or infrastructure that continue our focus on advantaged geology and lower costs.
The overall outlook of the metallurgical coal business is dependent on a variety of factors such as pricing, regulatory uncertainties, and global economic conditions. Coal consumption and production in the U.S. is driven by several market dynamics and trends including the U.S. and global economies, the U.S. dollar’s strength relative to other currencies and accelerating production cuts. In addition, blast furnace steelmaking is more prevalent outside the U.S. compared to domestic steel production, which creates demand for exports of metallurgical coal.
Global metallurgical coal markets have softened in 2024 due to constrained economic growth in some regions of the world and continued conflict overseas. The global steel market has experienced slower growth, especially in China, resulting in elevated levels of Chinese steel exports. These conditions have led steel companies to both cut back on their own production and to reduce the price they are willing to pay for their metallurgical coal feedstock. Longer term, the Company believes that limited global investment in new coking coal production capacity and an eventual return to economic growth will support coking coal markets overall.
During the first nine months of 2024, we sold 2.9 million tons of coal and recognized $495.4 million of revenue. Of this amount, 33% of our revenue was from sales into North American markets, including Canada, and 67% of our revenue was from sales into export markets. During the same period of 2023, we sold 2.5 million tons of coal and recognized $490.8 million of revenue, of which 34% was from sales into North American markets, including Canada, and 66% was from sales into export markets. Sales into export markets, which often include index-based pricing, generally have greater exposure to variability in pricing from period to period. The Company’s exports have not been materially delayed or otherwise affected by recent severe weather events or by dockworker labor disputes taking place at U.S. East Coast ports.
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As of September 30, 2024, the Company had outstanding performance obligations of approximately 1.7 million tons for contracts with fixed sales prices averaging $151 per ton, excluding freight, as well as 1.6 million tons for contracts with index-based pricing mechanisms. The Company expects to satisfy approximately 36% of these commitments in the fourth quarter of 2024, 63% of these commitments in 2025, and the remaining 1% in 2026. Subsequent to the date of the financial statements, the Company obtained additional sales commitments of approximately 0.7 million tons.
The Company continues to assess its potential rare earth and critical minerals deposit in Wyoming and is making progress in terms of initial mine development and related chemical, metallurgical, and mineralogy testing. Analysis performed to date indicates elevated levels of rare earth elements along with significant concentrations of critical minerals Gallium and Germanium. The Company expects to complete its techno-economic analysis of the overall commercial aspects of the opportunity later this year and anticipates beginning construction of a demonstration processing facility in mid to late 2025. Our rare earth elements exploration target is currently in an exploration stage and does not represent, and should not be construed to be, a mineral resource or mineral reserve as such terms are used in subpart 1300 of Regulation S-K. The Company also continues its work to advance new carbon product technologies with the goal of commercializing products that use coal in both an improved economic and environmental manner.
22
Results of Operations
Three months ended September 30, | Nine months ended September 30, | ||||||||||||
(In thousands, except per share amounts) |
| 2024 |
| 2023 |
| 2024 |
| 2023 |
| ||||
Revenue | $ | 167,411 | $ | 186,966 | $ | 495,403 | $ | 490,795 | |||||
Costs and expenses | |||||||||||||
Cost of sales (exclusive of items shown separately below) |
| 134,731 |
| 144,635 |
| 397,214 |
| 354,383 |
| ||||
Asset retirement obligations accretion | 354 |
| 349 |
| 1,063 |
| 1,049 |
| |||||
Depreciation, depletion, and amortization |
| 17,811 | 14,443 | 48,909 | 39,850 | ||||||||
Selling, general and administrative expenses |
| 12,921 | 11,458 | 37,932 | 37,519 | ||||||||
Total costs and expenses |
| 165,817 | 170,885 | 485,118 | 432,801 | ||||||||
Operating income |
| 1,594 |
| 16,081 |
| 10,285 |
| 57,994 |
| ||||
Other income (expense), net |
| (76) | 11,333 | 3,075 | 15,076 | ||||||||
Interest expense, net |
| (1,696) | (2,447) | (4,509) | (7,274) | ||||||||
Income (loss) before tax | (178) | 24,967 | 8,851 | 65,796 | |||||||||
Income tax expense |
| 61 |
| 5,505 |
| 1,517 |
| 13,521 |
| ||||
Net income (loss) | $ | (239) | $ | 19,462 | $ | 7,334 | $ | 52,275 | |||||
Earnings (loss) per common share | |||||||||||||
Basic - Single class (through 6/20/2023) | $ | — | $ | — | $ | — | $ | 0.71 | |||||
Basic - Class A | $ | (0.03) | $ | 0.41 | $ | 0.05 | $ | 0.44 | |||||
Total | $ | (0.03) | $ | 0.41 | $ | 0.05 | $ | 1.15 | |||||
Basic - Class B | $ | 0.06 | $ | 0.17 | $ | 0.48 | $ | 0.17 | |||||
Diluted - Single class (through 6/20/23) | $ | — | $ | — | $ | — | $ | 0.70 | |||||
Diluted - Class A | $ | (0.03) | $ | 0.40 | $ | 0.05 | $ | 0.44 | |||||
Total | $ | (0.03) | $ | 0.40 | $ | 0.05 | $ | 1.14 | |||||
Diluted - Class B | $ | 0.06 | $ | 0.16 | $ | 0.46 | $ | 0.16 | |||||
Adjusted EBITDA | $ | 23,617 | $ | 45,407 | $ | 76,596 | $ | 123,675 | |||||
Net income and Adjusted EBITDA for the three months and nine months ended September 30, 2024 were negatively impacted by the softening of global metallurgical coal markets and the decrease in metallurgical coal price indices. This occurred due to a variety of macroeconomic factors including the continued Chinese oversupply of steel into a muted global economic environment. Refer to Non-GAAP Financial Measures later in Item 2 for more information regarding Adjusted EBITDA.
23
Coal sales information is summarized as follows:
Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||||
(In thousands) | 2024 |
| 2023 | Increase (Decrease) |
| 2024 |
| 2023 | Increase (Decrease) |
| |||||||||
Revenue | $ | 167,411 | $ | 186,966 | $ | (19,555) | $ | 495,403 | $ | 490,795 | $ | 4,608 | |||||||
Tons sold | 1,023 | 996 | 27 | 2,867 | 2,467 | 400 | |||||||||||||
Total revenue per ton sold (GAAP basis) | $ | 164 | $ | 188 | $ | (24) | $ | 173 | $ | 199 | $ | (26) | |||||||
Cost of sales | $ | 134,731 | $ | 144,635 | $ | (9,904) | $ | 397,214 | $ | 354,383 | $ | 42,831 | |||||||
Tons sold | 1,023 | 996 | 27 | 2,867 | 2,467 | 400 | |||||||||||||
Total cost of sales per ton sold (GAAP basis) | $ | 132 | $ | 145 | $ | (13) | $ | 139 | $ | 144 | $ | (5) | |||||||
Refer to Non-GAAP Financial Measures for supplemental calculations of revenue per ton sold (FOB mine) and cash cost per ton sold (FOB mine) | |||||||||||||||||||
Our revenue includes sales of Company produced coal and coal purchased from third parties. We include amounts billed by us for transportation to our customers within revenue and transportation costs incurred within cost of sales.
Three Months Ended September 30, 2024 Compared to Three Months Ended September 30, 2023
Revenue. Coal sales revenue for the three months ended September 30, 2024 was $167.4 million, approximately 10% lower than the same period in 2023 driven by the negative impact of pricing offset partially by the 3% increase in tons sold. The increase in tons sold occurred in export markets, which increased 13% but were offset partially by the decrease in North America volumes. Revenue per ton sold decreased 13% from $188 per ton for the three months ended September 30, 2023 to $164 per ton for the three months ended September 30, 2024 and was driven by the variability in index-based pricing for export sales. Revenue per ton sold (FOB mine), a non-GAAP measure which excludes transportation revenues and demurrage, also decreased 13% from $157 per ton for the three months ended September 30, 2023 to $136 per ton for the three months ended September 30, 2024. Refer to Non-GAAP Financial Measures later in Item 2 for more information regarding this measure. The decrease in the Company’s revenue per ton sold measures was due to the decrease in metallurgical coal prices as U.S. metallurgical coal indices continued to fall in the third quarter of 2024 by an average of 7% due to the macroeconomic conditions discussed earlier. We expect metallurgical coal prices to remain volatile in the near term.
There are no revenues from rare earth and critical minerals at this time.
Cost of sales. Our cost of coal sales for the three months ended September 30, 2024 was $134.7 million, approximately 7% lower than the same period in 2023 despite the 3% increase in tons sold discussed above. Cost of sales per ton sold decreased 9% from $145 per ton for the three months ended September 30, 2023 to $132 per ton for the three months ended September 30, 2024. Cash cost per ton sold (FOB mine), a non-GAAP measure which excludes transportation costs, alternative mineral development costs, and idle mine costs, decreased 10% from $113 per ton for the three months ended September 30, 2023 to $102 per ton for the three months ended September 30, 2024. Refer to Non-GAAP Financial Measures later in Item 2 for more information regarding this measure. Mine costs for the third quarter of 2024 benefited from efficiencies gained from increased production versus the same period in 2023.
Depreciation, depletion, and amortization. Depreciation, depletion, and amortization expense totaled $17.8 million and $14.4 million for the three months ended September 30, 2024 and September 30, 2023, respectively. The increase year-to-year was related to $1.3 million of additional amortization for the Knox Creek Jawbone mine, which is due to the closure of the mine, as well as the general increases in plant and equipment and production versus 2023.
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Selling, general, and administrative. Selling, general, and administrative (“SG&A”) expenses were $12.9 million and $11.5 million for the three months ended September 30, 2024 and September 30, 2023, respectively. The $1.5 million increase in 2024 was primarily due to the increase in stock-based compensation expense.
Other income (expense), net. Other income (expense), net was ($0.1) million for the three months ended September 30, 2024, compared to $11.3 million for the three months ended September 30, 2023. Other income, net in the third quarter of 2023 was due primarily to recognition of the $7.8 million legal verdict for contract (compensatory) damages related to the 2018 Elk Creek silo failure as well as the receipt of $3.0 million of insurance proceeds related to the methane ignition that occurred at our Berwind complex in 2022.
Interest expense, net. Interest expense, net was $1.7 million for the three months ended September 30, 2024 compared to $2.4 million for the same period in 2023. The decrease in 2024 was largely due to the repayment in full of related-party debt in the fourth quarter of 2023 associated with the financing of the acquisition of Ramaco Coal from Yorktown Partners. Interest expense related to this financing was $0.4 million in the third quarter of 2023.
Income tax expense (benefit). The effective tax rate for the three months ended September 30, 2024 and September 30, 2023 was 9% and 22%, respectively, excluding the impact of discrete items. The primary differences from the federal statutory rate of 21% are related to state taxes, non-deductible expenses, the foreign-derived intangible income deduction, and depletion expense for income tax purposes.
Earnings (loss) per share. Refer to Note 10 of Part I, Item 1 for information regarding earnings per share calculations for Class A and Class B common stock.
Nine Months Ended September 30, 2024 Compared to Nine Months Ended September 30, 2023
Revenue. Coal sales revenue for the nine months ended September 30, 2024 was $495.4 million, approximately 1% higher than the same period in 2023 due to the increase in tons sold, which was mostly offset by the negative impact of pricing. The 16% increase in tons sold occurred in both North America and export markets, with export volumes increasing by 20% and North America volumes increasing by 10%, and was aided by the Company’s increased capacity for production achieved during late 2023. Revenue per ton sold decreased 13% from $199 per ton for the nine months ended September 30, 2023 to $173 per ton for the nine months ended September 30, 2024 and was driven by the variability in index-based pricing for export sales. Revenue per ton sold (FOB mine), a non-GAAP measure which excludes transportation revenues and demurrage, decreased 14% from $169 per ton for the nine months ended September 30, 2023 to $145 per ton for the nine months ended September 30, 2024. Refer to Non-GAAP Financial Measures later in Item 2 for more information regarding this measure. U.S. metallurgical coal price indices have fallen by roughly 32% on a year-to-date basis driven by the macroeconomic conditions discussed previously. We expect metallurgical coal prices to remain volatile in the near term.
There are no revenues from rare earth and critical minerals at this time.
Cost of sales. Our cost of coal sales totaled $397.2 million for the nine months ended September 30, 2024 compared to $354.4 million for the same period in 2023. The 12% increase was driven by the increase in tons sold, as discussed directly above. Cost of sales per ton sold decreased 3% from $144 per ton for the nine months ended September 30, 2023 to $139 per ton for the nine months ended September 30, 2024. Cash cost per ton sold (FOB mine), a non-GAAP measure which excludes transportation costs, alternative mineral development costs, and idle mine costs, decreased 2% from $111 per ton for the nine months ended September 30, 2023 to $109 per ton for the nine months ended September 30, 2024. Refer to Non-GAAP Financial Measures later in Item 2 for more information regarding this measure. Mine costs for 2024 were impacted negatively by challenging geology and labor constraints in the first quarter of 2024 but improved during the second and third quarters of 2024 due to efficiencies gained from increased production compared to the same periods in 2023.
Depreciation, depletion, and amortization. Depreciation, depletion, and amortization expense totaled $48.9 million and $39.9 million for the nine months ended September 30, 2024 and September 30, 2023, respectively. The increase
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year-to-year was related to $1.2 million of additional amortization for the Knox Creek Jawbone mine, which is due to the closure of the mine, as well as the general increases in plant and equipment and production versus 2023.
Selling, general, and administrative. SG&A expenses were $37.9 million and $37.5 million for the nine months ended September 30, 2024 and September 30, 2023, respectively. SG&A expenses in 2024 include a $3.1 million benefit accrued for the probable recovery of attorney fees related to the silo failure litigation developments, which is not indicative of future SG&A expenses. This matter offset most of the 2024 increase in stock-based compensation.
Other income (expense), net. Other income, net was $3.1 million for the nine months ended September 30, 2024, which was primarily related to the $2.2 million recovery of previously incurred demurrage and other transportation-related matters. Other income, net was $15.1 million for the nine months ended September 30, 2023, which was due primarily to recognition of the $7.8 million legal verdict for contract (compensatory) damages related to the 2018 Elk Creek silo failure as well as the $4.9 million gain from the Company’s insurance claim related to the methane ignition that occurred at our Berwind complex in 2022. The Company received $6.0 million of proceeds during the nine months ended September 30, 2023 related to the Berwind ignition and had previously accrued a $1.1 million loss recovery asset at year-end 2022. These activities are not indicative of future results.
Interest expense, net. Interest expense, net was $4.5 million for the nine months ended September 30, 2024 compared to $7.3 million for the same period in 2023. The decrease in 2024 was largely due to the repayment in full of related-party debt in 2023 associated with the financing of the acquisition of Ramaco Coal from Yorktown Partners. Interest expense related to this financing totaled $1.7 million for the nine months ended September 30, 2023.
Income tax expense. The effective tax rate for the nine months ended September 30, 2024 and September 30, 2023 was 28% and 21%, respectively, excluding the $1.0 million favorable impact of discrete items in 2024. The primary differences from the federal statutory rate of 21% are related to state taxes, non-deductible expenses, the foreign-derived intangible income deduction, and depletion expense for income tax purposes.
Earnings per share. Refer to Note 10 of Part I, Item 1 for information regarding earnings per share calculations for Class A and Class B common stock.
Liquidity and Capital Resources
The metallurgical coal markets are volatile in nature; therefore, the Company prioritizes managing its financial position and liquidity, while managing costs and capital expenditures and returning value to its shareholders.
On May 3, 2024, the Company entered into the First Amendment Agreement to the Second Amended and Restated Credit and Security Agreement in order to, among other things, extend the maturity date and increase the size of its existing Revolving Credit Facility. The amended facility has a maturity date of May 3, 2029, and provides an initial aggregate revolving commitment of $200 million as well as an accordion feature to increase the size by an additional $75 million subject to certain terms and conditions, including the lenders’ consent. The amended facility provides the Company with additional flexibility to pursue further growth in production while meeting normal operating requirements. The terms of the amended facility also require the Company to maintain certain covenants, including fixed charge coverage ratio and compensating balance requirements. Borrowings under the amended facility may not exceed the borrowing base as determined under the amended formula included in the agreement.
At September 30, 2024, we had $22.9 million of cash and cash equivalents and $57.9 million of remaining availability under our Revolving Credit Facility for future borrowings. Cash and cash equivalents include $7.5 million of compensating balances held in dedicated accounts to assure future credit availability under the revolver. The Company’s total current assets were $146.7 million and were in excess of total current liabilities by $37.9 million as of the balance sheet date.
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Significant sources and uses of cash during the first nine months of 2024
Sources of cash:
| ● | Cash flows provided by operating activities were $97.0 million during the first nine months of 2024, which were driven primarily by net earnings adjusted for non-cash expenses including depreciation, depletion, and amortization as well as stock-based compensation. Changes in operating assets and liabilities also contributed to operating cash flow driven primarily by the decrease in accounts receivable due to the collection of fourth quarter 2023 revenues, which were $35.3 million higher than third quarter 2024 revenues. |
Uses of cash:
| ● | Capital expenditures totaled $57.9 million, including expenditures related to the preparation plant and expansion of our Maben complex. Capital expenditures for the Maben preparation plant totaled $12.3 million, including approximately $3 million for the initial purchase of the plant. The preparation plant at Maben was commissioned in October 2024, which should reduce trucking costs at the complex going forward. The Company anticipates lower capital spending in the fourth quarter of 2024 as most of the Company’s annual growth capital expenditures occurred in the first half of 2024. |
| ● | Cash outflows for financing activities totaled $58.0 million, which included: |
| o | net repayments of $24.2 million on our existing debt, finance leases, and insurance financing and |
| o | net outflow of $33.8 million to stockholders driven by dividend payments of $24.5 million, which include $18.2 million for Class A common stock and $6.2 million for Class B common stock. |
The Class B common stock dividends were calculated based on 20% of the previous quarter’s CORE royalty and infrastructure fees as shown below. Refer to Note 6 of Part I, Item 1 for additional information regarding dividends.
Three months ended September 30, | Three months ended June 30, | Three months ended March 31, | Three months ended December 31, |
| |||||||
(In thousands) | 2024 | 2024 | 2024 | 2023 |
| ||||||
Total Royalties | $ | 4,083 | $ | 3,545 | $ | 4,054 | $ | 4,012 | |||
Infrastructure Fees | |||||||||||
Preparation Plants (Processing at $5.00/ton) | $ | 4,254 | $ | 4,314 | $ | 4,475 | $ | 4,432 | |||
Rail Load-outs (Loading at $2.50/ton) | 1,986 | 1,933 | 1,954 | 2,198 | |||||||
Total Infrastructure Fees (at $7.50/ton) | $ | 6,240 | $ | 6,247 | $ | 6,429 | $ | 6,630 | |||
CORE Royalty and Infrastructure Fees | $ | 10,323 | $ | 9,792 | $ | 10,483 | $ | 10,642 | |||
Total Cash Available for Dividend for Class B Common Stock | $ | 10,323 | $ | 9,792 | $ | 10,483 | $ | 10,642 | |||
20% of Cash Available for Dividend for Class B Common Stock | $ | 2,065 | $ | 1,958 | $ | 2,097 | $ | 2,128 | |||
The Company anticipates declaring similar dividends on a quarterly basis in future periods; however, future declarations of dividends are subject to Board of Directors’ approval and may be adjusted as business needs or market conditions change.
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Future sources and uses of cash
Our primary use of cash includes capital expenditures for mine development and ongoing operating expenses. We expect to fund our capital and liquidity requirements for the next twelve months and the reasonably foreseeable future with cash on hand, borrowings under our revolving credit facility, projected cash flows from operations, and, if warranted, capital raised under the Company’s shelf registration discussed below. Factors that could adversely impact our future liquidity and ability to carry out our capital expenditure program include the following:
| ● | Timely delivery of our product by rail and other transportation carriers; |
| ● | Late payments of accounts receivable by our customers; |
| ● | Cost overruns in our purchases of equipment needed to complete our mine development plans; |
| ● | Delays in completion of development of our various mines, processing plants and refuse disposal facilities, which would reduce the coal we would have available to sell and our cash flow from operations; and |
| ● | Adverse changes in the metallurgical coal markets that would reduce the expected cash flow from operations. |
If future cash flows were to become insufficient to meet our liquidity needs or capital requirements, due to changes in macroeconomic conditions or otherwise, we may reduce our expected level of capital expenditures for new mine production and/or fund a portion of our capital expenditures through the issuance of debt or equity securities, new debt arrangements, or from other sources such as asset sales.
On September 1, 2023, the Company filed a shelf registration statement to sell any combination of Class A common stock, Class B common stock, preferred stock, depositary shares, debt securities, warrants, and rights at an aggregate initial offering price of up to $400.0 million. No securities may be sold until a prospectus supplement describing the method and terms of any future offering is delivered.
Refer to Note 4 of Part I, Item 1 for information regarding the Company’s Revolving Credit Facility and indebtedness.
Critical Accounting Estimates
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the amounts of revenue and expenses reported for the period then ended. A discussion of our critical accounting policies and estimates is included in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies and Estimates” of the Annual Report. There were no material changes to our critical accounting policies during the first nine months of 2024.
Off-Balance Sheet Arrangements
A discussion of off-balance sheet arrangements is included under the heading “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Off-Balance Sheet Arrangements” in the Annual Report. There were no material changes during the first nine months of 2024.
Non-GAAP Financial Measures
Adjusted EBITDA - Adjusted EBITDA is used as a supplemental non-GAAP financial measure by management and external users of our financial statements, such as industry analysts, investors, lenders, and rating agencies. We believe Adjusted EBITDA is useful because it allows us to more effectively evaluate our operating performance.
We define Adjusted EBITDA as net income plus net interest expense; stock-based compensation expense; depreciation, depletion, and amortization expenses; income taxes; accretion of asset retirement obligations; and, when applicable, certain other non-operating items (income tax penalties and charitable contributions). A reconciliation of net
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income to Adjusted EBITDA is included below. Adjusted EBITDA is not intended to serve as a substitute to U.S. GAAP measures of performance and may not be comparable to similarly-titled measures presented by other companies.
Three months ended September 30, | Nine months ended September 30, | |||||||||||
(In thousands) |
| 2024 |
| 2023 |
| 2024 |
| 2023 | ||||
Reconciliation of Net Income (Loss) to Adjusted EBITDA |
|
|
|
|
|
|
| |||||
Net income (loss) | $ | (239) | $ | 19,462 | $ | 7,334 | $ | 52,275 | ||||
Depreciation, depletion, and amortization |
| 17,811 |
| 14,443 |
| 48,909 |
| 39,850 | ||||
Interest expense, net |
| 1,696 |
| 2,447 |
| 4,509 |
| 7,274 | ||||
Income tax expense |
| 61 |
| 5,505 |
| 1,517 |
| 13,521 | ||||
EBITDA |
| 19,329 |
| 41,857 |
| 62,269 |
| 112,920 | ||||
Stock-based compensation |
| 3,970 |
| 3,201 |
| 13,255 |
| 9,706 | ||||
Other non-operating | (36) | — | 9 | — | ||||||||
Accretion of asset retirement obligation |
| 354 |
| 349 |
| 1,063 |
| 1,049 | ||||
Adjusted EBITDA | $ | 23,617 | $ | 45,407 | $ | 76,596 | $ | 123,675 | ||||
Non-GAAP revenue per ton sold- Non-GAAP revenue per ton sold (FOB mine) is calculated as coal sales revenue less transportation revenues and demurrage, divided by tons sold. We believe revenue per ton sold (FOB mine) provides useful information to investors as it enables investors to compare revenue per ton we generate against similar measures made by other publicly-traded coal companies and more effectively monitor changes in coal prices from period to period excluding the impact of transportation costs which are beyond our control. The adjustments made to arrive at these measures are significant in understanding and assessing our financial performance. Revenue per ton sold (FOB mine) is not a measure of financial performance in accordance with U.S. GAAP and, therefore, should not be considered as a substitute to revenue under U.S. GAAP.
Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||||
(In thousands) | 2024 |
| 2023 | Increase (Decrease) |
| 2024 |
| 2023 | Increase (Decrease) |
| |||||||||
Revenue | $ | 167,411 | $ | 186,966 | $ | (19,555) | $ | 495,403 | $ | 490,795 | $ | 4,608 | |||||||
Less: Adjustments to reconcile to Non-GAAP revenue (FOB mine) | |||||||||||||||||||
Transportation | (28,582) | (30,433) | 1,851 | (81,086) | (74,610) | (6,476) | |||||||||||||
Non-GAAP revenue (FOB mine) | $ | 138,829 | $ | 156,533 | $ | (17,704) | $ | 414,317 | $ | 416,185 | $ | (1,868) | |||||||
Tons sold | 1,023 | 996 | 27 | 2,867 | 2,467 | 400 | |||||||||||||
Non-GAAP revenue per ton sold (FOB mine) | $ | 136 | $ | 157 | $ | (21) | $ | 145 | $ | 169 | $ | (24) | |||||||
Refer to coal sales information for revenue per ton sold (GAAP basis) calculations | |||||||||||||||||||
Non-GAAP cash cost per ton sold - Non-GAAP cash cost per ton sold (FOB mine) is calculated as cash cost of sales less transportation costs, alternative mineral development costs, and idle and other costs, divided by tons sold. We believe cash cost per ton sold provides useful information to investors as it enables investors to compare our cash cost per ton against similar measures made by other publicly-traded coal companies and more effectively monitor changes in coal cost from period to period excluding the impact of transportation costs which are beyond our control, and alternative mineral costs, which are more developmentally focused at the present time. The adjustments made to arrive at these measures are significant in understanding and assessing our financial performance. Cash cost per ton sold (FOB mine) is not a measure of financial performance in accordance with U.S. GAAP and, therefore, should not be considered as a substitute to cost of sales under U.S. GAAP.
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Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||||
(In thousands) | 2024 |
| 2023 | Increase (Decrease) |
| 2024 |
| 2023 | Increase (Decrease) |
| |||||||||
Cost of Sales: | $ | 134,731 | $ | 144,635 | $ | (9,904) | $ | 397,214 | $ | 354,383 | $ | 42,831 | |||||||
Less: Adjustments to reconcile to Non-GAAP cash cost of sales | |||||||||||||||||||
Transportation costs | (28,551) | (30,254) | 1,703 | (80,299) | (74,467) | (5,832) | |||||||||||||
Alternative mineral development costs | (1,363) | (1,200) | (163) | (3,618) | (2,746) | (872) | |||||||||||||
Idle and other costs | (244) | (378) | 134 | (786) | (2,937) | 2,151 | |||||||||||||
Non-GAAP cash cost of sales | $ | 104,573 | $ | 112,803 | $ | (8,230) | $ | 312,511 | $ | 274,233 | $ | 38,278 | |||||||
Tons sold | 1,023 | 996 | 27 | 2,867 | 2,467 | 400 | |||||||||||||
Non-GAAP cash cost per ton sold (FOB mine) | $ | 102 | $ | 113 | $ | (11) | $ | 109 | $ | 111 | $ | (2) | |||||||
Refer to coal sales information for cost per ton sold (GAAP basis) calculations | |||||||||||||||||||
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Disclosures about market risk are included in Item 7A, “Quantitative and Qualitative Disclosures about Market Risk,” of our Annual Report.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
As required by Rule 13a-15(b) of the Exchange Act, we have evaluated, under the supervision and with the participation of our management, including our chief executive officer, who serves as our principal executive officer, and our chief financial officer, who serves as our principal financial officer, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this quarterly report. Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosures, and is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. However, based on that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective at the reasonable assurance level as of the end of the period covered by this quarterly report as a result of the two material weaknesses in internal control over financial reporting as described below.
Previously Reported Material Weakness
We previously identified a material weakness and concluded that our internal control over financial reporting was ineffective as of December 31, 2023. Based on that evaluation, management identified a material weakness related to a pervasive lack of sufficient documentation of accounting policies, procedures, and controls. This lack of sufficient documentation does not allow management to effectively assess its relevant risks and key controls to properly test for design and operating effectiveness. A material weakness is a control deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
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Remediation Plan
We have developed a plan of remediation to address this material weakness, which will include assessing, redesigning, and implementing modifications to our internal controls. We will not be able to fully remediate this material weakness until these steps have been completed and subsequent validation and testing of these internal controls have demonstrated their operating effectiveness over a sustained period of financial reporting cycles. Once the remediation plan is fully developed, we will be implementing process, control, and documentation improvements to address the above material weakness that include, but are not limited to, designing and implementing specific management review procedures to ensure completeness and accuracy of key financial and non-financial data utilized in our business; and implementing improved policies, procedures, and control activities over key financial data to ensure accuracy and completeness of this data as used in the aforementioned management review procedures.
Changes in Internal Control over Financial Reporting
We are actively improving our control environment by executing our remediation plan to address the material weakness, as described above. Our remediation process has resulted in changes to our control environment that we believe represent changes in our system of internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the period covered by this quarterly report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Additionally, during the most recent fiscal period, management determined that a material weakness existed related to inappropriate segregation of duties related to certain individuals having both system administrator responsibilities within the Company’s Enterprise Resource Planning (“ERP”) financial system and responsibilities for certain accounting and financial reporting functions. The inappropriate segregation of duties was not appropriately mitigated by the monitoring controls implemented to ensure individuals with system administrator access did not make unauthorized changes to the Company’s information systems impacting the financial reporting of the Company. We have implemented an enhanced monitoring control as of the end of the third quarter of 2024, which we believe is designed effectively to remediate the aforementioned material weakness; however, additional testing will be required in the fourth quarter to ensure that the enhanced control activities are operating as designed before we can conclude the material weakness has been remediated.
Inherent Limitations on Effectiveness of Controls and Procedures
Senior members of management do not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Due to the nature of our business, we may become, from time to time, involved in routine litigation or subject to disputes or claims related to our business activities. While the outcome of these proceedings cannot be predicted with certainty, in the opinion of our management, there are no pending litigation, disputes or claims against us which, if decided adversely, individually or in the aggregate, will have a material adverse effect on our financial condition, cash flows or results of operations. For a description of our legal proceedings, see Note 7 to the Condensed Consolidated Financial Statements included in Part I of this Quarterly Report.
Item 1A. Risk Factors
In addition to the other information set forth in this Quarterly Report, you should carefully consider the risk factors and other cautionary statements described under the heading “Item 1A. Risk Factors” included in our Annual Report and the risk factors and other cautionary statements contained in our other SEC filings, which could materially affect our business, financial condition, cash flows, or future results of operations.
Additional risks and uncertainties not currently known to us, or that we currently deem to be immaterial, also may materially adversely affect our business, financial condition, or future results. There have been no material changes in our risk factors from those described in our Annual Report.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Mine Safety Disclosures
The information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in Exhibit 95.1 to this Quarterly Report.
Item 5. Other Information
During the period covered by this Quarterly Report, none of the Company’s directors or executive officers has
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Item 6. Exhibits
3.1 | |||
10.1 | |||
*31.1 | |||
*31.2 | |||
**32.1 | |||
**32.2 | |||
*95.1 | |||
*101.INS | Inline XBRL Instance Document | ||
*101.SCH | XBRL Taxonomy Extension Schema Document | ||
*101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | ||
*101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | ||
*101.LAB | XBRL Taxonomy Extension Labels Linkbase Document | ||
*101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | ||
104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | ||
* Exhibit filed herewith.
** Furnished herewith. Pursuant to SEC Release No. 33-8212, this certification will be treated as “accompanying” this Quarterly Report and not “filed” as part of such report for purposes of Section 18 of the Exchange Act or otherwise subject to the liability under Section 18 of the Exchange Act, and this certification will not be deemed to be incorporated by reference into any filing under the Securities Act, except to the extent that the registrant specifically incorporates it by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
RAMACO RESOURCES, INC. | ||
November 8, 2024 | By: | /s/ Randall W. Atkins |
Randall W. Atkins | ||
Chairman, Chief Executive Officer and Director | ||
(Principal Executive Officer) | ||
November 8, 2024 | By: | /s/ Jeremy R. Sussman |
Jeremy R. Sussman | ||
Chief Financial Officer | ||
(Principal Financial Officer) | ||
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