p
美國
證券交易委員會
華盛頓特區20549
表格
（標記一）
根據1934年證券交易法第13或15(d)節的季度報告 |
截至季度結束日期的財務報告
or
根據1934年證券交易法第13或15(d)節的轉型報告書 |
在從 到過渡期間
委託文件編號：001-39866
(根據其章程規定的註冊人準確名稱)
(所在州或其他司法管轄區) | （IRS僱主 |
成立或組織的州） | 唯一識別號碼） |
，（主要行政辦公地址） | （郵政編碼） |
( | |
(註冊人電話號碼，包括區號) 根據證券法第12(b)條註冊的證券： | |
每一類的名稱 |
| 交易標誌 |
| 在其上註冊的交易所的名稱 |
請在以下方框內打勾：(1) 在過去的12個月內(或者在註冊公司需要提交此類報告的較短時期內)，公司已經提交了根據證券交易法1934年第13或15(d)條規定需要提交的所有報告；以及 (2) 在過去的90天內，公司一直受到了此類報告提交的要求。
在過去的12個月內（或Registrant需要提交此類文件的更短期限內），是否已提交按照S-T法規405條規定需要提交的每個交互式數據文件？
請在交易所法規則120.2規定的「大型加速申報人」、「加速申報人」、「小型報告公司」和「新興成長公司」的定義中選中相應選項。
大型加速報告人 | ☐ | ☒ | |
非加速文件提交人 | ☐ | ☐ | |
新興成長公司 |
如果是新興成長型企業，請勾選是否選擇不使用按照《證券交易法》第13(a)條規定的新或修訂財務會計準則的過渡期。 ☐
請在選項前打勾表示該註冊公司是外殼公司（定義在《證券交易法》規則120億.2條款中）。是
截至2024年10月31日，註冊人擁有
2
關於前瞻性聲明的注意事項
本季度報告10-Q表中包含根據修改後的1933年證券法第27A條和1934年證券交易法第21E條的「前瞻性陳述」，除本報告中包含的歷史事實陳述外，關於我們的策略、未來運營、財務狀況、估計的營業收入和損失、預計的成本、前景、計劃和管理目標均爲前瞻性陳述。本季度報告中使用的「可能」，「相信」，「預計」，「打算」，「估計」，「期望」，「計劃」和類似表達都是爲了確定前瞻性陳述，儘管並非所有前瞻性陳述都包含這些識別詞。這些前瞻性陳述基於管理層對未來事件的當前期望和假設，是基於目前可獲得的關於未來事件的結局和時間的信息。在考慮前瞻性陳述時，應記住該季度報告中描述的風險因素和其他警告性陳述，包括但不限於「項目1A.風險因素」部分，以及Ramaco Resources公司在2023年12月31日結束的年度報告10-k文件中包括的其他地方，該年度報告已於2024年3月14日在美國證券交易委員會（SEC）上進行了備案，以及公司向SEC提交的其他文件。
前瞻性聲明可能包括以下方面：
| ● | 預期生產水平、成本、銷售量和營業收入； |
| ● | 完成重大資本項目的時間和能力； |
| ● | 冶金煤和鋼鐵行業的經濟條件; |
| ● | 開發計劃和未來礦山開採運營的預期成本，包括建設必要的加工、廢棄物處理和運輸設施的成本; |
| ● | 我們冶金煤儲量的估計數量或質量; |
| ● | 如有必要，我們能否以優惠條件獲得額外融資，以完成收購額外的冶金煤儲量或資助我們業務的運營和增長; |
| ● | 維護、運營或其他費用或其時間變更; |
| ● | 我們客戶的財務狀況和流動性; |
| ● | 煤炭市場競爭; |
| ● | 冶金煤或動力煤價格; |
| ● | 遵守嚴格的國內外法律法規，包括環保、氣候變化和健康安全法規，以及許可要求，以及監管環境的變化，採用新的或修訂後的法律，法規和許可要求; |
| ● | 我們可能面臨法律訴訟和監管調查; |
| ● | 天氣和自然災害對需求、生產和運輸的影響; |
| ● | 主要客戶的採購和我們更新銷售合同的能力; |
| ● | 客戶、供應商、承包採礦商、聯運商、交易商、銀行和其他金融交易對手存在的信用和績效風險; |
| ● | 與礦業有關的地質、設備、許可、現場訪問、運營風險以及新技術; |
| ● | 運輸的可用性、績效和成本; |
| ● | 關鍵物資、資本設備或柴油、鋼鐵、炸藥和輪胎等大宗商品的供應、交付時間和成本的可用性; |
| ● | 監管機構及時審查和批准許可證、許可證更新、延期和修訂; |
| ● | 我們遵守特定債務契約的能力; |
| ● | 需要支付本財政年度的稅款; |
| ● | 我們關於股息支付的預期和能夠進行此類支付的能力; |
| ● | 先前收購的預期收益和影響； |
| ● | 與俄羅斯入侵烏克蘭及國際社會的回應相關的風險； |
| ● | 全球經濟疲軟和通脹相關的風險； |
| ● | 與公司的跟蹤股結構以及其碳礦石-稀土（「CORE」）資產分開表現相關的風險；並且 |
| ● | 本季度報告中識別出的其他風險不屬於歷史風險。 |
3
我們提醒您，這些前瞻性陳述存在許多難以預測並且大部分超出我們控制範圍的風險、不確定性和假設，這些風險涉及開發、生產、採集和銷售煤。此外，我們在一個競爭激烈且快速變化的環境中運營，可能會不時出現額外的風險。我們的管理層無法預測與我們業務相關的所有風險，也無法評估所有因素對我們業務的影響，以及任何因素，或任何因素的組合，可能導致實際結果與我們可能提出的任何前瞻性陳述中所包含的結果有實質不同。儘管我們相信，我們在本季度報告中提出的計劃、意圖和期望是合理的，但我們不能保證這些計劃、意圖或期望將實現或發生，實際結果可能與在前瞻性陳述中預期或暗示的結果有實質差異且不利。鑑於這些風險和不確定性，投資者不應過分依賴前瞻性陳述作爲實際結果的預測。
本季度報告中包含的所有前瞻性陳述，無論是明示或暗示，均受到本警示性聲明的明確限制，並僅適用於本季度報告的日期。這個警示性聲明還應該在考慮我們或代表我們行事的人之後可能發佈的任何隨後的書面或口頭前瞻性陳述時進行考慮。
除非適用法律另有規定，我們否認任何更新任何前瞻性陳述的義務，所有這些陳述均受到本節中的聲明明確限制，以反映本季度報告之後的事件或情況。
4
第一部分 - 財務信息
項目1。基本報表
Ramaco Resources, Inc.
未經審計的簡明合併資產負債表
|
|
| |||||
以千爲單位，不包括份額和每股信息 |
| 2024年9月30日 |
| 2023年12月31日 |
| ||
資產 |
|
|
| ||||
流動資產 |
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現金及現金等價物 | $ | | $ | | |||
應收賬款 |
| |
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存貨 |
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預付費用和其他 |
| |
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總流動資產 |
| |
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固定資產淨額 |
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融資租賃的使用權資產(淨) | | | |||||
愛文思控股煤炭版塊 |
| |
| | |||
其他 |
| |
| | |||
總資產 | $ | | $ | | |||
負債和股東權益 | |||||||
負債 | |||||||
流動負債 | |||||||
應付賬款 | $ | | $ | | |||
應計負債 |
| |
| | |||
退休負債的當前部分 |
| |
| | |||
開多次數 |
| |
| | |||
融資租賃償還的當前部分 | | | |||||
保險融資責任 | — | | |||||
流動負債合計 |
| |
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資產養老責任，淨額 |
| |
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長期負債淨額 |
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長期融資租賃負債淨額 | |
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優先票據，淨額 | |
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遞延所得稅負債，淨額 |
| |
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其他長期負債 | | | |||||
負債合計 |
| | | ||||
承諾和 contingencies |
|
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股東權益 | |||||||
優先股，$0.0001 |
|
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A類普通股， $ | | | |||||
Class b common stock, $ | | | |||||
額外實收資本 |
| |
| | |||
保留盈餘 |
| |
| | |||
股東權益合計 |
| |
| | |||
負債和股東權益總計 | $ | | $ | | |||
附帶說明是這些未經審計的簡化合並財務報表的組成部分。
5
Ramaco Resources, Inc.
未經審計的簡化合並收支表
截至2023年9月30日的三個月 | 截至2023年9月30日的九個月 | ||||||||||||
以千爲單位，除每股金額外 |
| 2024 |
| 2023 |
| 2024 |
| 2023 |
| ||||
營業收入 |
| $ | |
| $ | |
| $ | |
| $ | |
|
費用和支出 | |||||||||||||
Equity Distribution Agreement |
| |
| |
| |
| | |||||
養老負債增加 |
| |
| |
| |
| | |||||
折舊、資源遞耗和攤銷 |
| |
| |
| |
| | |||||
銷售、總務和管理費用 |
| |
| |
| |
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總成本和費用 |
| |
| |
| |
| | |||||
營業利潤 |
| |
| |
| |
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其他收入（費用）淨額 |
| ( |
| |
| |
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利息費用，淨額 |
| ( |
| ( |
| ( |
| ( | |||||
稅前收益（虧損） |
| ( |
| |
| |
| | |||||
所得稅費用 |
| |
| |
| |
| | |||||
| $ | ( | $ | | $ | | $ | | |||||
每股盈餘（虧損）* | |||||||||||||
基礎 - 單一分類 (截止至2023年6月20日) | $ | — | $ | — | $ | — | $ | | |||||
基礎 - A類 | $ | ( | $ | | $ | | $ | | |||||
總計 | $ | ( | $ | | $ | | $ | | |||||
基礎 - B類 | $ | | $ | | $ | | $ | | |||||
稀釋 - 單一類別（截至2023年6月20日） | $ | — | $ | — | $ | — | $ | | |||||
Diluted - Class A | $ | ( | $ | | $ | | $ | | |||||
總計 | $ | ( | $ | | $ | | $ | | |||||
Diluted - Class b | $ | | $ | | $ | | $ | | |||||
* 請參考附註10進行每股普通股收益計算 | |||||||||||||
附帶說明是這些未經審計的簡化合並財務報表的組成部分。
6
Ramaco Resources, Inc.
未經審計的股東權益簡明合併報表
A班 | B類 | 額外的 | 總和 | ||||||||||||
| 普通股 | 普通股 |
| 已付 |
| 留存收益 |
| 股東權益 | |||||||
以千爲單位 |
| Stock * | 股票 |
| 實收資本 |
| 收益 |
| 股權 | ||||||
2024年1月1日的餘額 | $ | | $ | | $ | | $ | | $ | | |||||
基於股票的報酬 |
| |
| — |
| |
| — |
| | |||||
股份被用於支付代扣稅款 | ( | — | ( | — | ( | ||||||||||
宣佈現金分紅和股息等值 | — | — |
| — |
| ( |
| ( | |||||||
淨利潤 |
| — |
| — |
| — |
| |
| | |||||
2024年3月31日結存餘額 | | | | | | ||||||||||
基於股票的報酬 |
| — |
| — |
| |
| — |
| | |||||
宣佈現金股利和股利等值物 | — | — |
| — |
| ( |
| ( | |||||||
股份交付以支付應付代扣稅款 | ( | ( | ( | — | ( | ||||||||||
淨利潤 |
| — |
| — |
| — |
| |
| | |||||
2024年6月30日餘額 | | | | | | ||||||||||
基於股票的報酬 |
| — |
| — |
| |
| — |
| | |||||
期權行權 | | — |
| |
| — |
| | |||||||
股份已交付以支付預扣稅款 | — | — |
| ( |
| — |
| ( | |||||||
宣佈現金分紅和股息等值物 | — | — |
| — |
| ( |
| ( | |||||||
|
| — |
| — |
| — |
| ( |
| ( | |||||
2024年9月30日的餘額 | $ | | $ | | $ | | $ | | $ | | |||||
2023年1月1日餘額 | $ | | $ | — | $ | | $ | | $ | | |||||
基於股票的報酬 |
| | — |
| |
| — |
| | ||||||
股份用於支付預扣稅 | ( | — | ( | — | ( | ||||||||||
調整先前宣佈的分紅派息 | — | — | — | ( | ( | ||||||||||
淨利潤 |
| — | — |
| — |
| |
| | ||||||
2023年3月31日的餘額 | | — | | | | ||||||||||
基於股票的報酬 | — | — | | — | | ||||||||||
宣佈現金分紅和股息等額 |
| — | — |
| — |
| ( |
| ( | ||||||
宣佈並分紅派息 | — | | | ( | — | ||||||||||
股份被交付以支付代扣稅款 | ( | ( |
| ( |
| — |
| ( | |||||||
淨利潤 |
| — | — |
| — |
| |
| | ||||||
2023年6月30日的餘額 | | | | | | ||||||||||
* 普通股在2023年Q2重新分類爲A類普通股。請參考註釋6。 | |||||||||||||||
基於股票的報酬 |
| — |
| — |
| |
| — |
| | |||||
宣佈現金分紅和股利等值物 | — | — | — | ( | ( | ||||||||||
淨利潤 |
| — |
| — |
| — |
| |
| | |||||
2023年9月30日結餘 | $ | | $ | | $ | | $ | | $ | | |||||
附帶說明是這些未經審計的簡化合並財務報表的組成部分。
7
Ramaco Resources, Inc.
未經審計的現金流量簡明合併報表
截至2023年9月30日的九個月 | |||||||
以千爲單位 |
| 2024 |
| 2023 | |||
經營活動現金流量： |
|
|
|
| |||
淨利潤 | $ | | $ | | |||
調整淨利潤以獲取經營活動的淨現金流量： | |||||||
資產退休責任增值 |
| |
| | |||
折舊、資源遞耗和攤銷 |
| |
| | |||
債務發行成本攤銷 |
| |
| | |||
基於股票的報酬 |
| |
| | |||
其他 | ( | ( | |||||
延遲所得稅 |
| |
| | |||
經營性資產和負債變動: | |||||||
應收賬款 |
| |
| ( | |||
預付費用和其他流動資產 |
| |
| | |||
存貨 |
| ( |
| ( | |||
其他資產和負債 |
| ( |
| ( | |||
應付賬款 |
| |
| | |||
應計負債 |
| |
| | |||
經營活動產生的現金流量淨額 |
| |
| | |||
投資活動現金流量： | |||||||
資本支出 |
| ( |
| ( | |||
Maben準備廠資本支出 | ( | — | |||||
其他 | ( | | |||||
投資活動產生的淨現金流出 | ( | ( | |||||
籌集資金的現金流量： | |||||||
借款收入 |
| |
| | |||
來自行權期權的收益 | | — | |||||
分紅支付 | ( | ( | |||||
償還借款 |
| ( |
| ( | |||
償還與Ramaco Coal收購融資相關的相關方 | — | ( | |||||
保險融資的償還 | ( | ( | |||||
設備融資租賃的償還 | ( | ( | |||||
用於支付代扣稅款的股票已經交回 | ( | ( | |||||
籌集淨現金流量 |
| ( |
| ( | |||
期初現金及現金等價物和受限制的現金淨額 |
| ( |
| | |||
現金及現金等價物和受限制的現金期初餘額 |
| |
| | |||
現金及現金等價物和受限制的現金期末餘額 | $ | | $ | | |||
非現金投資和籌資活動: | |||||||
根據新的融資租賃取得的已租用資產 |
| |
| | |||
計入應付賬款及應計費用的資本支出 |
| |
| | |||
融資保險 | — | | |||||
應付的分紅和分紅權益 |
| |
| | |||
附帶說明是這些未經審計的簡化合並財務報表的組成部分。
8
Ramaco Resources, Inc.
財務報表未審計的附註
備註1—業務和展示基礎
Ramaco Resources,Inc.（下文中簡稱「公司」、「Ramaco」、「我們」或「我們的」）是一家成立於2016年10月的特拉華州註冊公司。我們的總公司和執行辦公室位於肯塔基州列克星頓，業務辦公室分佈在西弗吉尼亞州夏利斯頓和懷俄明州謝里登。我們是南西弗吉尼亞和西南弗吉尼亞地區高品質、低成本冶金煤的運營商和開發商。我們還控制着懷俄明州謝里登附近的礦產儲量，作爲公司關於潛在的稀土元素和重要礦產的開採計劃的一部分，以及煤炭轉化爲碳基產品和材料的潛在商業化。
報告範圍這些中期財務報表是未經審計的，並根據SEC關於中期財務報告的規定編制。某些披露已在這些財務報表中進行了概述或省略。因此，它們不包括所有根據美國通用會計準則（「GAAP」）對完整合並財務報表和相關附註所要求的所有信息和附註，應結合我們截至2023年12月31日的年度10-k表格中載明的審計合併財務報表和相關附註一起閱讀。
據公司看法，隨附的未經審計簡明合併財務報表包括所有必要的調整，僅包括正常循環調整，以便公正陳述截至2024年9月30日公司財務狀況以及所呈現的所有時期的經營業績和現金流量。在編制隨附的財務報表時，管理層已作出影響簡明合併財務報表和相關事項披露的報告金額的某些估計和假設。實際結果可能與這些估計有所不同。中期時段的結果未必指示年度結果。合併實體之間的內部往來餘額和交易已予以消除。
在截至2024年9月30日的九個月內，公司的重大會計政策沒有發生重大變化。
最近的會計聲明2023年11月，財務會計準則委員會（「FASB」）發佈了會計準則更新（「ASU」）2023-07號。 分部報告（主題 280）：報告服務部門（主題 280）變更披露方式，通過升級對意義重大的分部費用的披露來改進分部報告披露要求。該準則適用於 2023 年 12 月 15 日之後的財年和 2024 年 12 月 15 日之後的財年間隔期。該準則必須適用於財務報表中呈現的所有期間的追溯。該公司目前正在評估該標準對合並財務報表的影響。 （「ASU 2023-07」）。ASU 2023-07中的修訂要求增加了與上市實體的報告分部有關的額外披露，並增加了大多數分部披露的頻率。ASU要求的額外披露包括定期向首席經營決策者（「CODM」）提供的重要分部費用，並納入分部利潤或損失的計量內，CODM的頭銜和職位，以及CODM如何使用報告的分部利潤或損失衡量績效和分配資源的解釋，以及用來協調分部收入、重要費用和報告的利潤或損失的其他分部項目的金額和構成。ASU還擴展了中期披露要求，使幾乎所有年度定量分部披露都將在中期基礎上進行，並要求只有一個可報告分部的實體提供所有未在主要財務報表中明顯的分部披露，包括重要分部費用，與管理評估績效的方法一致。ASU 2023-07自Ramaco的2024年度財務報表起生效，並以後每季度進行。要求進行追溯應用。公司目前正在評估ASU的影響；但是，增加的披露可能在採用後發生。
2023年12月，FASB發佈了ASU 2023-09，所得稅（主題740）：改進所得稅披露。該標準要求上市的業務實體在每年披露稅率調節表的特定類別，併爲滿足數量門限的調節項目提供其他信息（如果這些調節項目的影響相當於或大於將稅前收入（或損失）與適用的法定所得稅率相乘所得金額的5%）。它還要求所有實體每年披露按聯邦、州和外國稅種分解的所支付的所得稅（扣除退款），以及按所支付的所得稅（扣除退款）在個別司法管轄區分解的金額，當所支付的所得稅（扣除退款）相當於或大於所支付的總所得稅（扣除退款）的5%時。最後，該標準取消了要求所有實體披露未識別稅務負債餘額在未來12個月內合理可能變動範圍的性質和估計，或聲明無法估算範圍的要求。該標準對公司自2026年1月1日開始的年度適用。可以提前採納該標準。該標準應以前瞻性基礎應用。允許追溯適用。公司目前正在評估該標準可能對其財務報表產生的影響。 《ASU 2023-09》中的修訂要求報告實體披露年度所支付的淨所得稅（扣除退款），按聯邦、州和外國稅額細分，併爲達到或超過淨所得稅總額5%的個別司法管轄區提供額外的細分信息。《ASU 2023-09》還要求上市公司在其年度稅率協調錶中披露有關聯邦、州和外國所得稅的額外類別信息，並在某些類別的情況下提供更多信息。
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定量門檻已達到。ASU還將要求披露金額 and 在年度利率調節表中以百分比爲單位，而不是金額 or 百分比，並將取消與不確定稅務事項和未確認遞延稅債務相關的某些現有披露要求。ASU 2023-09自Ramaco的2025年年度財務報表起生效，並可前瞻性地適用於僅提供2025年所需的所得稅披露，或通過爲所有提出的週期提供修訂後的披露來追溯性地提供。允許提前採納。公司目前正在評估ASU的影響；但是，在採納後，公司很可能會在2025年的年度財務報表中前瞻性地提供額外披露。
2024年11月，即財務報表日期之後，FASB發佈了ASU 2024-03。 收入表格-綜合收入報告-費用細分披露（專題220-40）：收入表格費用的細分 （「ASU 2024-03」）。 ASU 2024-03的修改要求上市公司在財務報表附註中披露，包括關於某些成本和費用的特定信息，包括庫存購買、員工薪酬以及折舊、攤銷和減值費用等方面在其中的費用的每個標題。ASU 2024-03自公司2027年起的年度財務報表開始生效，並隨後每季度生效。可以提前採納，並且修訂可能按照前瞻性適用於生效日期後的報告期間，或者按照回顧性適用於財務報表中呈現的所有期間。公司目前正在評估ASU可能對其披露產生的影響程度。
備註2-存貨
存貨 如下：
(以千爲單位) |
| 2024年9月30日 |
| 2023年12月31日 | ||
原煤 | $ | | $ | | ||
可銷售煤 | | | ||||
用品 |
| |
| | ||
總存貨 | $ | | $ | | ||
附註3—物業、計劃和設備
固定資產淨額 如下：
(以千爲單位) |
| 2024年9月30日 |
| 2023年12月31日 | |||
植物和設備 | $ | | $ | | |||
礦產和礦權 | | | |||||
在建工程 |
| |
| | |||
資金化的礦業開發成本 |
| |
| | |||
減：累計折舊、減值和攤銷費用 |
| ( |
| ( | |||
總資產、廠房和設備，淨額 | $ | | $ | | |||
2024年9月30日，公司更新了與資產退休義務相關的未來支出金額和時間。此調整導致資本化的礦山開發成本增加了$
公司從外國稅務機關獲得了xx百萬美元的可退還研發抵免額。
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折舊、資源遞耗和攤銷 included:
截至2023年9月30日的三個月 | 截至2023年9月30日的九個月 | ||||||||||||
(以千爲單位) |
| 2024 |
| 2023 |
| 2024 |
| 2023 |
| ||||
固定資產折舊 | $ | | $ | | $ | | $ | | |||||
租賃資產的攤銷（融資租賃） | | | | | |||||||||
資本化後的攤銷和遞耗 | |||||||||||||
礦業開發成本和礦權 |
| |
| |
| |
| | |||||
折舊、耗盡和攤銷總額 | $ | | $ | | $ | | $ | | |||||
克諾克斯溪顎礦的關閉導致礦山開發成本攤銷費用增加了$
註釋 4—債務
未償債務包括以下內容：
(以千爲單位) |
| 2024年9月30日 |
| 2023年12月31日 | ||
循環授信設施 | $ | | $ | | ||
設備貸款 | | | ||||
優先票據，淨收益 |
| |
| | ||
Maben煤收購的融資 | — | | ||||
總債務 | $ | | $ | | ||
開多次數 |
| |
| | ||
長期負債淨額 | $ | | $ | | ||
循環信貸工具—2024年5月3日，公司與多家貸款方簽署了《第一修正協議》，對第二次修訂的信貸和安全協議進行修訂，其中包括KeyBank National Association（「KeyBank」）和多家貸款方，以延長到期日和增加該設施規模等內容。經修訂的設施（「循環信貸工具」）將於2029年5月3日到期，並提供了一項初始的總循環承諾金額爲$
經修訂貸款額度的借款基數在2024年9月30日爲
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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公平價值—截至2024年9月30日和2023年12月31日，公司的Senior Notes估計公允價值約爲$
流動部分長期債務—截至2024年9月30日，公司的短期債務包括$
其他板塊—融資租賃義務以及與保險保費融資相關的責任未包括在上述披露中。
備註5 - 應計負債及其他長期負債
應計負債 2024年9月30日的負債包括累計的賠償金$
自保險該公司自我投保某些與職工賠償索賠和1969年修訂的聯邦煤礦安全與健康法案以及員工醫療費用有關的損失。公司購買保險以減少對這些索賠的重要水平的風險。自我投保的損失根據截至資產負債表日的未投保索賠的總體責任的估算來計提，使用索賠數據和精算假設，因此由於各種因素而存在不確定性。
這些款項的估計總責任額爲$
用於潛在未來員工賠償索賠的託管資金被視爲受限現金，並已包括在凝聚資產負債表的其他流動資產中。限制現金餘額爲$
注6-股權
普通股-2023年6月12日，公司修訂和重申公司章程的修正案經股東投票批准，將現有普通股重新分類爲A類普通股，並創建一個單獨的B類普通股。
B類普通股的首次分配發生在2023年6月21日，通過股票股利向截至2023年5月12日持有普通股的現有持有人分配。在初次分配之日，每名普通股持有人收到
B類普通股的分配爲現有公司普通股持有人提供參與公司核心資產財務表現的機會，與公司的冶金煤業務分開進行，獨立進行。核心資產最初作爲公司在2022年第二季度收購Ramaco Coal的一部分而獲得。核心資產的財務業績包括基於公司當前預期的以下非成本承受的營業收入流。
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| ● | 從與Ramaco煤和Amonate礦藏相關的版稅中獲得的版稅費用，我們相信接近 |
| ● | 基於每噸在我公司製備廠加工的煤和每噸在公司鐵路裝車設施裝載的煤 $ |
| ● | 未來的營業收入將來自於愛文思控股的先進碳產品，以及稀土元素和重要礦產計劃。 |
公司已支付相當於總費用的分紅派息；然而，任何宣佈並支付的分紅金額均受公司董事會全權裁量。
此外，董事會保留了更改或添加與CORE相關的支出分配政策，重新定義CORE資產，並隨時單方面重新確定CORE每噸使用費的權力，而無需股東批准。持有A類普通股的股東在董事會宣佈並支付分紅時仍有權收取分紅，但要受到與支付分紅相關的任何法定或合同限制以及適用於未償付優先股的任何先前權利和偏好的約束。
CORE不是獨立的法律實體，b類普通股持有人不擁有對CORE資產的直接利益。b類普通股持有人是Ramaco Resources，Inc.的股東，承擔公司作爲整體的所有風險和責任。
關於投票權，A類普通股持有人和 普通股一起作爲一個單一類別就提交給股東投票的所有事項投票，並有權每股
就清算權而言，普通股持有人有權在支付債務和優先股清算優先權後，按比例收到分配給股東的資產。即，在清算時，對剩餘淨資產的權利在A類和B類普通股持有人之間是平等的。在清算事件中，B類普通股持有人沒有特定的核心資產權利。
董事會還保留自主權，可以自行決定，根據每類股票的一個日加權平均價格，將所有未償還的B類普通股轉換爲A類普通股。
追蹤股票的初始分發被記錄爲公允價值的股票股利，據估計每股價值$。
股權獎勵-股票獎勵支出總額爲$
限制性股票-在2024年第一季度向某些高管、關鍵員工和董事授予了A類限制性股票，其授予日公允價值爲xx美元。我們在2022年第一季度向某些高管和員工授予了百萬受限制的股票單位（即「RSUs」），這些單位一般在授予日後每年分別分期歸屬。
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員工獲得的獎勵的公允價值爲$
限制性股票單位（「RSUs」）—我們在2022年第一季度向某些高管和員工授予了百萬受限制的股票單位（即「RSUs」），這些單位一般在授予日後每年分別分期歸屬。
績效股單位（「PSUs」）—我們在2024年第一季度向某些高級執行人員和關鍵員工授予了A類績效股單位。這些獎勵大約在
績效股本單位按照市場條件確認爲獎勵，因爲控件取決於相對於一組同行公司的總股東回報。2024年第一季度授予的績效股本單位目標數量是
項修改 2024年第一季度公司一名高管的辭職及員工與公司達成的離職協議導致股票報酬費用淨支出爲$
分紅派息-董事會宣佈在2023年12月6日關於A類普通股的現金股息的
於2024年5月8日，公司宣佈其董事會宣佈了$的現金股息
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2022年12月8日，公司宣佈董事會宣佈每股普通股約 $
每股普通股的現金分紅金額爲$
注7—承諾和或有事項
環保母基負債—在支出被認爲是可能的並且能夠合理估計時，環境負債就被確認。負債的衡量基於當前頒佈的法律法規、現有技術和未打折的特定場地成本。一般情況下，這種確認會與正式行動計劃的承諾相一致。
按金債券—根據州法律的規定，我們需要發帖還原債券以確保還原工作完成。我們還有一小額按金債券用於擔保履約義務。2024年9月30日尚未償還的債券總額約爲$
煤炭租賃和相關的產權承諾我們根據協議租用煤炭儲量，要求在開採和銷售煤炭時支付Royalty。其中許多協議要求支付最低年度Royalty，無論開採和銷售的煤炭數量如何。總Royalty支出分別爲2011年9月30日和2013年9月30日結束的三個月爲$ X百萬和2011年9月30日和2013年9月30日結束的九個月爲$ X百萬。這些協議通常具有直至開採完所有礦井和可銷售煤炭的條款。Royalty或通行費是基於我們開採的煤炭的毛售價的一定比例。
運輸購買承諾通過鐵路合同和出口碼頭，我們確保了煤炭運輸的能力，有時候這些項目是通過保證購買安排融資的。截至2024年9月30日，公司在保證購買安排下的剩餘承諾總額爲$
訴訟。——我們不時面臨各種訴訟和公司正常經營過程中的其他索賠。與此類不確定因素相關的損失將在損失可能和金額可以合理估計時計提。在財務報表中尚未因此類事項計提損失。某些傷害相關事項可能出現損失；但是，由於此類訴訟尚未充分經歷發現和重要事實以及法律問題的發展，目前無法估計可能損失的區間。
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 | ( | | | | ||||||||||||
Class A restricted stock awards | | | | | ||||||||||||
Class B common stock | | | | | ||||||||||||
Class B restricted stock awards | | | | | ||||||||||||
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 | |||||||||||||||
Class A |
| Class B | Class A | Class B | ||||||||||||
2024 EPS calculations | ||||||||||||||||
Numerator | ||||||||||||||||
Net earnings (loss) | $ | ( | $ | | $ | | $ | | ||||||||
Denominator | ||||||||||||||||
Weighted average shares used to compute basic earnings per share |
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Dilutive effect of stock option awards |
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Dilutive effect of restricted stock units | — | | | | ||||||||||||
Dilutive effect of performance stock units | — | | | | ||||||||||||
Weighted average shares used to compute diluted earnings per share | | | | | ||||||||||||
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 |
| Class B | Class A | Class B | YTD 2023 Single Class |
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2023 EPS calculations (single class of common stock through 6/20/2023) | ||||||||||||||||
Numerator |
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Net earnings | $ | | $ | | $ | | $ | | $ | | ||||||
Denominator | ||||||||||||||||
Weighted average shares used to compute basic earnings per share |
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Dilutive effect of stock option awards |
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Dilutive effect of restricted stock units | | | | | — | |||||||||||
Dilutive effect of performance stock units | | | | | | |||||||||||
Weighted average shares used to compute diluted earnings per share | | | | | | |||||||||||
Earnings per common share (single class of common stock) | ||||||||||||||||
Basic | $ | | $ | | $ | | $ | | $ | | ||||||
Diluted | $ | | $ | | $ | | $ | | $ | | ||||||
18
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
19
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.
* * * * *
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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
25
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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