Ramaco Resources, Inc. [METC] Filings

10-Q 1 metc-20240630x10q.htm 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2024


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-38003

RAMACO RESOURCES, INC.

(Exact name of registrant as specified in its charter)


Delaware	38-4018838
(State or other jurisdiction	(I.R.S. Employer
of incorporation or organization)	Identification No.)

250 West Main Street, Suite 1900
Lexington, Kentucky	40507
(Address of principal executive offices)	(Zip code)

(859) 244-7455
(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.01 par value	METC	NASDAQ Global Select Market
Class B Common Stock, $0.01 par value	METCB	NASDAQ Global Select Market
9.00% Senior Notes due 2026	METCL	NASDAQ Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ⌧ No ◻

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ⌧ No ◻

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of July 31, 2024, the registrant had 43,728,727 and 8,718,991 outstanding shares of Class A and Class B common stock, respectively.

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TABLE OF CONTENTS


		Page

PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	30
Item 4.	Controls and Procedures	30

PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	32
Item 1A.	Risk Factors	32
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	32
Item 3.	Defaults Upon Senior Securities	32
Item 4.	Mine Safety Disclosures	32
Item 5.	Other Information	32
Item 6.	Exhibits	33

SIGNATURES		34

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this “Quarterly Report”) includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements, other than statements of historical fact included in this report, regarding our strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects, plans, and objectives of management are forward-looking statements. When used in this Quarterly Report, the words “could,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements described under, but not limited to, the heading “Item 1A. Risk Factors” included in this Quarterly Report and elsewhere in the Annual Report of Ramaco Resources, Inc. (the “Company”) on Form 10-K for the year ended December 31, 2023 (the “Annual Report”) filed with the United States Securities and Exchange Commission (the “SEC”) on March 14, 2024, as well as other filings of the Company with the SEC.

Forward-looking statements may include statements about:

●

anticipated production levels, costs, sales volumes, and revenue;

●

timing and ability to complete major capital projects;

●

economic conditions in the metallurgical coal and steel industries;

●

expected costs to develop planned and future mining operations, including the costs to construct necessary processing, refuse disposal and transport facilities;

●

estimated quantities or quality of our metallurgical coal reserves;

●

our ability to obtain additional financing on favorable terms, if required, to complete the acquisition of additional metallurgical coal reserves or to fund the operations and growth of our business;

●

maintenance, operating or other expenses or changes in the timing thereof;

●

the financial condition and liquidity of our customers;

●

competition in coal markets;

●

the price of metallurgical coal or thermal coal;

●

compliance with stringent domestic and foreign laws and regulations, including environmental, climate change and health and safety regulations, and permitting requirements, as well as changes in the regulatory environment, the adoption of new or revised laws, regulations and permitting requirements;

●

potential legal proceedings and regulatory inquiries against us;

●

the impact of weather and natural disasters on demand, production, and transportation;

●

purchases by major customers and our ability to renew sales contracts;

●

credit and performance risks associated with customers, suppliers, contract miners, co-shippers and traders, banks, and other financial counterparties;

●

geologic, equipment, permitting, site access and operational risks and new technologies related to mining;

●

transportation availability, performance, and costs;

●

availability, timing of delivery and costs of key supplies, capital equipment or commodities such as diesel fuel, steel, explosives, and tires;

●

timely review and approval of permits, permit renewals, extensions, and amendments by regulatory authorities;

●

our ability to comply with certain debt covenants;

●

tax payments to be paid for the current fiscal year;

●

our expectations relating to dividend payments and our ability to make such payments;

●

the anticipated benefits and impacts of previous acquisitions;

●

risks related to Russia’s invasion of Ukraine and the international community’s response;

●

risks related to weakened global economic conditions and inflation;

●

risks related to the Company’s tracking stock structure and separate performance of its Carbon Ore-Rare Earth (“CORE”) assets; and

●

other risks identified in this Quarterly Report that are not historical.

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We caution you that these forward-looking statements are subject to a number of risks, uncertainties, and assumptions, which are difficult to predict and many of which are beyond our control, incident to the development, production, gathering and sale of coal. Moreover, we operate in a very competitive and rapidly changing environment and additional risks may arise from time to time. It is not possible for our management to predict all of the risks associated with our business, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. Although we believe that our plans, intentions, and expectations reflected in or suggested by the forward-looking statements we make in this Quarterly Report are reasonable, we can give no assurance that these plans, intentions, or expectations will be achieved or occur, and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results.

All forward-looking statements, expressed or implied, included in this Quarterly Report are expressly qualified in their entirety by this cautionary statement and speak only as of the date of this Quarterly Report. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue.

Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this Quarterly Report.

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Ramaco Resources, Inc.

Unaudited Condensed Consolidated Balance Sheets



In thousands, except share and per share information	June 30, 2024		December 31, 2023
Assets
Current assets
Cash and cash equivalents	$	27,571	$	41,962
Accounts receivable		69,613		96,866
Inventories		52,396		37,163
Prepaid expenses and other		11,053		13,748
Total current assets		160,633		189,739
Property, plant, and equipment, net		474,516		459,091
Financing lease right-of-use assets, net		14,265		10,282
Advanced coal royalties		3,460		2,964
Other		6,354		3,760
Total Assets	$	659,228	$	665,836
Liabilities and Stockholders' Equity
Liabilities
Current liabilities
Accounts payable	$	47,863	$	51,624
Accrued liabilities		58,021		52,225
Current portion of asset retirement obligations		110		110
Current portion of long-term debt		7,198		56,534
Current portion of financing lease obligations		7,145		5,456
Insurance financing liability		439		4,037
Total current liabilities		120,776		169,986
Asset retirement obligations, net		29,455		28,850
Long-term debt, net		42,155		349
Long-term financing lease obligations, net		7,506		4,915
Senior notes, net		33,529		33,296
Deferred tax liability, net		54,740		54,352
Other long-term liabilities		4,941		4,483
Total liabilities		293,102		296,231
Commitments and contingencies
Stockholders' Equity
Preferred stock, $0.01 par value, 50,000,000 shares authorized, none issued or outstanding		—		—
Class A common stock, $0.01 par value, 225,000,000 shares authorized, 43,728,727 at June 30, 2024 and 44,002,581 at December 31, 2023 shares issued and outstanding		437		440
Class B common stock, $0.01 par value, 35,000,000 shares authorized, 8,718,991 at June 30, 2024 and 8,809,557 at December 31, 2023 shares issued and outstanding		87		88
Additional paid-in capital		276,734		277,133
Retained earnings		88,868		91,944
Total stockholders' equity		366,126		369,605
Total Liabilities and Stockholders' Equity	$	659,228	$	665,836

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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Ramaco Resources, Inc.

Unaudited Condensed Consolidated Statements of Operations


	Three months ended June 30,				Six months ended June 30,
In thousands, except per-share amounts	2024		2023		2024		2023

Revenue	$	155,315	$	137,469	$	327,991	$	303,829

Costs and expenses
Cost of sales (exclusive of items shown separately below)		122,770		99,199		262,483		209,748
Asset retirement obligations accretion		354		349		709		700
Depreciation, depletion, and amortization		15,879		13,556		31,098		25,407
Selling, general, and administrative		10,897		14,319		25,012		26,061
Total costs and expenses		149,900		127,423		319,302		261,916

Operating income		5,415		10,046		8,689		41,913

Other income (expense), net		2,522		2,495		3,151		3,742
Interest expense, net		(1,481)		(2,518)		(2,812)		(4,826)

Income before tax		6,456		10,023		9,028		40,829
Income tax expense		915		2,467		1,455		8,016
Net income	$	5,541	$	7,556	$	7,573	$	32,813

Earnings per common share *
Basic - Single class (through 6/20/2023)	$	—	$	0.14	$	—	$	0.71
Basic - Class A	$	0.08	$	0.03	$	0.08	$	0.03
Total	$	0.08	$	0.17	$	0.08	$	0.74

Basic - Class B	$	0.18	$	—	$	0.42	$	—

Diluted - Single class (through 6/20/2023)	$	—	$	0.14	$	—	$	0.70
Diluted - Class A	$	0.08	$	0.03	$	0.08	$	0.03
Total	$	0.08	$	0.17	$	0.08	$	0.73

Diluted - Class B	$	0.18	$	—	$	0.41	$	—

* Refer to Note 10 for earnings per common share calculations

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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Ramaco Resources, Inc.

Unaudited Condensed Consolidated Statements of Stockholders’ Equity


	Class A		Class B		Additional				Total
	Common		Common		Paid-		Retained		Stockholders'
In thousands	Stock *		Stock		in Capital		Earnings		Equity
Balance at January 1, 2024	$	440	$	88	$	277,133	$	91,944	$	369,605
Stock-based compensation		4		—		4,698		—		4,702
Shares surrendered for withholding taxes payable		(1)		—		(1,869)		—		(1,870)
Cash dividends and dividend equivalents declared		—		—		—		(2,201)		(2,201)
Net income		—		—		—		2,032		2,032
Balance at March 31, 2024		443		88		279,962		91,775		372,268
Stock-based compensation		—		—		4,583		—		4,583
Cash dividends and dividend equivalents declared		—		—		—		(8,448)		(8,448)
Shares surrendered for withholding taxes payable		(6)		(1)		(7,811)		—		(7,818)
Net income		—		—		—		5,541		5,541
Balance at June 30, 2024	$	437	$	87	$	276,734	$	88,868	$	366,126

Balance at January 1, 2023	$	442	$	—	$	168,711	$	140,045	$	309,198
Stock-based compensation		3		—		2,934		—		2,937
Shares surrendered for withholding taxes payable		(1)		—		(114)		—		(115)
Adjustment to dividends previously declared		—		—		—		(354)		(354)
Net income		—		—		—		25,257		25,257
Balance at March 31, 2023		444		—		171,531		164,948		336,923
Stock-based compensation		—		—		3,568		—		3,568
Cash dividends and dividend equivalents declared		—		—		—		(5,734)		(5,734)
Stock dividend declared and distributed		—		89		102,831		(102,920)		—
Shares surrendered for withholding taxes payable		(5)		(1)		(5,202)		—		(5,208)
Net income		—		—		—		7,556		7,556
Balance at June 30, 2023	$	439	$	88	$	272,728	$	63,850	$	337,105
* Common stock was reclassified to Class A common stock during Q2 2023. Refer to Note 6.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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Ramaco Resources, Inc.

Unaudited Condensed Consolidated Statements of Cash Flows


	Six months ended June 30,
In thousands	2024		2023
Cash flows from operating activities:
Net income	$	7,573	$	32,813
Adjustments to reconcile net income to net cash from operating activities:
Accretion of asset retirement obligations		709		700
Depreciation, depletion, and amortization		31,098		25,407
Amortization of debt issuance costs		441		357
Stock-based compensation		9,285		6,505
Other		(18)		(1,936)
Deferred income taxes		388		6,620
Changes in operating assets and liabilities:
Accounts receivable		27,253		(17,799)
Prepaid expenses and other current assets		2,695		5,106
Inventories		(15,233)		(22,452)
Other assets and liabilities		(2,715)		(957)
Accounts payable		(5,390)		13,030
Accrued liabilities		3,516		2,184
Net cash provided by operating activities		59,602		49,578

Cash flows from investing activities:
Capital expenditures		(32,833)		(48,016)
Maben preparation plant capital expenditures		(7,302)		—
Other		152		4,182
Net cash used for investing activities		(39,983)		(43,834)

Cash flows from financing activities:
Proceeds from borrowings		96,500		77,500
Payment of dividends		(16,503)		(11,108)
Repayment of borrowings		(104,029)		(42,588)
Repayment of Ramaco Coal acquisition financing - related party		—		(20,000)
Repayments of insurance financing		(3,598)		(3,001)
Repayments of equipment finance leases		(4,510)		(3,098)
Shares surrendered for withholding taxes payable		(1,870)		(5,179)
Net cash used for financing activities		(34,010)		(7,474)

Net change in cash and cash equivalents and restricted cash		(14,391)		(1,730)
Cash and cash equivalents and restricted cash, beginning of period		42,781		36,473
Cash and cash equivalents and restricted cash, end of period	$	28,390	$	34,743

Non-cash investing and financing activities:
Leased assets obtained under new financing leases		8,789		7,874
Capital expenditures included in accounts payable and accrued liabilities		6,568		14,615
Financed insurance		—		406
Tax liability on shares surrendered by employees		7,818		144
Accrued dividends and dividend equivalents payable		297		504

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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Ramaco Resources, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

NOTE 1—BUSINESS AND BASIS OF PRESENTATION

Ramaco Resources, Inc. (the “Company,” “Ramaco,” “we,” “us” or “our,”) is a Delaware corporation formed in October 2016. Our principal corporate and executive offices are located in Lexington, Kentucky with operational offices in Charleston, West Virginia and Sheridan, Wyoming. We are an operator and developer of high-quality, low-cost metallurgical coal in southern West Virginia and southwestern Virginia. 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.

Basis of Presentation—These interim financial statements are unaudited and have been prepared pursuant to the rules and regulations of the SEC regarding interim financial reporting. Certain disclosures have been condensed or omitted from these financial statements. Accordingly, they do not include all the information and notes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete consolidated financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2023.

In the opinion of the Company, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of the Company’s financial position as of June 30, 2024, as well as the results of operations and cash flows for all periods presented. In preparing the accompanying financial statements, management has made certain estimates and assumptions that affect reported amounts in the condensed consolidated financial statements and disclosures of contingencies. Actual results may differ from those estimates. The results for interim periods are not necessarily indicative of annual results. Intercompany balances and transactions between consolidated entities have been eliminated.

There were no material changes to the Company’s significant accounting policies during the six months ended June 30, 2024.

Recent Accounting Pronouncements—In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). The amendments in ASU 2023-07 require incremental disclosures related to a public entity’s reportable segments and increase the frequency with which most segment disclosures are made. Incremental disclosures required by the ASU include significant segment expenses regularly provided to the chief operating decision maker (“CODM”) and included within the segment’s measure of profit or loss, the title and position of the CODM and an explanation how the CODM uses the reported measure of a segment’s profit or loss to assess performance and allocate resources, and the amount and composition of other segment items necessary to reconcile segment revenue, significant expenses, and the reported measure of profit or loss. The ASU also expands interim disclosure requirements such that nearly all annual quantitative segment disclosures will be made on an interim basis and requires that entities with a single reportable segment provide all segment disclosures that are not evident from the primary financial statements, including significant segment expenses, consistent with the approach used by management to evaluate performance. ASU 2023-07 is effective starting with Ramaco’s 2024 annual financial statements and on a quarterly basis thereafter. Retrospective application is required. The Company is currently evaluating the impact of the ASU; however, incremental disclosures will likely occur upon adoption.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). The amendments in ASU 2023-09 require reporting entities to disclose annual income taxes paid, net of refunds, disaggregated by federal, state, and foreign taxes and to provide additional disaggregated information for individual jurisdictions that equal or exceed 5% of total income taxes paid, net of refunds. ASU 2023-09 also requires public business entities to disclose additional categories of information about federal, state, and foreign income taxes in their annual rate reconciliation table and provide more information about some categories if the quantitative threshold is met. The ASU will also require disclosure of amounts and percentages in the annual rate

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reconciliation table, rather than amounts or percentages, and will eliminate certain existing disclosure requirements related to uncertain tax positions and unrecognized deferred tax liabilities. ASU 2023-09 is effective starting with Ramaco’s 2025 annual financial statements and may be applied prospectively to only the income tax disclosures provided for 2025 or retrospectively by providing revised disclosures for all periods presented. Early adoption is permitted. The Company is currently evaluating the impact of the ASU; however, incremental disclosures will likely be provided on a prospective basis in the Company’s 2025 annual financial statements upon adoption.

NOTE 2—INVENTORIES

Inventories consisted of the following:


(In thousands)	June 30, 2024		December 31, 2023
Raw coal	$	14,411	$	20,122
Saleable coal		32,594		12,013
Supplies		5,391		5,028
Total inventories	$	52,396	$	37,163

NOTE 3—PROPERTY, PLANT AND EQUIPMENT

Property, plant, and equipment, net consisted of the following:



(In thousands)	June 30, 2024		December 31, 2023
Plant and equipment	$	309,996	$	290,060
Mining property and mineral rights		120,532		120,532
Construction in process		25,779		13,984
Capitalized mine development costs		182,894		174,260
Less: accumulated depreciation, depletion, and amortization		(164,685)		(139,745)
Total property, plant, and equipment, net	$	474,516	$	459,091

Depreciation, depletion, and amortization included:



	Three months ended June 30,				Six months ended June 30,
(In thousands)	2024		2023		2024		2023
Depreciation of plant and equipment	$	9,069	$	7,661	$	17,890	$	14,428
Amortization of right of use assets (finance leases)		2,883		1,999		5,376		3,881
Amortization and depletion of capitalized
mine development costs and mineral rights		3,927		3,896		7,832		7,098
Total depreciation, depletion, and amortization	$	15,879	$	13,556	$	31,098	$	25,407

NOTE 4—DEBT

Outstanding debt consisted of the following:


(In thousands)	June 30, 2024		December 31, 2023
Revolving Credit Facility	$	42,000	$	42,500
Equipment loans		753		2,983
Senior Notes, net		33,529		33,296
Financing of Maben Coal acquisition		6,600		11,400
Total debt	$	82,882	$	90,179
Current portion of long-term debt		7,198		56,534
Long-term debt, net	$	75,684	$	33,645

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Revolving Credit Facility—On May 3, 2024, the Company entered into the First Amendment Agreement to the Second Amended and Restated Credit and Security Agreement, which includes KeyBank National Association (“KeyBank”) and multiple lending parties, in order to, among other things, extend the maturity date and increase the size of the facility. The amended facility (the “Revolving Credit Facility”) has a maturity date of May 3, 2029, and provides an initial aggregate revolving commitment of $200.0 million as well as an accordion feature to increase the size by an additional $75.0 million subject to certain terms and conditions, including lenders’ consent. Prior to the First Amendment Agreement, the facility had a maturity date of February 15, 2026, and an initial aggregate revolving commitment of $125.0 million as well as an accordion feature of $50.0 million.

The borrowing base of the amended facility at June 30, 2024 was $85.7 million based on eligible accounts receivable and inventory collateral and reserve requirements. The remaining availability under the Revolving Credit Facility at June 30, 2024, after $42.0 million of outstanding borrowings, was $43.7 million.

Revolving loans under the amended facility bear interest at either the base rate plus 2.0% or the Secured Overnight Financing Rate plus 2.5%. The base rate equals the highest of the administrative agent’s prime rate, the Federal Funds Effective Rate plus 0.5%, or 3.0%.

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 1.10:1.00, calculated as of the last day of each fiscal quarter, must be maintained by the Company. In addition, the Company must maintain an average daily cash balance of $5.0 million, as determined on a monthly basis, in a dedicated account as well as an additional $1.5 million and $1.0 million in separate dedicated accounts to assure future credit availability. At June 30, 2024, we were in compliance with all debt covenants under the Revolving Credit Facility.

Fair Value—The Company’s Senior Notes had an estimated fair value of approximately $35.4 million and $35.5 million at June 30, 2024 and December 31, 2023, respectively. The fair values of the Company’s Senior Notes were based on observable market prices and were considered a Level 2 measurement based on trading volumes. The difference between the fair value and carrying amount of the Company’s remaining debts is not material due to the similarity between the terms of the debt agreements and prevailing market terms available to the Company.

Current Portion of Long-term Debt—The Company’s short-term debt at June 30, 2024 was comprised of $6.6 million of Maben Coal acquisition financing shown above, which has been repaid in full subsequent to the June 30, 2024 balance sheet date, and $0.6 million due under equipment loans. The Company’s short-term debt at December 31, 2023 was comprised of $42.5 million borrowed under the Revolving Credit Facility, which was repaid shortly after the December 31, 2023 balance sheet date using funds from current operations, $11.4 million of unpaid financing associated with the Maben Coal Acquisition, and $2.6 million due under equipment loans.

Other—Finance lease obligations and liabilities related to insurance premium financing are excluded from the disclosures above.

NOTE 5—ACCRUED LIABILITIES AND OTHER LONG-TERM LIABILITIES

Accrued liabilities at June 30, 2024 consisted of accrued compensation of $20.8 million and various other liabilities. Accrued liabilities at December 31, 2023 consisted of $14.6 million of accrued compensation and various other liabilities. The year-to-date increase of $5.8 million in Accrued liabilities was primarily related to the $7.8 million liability to taxing authorities for shares surrendered by employees at the vesting date to satisfy tax withholding obligations, which were paid by the Company shortly after the June 30, 2024 balance sheet date and are included in the accrued compensation total above. Short-term dividends and dividend equivalents payable decreased $5.6 million during

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the year, which was driven by the payment of Class A common stock dividends accrued at year end 2023. However, this activity was offset by increases in various accrued liabilities during the year.

Self-Insurance—The Company is self-insured for certain losses relating to workers’ compensation claims and occupational disease obligations under the Federal Mine Safety and Health Act of 1969, as amended, as well as for employee medical expenses. The Company purchases insurance coverage to reduce its exposure to significant levels of these claims. Self-insured losses are accrued based upon estimates of the aggregate liability for uninsured claims incurred as of the balance sheet date using claims data and actuarial assumptions and, therefore, are subject to uncertainty due to a variety of factors.

The estimated aggregate liability for these items totaled $4.7 million and $5.2 million as of June 30, 2024 and December 31, 2023, respectively. Of the aggregate liability, the amounts included in Other long-term liabilities were $3.0 million and $3.1 million at June 30, 2024 and December 31, 2023, respectively.

Funds held in escrow for potential future workers’ compensation claims are considered restricted cash and have been included in other current assets on the condensed consolidated balance sheets. Restricted cash balances were $0.8 million at June 30, 2024 and December 31, 2023.

NOTE 6—EQUITY

Common Stock—On June 12, 2023, an amendment to the Company’s amended and restated certificate of incorporation was approved by shareholder vote to reclassify the Company’s existing common stock as shares of Class A common stock and create a separate Class B common stock.

The initial distribution of Class B common stock occurred on June 21, 2023 via a stock dividend to existing holders of common stock as of May 12, 2023. On the date of initial distribution, each holder of common stock received 0.2 shares of Class B common stock for every one share of existing common stock held on the record date. Similar actions or modifications occurred for holders of outstanding stock-based awards.

The distribution of the Class B common stock provides existing holders of the Company’s common stock with an opportunity to participate directly in the financial performance of the Company’s CORE assets on a stand-alone basis, separate from the Company’s metallurgical coal operations. CORE assets were acquired initially as part of the Company’s acquisition of Ramaco Coal in the second quarter of 2022. The financial performance of CORE assets consists of the following non-cost bearing revenue streams based on the Company’s current expectations:

●

Royalty fees derived from the royalties associated with the Ramaco Coal and Amonate reserves, which we believe approximates 3% of Company-produced coal sales revenue excluding coal sales revenue from Knox Creek,

●

Infrastructure fees based on $5.00 per ton of coal processed at our preparation plants and $2.50 per ton of loaded coal at the Company’s rail load-out facilities, and

●

Future income derived, if and when realized, from advanced carbon products as well as rare earth elements and critical minerals initiatives.

The Company has paid dividends equal to 20% of the total fees above; however, any dividend amounts declared and paid are subject to the sole discretion of the Company’s Board of Directors.

In addition, the Board of Directors retains the power to change or add expense allocation policies related to CORE, redefine CORE assets, and redetermine CORE’s per-ton usage fees at any time, in its sole discretion, without shareholder approval. Holders of shares of Class A common stock continue to be entitled to receive dividends when and if declared by the Board of Directors subject to any statutory or contractual restrictions on the payment of dividends and to any prior rights and preferences that may be applicable to outstanding preferred stock, if any.

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CORE is not a separate legal entity and holders of Class B common stock do not own a direct interest in the assets of CORE. Holders of Class B common stock are stockholders of Ramaco Resources, Inc. and are subject to all risks and liabilities of the Company as a whole.

With respect to voting rights, holders of Class A common stock and Class B common stock vote together as a single class on all matters submitted to a vote of the stockholders and are entitled to one vote per share. The holders of Class A common stock and Class B common stock do not have cumulative voting rights in the election of directors. Class B common stock does not have any specific voting rights or governance rights with respect to CORE.

With respect to liquidation rights, holders of common stock are entitled to receive ratably the assets available for distribution to the stockholders after payment of liabilities and the liquidation preference of outstanding preferred stock, if any. That is, the rights to residual net assets upon liquidation are equal between holders of Class A and Class B common stock. Holders of Class B common stock do not have specific rights to CORE assets in the event of liquidation.

The Board of Directors also retains the ability, in its sole discretion, to exchange all outstanding shares of Class B common stock into Class A common stock based on an exchange ratio determined by a 20-day trailing volume-weighted average price for each class of stock.

The initial distribution of the tracking stock was recorded as a stock dividend at fair value, which was estimated to be $11.00 per share based on the closing price of Class B shares on the first day of regular-way trading. The effect of the equity restructuring was a $102.9 million reduction in retained earnings and an increase of $102.9 million to Class B common stock and additional paid-in capital during the second quarter of 2023. Outstanding stock-based awards were reclassified to Class A common stock as part of the equity restructuring. In addition, pursuant to the terms of the Company’s outstanding stock-based awards, equitable adjustments were made in accordance with such terms based on the same factor of 0.2 for every outstanding award. Since there were no changes in fair value, vesting conditions, or award classification, no incremental compensation expense resulted.

Stock-Based Awards—Stock-based compensation expense totaled $4.6 million and $3.6 million for the three months ended June 30, 2024 and June 30, 2023, respectively. Stock-based compensation expense totaled $9.3 million and $6.5 million for the six months ended June 30, 2024 and June 30, 2023, respectively. During 2024, the Company granted new stock-based awards and modified certain awards previously granted as discussed below. New stock-based awards granted during the first six months of 2024 were for Class A common stock, all of which were granted in the first quarter of 2024. There were no Class B stock-based awards granted during the first six months of 2024.

Restricted Stock—We granted 179,028 shares of Class A restricted stock to certain senior executives, key employees, and directors during the first quarter of 2024, having a grant-date fair value of $3.1 million. The aggregate fair value of the awards granted to employees was $2.5 million, which is recognized ratably as expense over the three-year service period unless forfeited. The aggregate fair value of restricted stock granted to directors was $0.6 million, which is recognized ratably as expense over one year unless forfeited. During the vesting period, the participants have voting rights and receive nonforfeitable dividends on the same basis as fully vested common stockholders.

Restricted Stock Units (“RSUs”)—We granted 302,699 Class A restricted stock units to certain senior executives and key employees during the first quarter of 2024, having a grant-date fair value of $17.58 per share. The aggregate fair value of these awards was $5.3 million, which is recognized ratably as expense over the three-year service period unless forfeited. During the vesting period, the participants have no voting rights and no dividend rights; however, participants are entitled to receive dividend equivalents, which shall be subject to the same conditions applicable to the units and payable at the time the units vest. The recipient will receive one share of Class A common stock for each stock unit vested.

Performance Stock Units (“PSUs”)—We granted Class A performance stock units to certain senior executives and key employees during the first quarter of 2024. These awards cliff-vest approximately three years from the date of grant based on the achievement of targeted performance levels related to pre-established relative total shareholder return goals. These performance stock units may be earned from 0% to 200% of target depending on actual results. During the vesting period, the participants have no voting rights and no dividend rights; however, participants are entitled to receive

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dividend equivalents, which shall be subject to the same conditions applicable to the units and payable at the time the units vest. The recipient will receive one share of Class A common stock for each stock unit vested.

Performance stock units are accounted for as awards with a market condition since vesting depends on total shareholder return relative to a group of peer companies. The target number of performance stock units granted during the first quarter of 2024, or 315,941 units, were valued relative to the total shareholder return of a peer group based on a Monte Carlo simulation, which resulted in a grant date fair value of $28.72 per unit. The aggregate fair value of these awards was $9.1 million, which is recognized ratably as expense over the three-year period.

Modification— The resignation of one of the Company’s executive officers and the separation agreement between the employee and the Company that occurred during the first quarter of 2024 resulted in a net charge to stock compensation expense of $1.2 million during the period. Incremental value of $1.8 million resulted from the continued equity vesting provision included in the separation agreement applicable to the employee’s restricted stock awards, which was recognized as expense. This amount was offset partially by the $0.6 million reversal of previously recognized compensation expense related to the pre-modified restricted stock award ($0.3 million) as well as the forfeiture of restricted stock units and performance stock units (collectively $0.3 million).

Dividends–On December 6, 2023, the Company announced that the Board of Directors declared a cash dividend on Class A common stock of $0.1375 per share of Class A common stock, which was paid on March 15, 2024 to shareholders of record on March 1, 2024 in the amount of $6.1 million. Dividends of $6.0 million were accrued in December 2023 for the declaration of the Class A cash dividends. In addition, previously accrued dividend equivalents of $0.1 million were paid to employees who satisfied restricted stock unit service conditions during the first quarter of 2024. On February 1, 2024, the Company announced that the Board of Directors declared a cash dividend of $0.2416 per share of Class B common stock, which was paid on March 15, 2024 to shareholders of record on March 1, 2024 in the amount of $2.1 million. On May 8, 2024, the Company announced that its Board of Directors declared cash dividends of $0.1375 per share of Class A common stock and $0.2376 per share of Class B common stock during the second quarter of 2024. The Class B dividend was calculated based on 20% of CORE royalty and infrastructure fees for the first quarter of 2024. Dividends for Class A and Class B common stock were paid on June 15, 2024 to shareholders of record on June 1, 2024, in the amount of $6.1 million and $2.1 million, respectively, bringing the total cash dividends paid for the six months ended June 30, 2024 to $16.5 million.

On December 8, 2022, the Company announced that its Board of Directors declared a quarterly cash dividend of approximately $0.125 per share of common stock. Estimated dividends of $5.5 million were accrued in December 2022 and were paid on March 15, 2023 to shareholders of record on March 1, 2023 in the amount of $5.6 million. Cash dividends in the amount of $5.6 million, or approximately $0.125 per share of common stock, were paid on June 15, 2023, to shareholders of record on June 1, 2023, bringing the total cash dividends paid for the six months ended June 30, 2023 to $11.1 million.

NOTE 7—COMMITMENTS AND CONTINGENCIES

Environmental Liabilities—Environmental liabilities are recognized when the expenditures are considered probable and can be reasonably estimated. Measurement of liabilities is based on currently enacted laws and regulations, existing technology, and undiscounted site-specific costs. Generally, such recognition would coincide with a commitment to a formal plan of action. No amounts have been recognized for environmental liabilities.

Surety Bond—In accordance with state laws, we are required to post reclamation bonds to assure that reclamation work is completed. We also have a smaller amount of surety bonds that secure performance obligations. Bonds outstanding at June 30, 2024 totaled approximately $30.2 million.

Coal Leases and Associated Royalty Commitments—We lease coal reserves under agreements that require royalties to be paid as the coal is mined and sold. Many of these agreements require minimum annual royalties to be paid regardless of the amount of coal mined and sold. Total royalty expenses were $6.3 million and $7.0 million for the three months ended June 30, 2024 and June 30, 2023, and $13.0 million and $16.0 million for the six months ended June 30, 2024 and June 30, 2023, respectively. These agreements generally have terms running through exhaustion of all the

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mineable and merchantable coal covered by the respective lease. Royalties or throughput payments are based on a percentage of the gross selling price received for the coal we mine.

Contingent Transportation Purchase Commitments—We secure the ability to transport coal through rail contracts and export terminals that are sometimes funded through take-or-pay arrangements. As of June 30, 2024, the Company’s remaining commitments under take-or-pay arrangements totaled $25.6 million, the majority of which relates to a multi-year contract with a total remaining commitment of $19.2 million over the remaining four years. The level of these commitments will generally be reduced at a per ton rate as such rail and export terminal services are utilized against the required minimum tonnage amounts over the contract term stipulated in such rail and export terminal contracts. However, as of June 30, 2024, the Company has an accrued liability of $0.5 million related to the volume shortfall associated with the first year’s annual commitment in the multi-year contract, which is in addition to the total remaining commitment above. The accrued liability for the expected shortfall was $0.8 million at December 31, 2023.

Litigation—From time to time, we are subject to various litigation and other claims in the normal course of business. Losses related to such contingencies are accrued when/if loss is probable and the amount is reasonably estimable. No losses have been accrued in the consolidated financial statements with respect to such matters. Losses from certain injury-related matters are reasonably possible of occurring; however, an estimate of the possible range of loss cannot be made at this time as such litigation has not yet progressed sufficiently through discovery and development of important facts and legal issues.

On November 5, 2018, one of our three raw coal storage silos that fed our Elk Creek plant experienced a partial structural failure. A temporary conveying system completed in late-November 2018 restored approximately 80% of our plant capacity. We completed a permanent belt workaround and restored the preparation plant to its full processing capacity in mid-2019. Our insurance carrier, Federal Insurance Company, disputed our claim for coverage based on certain exclusions to the applicable policy and, therefore, on August 21, 2019, we filed suit against Federal Insurance Company and Chubb INA Holdings, Inc. in Logan County Circuit Court in West Virginia seeking a declaratory judgment that the partial silo collapse was an insurable event and to require coverage under our policy. Defendants removed the case to the United States District Court for the Southern District of West Virginia, and upon removal, we 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 $7.7 million in contract damages and on July 16, 2021, made an additional award of $25.0 million for damages for wrongful denial of the claim under Hayseeds, Inc. v. State Farm Fire & Cas., 177 W. Va. 323, 352 S.E. 2d 73 (W. Va. 1986), including inconvenience and aggravation. On August 12, 2021, the defendants filed a post-trial motion for judgment as a matter of law or in the alternative to alter or amend the judgment or for a new trial. On March 4, 2022, the court entered its memorandum opinion and order on the motion reducing the jury award to a total of $1.8 million, including pre-judgment interest, and also vacated and set aside, in its entirety, the jury award of Hayseeds damages. The same day, the court entered the judgment in accordance with the memorandum opinion and order.

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 $7.7 million contract damages verdict. The court further determined that we are entitled to attorney’s fees in an amount to be determined on remand. Finally, the court held that we are entitled to Hayseeds damages for wrongful denial of the claim but remanded for a new trial on the amount of such damages after affirming that the original $25 million award was excessive. On August 3, 2023, the Defendants-Appellees filed a Petition of Rehearing and Rehearing En Banc with the Fourth Circuit. The petition was denied by order dated August 15, 2023. On August 29, 2023, the court clarified that the amount of attorney’s fees to be determined on remand included appellate fees. On September 8, 2023, the court entered its amended judgment, which awarded post-judgment interest on the previously awarded and reinstated verdict related to contract (compensatory) damages and the Fourth Circuit thereafter issued its mandate on October 2, 2023. The matter is now pending before the District Court for a new trial for Hayseeds damages, as well as the court’s determination and award of attorney’s fees. The Court is currently considering whether the new trial will include potential recovery for the net economic loss resulting from the insurer’s wrongful denial of the claim.

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The defendants fully paid during 2023 the 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 attorney fees for both the appeal and the first trial, adding there will be a full Hayseeds trial. Regarding the court’s determination and award of attorney’s fees, the Company accrued a loss recovery asset of approximately $3.1 million during the second quarter of 2024. The Company considers that it is probable to recover at least this amount of previously recognized attorneys’ fees expenses based on the developments above.

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 one year and the pricing is typically fixed. Export sales have spot or term contracts, and pricing can be either fixed or derived against index-based pricing mechanisms. Sales completed with delivery to an export terminal are reported as export revenue.

Disaggregated information about Revenue is presented below:


	Three months ended June 30,				Six months ended June 30,
(In thousands)	2024		2023		2024		2023
Coal Sales
North American revenue	$	55,342	$	53,401	$	109,515	$	93,428
Export revenue, excluding Canada		99,973		84,068		218,476		210,401
Total revenue	$	155,315	$	137,469	$	327,991	$	303,829

Revenue for the three months and six months ended June 30, 2024 includes $0.3 million and $1.1 million, respectively, of additional revenue related to adjustments for performance obligations satisfied in a previous reporting period. These adjustments were due to true-ups of previous estimates for provisional pricing and demurrage as well as price adjustments for minimum specifications or qualities of delivered coal.

As of June 30, 2024, the Company had outstanding performance obligations of approximately 1.0 million tons for contracts with fixed sales prices averaging $165 per ton, excluding freight, as well as 2.4 million tons for contracts with index-based pricing mechanisms. The Company expects to satisfy approximately 62% of the committed tons in 2024, 37% in 2025, and 1% in 2026. Variable amounts, including index-based prices, have not been estimated for the purpose of disclosing remaining performance obligations as permitted under the revenue recognition guidance when variable consideration is allocated entirely to a wholly unsatisfied performance obligation.

Concentrations—During the three months ended June 30, 2024, sales to three individual customers were 10% or more of our total revenue. Sales to these customers represented 11%, 10%, and 10% of our total revenue during the three-month period. During the six months ended June 30, 2024, sales to three individual customers were 10% or more of our total revenue. Sales to these customers represented 13%, 10%, and 10% of our total revenue during the six-month period. For comparison purposes, during the three months ended June 30, 2023, sales to two individual customers were 10% or more of our total revenue and accounted for approximately 35%, collectively, of our total revenue. During the six months ended June 30, 2023, sales to four individual customers were 10% or more of our total revenue and accounted for approximately 49%, collectively, of our total revenue. Three customers with individual accounts receivable balances equal to 10% or more of total accounts receivable made up approximately 23%, 20%, and 19% of the Company’s accounts receivable balance as of June 30, 2024.

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.

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Our effective tax rate for the three months ended June 30, 2024 and June 30, 2023 was 26.3% and 24.6%, respectively, excluding the impact of discrete items. Our effective tax rate for the six months ended June 30, 2024 and June 30, 2023, excluding discrete items, was 24.5% and 19.6%, respectively. Discrete items of $0.8 million were recognized during the three months and six months ended June 30, 2024 related to excess tax benefits on share-based awards. 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.

NOTE 10—EARNINGS 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 June 30,				Six months ended June 30,
	2024		2023		2024		2023

Earnings attribution
Single class of common stock (through 6/20/2023) *	$	N/A	$	6,125	$	N/A	$	31,382
Class A common stock		3,435		1,326		3,329		1,326
Class A restricted stock awards		229		105		230		105
Class B common stock		1,541		—		3,573		—
Class B restricted stock awards		71		—		143		—
Forfeitable dividends declared on unvested stock-based awards		265		—		298		—
Net income	$	5,541	$	7,556	$	7,573	$	32,813

* 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

Ramaco Resources, Inc. [METC] Filings
Ramaco Resources, Inc. [METCB] Filings
Ramaco Resources, Inc. [METCL] Filings
10-Q	[2024-08-08]
10-Q	[2024-05-09]
10-K	[2024-03-14]
10-Q	[2023-11-09]
10-Q	[2023-08-09]
10-Q	[2023-05-09]
10-K	[2023-03-14]
10-Q	[2022-11-09]
10-Q	[2022-08-09]
10-Q	[2022-05-13]
10-K	[2022-04-01]
10-Q	[2021-11-02]
10-Q	[2021-08-02]
S-1	[2021-06-17]
10-Q	[2021-05-12]
10-K	[2021-02-18]
10-Q	[2020-11-03]
10-Q	[2020-08-06]
10-Q	[2020-05-12]
10-K	[2020-02-20]
10-Q	[2019-11-05]
10-Q	[2019-08-13]
10-Q	[2019-05-07]
10-K	[2019-03-19]
10-Q	[2018-11-07]
10-Q	[2018-08-06]
10-Q	[2018-05-15]
10-K	[2018-03-21]
10-Q	[2017-11-08]
10-Q	[2017-08-14]
10-Q	[2017-05-10]
10-K	[2017-03-28]
S-1	[2016-12-29]

Ramaco Resources, Inc. [METC] Filings

Ramaco Resources, Inc. [METCB] Filings

Ramaco Resources, Inc. [METCL] Filings