Skip to main content

Ramaco Resources Inc

For the period ended Mar 31, 2024. Filed May 9, 2024.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2024 · Filed May 9, 2024

METC$6.82+9.3%Stored close · as of Nov 9, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

See the whole filing, with its images and exhibits

Item 1. Financial Statements

Unaudited Condensed Consolidated Balance Sheets

​​​​​​​​
​ · ​ · ​
In thousands, except share and per share information · March 31, 2024 · December 31, 2023
Assets · ​ · ​ · ​ · ​
Current assets · ​ · ​ · ​ · ​
Cash and cash equivalents​$30,503​$41,962​
Accounts receivable​103,539​96,866​
Inventories​41,280​37,163​
Prepaid expenses and other​7,286​13,748​
Total current assets​182,608​189,739​
Property, plant, and equipment, net​466,253​459,091​
Financing lease right-of-use assets, net​​17,148​​10,282​
Advanced coal royalties​3,410​2,964​
Other​4,592​3,760​
Total Assets​$674,011​$665,836​
Liabilities and Stockholders' Equity​​​​​​​
Liabilities​​​​​​​
Current liabilities​​​​​​​
Accounts payable​$59,694​$51,624​
Accrued liabilities​49,657​52,225​
Current portion of asset retirement obligations​110​110​
Current portion of long-term debt​28,227​56,534​
Current portion of financing lease obligations​​8,541​​5,456​
Insurance financing liability​​2,238​​4,037​
Total current liabilities​148,467​169,986​
Asset retirement obligations, net​29,197​28,850​
Long-term debt, net​24,739​349​
Long-term financing lease obligations, net​​8,543​4,915​
Senior notes, net​​33,412​33,296​
Deferred tax liability, net​52,424​54,352​
Other long-term liabilities​​4,961​​4,483​
Total liabilities​301,743​​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, 44,263,429 at March 31, 2024 and 44,002,581 at December 31, 2023 shares issued and outstanding​​443​​440​
Class B common stock, $0.01 par value, 35,000,000 shares authorized, 8,825,928 at March 31, 2024 and 8,809,557 at December 31, 2023 shares issued and outstanding​​88​​88​
Additional paid-in capital​279,962​277,133​
Retained earnings​91,775​91,944​
Total stockholders' equity​372,268​369,605​
Total Liabilities and Stockholders' Equity​$674,011​$665,836​
​​​​​​​​

Unaudited Condensed Consolidated Statements of Operations

​​​​​​​​
​ · ​ · Three months ended March 31, · ​
In thousands, except per-share amounts · 2024 · 2023
​​​​​​​​
Revenue$172,676$166,360
​​​​​​​​
Costs and expenses​​​​​​​
Cost of sales (exclusive of items shown separately below)​139,713​110,549​
Asset retirement obligations accretion​354​350​
Depreciation, depletion, and amortization​15,220​11,852​
Selling, general, and administrative​14,114​11,742​
Total costs and expenses​169,401​134,493​
​​​​​​​​
Operating income​3,275​31,867​
​​​​​​​​
Other income (expense), net​629​1,247​
Interest expense, net​(1,332)​(2,309)​
​​​​​​​​
Income before tax​2,572​30,805​
Income tax expense​540​5,548​
Net income​$2,032​$25,257​
​​​​​​​​
Earnings per common share *​​​​​​​
Basic - Single class (through 6/20/2023)​$N/A​$0.57​
Basic - Class A​$(0.00)​$—​
Total​$(0.00)​$0.57​
​​​​​​​​
Basic - Class B​$0.24​$—​
​​​​​​​​
Diluted - Single class (through 6/20/2023)​$N/A​$0.57​
Diluted - Class A​$(0.00)​$—​
Total​$(0.00)​$0.57​
​​​​​​​​
Diluted - Class B​$0.23​$—​
​​​​​​​​
* Refer to Note 10 for earnings per common share calculations​​​​​​​
​​​​​​​​

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
* Common stock was reclassified to Class A common stock during Q2 2023. Refer to Note 6.​​​​​​​​​​​​​​​
​​​​​​​​​​​​​​​​
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

Unaudited Condensed Consolidated Statements of Cash Flows

​​​​​​​​
​ · ​ · Three months ended March 31, · ​
In thousands · 2024 · 2023 · ​
Cash flows from operating activities: · ​ · ​ · ​
Net income​$2,032​$25,257​
Adjustments to reconcile net income to net cash from operating activities:​​​​​​​
Accretion of asset retirement obligations​354​350​
Depreciation, depletion, and amortization​15,220​11,852​
Amortization of debt issuance costs​207​149​
Stock-based compensation​4,702​2,937​
Other​​(23)​​—​
Deferred income taxes​(1,928)​2,154​
Changes in operating assets and liabilities:​​​​​​​
Accounts receivable​(6,673)​(29,925)​
Prepaid expenses and other current assets​6,462​4,779​
Inventories​(4,117)​(5,998)​
Other assets and liabilities​(494)​(823)​
Accounts payable​6,301​13,902​
Accrued liabilities​3,145​(3,272)​
Net cash provided by operating activities​25,188​21,362​
​​​​​​​​
Cash flows from investing activities:​​​​​​​
Capital expenditures​(18,730)​(23,546)​
Other​​65​​1,182​
Net cash used for investing activities​​(18,665)​​(22,364)​
​​​​​​​​
Cash flows from financing activities:​​​​​​​
Proceeds from borrowings​51,500​45,000​
Payment of dividends​​(8,319)​​(5,556)​
Repayment of borrowings​(55,417)​(24,145)​
Repayment of Ramaco Coal acquisition financing - related party​​—​​(10,000)​
Repayments of insurance financing​​(1,799)​​(1,433)​
Repayments of equipment finance leases​​(2,077)​​(1,746)​
Shares surrendered for withholding taxes payable​​(1,870)​​(115)​
Net cash (used for) provided by financing activities​(17,982)​2,005​
​​​​​​​​
Net change in cash and cash equivalents and restricted cash​(11,459)​1,003​
Cash and cash equivalents and restricted cash, beginning of period​42,781​36,473​
Cash and cash equivalents and restricted cash, end of period​$31,322​$37,476​
​​​​​​​​
Non-cash investing and financing activities:​​​​​​​
Leased assets obtained under new financing leases​8,790​954​
Capital expenditures included in accounts payable and accrued liabilities​6,708​13,812​
Financed insurance​​—​​407​
Accrued dividends and dividend equivalents payable​33​322​
​​​​​​​​
The accompanying notes are an integral part of these consolidated financial statements​​​​​

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.

*Economic Conditions—*Although conflicts overseas continue and global economic growth remains uncertain, supply constraints support the global metallurgical coal market overall. Ongoing bans on the import of Russian coal have affected the availability of supply to certain seaborne markets as well as contributed to volatility in coal prices.

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 March 31, 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 three months ended March 31, 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 amountsand percentages in the annual rate reconciliation table, rather than amountsor 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) · March 31, 2024 · December 31, 2023
Raw coal​$14,227​$20,122
Saleable coal​​21,902​​12,013
Supplies​5,151​5,028
Total inventories​$41,280​$37,163

NOTE 3—PROPERTY, PLANT AND EQUIPMENT

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

​​​​​​​​
​ · ​ · ​ · ​
(In thousands) · March 31, 2024 · December 31, 2023 · ​
Plant and equipment​$296,837​$290,060​
Mining property and mineral rights​​120,532​​120,532​
Construction in process​23,010​13,984​
Capitalized mine development costs​178,171​174,260​
Less: accumulated depreciation, depletion, and amortization​(152,297)​(139,745)​
Total property, plant, and equipment, net​$466,253​$459,091​

Depreciation, depletion, and amortization included:

​​​​​​​​
​​​​​​​​
​ · ​ · Three months ended March 31, · ​
(In thousands) · 2024 · 2023
Depreciation of plant and equipment​$8,821​$6,769​
Amortization of right of use assets (finance leases)​​2,493​​1,881​
Amortization and depletion of capitalized​​​​​​​
mine development costs and mineral rights​3,906​3,202​
Total depreciation, depletion, and amortization​$15,220​$11,852​

NOTE 4—DEBT

Outstanding debt consisted of the following:

​​​​​​​
(In thousands) · March 31, 2024 · December 31, 2023
Revolving Credit Facility​$41,500​$42,500
Equipment loans​​2,466​​2,983
Senior Notes, net​33,412​33,296
Financing of Maben Coal acquisition​​9,000​​11,400
Total debt​$86,378​$90,179
Current portion of long-term debt​28,227​56,534
Long-term debt, net​$58,151​$33,645

*Revolving Credit Facility—*On February 15, 2023, the Company entered into the Second Amended and Restated Credit and Security Agreement, which includes KeyBank National Association (“KeyBank”) and multiple lending parties. This facility (the “Revolving Credit Facility”), which has a maturity date of February 15, 2026, provides an initial aggregate revolving commitment of $125.0 million as well as an accordion feature of $50.0 million subject to certain terms and conditions, including lenders’ consent. The borrowing base at March 31, 2024 was $106.8 million based on eligible accounts receivable and inventory collateral and reserve requirements. The remaining availability under the Revolving Credit Facility at March 31, 2024, after $41.5 million of outstanding borrowings, was $65.3 million.

Revolving loans under the facility bear interest at either the base rate plus 1.50% or the Secured Overnight Financing Rate plus 2.00%. The base rate equals the highest of the administrative agent’s prime rate, the Federal Funds Effective Rate plus 0.5%, or 3%.

The terms of the 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 million, as determined on a monthly basis, in a dedicated account as well as an additional $1 million in a separate dedicated account to assure future credit availability. At March 31, 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 March 31, 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—Scheduled debt repayments to occur over the next twelve months from March 31, 2024 include $17.0 million of borrowings under the Revolving Credit Facility that were repaid shortly after the balance sheet date using funds from current operations, $9.0 million of Maben Coal acquisition financing shown above, and $2.2 million of 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 March 31, 2024 consisted of accrued compensation of $10.8 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 decrease inAccrued liabilities was related primarily to the $5.7 million decrease in

short-term dividends and dividend equivalents payable, which was driven by the payment of Class A common stock dividends accrued at year end 2023, and the $3.8 million decrease in accrued compensation, which was driven by annual bonus payments. These activities were offset partially by increases in various accrued payables during the quarter.

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 $4.8 million and $5.2 million as of March 31, 2024 and December 31, 2023, respectively. Of the aggregate liability, the amounts included inOther long-term liabilities were $3.1 million at March 31, 2024 and December 31, 2023.

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 March 31, 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 expects to pay a dividend 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.

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 toone 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.

*Stock-Based Awards—*Stock-based compensation expense totaled $4.7 million and $2.9 million for the three months ended March 31, 2024 and March 31, 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 quarter of 2024 were for Class A common stock. There wereno Class B stock-based awards granted during the first quarter 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 thethree-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—*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 thethree-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 receiveone share of Class A common stock for each stock unit vested.

*Performance Stock Units—*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 have the potential to 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 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 receiveone 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 thethree-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 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 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 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.

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 March 31, 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 $6.8 million and $9.0 million for the three months ended March 31, 2024 and March 31, 2023, respectively. These agreements generally have terms running through exhaustion of all the 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 March 31, 2024, the Company’s remaining commitments under take-or-pay arrangements totaled $30.7 million, the majority of which relates to a multi-year contract with a total remaining commitment of $19.4 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 March 31, 2024, the Company has accrued a $1.4 million liability for the shortfall associated with the first year’s annual commitment in the multi-year contract, which is included in 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. No amounts have been accrued in the consolidated financial statements with respect to any matters.

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 underHayseeds, 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 ofHayseeds 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 toHayseeds 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 RehearingEn 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 on damages for inconvenience and aggravation as well as the court’s determination and award of attorney’s fees.

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.

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 aboutone 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 aboutRevenue is presented below:

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Three months ended March 31, · ​
(In thousands) · 2024 · 2023 · ​
Coal Sales · ​ · ​ · ​
North American revenue​$54,173​$40,027​
Export revenue, excluding Canada​118,503​126,333​
Total revenue​$172,676​$166,360​

Revenue for the first quarter of 2024 includes $0.9 million 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 March 31, 2024, the Company had outstanding performance obligations of approximately 1.1 million tons for contracts with fixed sales prices averaging $168 per ton, excluding freight, as well as 3.1 million tons for contracts with index-based pricing mechanisms. The Company expects to satisfy approximately 78% of the committed tons in 2024,21% 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 March 31, 2024, sales totwo individual customers were 10% or more of our total revenue. Sales to these customers represented 19% and 11% of our total revenue during the period. For comparison purposes, during the three months ended March 31, 2023, sales tofour individual customers exceeded 10% of total revenue and accounted for approximately 63% of our revenue. Three customers with individual accounts receivable balances equal to 10% or more of total accounts receivable made up approximately 26%,15%, and 13% of the Company’s accounts receivable balance as of March 31, 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.

Our effective tax rate for the three months ended March 31, 2024 and March 31, 2023 was 21% and 18%, respectively. 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:

​​​​​​​​​​
(In thousands, except per share amounts) · Three months ended March 31, · ​ · ​ · ​
​ · 2024 · 2023 · ​ · ​
​​​​​​​​​​
Earnings attribution​​​​​​​​​
Single class of common stock (through 6/20/2023)​$N/A​$25,257​​​
Class A common stock​​(106)​​—​​​
Class A restricted stock awards​​1​​—​​​
Class B common stock​​2,032​​—​​​
Class B restricted stock awards​​72​​—​​​
Forfeitable dividends declared on unvested stock-based awards​​33​​—​​​
Net income​$2,032​$25,257​​​
​​​​​​​​​​
​​Three months ended March 31, 2024​​Three months ended March 31, 2023
​​Class AClass B​​Single Class
EPS calculations​​​​​​​​​
Numerator​​​​​​​​​
Net earnings (loss)​$(106)​$2,032​$25,257
Denominator​​​​​​​​​
Weighted average shares used to compute basic earnings per share​42,496​8,508​​44,281
Dilutive effect of stock option awards​—​96​​411
Dilutive effect of restricted stock units​​—​​32​​—
Dilutive effect of performance stock units​​—​​162​​—
Weighted average shares used to compute diluted earnings per share​​42,496​​8,798​​44,692
​​​​​​​​​​
Earnings per common share (dual-class structure)​​​​​​​​​
Basic​$(0.00)​$0.24​$0.57
Diluted​$(0.00)​$0.23​$0.57
​​​​​​​​​​

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. Historically, the Company has shown 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 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 first quarter of 2024, dividends declared by the Company were only for Class B common stock and were slightly in excess of consolidated net income for the period, which resulted in an undistributed net loss for reporting purposes. The resulting undistributed net loss was allocated proportionately between outstanding Class A and Class B common stock based on the rights to residual net assets upon liquidation being equal between holders of Class A and Class B common stock. The end result was that Class A common stock was attributed a small net loss while Class B was attributed net earnings for the purpose of calculating EPS.

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 1:1 basis

with common shares, applying the treasury stock method is antidilutive compared to the basic EPS calculation that allocates earnings to participating securities under the two-class method discussed previously. In addition, the Company’s ability to convert Class B common shares into Class A common shares is a contingency that will not be reflected in the diluted EPS for Class A common stock under the if-converted method until such time that the required Board resolutions occur, if ever.

For the first quarter of 2024, diluted EPS for Class A common stock excluded all outstanding stock awards because of the allocation of the undistributed net loss discussed above, and, therefore, the inclusion of any potential common shares would be antidilutive. Excluded Class A common stock awards were 749 thousand options to purchase Class A common stock,718 thousand restricted stock units, and 1,057 thousand performance stock units (at target). No potential common shares were excluded from the calculation of diluted EPS for Class B common stock.

Diluted EPS for the single class of common stock in the first quarter of 2023 excluded all outstanding restricted stock units (684 thousand units in total or 396 thousand units on a weighted average outstanding basis) because the effect would have been antidilutive. In addition, all outstanding performance stock units (767 thousand units at target) were excluded under the guidance for contingently issuable shares or, otherwise, because the effect would have been antidilutive.

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 $0.8 million for the three months ended March 31, 2023 related to the financing. The Company repaid the related-party financing debt in full during 2023. However, as of March 31, 2024, the Company still owed $0.1 million to Yorktown Partners related to the transaction, which is included inAccounts payable on the Consolidated Balance Sheet. This amount was adjusted downward during the first quarter of 2024 from the $0.4 million balance reported at December 31, 2023.

Other Professional Services—The Company has also entered into professional services agreements with two other related parties, which have been aggregated due to immateriality. Professional service fees incurred for these related parties were$71 thousand during the first quarter of 2024.

NOTE 12—SUBSEQUENT EVENTS

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. Both dividends are payable on June 15, 2024 to shareholders of record on June 1, 2024.

On May 8, 2024, the Company announced that it entered into a First Amendment Agreement to the Revolving Credit Facility on May 3, 2024, 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. Borrowings under the amended facility may not exceed the borrowing base as determined under the amended formula included in the agreement.

Revolving loans under the facility bear interest at either the base rate plus 2.00% or the Secured Overnight Financing Rate plus 2.50%. The base rate equals the highest of the administrative agent’s prime rate, the Federal Funds Effective Rate plus 0.5%, or 3.00%. The terms of the amended facility also require the Company to maintain certain covenants, including fixed charge coverage ratio and compensating balance requirements.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.