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Ramaco Resources Inc

For the period ended Jun 30, 2024. Filed Aug 8, 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.

Jun 30, 2024 · Filed Aug 8, 2024

METC$6.24+0.6%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2024-03-31; filed 2024-05-09.

0001558370-24-007598

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2024-06-30; filed 2024-08-08.

0001558370-24-011591

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 50 previous paragraphs and 60 current paragraphs.

21 unchanged; 21 reworded; 14 added; 6 removed; 2 previous and 4 current paragraphs rearranged.

Tables are not compared: 16 previous and 16 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (14)

Current report

Global metallurgical coal markets have softened in 2024 due to constrained economic growth in some regions of the world and continued conflict overseas. The global steel market has experienced slower growth, especially in China, despite modest strength in certain places such as India. The lack of demand in China’s traditional real estate and infrastructure sectors has led to lower use of steel in Chinese domestic markets and elevated levels of Chinese steel exports, which have negatively affected pricing in the Company’s traditional markets, including the U.S. and Europe, due to its impact on domestic steel producers. Longer term, the Company believes that limited global investment in new coking coal production capacity and an eventual return to economic growth will support coking coal markets overall.

Current report

Net income and Adjusted EBITDA for the three months and six months ended June 30, 2024 were impacted by the softening of global metallurgical coal markets. Margins on coal sales declined compared to the same periods in 2023 driven by the decrease in metallurgical coal price indices, which was due to a variety of macroeconomic factors including the continued Chinese oversupply of steel into a muted and slowing global economic environment.

Current report

There are no revenues from rare earth and critical minerals at this time.

Current report

Cost of sales.Our cost of coal sales for the three months ended June 30, 2024 was $122.8 million, approximately 24% higher than the same period in 2023 driven by the increase in tons sold discussed above. Cost of sales per ton sold decreased 4% from $139 per ton for the three months ended June 30, 2023 to $134 per ton for the three months ended June 30, 2024. Cash cost per ton sold(FOB mine), a non-GAAP measure which excludes transportation costs, alternative mineral development costs, and idle mine costs, decreased 2% from $110 per ton for the three months ended June 30, 2023 to $108 per ton for the three months ended June 30, 2024. Mine costs for the second quarter of 2024 benefited from efficiencies gained from increased production versus the same period in 2023.

Current report

*Selling, general, and administrative.*Selling, general, and administrative (“SG&A”) expenses were $10.9 million and $14.3 million for the three months ended June 30, 2024 and June 30, 2023, respectively. The $3.4 million decrease

Current report

in 2024 was primarily due to the $3.1 million benefit accrued for the probable recovery of attorney fees related to the silo failure litigation developments, as discussed in Note 7 of Part I, Item 1, which is not indicative of future SG&A expenses.

Current report

Six Months EndedJune 30, 2024 Compared to Six Months Ended**June 30, 2023

Current report

*Revenue.*Coal sales revenue for the six months ended June 30, 2024 was $328.0 million, approximately 8% higher than the same period in 2023 driven by the 25% increase in tons sold offset partially by the negative impact of pricing. The increase in tons sold occurred in both North America and export markets, with North America volumes increasing by 27% and export volumes increasing by 24%, and was aided by the Company’s increased capacity for production achieved during late 2023. Revenue per ton sold decreased 14% from $206 per ton for the six months ended June 30, 2023 to $178 per ton for the six months ended June 30, 2024 and was driven by the variability in index-based pricing for export sales. Revenue per ton sold (FOB mine), a non-GAAP measure which excludes transportation revenues and demurrage, decreased 15% from $176 per ton for the six months ended June 30, 2023 to $149 per ton for the six months ended June 30, 2024. U.S. coal price indices have fallen by roughly 25% on a year-to-date basis driven by the macroeconomic conditions discussed earlier. We expect metallurgical coal prices to remain volatile in the near term.

Current report

There are no revenues from rare earth and critical minerals at this time.

Current report

to the $3.1 million benefit accrued for the probable recovery of attorney fees related to the silo failure litigation developments, as discussed in Note 7 of Part I, Item 1, which is not indicative of future SG&A expenses.

Current report

*Other income (expense), net.*Other income, net was $3.2 million and $3.7 million for the six months ended June 30, 2024 and 2023, respectively. These amounts are related mostly to the recovery in 2024 of previously incurred demurrage and other transportation-related matters and insurance proceeds received in 2023 for the Berwind ignition event as previously discussed in the analysis of second quarter results above.

Current report

The metallurgical coal markets are volatile in nature; therefore, the Company prioritizes managing its financial position and liquidity, while managing costs and capital expenditures and returning value to its shareholders.

Current report

At June 30, 2024, we had $27.6 million of cash and cash equivalents and $43.7 million available under our Revolving Credit Facility for future borrowings. Cash and cash equivalents include $7.5 million of compensating balances held in dedicated accounts to assure future credit availability under the revolver. The Company’s total current assets were $160.6 million and were in excess of total current liabilities by $39.9 million as of the balance sheet date.

Current report

preparation plant at Maben to be fully operational before year-end 2024, which should reduce trucking costs at the complex. The Company anticipates capital expenditures to decline in the second half of 2024 as growth capital expenditures associated with our Ram 3 surface/highwall and Stonecoal Alma mines have already occurred.
Removed paragraphs (6)

Previous report

Although conflicts overseas continue and economic growth remains uncertain in some regions of the world, supply constraints continue to support the global metallurgical coal market overall, including markets in Asia. 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 prices.

Previous report

During the three months ended March 31, 2024, our net income and Adjusted EBITDA were significantly lower compared to the same period in 2023. This was driven by lower margins on coal sales due to the negative impact of sales pricing and, to a lesser extent, higher per ton cost of sales as discussed below.

Previous report

primarily due to greater compensation-related expenses and spending for professional services consistent with the Company’s growth efforts.

Previous report

At March 31, 2024, we had $30.5 million of cash and cash equivalents and $65.3 million available under our Revolving Credit Facility for future borrowings. Total current assets were $34.1 million higher than total current liabilities, which included $17.0 million of revolver borrowings repaid during the first half of April 2024.

Previous report

Refer to coal sales information for revenue per ton sold (GAAP) calculation

Previous report

Refer to coal sales information for cost per ton sold (GAAP) calculations
Reworded paragraphs (21)

Previous wording

During the first three months of 2024, we sold 0.9 million tons of coal and recognized $172.7 million of revenue. Of this amount, 31% was sold in North American markets, including Canada, and 69% was sold into export markets. During the same period of 2023, we sold 0.8 million tons of coal and recognized $166.4 million of revenue. Of this amount, 24% was sold in North American markets, including Canada, and 76% was sold into export markets. Sales into export markets, which often include index-based pricing, have greater exposure to variability in pricing. The Company’s exports have not been affected by the catastrophic bridge collapse in Baltimore, nor does the Company anticipate at this time any future effects, since all of the Company’s export throughput and shipments occur at other U.S. East Coast ports.

Current wording

During the first six months of 2024, we sold 1.8 million tons of coal and recognized $328.0 million of revenue. Of this amount, 33% of our revenue was from sales into North American markets, including Canada, and 67% of our revenue was from sales into export markets. During the same period of 2023, we sold 1.5 million tons of coal and recognized $303.8 million of revenue, of which 31% was from sales into North American markets, including Canada, and 69% was from sales into export markets. Sales into export markets, which often include index-based pricing, generally have greater exposure to variability in pricing. The Company’s exports have not been affected by the catastrophic bridge collapse in Baltimore that occurred earlier in 2024, nor does the Company anticipate at this time any future effects, since all of the Company’s export throughput and shipments occur at other U.S. East Coast ports.

Previous wording

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

Current wording

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 these commitments in the second half of 2024. Refer to Note 8 of Part I, Item 1 for additional information.

Previous wording

The Company continues to assess its potential rare earth elements deposit in Wyoming and is making progress in terms of initial mine development and related chemical testing. Analysis performed to date indicates elevated levels of rare earth elements along with significant concentrations of Gallium and Germanium, which are two high-value critical minerals recently banned from export by China. The rare earth elements exploration target is currently in an exploration stage and does not represent, and should not be construed to be, a mineral resource or mineral reserve as such terms are used in subpart 1300 of Regulation S-K. The Company also continues its work to advance new carbon product technologies with the goal of commercializing products that use coal in both an improved economic and environmental manner.

Current wording

The Company continues to assess its potential rare earth and critical minerals deposit in Wyoming and is making progress in terms of initial mine development and related chemical, metallurgical, and mineralogy testing. Analysis performed to date indicates elevated levels of rare earth elements along with significant concentrations of critical minerals Gallium and Germanium. The Company expects to complete its techno economic analysis of the overall commercial aspects of the opportunity later this year and anticipates constructing a demonstration processing facility in 2025. Our rare earth elements exploration target is currently in an exploration stage and does not represent, and should not be construed to be, a mineral resource or mineral reserve as such terms are used in subpart 1300 of Regulation S-K. The Company also continues its work to advance new carbon product technologies with the goal of commercializing products that use coal in both an improved economic and environmental manner.

Previous wording

*Revenue.*Our revenue includes sales of Company produced coal and coal purchased from third parties. We include amounts billed by us for transportation to our customers within revenue and transportation costs incurred within cost of sales.

Current wording

Our revenue includes sales of Company produced coal and coal purchased from third parties. We include amounts billed by us for transportation to our customers within revenue and transportation costs incurred within cost of sales.

Previous wording

Three Months EndedMarch 31, 2024 Compared to Three Months Ended**March 31, 2023

Current wording

Three Months EndedJune 30, 2024 Compared to Three Months Ended**June 30, 2023

Previous wording

Coal sales revenue for the three months ended March 31, 2024 was $172.7 million, approximately 4% higher than the same period in 2023 driven by the 23% increase in tons sold offset partially by the negative impact of pricing. The 172 thousand increase in tons sold occurred in both North America (105 thousand tons) and export markets (67 thousand tons) and was aided by the Company’s increased capacity for production achieved during late 2023. Revenue per ton sold decreased 15% from $220 per ton for the three months ended March 31, 2023 to $186 per ton for the three months ended March 31, 2024 and was driven by the variability in index-based pricing for export sales. Revenue per ton sold (FOB mine), a non-GAAP measure which excludes transportation revenues and demurrage, decreased 17% from $188 per ton for the three months ended March 31, 2023 to $155 per ton for the three months ended March 31, 2024. Prices fell by approximately 20% in the metallurgical coal markets throughout the first quarter of 2024, the majority of which occurred in March, on the back of muted global demand. While the drop in pricing that occurred in March appears to have stabilized, we expect metallurgical coal prices to remain volatile in the near term.

Current wording

*Revenue.*Coal sales revenue for the three months ended June 30, 2024 was $155.3 million, approximately 13% higher than the same period in 2023 driven by the 28% increase in tons sold offset partially by the negative impact of pricing. The increase in tons sold occurred primarily in export markets, with export volumes increasing by 39% and North America volumes increasing by 10%, and was aided by the Company’s increased capacity for production achieved during late 2023. Revenue per ton sold decreased 11% from $192 per ton for the three months ended June 30, 2023 to $170 per ton for the three months ended June 30, 2024 and was driven by the variability in index-based pricing for export sales. Revenue per ton sold (FOB mine), a non-GAAP measure which excludes transportation revenues and demurrage, decreased 13% from $165 per ton for the three months ended June 30, 2023 to $143 per ton for the three months ended June 30, 2024. The decrease in the Company’s revenue per ton sold measures was due to the decrease in U.S. and worldwide metallurgical coal price indices as indices continued to fall in the second quarter of 2024 due to the macroeconomic conditions discussed above. We expect metallurgical coal prices to remain volatile in the near term.

Previous wording

*Depreciation, depletion, and amortization.*Depreciation, depletion, and amortization expense totaled $15.2 million and $11.9 million for the three months ended March 31, 2024 and March 31, 2023, respectively. The increase year-to-year occurred across all asset types and was driven by the Company’s initiative to grow production.

Current wording

*Depreciation, depletion, and amortization.*Depreciation, depletion, and amortization expense totaled $15.9 million and $13.6 million for the three months ended June 30, 2024 and June 30, 2023, respectively. The increase year-to-year occurred across all asset types and was driven by the Company’s initiative to grow production.

Previous wording

*Other income (expense), net.*Other income, net was $0.6 million for the three months ended March 31, 2024 compared to $1.2 million for the same period in 2023.

Current wording

*Other income (expense), net.*Other income, net was $2.6 million for the three months ended June 30, 2024, which was primarily related to $2.2 million recovery of previously incurred demurrage and other transportation-related matters. Other income, net was $2.5 million for the same period in 2023, which was primarily due to $1.9 million of insurance proceeds received in excess of the Berwind ignition recovery asset accrued in 2022. These activities are not indicative of future results.

Previous wording

*Interest expense, net.*Interest expense, net was $1.3 million for the three months ended March 31, 2024 compared to $2.3 million for the same period in 2023. The decrease in 2024 was largely due to the repayment in full of related-party debt in 2023 associated with the financing of the Ramaco coal acquisition. Interest expense related to this financing was $0.8 million in the first quarter of 2023.

Current wording

*Interest expense, net.*Interest expense, net was $1.5 million for the three months ended June 30, 2024 compared to $2.5 million for the same period in 2023. The decrease in 2024 was largely due to the repayment in full of related-party debt in 2023 associated with the financing of the acquisition of Ramaco Coal from Yorktown Partners. Interest expense related to this financing was $0.6 million in the second quarter of 2023.

Previous wording

*Income tax expense.*The 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.

Current wording

*Income tax expense.*The effective tax rate for the three months ended June 30, 2024 and June 30, 2023 was 26.3% and 24.6%, respectively, excluding the $0.8 million favorable impact of discrete items. The primary differences from the federal statutory rate of 21% are related to state taxes, non-deductible expenses, the foreign-derived intangible income deduction, and depletion expense for income tax purposes.

Previous wording

Cost of sales.Our cost of sales totaled $139.7 million for the three months ended March 31, 2024 compared to $110.5 million for the same period in 2023. The 26% increase was driven by the increase in tons sold, as discussed above, and, to a lesser extent, the increase in the Company’s cost per ton sold. Cost of sales per ton sold increased 3% from $146 per ton for the three months ended March 31, 2023 to $150 per ton for the three months ended March 31, 2024. Cash cost per ton sold(FOB mine), a non-GAAP measure which excludes transportation costs, alternative mineral development costs, and idle mine costs, increased 8% from $109 per ton for the three months ended March 31, 2023 to $118 per ton for the three months ended March 31, 2024. First quarter of 2024 mine costs were impacted negatively by challenging geology and labor constraints, both of which are expected to improve throughout the second quarter and especially in the back half of 2024.

Current wording

Cost of sales.Our cost of coal sales totaled $262.5 million for the six months ended June 30, 2024 compared to $209.7 million for the same period in 2023. The 25% increase was driven by the increase in tons sold, as discussed directly above. Cost of sales per ton sold decreased 1% from $143 per ton for the six months ended June 30, 2023 to $142 per ton for the six months ended June 30, 2024. Cash cost per ton sold(FOB mine), a non-GAAP measure which excludes transportation costs, alternative mineral development costs, and idle mine costs, increased 3% from $110 per ton for the six months ended June 30, 2023 to $113 per ton for the six months ended June 30, 2024. Mine costs for 2024 were impacted negatively by challenging geology and labor constraints in the first quarter of 2024 but improved during the second quarter of 2024 as discussed previously.

Previous wording

*Selling, general, and administrative.*Selling, general, and administrative expenses were $14.1 million and $11.7 million for the three months ended March 31, 2024 and March 31, 2023, respectively. The 20% increase in 2024 was

Current wording

*Selling, general, and administrative.*Selling, general, and administrative (“SG&A”) expenses were $25.0 million and $26.1 million for the six months ended June 30, 2024 and June 30, 2023, respectively. The decrease in 2024 is due

Previous wording

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. The amended facility provides the Company with additional flexibility to pursue further growth in production while meeting normal operating requirements.

Current wording

On May 3, 2024, the Company entered into the First Amendment Agreement to the Second Amended and Restated Credit and Security Agreement in order to, among other things, extend the maturity date and increase the size of its existing Revolving Credit Facility. The amended facility has a maturity date of May 3, 2029, and provides an initial aggregate revolving commitment of $200 million as well as an accordion feature to increase the size by an additional $75 million subject to certain terms and conditions, including the lenders’ consent. The amended facility provides the Company with additional flexibility to pursue further growth in production while meeting normal operating requirements. The terms of the amended facility also require the Company to maintain certain covenants, including fixed charge coverage ratio and compensating balance requirements. Borrowings under the amended facility may not exceed the borrowing base as determined under the amended formula included in the agreement.

Previous wording

Significant sources and uses of cash during the first three months of 2024

Current wording

Significant sources and uses of cash during the first six months of 2024

Previous wording

The Class B common stock dividend was calculated based on 20% of the fourth quarter 2023 CORE royalty and infrastructure fees as shown below. Refer to Note 6 of Part I, Item 1 for additional information regarding dividends.

Current wording

The Class B common stock dividends were calculated based on 20% of the previous quarter’s CORE royalty and infrastructure fees as shown below. Refer to Note 6 of Part I, Item 1 for additional information regarding dividends.

Previous wording

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

Current wording

On August 7, 2024, the Company announced that its Board of Directors declared cash dividends of $0.1375 per share of Class A common stock and $0.2246 per share of Class B common stock during the third quarter of 2024. The Class B dividend was calculated based on 20% of CORE royalty and infrastructure fees for the second quarter of 2024. Both dividends are payable on September 13, 2024 to shareholders of record on August 30, 2024. The Company anticipates declaring similar cash dividends on a quarterly basis in future periods; however, future declarations of dividends are subject to Board of Directors’ approval and may be adjusted as business needs or market conditions change.

Previous wording

On September 1, 2023, the Company filed a shelf registration statement to sell any combination of Class A common stock, Class B common stock, preferred stock, depositary shares, debt securities, warrants, and rights at an aggregate initial offering price of up to $400.0 million. However, the Company has no specific plans to raise capital at this time

Current wording

On September 1, 2023, the Company filed a shelf registration statement to sell any combination of Class A common stock, Class B common stock, preferred stock, depositary shares, debt securities, warrants, and rights at an aggregate initial offering price of up to $400.0 million. However, the Company has no specific plans to raise capital at this time and no securities may be sold until a prospectus supplement describing the method and terms of any future offering is delivered.

Previous wording

Refer to Notes 4 and 12 of Part I, Item 1 for information regarding the Company’s Revolving Credit Facility and the subsequently amended facility as well as indebtedness.

Current wording

Refer to Note 4 of Part I, Item 1 for information regarding the Company’s Revolving Credit Facility and indebtedness.

Previous wording

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the amounts of revenue and expenses reported for the period then ended. A discussion of our critical accounting policies and estimates is included in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies and Estimates” of the Annual Report. There were no material changes to our critical accounting policies during the first three months of 2024.

Current wording

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the amounts of revenue and expenses reported for the period then ended. A discussion of our critical accounting policies and estimates is included in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies and Estimates” of the Annual Report. There were no material changes to our critical accounting policies during the first six months of 2024.

Previous wording

Adiscussion of off-balance sheet arrangements is included under the heading “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Off-Balance Sheet Arrangements” in the Annual Report. There were no material changes during the first three months of 2024.

Current wording

Adiscussion of off-balance sheet arrangements is included under the heading “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Off-Balance Sheet Arrangements” in the Annual Report. There were no material changes during the first six months of 2024.

Previous wording

We define Adjusted EBITDA as net income plus net interest expense; stock-based compensation expense; depreciation, depletion, and amortization expenses; income taxes; accretion of asset retirement obligations; and, when applicable, certain non-operating expenses (charitable contributions). A reconciliation of net income to Adjusted EBITDA is included below. Adjusted EBITDA is not intended to serve as a substitute to U.S. GAAP measures of performance and may not be comparable to similarly-titled measures presented by other companies.

Current wording

We define Adjusted EBITDA as net income plus net interest expense; stock-based compensation expense; depreciation, depletion, and amortization expenses; income taxes; accretion of asset retirement obligations; and, when applicable, certain non-operating expenses (e.g., income tax penalties and charitable contributions). A reconciliation of net income to Adjusted EBITDA is included below. Adjusted EBITDA is not intended to serve as a substitute to U.S. GAAP measures of performance and may not be comparable to similarly-titled measures presented by other companies.
Rearranged current paragraphs (4)

Current report — wording carried from elsewhere

*Depreciation, depletion, and amortization.*Depreciation, depletion, and amortization expense totaled $31.1 million and $25.4 million for the six months ended June 30, 2024 and June 30, 2023, respectively. The increase year-to-year occurred across all asset types and was driven by the Company’s initiative to grow production.

Current report — wording carried from elsewhere

*Interest expense, net.*Interest expense, net was $2.8 million for the six months ended June 30, 2024 compared to $4.8 million for the same period in 2023. The decrease in 2024 was largely due to the repayment in full of related-party debt in 2023 associated with the financing of the acquisition of Ramaco Coal from Yorktown Partners. Interest expense related to this financing totaled $1.3 million in the first half of 2023.

Current report — wording carried from elsewhere

*Income tax expense.*The effective tax rate for the six months ended June 30, 2024 and June 30, 2023 was 24.5% and 19.6%, respectively, excluding the $0.8 million favorable impact of discrete items. The primary differences from the federal statutory rate of 21% are related to state taxes, non-deductible expenses, the foreign-derived intangible income deduction, and depletion expense for income tax purposes.

Current report — wording carried from elsewhere

*Earnings per share.*Refer to Note 10 of Part I, Item 1 for information regarding earnings per share calculations for Class A and Class B common stock.
Rearranged previous paragraphs (2)

Previous report — wording carried elsewhere

index-based pricing mechanisms. The Company expects to satisfy approximately 78% of these commitments in 2024, 21% in 2025, and 1% in 2026. Refer to Note 8 of Part I, Item 1 for additional information.

Previous report — wording carried elsewhere

and no securities may be sold until a prospectus supplement describing the method and terms of any future offering is delivered.