Ramaco Resources Inc

Unaudited Condensed Consolidated Balance Sheets

Unaudited Condensed Consolidated Statements of Operations

Unaudited Condensed Consolidated Statements of Stockholders’ Equity

Unaudited Condensed Consolidated Statements of Cash Flows

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 September 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 nine months ended September 30, 2024.

Recent Accounting Pronouncements—In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 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.

In November 2024, subsequent to the date of the financial statements, the FASB issued ASU 2024-03,Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses(“ASU 2024-03”). The amendments in ASU 2024-03 require public business entities to disclose in the notes to the financial statements, among other things, specific information about certain costs and expenses including purchases of inventory, employee compensation, and depreciation, amortization, and depletion expenses for each caption on the income statement where such expenses are included. ASU 2024-03 is effective starting with the Company’s 2027 annual financial statements and on a quarterly basis thereafter. Early adoption is permitted, and the amendments may be applied prospectively to reporting periods after the effective date or retrospectively to all periods presented in the financial statements. The Company is currently evaluating the extent to which its disclosures will be affected by the ASU.

NOTE 2—INVENTORIES

Inventories consisted of the following:

NOTE 3—PROPERTY, PLANT AND EQUIPMENT

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

On September 30, 2024, the Company updated its estimates of the amount and timing of future spending related to asset retirement obligations. The adjustment resulted in a $1.6 million net increase to capitalized mine development costs above and a corresponding increase to the Company’s noncurrent asset retirement obligation liability.

The Company received $6.0 million of insurance proceeds during the nine months ended September 30, 2023 related to a methane ignition experienced at our Berwind mining complex in 2022. In 2023, the Company reported the proceeds as other investing activities on the statement of cash flows and recognized a $4.9 million gain in other income as the Company had previously accrued a $1.1 million loss recovery asset at December 31, 2022.

Depreciation, depletion, and amortization included:

The Company’s closure of its Knox Creek Jawbone mine resulted in an increase in capitalized mine development costs amortization expense of $1.3 million and $1.2 million for the three months and nine months ended September 30, 2024, respectively, compared to the same periods in 2023. The Jawbone mine was experiencing higher production costs and already nearing end of life.

NOTE 4—DEBT

Outstanding debt consisted of the following:

*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 September 30, 2024 was $100.9 million based on eligible accounts receivable and inventory collateral and reserve requirements. The remaining availability under the Revolving Credit Facility at September 30, 2024, after $43.0 million of outstanding borrowings, was $57.9 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 September 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 $35.9 million and $35.5 million at September 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 September 30, 2024 was comprised of $0.4 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 September 30, 2024 consisted of accrued compensation of $19.0 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 of $3.8 million inAccrued liabilities was largely related to the $5.5 million decrease in cash dividends and short-term dividend equivalents liabilities, which was driven by the payment of Class A common stock dividends accrued at year end 2023.

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 $5.3 million and $5.2 million as of September 30, 2024 and December 31, 2023, respectively. Of the aggregate liability, the amounts included inOther long-term liabilities were $3.2 million and $3.1 million at September 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 September 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 everyone 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:

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.

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.

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 $4.0 million and $3.2 million for the three months ended September 30, 2024 and September 30, 2023, respectively. Stock-based compensation expense totaled $13.3 million and $9.7 million for the nine months ended September 30, 2024 and September 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 nine months of 2024 were for Class A common stock, all of which were granted in the first quarter of 2024. There wereno Class B stock-based awards granted during the first nine 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 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 overone 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 thethree-year service period unless forfeited. During the vesting period, the participants haveno voting rights andno 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 (“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 haveno voting rights andno 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 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, which 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. 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, which were paid on September 13, 2024 to shareholders of record on August 30, 2024, in the amount of $6.0 and $2.0 million, respectively, bringing the total cash dividends paid for the nine months ended September 30, 2024 to $24.5 million. The Company also accrued $0.7 million of forfeitable dividend equivalents during 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.

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. In addition, cash dividends of $0.125 per share of Class A common stock and $0.165 per share of Class B common stock were paid on September 15, 2023 to shareholders of record on September 1, 2023, in the amount of $5.5 million and $1.5 million, respectively, bringing the total cash dividends paid for the nine months ended September 30, 2023 to $18.0 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 September 30, 2024 totaled approximately $31.2 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 $6.4 million and $9.0 million for the three months ended September 30, 2024 and September 30, 2023, and $19.5 million and $25.0 million for the nine months ended September 30, 2024 and September 30, 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 September 30, 2024, the Company’s remaining commitments under take-or-pay arrangements totaled $19.6 million, the majority of which relates to a multi-year contract with a total remaining commitment of $17.5 million until the term expires in the first quarter of 2028. 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 September 30, 2024, the Company has an accrued liability of $0.2 million related to volume shortfall. 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 ourthree 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 forHayseeds damages, as well as the court’s determination and award of attorney’s fees. On August 19, 2024, the Court issued a Memorandum Opinion and Order that the Hayseeds damages to be considered in the new trial would include annoyance and inconvenience up to October 2, 2023 with new discovery permitted for the time period of July 15, 2021 through October 2, 2023. The Court also ordered Hayseeds damages to be considered for net economic loss caused by the defendant’s delay in settlement be allowed for the time period of July 15, 2021 through October 2, 2023 with new discovery to be permitted for that time period.

The defendants fully paid during 2023 the contract damages and interest portion of the judgment related to contract (compensatory) damages in the court’s order and that portion of the matter is considered closed. On April 24, 2024, the Court stated Ramaco is entitled to reasonable attorney fees for both the appeal and the first trial, adding there will be a fullHayseeds trial under the timelines set forth above. Regarding the court’s determination and award of attorney’s fees, the Company accrued a loss recovery asset of approximately $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 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:

Revenue for the three months and nine months ended September 30, 2024 includes a $0.4 million net decrease to revenue and a $1.3 million net increase to revenue, respectively, 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 September 30, 2024, the Company had outstanding performance obligations of approximately 1.7 million tons for contracts with fixed sales prices averaging $151 per ton, excluding freight, as well as 1.6 million tons for contracts with index-based pricing mechanisms. The Company expects to satisfy approximately 36% of the committed tons in the fourth quarter of 2024,63% 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 September 30, 2024, sales totwo individual customers were 10% or more of our total revenue. Sales to these customers represented 12% and 10% of our total revenue during the three-month period. During the nine months ended September 30, 2024, sales totwo individual customers were 10% or more of our total revenue. Sales to these customers represented 13% and 10% of our total revenue during the nine-month period. For comparison purposes, during the three months ended September 30, 2023, sales tothree individual customers were 10% or more of our total revenue and accounted for approximately 52%, collectively, of our total revenue. During the nine months ended September 30, 2023, sales tofour individual customers were 10% or more of our total revenue and accounted for approximately 55%, collectively, of our total revenue. Four customers with individual accounts receivable balances equal to 10% or more of total accounts receivable made up approximately 17%,17%,15%, and 10% of the Company’s accounts receivable balance as of September 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.

Our effective tax rate for the three months ended September 30, 2024 and September 30, 2023 was 9.3% and 22.0%, respectively, excluding the impact of discrete items. Our effective tax rate for the nine months ended September 30, 2024 and September 30, 2023, excluding discrete items, was 28.0% and 20.5%, respectively. Discrete items of $1.0 million were recognized during the nine months ended September 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 (LOSS) PER SHARE

Earnings per share (“EPS”) is not presented retrospectively for periods prior to the issuance of the tracking stock as the tracking stock was not a part of the Company’s capital structure during those periods and the issuance of the tracking stock changes the common shareholders’ relative residual interest in the Company. Therefore, EPS is presented for the Company’s single class of common stock up to the time the tracking stock was issued and, subsequent to this date, EPS is presented prospectively under the two-class method.

The computation of basic and diluted EPS is shown on the following page:

Unvested restricted stock awards have the right to receive nonforfeitable dividends on the same basis as common shares; therefore, unvested restricted stock is considered a participating security for the purpose of calculating EPS. Prior to the initial distribution of Class B common stock in the second quarter of 2023, the Company showed EPS for its common stock and unvested restricted stock on a combined basis since both instruments participate on the same basis and the resulting EPS is typically the same. Starting under the two-class method, the Company reports separately the net earnings allocated away from holders of Class A and Class B common stock to holders of unvested restricted stock awards.

For accounting purposes, Class B’s participation rights in net earnings are, in substance, discretionary based on the power of the Company’s Board of Directors to add or modify expense allocation policies, redefine CORE assets, and redetermine CORE’s per-ton usage fees at any time, in its sole discretion, without shareholder approval. Therefore, no amount of the Company’s net earnings shall be allocated to Class B for the purpose of calculating EPS other than actual dividends declared during the period for the tracking stock. However, during the three months and nine months ended September 30, 2024, dividends declared by the Company were in excess of consolidated net income (loss) 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. For the nine months ended September 30, 2024, three dividends were declared for Class B common stock while only two dividends were declared for Class A common stock due to the timing of declaration.

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.

For the three months ended September 30, 2024, diluted EPS for Class A Common stock excluded all outstanding awards of potential common stock because of the allocated net loss discussed above, and, therefore, the inclusion of any potential common shares would be antidilutive. Excluded Class A common stock awards were 649 thousand options to purchase Class A common stock,718 thousand RSUs, and 1,057 thousand PSUs (at target). For the nine months ended September 30, 2024, diluted EPS for Class A common stock excluded only the RSUs and PSUs granted in the first quarter of 2024, as discussed in Note 6, because the effect would have been antidilutive under the treasury stock method or, in the third quarter, because of the evaluation of such PSUs under the guidance for contingently issuable shares. No potential common shares were excluded from the calculation of diluted EPS for Class B common stock.

For the third quarter of 2023 and the period from June 21,2023 through September 30, 2023, diluted EPS for Class A common stock excluded 166 thousand RSUs because the effect would have been antidilutive under the treasury stock method. Class A diluted EPS for these periods also excluded outstanding PSUs originally granted in 2022, or approximately 153 thousand units if September 30, 2023 were the end of the contingency period, because the effect would have been antidilutive under the treasury stock method. The same PSUs, or 249 thousand units at target, were excluded in the second quarter of 2023 based on the guidance for contingently issuable shares.

For the third quarter of 2023 and the period from June 21, 2023 through September 30, 2023, diluted EPS for Class B common stock excluded certain PSUs, or approximately 31 thousand units if September 30, 2023 were the end of the contingency period, because the effect would have been antidilutive under the treasury stock method. The same awards, or 50 thousand units at target, were excluded in the second quarter of 2023 based on the guidance for contingently issuable shares.

Diluted EPS for the single class of common stock existing from January 1, 2023 through June 20, 2023, excluded all outstanding RSUs, or 684 thousand units in total, because the effect would have been antidilutive under the treasury

stock method. In addition, diluted EPS for the single class of common stock during this period excluded outstanding PSUs originally granted in 2022, or 249 thousand units at target, based on the guidance for contingently issuable shares.

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 $0.4 million and $1.7 million for the three months and nine months ended September 30, 2023, respectively, related to the financing. The Company repaid the related-party financing debt in full during the fourth quarter of 2023. No further amounts are owed to Yorktown Partners related to this matter.

Other Professional Services—The Company has also entered into professional services agreements with five other related parties, which have been aggregated due to immateriality. Professional service fees for these related party transactions totaled approximately$0.2 million during the nine months ended September 30, 2024.

NOTE 12—SUBSEQUENT EVENTS

Subsequent to the date of the financial statements, the FASB issued ASU 2024-03, which was discussed earlier in Note 1.