UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For the quarterly period
ended
or
For the transition period from to
Commission File Number:
(Exact name of registrant as specified in its charter)
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(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether
the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Indicate by check mark whether
the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation
S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ |
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☒ |
| Non-accelerated filer | ☐ | Smaller reporting company |
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| Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is
a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
☐
No
As of October 27, 2025, the registrant had
TABLE OF CONTENTS
| Page | ||
| PART I. FINANCIAL INFORMATION | ||
| Item 1. | Financial Statements | 1 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 21 |
| Item 3. | Quantitative and Qualitative Disclosures about Market Risk | 31 |
| Item 4. | Controls and Procedures | 31 |
| PART II. OTHER INFORMATION | ||
| Item 1. | Legal Proceedings | 32 |
| Item 1A. | Risk Factors | 32 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 34 |
| Item 3. | Defaults Upon Senior Securities | 34 |
| Item 4. | Mine Safety Disclosures | 34 |
| Item 5. | Other Information | 34 |
| Item 6. | Exhibits | 35 |
| SIGNATURES | 36 | |
i
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (this “Quarterly Report”) includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements, other than statements of historical fact included in this report, regarding our strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects, plans, and objectives of management are forward-looking statements. When used in this Quarterly Report, the words “could,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements described under, but not limited to, the heading “Item 1A. Risk Factors” included in this Quarterly Report and elsewhere in the Annual Report of Ramaco Resources, Inc. (the “Company”) on Form 10-K for the year ended December 31, 2024 (the “Annual Report”) filed with the United States Securities and Exchange Commission (the “SEC”) on March 17, 2025, as well as other filings of the Company with the SEC.
Forward-looking statements may include statements about:
| ● |
the expected commercialization of rare earth elements and critical minerals operations; |
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| ● | identification and implementation of commercially feasible extraction processes, and establishment of pilot and commercial production extraction facilities; | |
| ● |
anticipated coal and rare earth elements and critical mineral oxide production levels, costs, sales volumes, and revenue; |
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| ● | timing and ability to complete major capital projects; | |
| ● |
economic conditions in the metallurgical coal, steel, and rare earth elements and critical mineral industries; |
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| ● | expected costs to develop planned and future mining operations, including the costs to construct necessary processing, refuse disposal and transport facilities; | |
| ● | the availability of the equipment and components necessary to construct our pilot and commercial production extraction facilities; | |
| ● |
estimated quantities or quality of our metallurgical reserves and rare earth elements and critical minerals resources; |
|
| ● | our ability to obtain additional financing on favorable terms, if required, to complete the acquisition of additional metallurgical coal reserves or to fund the operations and growth of our business, including our rare earth and critical mineral operations; | |
| ● | maintenance, operating or other expenses or changes in the timing thereof; | |
| ● | the financial condition and liquidity of our customers; | |
| ● |
competition in coal and rare earth elements and critical mineral markets; |
|
| ● |
the price and demand for metallurgical coal, thermal coal, and rare earth elements and critical mineral oxides; |
|
| ● | compliance with stringent domestic and foreign laws and regulations, including environmental, climate change and health and safety regulations, and permitting requirements, as well as changes in the regulatory environment, the adoption of new or revised laws, regulations and permitting requirements; | |
| ● | potential legal proceedings and regulatory inquiries against us; | |
| ● | the impact of weather and natural disasters on plant construction, demand, production, and transportation; |
ii
| ● | purchases by major customers and our ability to renew sales contracts; | |
| ● | credit and performance risks associated with customers, suppliers, contract miners, co-shippers and traders, banks, and other financial counterparties; | |
| ● | geologic, equipment, permitting, site access and operational risks and new technologies related to coal mining, REE and critical minerals mining and mining in general; | |
| ● | transportation availability, performance, and costs; | |
| ● | availability, timing of delivery and costs of key supplies, capital equipment or commodities such as diesel fuel, steel, explosives, and tires; | |
| ● | timely review and approval of permits, permit renewals, extensions, and amendments by regulatory authorities; | |
| ● | our ability to comply with certain debt covenants; | |
| ● | tax payments to be paid for the current fiscal year; | |
| ● | our expectations relating to dividend payments and our ability to make such payments; | |
| ● | the anticipated benefits and impacts of previous acquisitions; | |
| ● | risks related to Russia’s invasion of Ukraine and the international community’s response; | |
| ● | our ability to successfully pursue our rare earth element mining, processing, refining, and commercialization activities which is a type of mining we have not previously pursued; | |
| ● | the impacts of trade policy in the United States, China or other countries; | |
| ● | risks related to weakened global economic conditions and inflation; | |
| ● | risks related to the Company’s tracking stock structure and separate performance of its Carbon Ore-Rare Earth (“CORE”) assets; and | |
| ● | other risks identified in this Quarterly Report and in our Form 10-K that are not historical. |
We caution you that these forward-looking statements are subject to a number of risks, uncertainties, and assumptions, which are difficult to predict and many of which are beyond our control, incident to the development, production, gathering and sale of coal. Moreover, we operate in a very competitive and rapidly changing environment and additional risks may arise from time to time. It is not possible for our management to predict all of the risks associated with our business, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. Although we believe that our plans, intentions, and expectations reflected in or suggested by the forward-looking statements we make in this Quarterly Report are reasonable, we can give no assurance that these plans, intentions, or expectations will be achieved or occur, and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results.
All forward-looking statements, expressed or implied, included in this Quarterly Report are expressly qualified in their entirety by this cautionary statement and speak only as of the date of this Quarterly Report. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue.
Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this Quarterly Report.
iii
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Ramaco Resources, Inc.
Unaudited Condensed Consolidated Balance Sheets
| In thousands, except share and per share information |
September 30,
2025 |
December 31,
2024 |
||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ |
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$ |
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| Accounts receivable |
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| Inventories |
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| Prepaid expenses and other |
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| Total current assets |
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| Property, plant, and equipment, net |
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| Financing lease right-of-use assets, net |
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| Advanced coal royalties |
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| Other |
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| Total Assets | $ |
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$ |
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| Liabilities and Stockholders’ Equity | ||||||||
| Liabilities | ||||||||
| Current liabilities | ||||||||
| Accounts payable | $ |
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$ |
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| Accrued liabilities |
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| Current portion of asset retirement obligations |
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| Current portion of long-term debt |
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| Current portion of financing lease obligations |
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| Insurance financing liability |
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| Total current liabilities |
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| Long-term asset retirement obligations |
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| Long-term equipment loans |
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| Long-term borrowings on revolving credit facility | ||||||||
| Long-term financing lease obligations |
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| Senior notes, net |
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| Deferred tax liability, net |
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| Other long-term liabilities |
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| Total liabilities |
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| Commitments and contingencies | ||||||||
| Stockholders’ Equity | ||||||||
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Preferred stock, $
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Class A common stock, $
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Class B common stock, $
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| Additional paid-in capital |
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| Retained earnings |
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| Total stockholders’ equity |
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| Total Liabilities and Stockholders’ Equity | $ |
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$ |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
1
Ramaco Resources, Inc.
Unaudited Condensed Consolidated Statements of Operations
|
Three months ended
September 30, |
Nine months ended
September 30, |
|||||||||||||||
| In thousands, except per-share amounts | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Revenue | $ |
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$ |
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$ |
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$ |
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| Costs and expenses | ||||||||||||||||
| Cost of sales (exclusive of items shown separately below) |
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| Asset retirement obligations accretion |
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| Depreciation, depletion, and amortization |
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| Selling, general, and administrative |
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| Total costs and expenses |
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| Operating (loss) income |
(
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) |
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(
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) |
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| Other income (expense), net |
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(
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) |
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| Interest expense, net |
(
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) |
(
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) |
(
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) |
(
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) | ||||||||
| (Loss) Income before tax |
(
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) |
(
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) |
(
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) |
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| Income tax (benefit) expense |
(
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) |
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(
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) |
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||||||||||
| Net (loss) income | $ |
(
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) | $ |
(
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) | $ |
(
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) | $ |
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| Earnings (loss) per common share * | ||||||||||||||||
| Basic - Class A | $ |
(
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) | $ |
(
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) | $ |
(
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) | $ |
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|||||
| Basic - Class B | $ |
(
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) | $ |
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$ |
(
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) | $ |
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||||||
| Diluted - Class A | $ |
(
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) | $ |
(
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) | $ |
(
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) | $ |
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|||||
| Diluted - Class B | $ |
(
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) | $ |
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$ |
(
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) | $ |
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||||||
| * |
|
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
2
Ramaco Resources, Inc.
Unaudited Condensed Consolidated Statements of Stockholders’ Equity
| Class A | Class B | Additional | Total | |||||||||||||||||
| Common | Common | Paid- | Retained | Stockholders’ | ||||||||||||||||
| In thousands | Stock | Stock | in Capital | Earnings | Equity | |||||||||||||||
| Balance at January 1, 2025 | $ |
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$ |
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$ |
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$ |
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$ |
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||||||||||
| Stock-based compensation |
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||||||||||||||||
| Shares surrendered for withholding taxes payable |
(
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) |
(
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) | ||||||||||||||||
| Cash dividends and dividend equivalents declared |
(
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) |
(
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) | ||||||||||||||||
| Non-cash dividends declared and distributed |
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(
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) |
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| Non-cash dividends declared but not distributed |
(
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) |
(
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) | ||||||||||||||||
| Net (loss) |
(
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) |
(
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) | ||||||||||||||||
| Balance at March 31, 2025 |
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| Stock-based compensation |
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| Cash dividends and dividend equivalents declared |
(
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) |
(
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) | ||||||||||||||||
| Non-cash dividends declared and distributed |
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| Net (loss) |
(
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) |
(
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| Balance at June 30, 2025 |
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| Stock-based compensation |
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| Stock options exercised |
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| Shares surrendered for withholding taxes payable |
(
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) |
(
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) | ||||||||||||||||
| Non-cash dividends declared and distributed |
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(
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) |
(
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) | ||||||||||||||
| Class A common stock equity issuance |
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| Net (loss) |
(
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) |
(
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) | ||||||||||||||||
| Balance at September 30, 2025 | $ |
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$ |
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$ |
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$ |
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$ |
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| Balance at January 1, 2024 | $ |
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$ |
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$ |
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$ |
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$ |
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| Stock-based compensation |
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| Shares surrendered for withholding taxes payable |
(
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) |
(
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) |
(
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) | ||||||||||||||
| Cash dividends and dividend equivalents declared |
(
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) |
(
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) | ||||||||||||||||
| Net income |
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| Balance at March 31, 2024 |
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| Stock-based compensation |
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| Cash dividends and dividend equivalents declared |
(
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) |
(
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) | ||||||||||||||||
| Shares surrendered for withholding taxes payable |
(
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) |
(
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) |
(
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) |
(
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) | ||||||||||||
| Net income |
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| Balance at June 30, 2024 |
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| Stock-based compensation |
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| Stock options exercised |
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| Shares surrendered for withholding taxes payable |
(
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(
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) | ||||||||||||||||
| Cash dividends and dividend equivalents declared |
(
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) |
(
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) | ||||||||||||||||
| Net (loss) |
(
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) |
(
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) | ||||||||||||||||
| Balance at September 30, 2024 | $ |
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$ |
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$ |
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$ |
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$ |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
3
Ramaco Resources, Inc.
Unaudited Condensed Consolidated Statements of Cash Flows
|
Nine months ended
September 30, |
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| In thousands | 2025 | 2024 | ||||||
| Cash flows from (used in) operating activities: | ||||||||
| Net (loss) income | $ |
(
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) | $ |
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| Adjustments to reconcile net income to net cash from operating activities: | ||||||||
| Accretion of asset retirement obligations |
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| Depreciation, depletion, and amortization |
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| Amortization of debt issuance costs |
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| Stock-based compensation |
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| (Gain)/loss on disposal of equipment |
(
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) | ||||||
| Deferred income taxes |
(
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) |
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| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable |
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| Prepaid expenses and other current assets |
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| Inventories |
(
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) |
(
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) | ||||
| Other assets and liabilities |
(
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) |
(
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) | ||||
| Accounts payable |
(
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) |
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| Accrued liabilities |
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| Net cash from operating activities |
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| Cash flows from (used in) investing activities: | ||||||||
| Capital expenditures |
(
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) |
(
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) | ||||
| Maben preparation plant capital expenditures |
(
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) |
(
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) | ||||
| Capitalized interest |
(
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) |
(
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) | ||||
|
Mineral rights acquisition |
(
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) | ||||||
| Other |
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(
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) | |||||
| Net cash used in investing activities |
(
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) |
(
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) | ||||
| Cash flows from (used in) financing activities: | ||||||||
| Proceeds from equity offering |
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| Payment of equity offering costs |
(
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) | ||||||
| Proceeds from senior notes |
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| Proceeds from borrowings |
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| Repayment of borrowings |
(
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) |
(
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) | ||||
| Repayments of senior notes |
(
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) | ||||||
| Proceeds from stock options exercised |
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| Payment of dividends |
(
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) |
(
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) | ||||
| Repayments of insurance financing |
(
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) |
(
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) | ||||
| Repayments of equipment finance leases |
(
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) |
(
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) | ||||
| Payment of debt issuance costs |
(
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) | ||||||
| Shares surrendered for withholding taxes payable |
(
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) |
(
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) | ||||
| Net cash from (used in) financing activities |
|
(
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) | |||||
| Net change in cash and cash equivalents and restricted cash |
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(
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) | |||||
| Cash and cash equivalents and restricted cash, beginning of period |
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| Cash and cash equivalents and restricted cash, end of period | $ |
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$ |
|
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| Cash and cash equivalents |
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| Restricted cash |
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| Total cash, cash equivalents and restricted cash |
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| Supplemental cash flow information: | ||||||||
| Non-cash investing and financing activities: | ||||||||
| Leased assets obtained under new financing leases |
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|
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| Capital expenditures included in accounts payable and accrued liabilities |
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|
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| Accrued dividends and dividend equivalents payable |
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|
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4
Ramaco Resources, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
NOTE 1—BUSINESS AND BASIS OF PRESENTATION
Ramaco Resources, Inc. (the “Company,” “Ramaco,” “we,” “us” or “our,”) is a Delaware corporation formed in October 2016. Our principal corporate and executive offices are located in Lexington, Kentucky with operational offices in Charleston, West Virginia and Sheridan, Wyoming. We are an operator and developer of high-quality, low-cost metallurgical coal in southern West Virginia and southwestern Virginia. Our metallurgical coal development portfolio primarily includes the following properties: Elk Creek, Berwind, Knox Creek, and Maben. We believe each of these properties possesses geologic and logistical advantages that make our coal among the lowest delivered-cost U.S. metallurgical coal to our domestic customer base, North American blast furnace steel mills and coke plants, as well as international metallurgical coal consumers. In June 2025, we initiated development of our rare earth element and critical mineral operations near Sheridan, Wyoming (the “Brook Mine”). That mine has initially begun to produce representative ore material for short-term pilot-scale testing of the feedstock with the goal of ultimately establishing its rare earth element mineral reserves and resources for processing at a full-scale commercial processing facility into rare earth element and critical mineral oxides. Contiguous to the Brook Mine, the Company operates a carbon research facility related to the production of advanced carbon products and materials from coal. The Company’s operations are organized into two reportable segments: Metallurgical Coal and Rare Earths and Critical Minerals. See Note 12, “Segment Reporting,” for additional information.
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, 2024.
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, 2025, 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, 2025 other than the modification of its reportable segment structure described in Note 12, “Segment Reporting”.
Recent Accounting Pronouncements —In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). The amendments in ASU 2023-09 require reporting entities to disclose annual income taxes paid, net of refunds, disaggregated by federal, state, and foreign taxes and to provide additional disaggregated information for individual jurisdictions that equal or exceed 5% of total income taxes paid, net of refunds. ASU 2023-09 also requires public business entities to disclose additional categories of information about federal, state, and foreign income taxes in their annual rate reconciliation table and provide more information about some categories if the quantitative threshold is met. The ASU will also require disclosure of amounts and percentages in the annual rate reconciliation table, rather than amounts or percentages, and will eliminate certain existing disclosure requirements related to uncertain tax positions and unrecognized deferred tax liabilities. ASU 2023-09 is effective starting with Ramaco’s 2025 annual financial statements and may be applied prospectively to only the income tax disclosures provided for 2025 or retrospectively by providing revised disclosures for all periods presented. Early adoption is permitted. The Company is currently evaluating the impact of the ASU; however, incremental disclosures will be provided on a prospective basis in the Company’s 2025 annual financial statements upon adoption.
5
In November 2024, 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.
Legislation
—On July 4, 2025, the
One Big Beautiful Bill Act was enacted in the United States. The One Big Beautiful Bill Act includes significant provisions, such as
the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework
and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain
provisions effective in 2025 and others implemented through future years. It also added metallurgical coal to the list of “critical
minerals” eligible for the section 45X Advanced Manufacturing Tax Credit which significantly alters the tax landscape for metallurgical
coal. We expect the
NOTE 2—CASH & CASH EQUIVALENTS
Cash & cash equivalents consisted of the following:
| (In thousands) |
September 30,
2025 |
December 31,
2024 |
||||||
| Cash | $ |
|
$ |
|
||||
| U.S. Treasury securities |
|
|||||||
| Total cash & cash equivalents | $ |
|
$ |
|
||||
As of September 30, 2025, U.S. Treasury securities held by the Company represent Level 1 securities within the fair value hierarchy and are measured at fair value.
NOTE 3—INVENTORIES
Inventories consisted of the following:
| (In thousands) |
September 30,
2025 |
December 31,
2024 |
||||||
| Raw coal | $ |
|
$ |
|
||||
| Saleable coal |
|
|
||||||
| Supplies |
|
|
||||||
| Total inventories | $ |
|
$ |
|
||||
NOTE 4—PROPERTY, PLANT AND EQUIPMENT
Property, plant, and equipment, net consisted of the following:
| (In thousands) |
September 30,
2025 |
December 31,
2024 |
||||||
| Plant and equipment | $ |
|
$ |
|
||||
| Mining property and mineral rights |
|
|
||||||
| Construction in process |
|
|
||||||
| Capitalized mine development costs |
|
|
||||||
| Less: accumulated depreciation, depletion, and amortization |
(
|
) |
(
|
) | ||||
| Total property, plant, and equipment, net | $ |
|
$ |
|
||||
6
Depreciation, depletion, and amortization included:
|
Three months ended
September 30, |
Nine months ended
September 30, |
|||||||||||||||
| (In thousands) | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Depreciation of plant and equipment | $ |
|
$ |
|
$ |
|
$ |
|
||||||||
| Amortization of right of use assets (finance leases) |
|
|
|
|
||||||||||||
| Amortization and depletion of capitalized mine development costs and mineral rights |
|
|
|
|
||||||||||||
| Total depreciation, depletion, and amortization | $ |
|
$ |
|
$ |
|
$ |
|
||||||||
NOTE 5—DEBT
Long-term debt consisted of the following:
| (In thousands) |
September 30,
2025 |
December 31,
2024 |
||||||
| Revolving Credit Facility | $ | $ | ||||||
| Equipment loans |
|
|
||||||
| Senior Notes, net |
|
|
||||||
| Total debt | $ |
|
$ |
|
||||
| Current portion of long-term debt |
|
|
||||||
| Total long-term debt | $ |
|
$ |
|
||||
Revolving Credit Facility—
On
May 3, 2024, the Company entered into the First Amendment Agreement (“First Amendment Agreement”) to the Second Amended and
Restated Credit and Security Agreement (the “Credit 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
On
November 21, 2024, in order to facilitate the 2029 Note Offering described below, the Company entered into a Second Amendment
Agreement, which, among other things, amended the Credit Agreement by increasing the amount of “Permitted Additional Unsecured
Debt” (as defined in the Credit Agreement) from $
Revolving loans under the amended facility bear
interest at either the base rate plus
The terms of the Revolving Credit Facility include covenants limiting
the ability of the Company to incur additional indebtedness, make investments or loans, incur liens, consummate mergers and similar fundamental
changes, make restricted payments, and enter into transactions with affiliates. The terms of the facility also require the Company to
maintain certain covenants, including a fixed charge coverage ratio and compensating balance requirements. A fixed charge coverage ratio
of not less than
8.25% Senior Unsecured Notes due 2030—
On
July 31, 2025, the Company completed a public offering of
7
The net proceeds from the 2030 Note Offering
were used to redeem in full all outstanding amounts under the Senior Notes due in 2026, with remaining proceeds to be used for
general corporate purposes, including funding future investments, making capital expenditures and funding working capital. The
remaining $
8.375% Senior Unsecured Notes due 2029
—On November 27,
2024, the Company completed an offering of $
Fair Value
—The Company’s
2029 Notes had an estimated fair value of $
Current Portion of Long-term Debt—The Company’s
short-term debt at September 30, 2025 and December 31, 2024 comprised of $
Other— Lease obligations and liabilities related to insurance premium financing are excluded from the disclosures above.
NOTE 6—ACCRUED LIABILITIES AND OTHER LONG-TERM LIABILITIES
Accrued liabilities consisted of the following:
| (In thousands) |
September 30,
2025 |
December 31,
2024 |
||||||
| Accrued payables | $ |
|
$ |
|
||||
| Accrued compensation |
|
|
||||||
| Accrued sales-related taxes |
|
|
||||||
| Accrued dividends |
|
|
||||||
| Other accrued |
|
|
||||||
| Total accrued liabilities | $ |
|
$ |
|
||||
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 $
Funds held in escrow for potential future workers’
compensation claims are considered restricted cash and have been included in prepaid expenses and other on the condensed consolidated
balance sheets. Restricted cash balances were $
NOTE 7—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
8
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
|
| ● |
Infrastructure fees based on $
|
| ● | Future income derived, if and when realized, from advanced carbon products as well as rare earth elements and critical minerals initiatives. |
The Company has paid dividends equal to
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 to
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
Class A Common Stock
Issuance
—On August 7, 2025, the Company completed an underwritten public offering, with Morgan Stanley & Co. LLC and
Goldman Sachs & Co. LLC as underwriters, relating to the issuance of
9
Stock-Based Awards
—Stock-based compensation
expense totaled $
Restricted Stock—
We granted
Restricted Stock Units (“RSUs”)—
We
granted
Performance Stock Units (“PSUs”)—
We
granted Class A performance stock units to certain senior executives and key employees during the first quarter of 2025. 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
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 2025, or
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 $
Dividends
–On
10
On
On May 8, 2024, the Company announced that the
Board of Directors declared cash dividends of $
On August 7, 2024, the Company announced that the
Board of Directors declared cash dividends of $
On November 20, 2024, the Company announced that
the Board of Directors declared cash dividends of $
On
On
On
On May 12, 2025, the Company announced that the
Board of Directors declared a quarterly cash dividend of $
At the July 2025 Board meeting, the decision was made to suspend the quarterly Class A stock dividend.
On August 22, 2025, the Company announced that the Board of Directors
declared a quarterly stock dividend of $
NOTE 8—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.
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, 2025 totaled approximately $
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 $
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, 2025, the Company’s remaining commitments under take-or-pay arrangements totaled $
11
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.
Preparation Plant Purchase
In February 2024, we purchased a Preparation Plant
(the “Plant”) from EMCOAL, Inc. for $
Plaintiff claims their sale of the Plant to EMCOAL, Inc. was not completed and thus EMCOAL, Inc. did not have the right to sell the Plant to us. As a result of Ramaco purchasing the Plant from EMCOAL, Inc., Plaintiff claims in the complaint we are liable for conversion, unjust enrichment, and negligence. Plaintiff has sought damages for these alleged claims. We filed a motion to dismiss Plaintiff’s Amended Complaint against us on June 24, 2025 and that motion is currently pending before the Court. We believe we have meritorious defenses to all claims in this matter.
Storage Silo Partial Failure
On November 5, 2018,
On July 15, 2021, the jury returned a verdict
in our favor for $
On April 1, 2022, we filed a notice of appeal
with the U.S. Court of Appeals for the Fourth Circuit. On July 20, 2023, the court rendered a decision reinstating the jury’s $
12
The defendants fully paid the portion of the
judgment related to contract (compensatory) damages in the court’s order and that portion of the matter is considered closed.
The Company recognized a $
The matter is now pending before the District Court for a new trial for Hayseeds damages, as well as the court’s determination and award of attorney’s fees. The trial date originally set for July 15, 2025 has been continued and we are currently awaiting a new scheduling order from the court.
NOTE 9—REVENUE
Our revenue is derived from contracts for the
sale of coal and is recognized when the performance obligations under the contract are satisfied, which is at the point in time control
is transferred to our customer. Generally, domestic sales contracts have terms of about
Disaggregated information about Revenue by segment is presented below:
|
Three months ended
September 30, |
Nine months ended
September 30, |
|||||||||||||||
| (In thousands) | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Metallurgical Coal Segment | ||||||||||||||||
| Coal Sales | ||||||||||||||||
| North American revenue | $ |
|
$ |
|
$ |
|
$ |
|
||||||||
| Export revenue, excluding Canada |
|
|
|
|
||||||||||||
| Total revenue | $ |
|
$ |
|
$ |
|
$ |
|
||||||||
Revenue for the three and nine months ended September 30, 2025
includes a $
As of September 30, 2025, the Company
had outstanding performance obligations of approximately
The Company has not recorded any revenues from the Rare Earths and Critical Minerals Segment.
Concentrations
—During the three months
ended September 30, 2025, sales to
13
NOTE 10—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, 2025 and 2024 was
NOTE 11—EARNINGS (LOSS) PER SHARE
The computation of basic and diluted earnings per share (“EPS”) is shown on the following page:
|
Three months ended
September 30, |
Nine months ended
September 30, |
|||||||||||||||
| (In thousands, except per share amounts) | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Earnings attribution | ||||||||||||||||
| Class A common stock |
(
|
) |
(
|
) | $ |
(
|
) | $ |
|
|||||||
| Class A restricted stock awards |
|
|
|
|||||||||||||
| Class B common stock |
(
|
) |
|
(
|
) |
|
||||||||||
| Class B restricted stock awards |
|
|
|
|
||||||||||||
| Forfeitable dividends declared on unvested stock-based awards |
|
|
|
|
||||||||||||
| Net income (loss) | $ |
(
|
) | $ |
(
|
) | $ |
(
|
) | $ |
|
|||||
|
Three months ended
September 30, 2025 |
Three months ended
September 30, 2024 |
|||||||||||||||
| Class A | Class B | Class A | Class B | |||||||||||||
| Dual class EPS calculations | ||||||||||||||||
| Numerator | ||||||||||||||||
| Net earnings for basic earnings per common share | $ |
(
|
) | $ |
(
|
) | $ |
(
|
) | $ |
|
|||||
| Denominator | ||||||||||||||||
| Weighted average shares used to compute basic earnings per share |
|
|
|
|
||||||||||||
| Dilutive effect of stock option awards |
|
|||||||||||||||
| Dilutive effect of restricted stock units |
|
|||||||||||||||
| Dilutive effect of performance stock units |
|
|||||||||||||||
| Dilutive effect of non-cash dividend declared but not issued | - | - | ||||||||||||||
| Dilutive effect of conversion of Class B common stock to Class A common stock | ||||||||||||||||
| Weighted average shares used to compute diluted earnings per share |
|
|
|
|
||||||||||||
| Earnings per common share | ||||||||||||||||
| Basic | $ |
(
|
) | $ |
(
|
) | $ |
(
|
) | $ |
|
|||||
| Diluted | $ |
(
|
) | $ |
(
|
) | $ |
(
|
) | $ |
|
|||||
|
Nine months ended
September 30, 2025 |
Nine months ended
September 30, 2024 |
|||||||||||||||
| Class A | Class B | Class A | Class B | |||||||||||||
| Numerator | ||||||||||||||||
| Net earnings for basic and diluted earnings per common share | $ |
(
|
) | $ |
(
|
) | $ |
|
$ |
|
||||||
| Denominator | ||||||||||||||||
| Weighted average shares used to compute basic earnings per share |
|
|
|
|
||||||||||||
| Dilutive effect of stock option awards |
|
|
||||||||||||||
| Dilutive effect of restricted stock units |
|
|
||||||||||||||
| Dilutive effect of performance stock units |
|
|
||||||||||||||
| Dilutive effect of non-cash dividend declared but not issued | ||||||||||||||||
| Dilutive effect of conversion of Class B common stock to Class A common stock | ||||||||||||||||
| Weighted average shares used to compute diluted earnings per share |
|
|
|
|
||||||||||||
| Earnings per common share | ||||||||||||||||
| Basic | $ |
(
|
) | $ |
(
|
) | $ |
|
$ |
|
||||||
| Diluted | $ |
(
|
) | $ |
(
|
) | $ |
|
$ |
|
||||||
14
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 to calculate EPS. 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 to calculate EPS other than actual dividends declared during the period for the tracking stock. However, during the three and nine months ended September 30, 2025, dividends declared by the Company were more than 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, 2025, two dividends were declared for Class A common stock and three dividends were declared for Class B common stock.
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
Antidilutive shares excluded from the dilutive EPS calculation are presented below:
|
Three months ended
September 30, 2025 |
Three months ended
September 30, 2024 |
Nine months ended
September 30, 2025 |
Nine months ended
September 30, 2024 |
|||||||||||||||||||||||||||||
| (in thousands) | Class A | Class B | Class A | Class B | Class A | Class B | Class A | Class B | ||||||||||||||||||||||||
| Antidilutive options |
|
|
|
|
|
|||||||||||||||||||||||||||
| Antidilutive RSUs |
|
|
|
|
|
|
||||||||||||||||||||||||||
| Antidilutive PSUs (at target) |
|
|
|
|
|
|
||||||||||||||||||||||||||
NOTE 12—SEGMENT REPORTING
Pursuant to ASC 280, operating segments are defined as components of an enterprise engaged in business activities from which it may recognize revenues and incur expenses, about which discrete financial information is available and evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance.
During the third quarter of 2025, the Company modified its segment
structure largely as a result of activity at the Brook Mine during the period. Beginning with the third quarter of 2025, the Company’s
reportable segments, which are primarily based on the Company’s internal organizational structure and types of controlled mineral
deposits, are its
The Metallurgical Coal segment operates and develops high-quality, low-cost metallurgical coal in southern West Virginia and southwestern Virginia. The Metallurgical Coal segment generates revenue primarily through the production of metallurgical coal for sale to the steel industry. The Metallurgical Coal segment also generates revenue through the sale of coal purchased from third parties.
The Rare Earths and Critical Minerals segment operates the Brook Mine complex located in Sheridan, Wyoming, where the Company is developing rare earth elements and critical mineral operations in addition to performing initiatives related to coal-to-carbon based products and materials. The Brook Mine has initially begun to produce representative ore material for short-term pilot-scale testing of the feedstock with the goal of ultimately establishing its rare earth element mineral reserves and resources for processing at a full-scale commercial processing facility into rare earth element and critical mineral oxides. No revenues have been recognized from the Rare Earths and Critical Minerals segment.
15
Certain current period costs are incurred at the corporate level and are allocated to the Company’s segments. These costs generally include shared service functions such as legal, information technology, finance and accounting, sales, and executive management. Each allocation is measured differently based on the specific facts and circumstances of the costs being allocated that is deemed to best represent the expected benefit received by the operating segment. The remaining unallocated corporate costs that are not attributed to the operating segments are reported within Corporate expenses as a reconciling item to our consolidated results. Our allocation methodology is periodically evaluated and may change. A similar allocation of shared service functions is not presented within the recasted prior period information as the benefit to the respective operating segment is not comparable to the current period. The expenses associated with these shared service functions are presented within the Metallurgical Coal segment in the prior period.
As the Company’s CODM manages the Company’s assets on a consolidated basis, the CODM is not regularly provided asset information for the reportable segments. The Company does not have any material long-lived assets located outside of the United States. For all of the periods presented below, (i) the Company’s revenues were derived from U.S.-domiciled operations, and (ii) the Company did not have any intersegment revenues.
The CODM does not regularly review segment asset information at a different asset level or category than those disclosed within the consolidated balance sheet for the purpose of assessing performance and making resource allocation decisions.
The following tables present the Company’s reportable segment information:
|
Three Months Ended
September 30, 2025 |
||||||||||||
| (In thousands) | Metallurgical Coal | REE & Critical Minerals | Total | |||||||||
| Revenue | $ |
|
$ | $ |
|
|||||||
| Significant segment expenses: | ||||||||||||
| Cost of sales (exclusive of transportation costs) |
(
|
) |
(
|
) | ||||||||
| Transportation costs |
(
|
) |
(
|
) | ||||||||
| Selling, general, and administrative (a) |
(
|
) |
(
|
) |
(
|
) | ||||||
| Other segment items (b) |
|
|
||||||||||
| Segment Adjusted EBITDA |
|
(
|
) |
|
||||||||
| Corporate expenses (c) |
(
|
) | ||||||||||
| Stock-based compensation |
(
|
) | ||||||||||
| Asset retirement obligations accretion |
(
|
) | ||||||||||
| Depreciation, depletion, and amortization |
(
|
) | ||||||||||
| Other expenses |
(
|
) | ||||||||||
| Interest expense, net |
(
|
) | ||||||||||
| Income tax benefit (expense) |
|
|||||||||||
| Net (loss) income | $ |
(
|
) | |||||||||
| Segment capital expenditures | $ |
|
$ |
|
$ |
|
||||||
| Other capital expenditures (d) |
|
|||||||||||
| Total capital expenditures (including accrued capital expenditures and capitalized interest) | $ |
|
||||||||||
| (a) |
|
| (b) |
|
| (c) |
|
| (d) |
|
16
|
Three Months Ended
September 30, 2024 |
||||||||||||
| (In thousands) | Metallurgical Coal | REE & Critical Minerals | Total | |||||||||
| Revenue | $ |
|
$ | $ |
|
|||||||
| Significant segment expenses: | ||||||||||||
| Cost of sales (exclusive of transportation costs) (a) |
(
|
) |
(
|
) | ||||||||
| Transportation costs |
(
|
) |
(
|
) | ||||||||
| Selling, general, and administrative (b) |
(
|
) |
(
|
) |
(
|
) | ||||||
| Other segment items (c) |
|
|
||||||||||
| Segment Adjusted EBITDA |
|
(
|
) |
|
||||||||
| Corporate expenses (d) |
(
|
) | ||||||||||
| Stock-based compensation |
(
|
) | ||||||||||
| Asset retirement obligations accretion |
(
|
) | ||||||||||
| Depreciation, depletion, and amortization |
(
|
) | ||||||||||
| Other expenses |
(
|
) | ||||||||||
| Interest expense, net |
(
|
) | ||||||||||
| Income tax benefit (expense) |
(
|
) | ||||||||||
| Net (loss) income | $ |
(
|
) | |||||||||
| Segment capital expenditures | $ |
|
$ | $ |
|
|||||||
| Other capital expenditures (e) |
|
|||||||||||
| Total capital expenditures (including accrued capital expenditures and capitalized interest) | $ |
|
||||||||||
| (a) |
|
| (b) | The primary differences between this significant segment expense and “Selling, general and administrative” within the Company’s unaudited Condensed Consolidated Statements of Operations relates to stock-based compensation and unallocated corporate costs, which are included in “Corporate expenses” and “Stock-based compensation” in the table above. |
| (c) | “Other segment items” consists of items within “Other income (expense), net” on the Company’s unaudited Condensed Consolidated Statements of Operations, idle costs and other non-recurring costs that are not related to the segments’ underlying business performance. |
| (d) | “Corporate expenses” represent costs incurred at the corporate offices that are not specifically attributable to the reportable segments. |
| (e) | Includes amounts not allocated to the reportable segments, primarily related to corporate capital expenditures. |
17
|
Nine Months Ended
September 30, 2025 |
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| (In thousands) | Metallurgical Coal | REE & Critical Minerals | Total | |||||||||
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| Total capital expenditures (including accrued capital expenditures and capitalized interest) | $ |
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| (b) | The primary differences between this significant segment expense and “Selling, general and administrative” within the Company’s unaudited Condensed Consolidated Statements of Operations relates to stock-based compensation and unallocated corporate costs, which are included in “Corporate expenses” and “Stock-based compensation” in the table above. |
| (c) | “Other segment items” consists of items within “Other income (expense), net” on the Company’s unaudited Condensed Consolidated Statements of Operations, idle costs and other non-recurring costs that are not related to the segments’ underlying business performance. |
| (d) | “Corporate expenses” represent costs incurred at the corporate offices that are not specifically attributable to the reportable segments. |
| (e) | Includes amounts not allocated to the reportable segments, primarily related to corporate capital expenditures. |
18
|
Nine Months Ended
September 30, 2024 |
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| (In thousands) | Metallurgical Coal | REE & Critical Minerals | Total | |||||||||
| Revenue | $ |
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| Total capital expenditures (including accrued capital expenditures and capitalized interest) | $ |
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| (a) | The difference between this significant segment expense and “Cost of sales” within the Company’s unaudited Condensed Consolidated Statements of Operations relates to transportation costs, which are presented separately within the table above, and alternative mineral development costs, which are included in “Selling, general, and administrative” in the Rare Earths and Critical Minerals segment in the table above. The presentation of these amounts conform to the current year presentation. |
| (b) | The primary differences between this significant segment expense and “Selling, general and administrative” within the Company’s unaudited Condensed Consolidated Statements of Operations relates to stock-based compensation and unallocated corporate costs, which are included in “Corporate expenses” and “Stock-based compensation” in the table above. |
| (c) | “Other segment items” consists of items within “Other income (expense), net” on the Company’s unaudited Condensed Consolidated Statements of Operations, idle costs and other non-recurring costs that are not related to the segments’ underlying business performance. |
| (d) | “Corporate expenses” represent costs incurred at the corporate offices that are not specifically attributable to the reportable segments. |
| (e) | Includes amounts not allocated to the reportable segments, primarily related to corporate capital expenditures. |
19
NOTE 13—RELATED PARTY TRANSACTIONS
Legal Services
—Some of the
professional legal services we received were provided by Jones & Associates (“Jones”), a related party. Legal
services incurred for Jones during the three and nine months ended September 30, 2025 and 2024 totaled less than $
Other Professional Services
—The
Company has also entered into professional services agreements with
Ramaco Foundation
—The Company made a charitable cash contribution of $
* * * * *
20
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in our Annual Report, as well as the financial statements and related notes appearing elsewhere in this Quarterly Report. The following discussion contains forward-looking statements that reflect our future plans, estimates, beliefs and expected performance. The forward-looking statements are dependent upon events, risks and uncertainties that may be outside our control. We caution you that our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to such differences are discussed elsewhere in this Quarterly Report, particularly in the “Cautionary Note Regarding Forward-Looking Statements” and in our Annual Report and in this Quarterly Report under the heading “Item 1A. Risk Factors,” all of which are difficult to predict. In light of these risks, uncertainties and assumptions, the forward-looking events discussed may not occur. We do not undertake any obligation to publicly update any forward-looking statements except as otherwise required by applicable law.
Overview
We are an operator and developer of high-quality, low-cost metallurgical coal in southern West Virginia and southwestern Virginia. Our metallurgical coal development portfolio primarily includes the following properties: Elk Creek, Berwind, Knox Creek, and Maben. We believe each of these properties possesses geologic and logistical advantages that make our coal among the lowest delivered-cost U.S. metallurgical coal to our domestic customer base, North American blast furnace steel mills and coke plants, as well as international metallurgical coal consumers. In June 2025, we initiated development of our rare earth element and critical mineral operations near Sheridan, Wyoming (the “Brook Mine”). That mine has initially begun to produce representative ore material for short-term pilot-scale testing of the feedstock with the goal of ultimately establishing its rare earth element mineral reserves and resources for processing at a full-scale commercial processing facility into rare earth element and critical mineral oxides. Contiguous to the Brook Mine, the Company operates a carbon research facility related to the production of advanced carbon products and materials from coal.
Our reportable segments, which are primarily based on the Company’s internal organizational structure and types of controlled mineral deposits, are its two operating segments—Metallurgical Coal and Rare Earths and Critical Minerals. Where applicable, prior period amounts have been recast to conform to this segment reporting structure, which was modified during the third quarter of 2025.
Metallurgical Coal Segment
Our primary source of revenue is the sale of metallurgical coal. We maintain 66 million reserve tons and 1,352 million measured and indicated resource tons of high-quality metallurgical coal. Our plan is to continue the development of our existing properties and grow annual production over the next few years to approximately seven million clean tons of metallurgical coal, subject to market conditions, permitting and additional capital deployment in the medium-term. We may make acquisitions of reserves or infrastructure that continue our focus on advantaged geology and lower costs.
The overall outlook of the metallurgical coal business is dependent on a variety of factors such as pricing, regulatory uncertainties, and global economic conditions. Coal consumption and production in the U.S. are driven by several market dynamics and trends including the U.S. and global economies, the U.S. dollar’s strength relative to other currencies and accelerating production cuts. Blast furnace steelmaking is more prevalent outside the U.S. compared to domestic steel production, which creates demand for exports of metallurgical coal, including demand growth in Asia Pacific.
Global metallurgical coal markets softened in 2024 and continued to do so in 2025 due to constrained economic growth in some regions of the world and continued conflict overseas. The global steel market experienced slower growth, especially in China, resulting in elevated levels of Chinese steel exports. These conditions have led steel companies to both cut back on their own production and to reduce the price they are willing to pay for their metallurgical coal feedstock. For 2025, overall steel demand will likely remain weak in the near term; however, supply cuts may occur for higher cost operations absent a significant upward movement in pricing. Longer term, the Company believes that limited global investment in new coking coal production capacity, the industrialization of emerging economies, expansion of urbanization globally, and an eventual return to economic growth will support coking coal markets overall.
21
During the nine months ended September 30, 2025, we sold 2.9 million tons of coal and recognized $408.6 million of revenue. Of this amount, 38% of our revenue was from sales into North American markets, including Canada, and 62% of our revenue was from sales into export markets. During the same period of 2024, we sold 2.9 million tons of coal and recognized $495.4 million of revenue, of which 33% was from sales into North American markets, including Canada, and 67% was from sales into export markets. Sales into export markets, which often include index-based pricing, generally have greater exposure to variability in pricing from period to period. The Company’s exports have not been materially delayed or otherwise affected by recent severe weather events, dockworker labor disputes, or recently enacted U.S. tariffs.
As of September 30, 2025, the Company had outstanding performance obligations of approximately 0.6 million tons for contracts with fixed sales prices averaging $164 per ton, excluding freight, as well as 1.2 million tons for contracts with index-based pricing mechanisms. The Company expects to satisfy approximately 48% of the committed tons in 2025, 48% in 2026, and 3% in 2027. Refer to Note 9 of Part I, Item 1 for additional information.
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.
In the first nine months of 2025, our segment capital expenditures were $45.9 million, excluding capitalized interest of $0.9 million. In the first nine months of 2024, our capital expenditures were $55.8 million, excluding capitalized interest of $1.0 million. The decrease in capital expenditures was due to lower spending in 2025 on the Company’s strategic growth projects, specifically at the Maben preparation plant.
The Company produced 2.9 million tons during the first nine months of 2025 compared to 2.7 million tons during the first nine months of 2024 as a result of the increase in capacity and completed development work. The Company expects full-year production volumes in 2025 between 3.7 and 3.9 million tons with an ability to vary production dependent on market conditions.
Rare Earths and Critical Minerals Segment
The Company continues to make significant progress on the development of the Brook Mine rare earth elements and critical mineral project. Analyses performed to date indicate elevated levels of rare earth elements along with significant concentrations of critical minerals which were banned for export to the United States by China. In March 2025, the Company received a $6.1 million matching grant from the Wyoming Energy Authority, which shall be applied toward the development of an initial processing laboratory/pilot plant and related facilities at the Brook Mine. Construction of the laboratory/pilot plant began in Q3 2025 and is expected to be completed in mid-2026. Concurrently, in conjunction with Fluor Corporation, the Company has completed its preliminary economic assessment that demonstrates the viability of commercial development of rare earth elements and critical minerals processing. A summary of these findings was released in July 2025.
Earlier in 2025, President Trump issued an emergency declaration which prioritizes domestic critical mineral production as a matter of national security and economic resilience. As a result, the Company has been actively engaged in strategic discussions involving senior officials across the Department of Energy, Department of Interior, Department of War, the Federal Permitting Improvement Steering Council, the President’s National Energy Dominance Council, and the National Security Council in response to the shared urgency to reduce reliance on foreign sources of critical mineral production and processing. The Company was requested by various arms of the Administration to consider both the expansion and acceleration of the Brook Mine project. In September 2025, the Company expanded its internal production projections from the preliminary economic assessment and released a Technical Report Summary, prepared by Weir International, Inc., reflecting enhanced project economics and resource efficiency stemming from higher grade resource quality than previously known at the time of the preliminary economic assessment.
In August 2025, concurrent with the rapid evolution of the Brook Mine project, the Company successfully raised gross proceeds of $200 million through an underwritten public offering of its Class A common stock, before deducting underwriting discounts and commissions and other estimated offering expenses payable by the Company. This additional capital provides a significant funding source towards the development of our rare earth elements and critical minerals platform at the Brook Mine.
22
We have also made notable additions to our executive management team in 2025 to lead in the development of the Rare Earths and Critical Minerals segment as we continue to refine mineral recovery, extraction methodology, and processing capacity assumptions within the mine plan. To assist in the continued development of the project, the Company has officially retained Hatch Ltd. to lead its ongoing pre-feasibility study. Hatch was selected for its technical expertise in rare earth element processing and will oversee test work, laboratory/pilot plant design, and process optimization. This pre-feasibility study is expected to provide key information for future permitting, investment, and offtake discussions aligning with the Company’s strategy to accelerate project development. The pre-feasibility study is expected to be completed in 2026. We expect to proceed to engineering and designing the full commercial oxide plant, with a construction period to be validated and updated upon the completion of the pre-feasibility study to be followed by a subsequent two-year shakedown period for the plant to be optimized to reach full steady-state capacity.
In the first nine months of 2025, our segment capital expenditures were $2.4 million compared to $0.1 million for the corresponding time period of 2024. The increase in capital expenditures was attributable to the continued expansion of the Brook Mine project.
No revenues have been recognized from the Company’s Rare Earths and Critical Minerals segment to date.
The activities at the Brook Mine may result in a material change to our operating results and financial condition in future periods as the project continues to develop. The future financial statement impact is largely dependent on the results of laboratory/pilot plant testing for processing rare earth element and critical mineral concentrates into oxides and subsequent achievement of commercial production. At this time, we are unable to estimate the potential financial impact to future periods.
Consolidated Results of Operations
|
Three months ended
September 30, |
Nine months ended
September 30, |
|||||||||||||||
| (In thousands, except per share amounts) | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Revenue | $ | 120,996 | $ | 167,411 | $ | 408,611 | $ | 495,403 | ||||||||
| Costs and expenses | ||||||||||||||||
| Cost of sales (exclusive of items shown separately below) | 101,842 | 134,731 | 346,326 | 397,214 | ||||||||||||
| Asset retirement obligations accretion | 402 | 354 | 1,206 | 1,063 | ||||||||||||
| Depreciation, depletion, and amortization | 17,091 | 17,811 | 51,671 | 48,909 | ||||||||||||
| Selling, general and administrative expenses | 16,143 | 12,921 | 49,757 | 37,932 | ||||||||||||
| Total costs and expenses | 135,478 | 165,817 | 448,960 | 485,118 | ||||||||||||
| Operating (loss) income | (14,482 | ) | 1,594 | (40,349 | ) | 10,285 | ||||||||||
| Other income (expense), net | 125 | (76 | ) | 1,288 | 3,075 | |||||||||||
| Interest expense, net | (2,250 | ) | (1,696 | ) | (7,298 | ) | (4,509 | ) | ||||||||
| Income before tax | (16,607 | ) | (178 | ) | (46,359 | ) | 8,851 | |||||||||
| Income tax (benefit) expense | (3,299 | ) | 61 | (9,618 | ) | 1,517 | ||||||||||
| Net (loss) income | $ | (13,308 | ) | $ | (239 | ) | $ | (36,741 | ) | $ | 7,334 | |||||
| Earnings per common share | ||||||||||||||||
| Basic - Class A | $ | (0.25 | ) | $ | (0.03 | ) | $ | (0.74 | ) | $ | 0.05 | |||||
| Basic - Class B | $ | (0.05 | ) | $ | 0.06 | $ | (0.36 | ) | $ | 0.48 | ||||||
| Diluted - Class A | $ | (0.25 | ) | $ | (0.03 | ) | $ | (0.74 | ) | $ | 0.05 | |||||
| Diluted - Class B | $ | (0.05 | ) | $ | 0.06 | $ | (0.36 | ) | $ | 0.46 | ||||||
| Adjusted EBITDA | $ | 8,367 | $ | 23,617 | $ | 27,160 | $ | 76,596 | ||||||||
23
Net income and Adjusted EBITDA for the three and nine months ended September 30, 2025 were negatively impacted by the softening of global metallurgical coal markets and the decrease in metallurgical coal price indices. This occurred due to a variety of macroeconomic factors, including the continued Chinese oversupply of steel into a muted global economic environment. Refer to Non-GAAP Financial Measures later in Item 2 for more information regarding Adjusted EBITDA.
Three Months Ended September 30, 2025 Compared to Three Months Ended September 30, 2024
Revenue. Coal sales revenue for the three months ended September 30, 2025 was $121.0 million, approximately 28% lower than the same period in 2024 driven by the negative impact of pricing and a 15% decrease in tons sold. See the “Metallurgical Coal Segment” section below for further discussion of year-over-year changes in revenue. There are no revenues from rare earth elements and critical minerals at this time.
Cost of sales. Our cost of coal sales for the three months ended September 30, 2025 was $101.8 million, approximately 24% lower than the same period in 2024 driven by the closure of the Jawbone mine in Q3 2024 and the idling of the Rockhouse Eagle mine in Q2 2025, in addition to reduced trucking costs at the Maben complex subsequent to commissioning in Q4 2024. See the “Metallurgical Coal Segment” section below for further discussion of year-over-year changes in cost of sales. There are no cost of sales from rare earth elements and critical minerals at this time.
Depreciation, depletion, and amortization. Depreciation, depletion, and amortization expense totaled $17.1 million and $17.8 million for the three months ended September 30, 2025 and 2024, respectively. The decrease quarter-to-quarter was related to a $1.4 million decrease in development amortization, partially offset by general increases in plant and equipment versus 2024.
Selling, general, and administrative. Selling, general, and administrative (“SG&A”) expenses were $16.1 million and $12.9 million for the three months ended September 30, 2025 and 2024 respectively. The $3.2 million increase in 2025 was primarily due to an increase in professional service expenses.
Other income (expense), net. Other income (expense), net was consistent for the three months ended September 30, 2025 compared to the three months ended September 30, 2024, with $0.1 million in other income and ($0.1) million in other expense, respectively.
Interest expense, net. Interest expense, net was $2.3 million for the three months ended September 30, 2025 compared to $1.7 million for the same period in 2024. The increase in 2025 was largely due to issuance of the 8.375% Senior Unsecured Notes due 2029 (the “2029 Notes”) in late 2024.
Income tax expense (benefit). The effective tax rate for the three months ended September 30, 2025 and 2024 was 19.9% and 9.3%, respectively, excluding the impact of discrete items. Discrete items for the periods included items for management compensation and stock-based compensation. The primary differences from the federal statutory rate of 21% are related to state taxes, non-deductible expenses, the foreign-derived intangible income deduction, and depletion expense for income tax purposes.
Earnings (loss) per share. Refer to Note 11 of Part I, Item 1 for information regarding earnings per share calculations for Class A and Class B common stock.
Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024
Revenue. Coal sales revenue for the nine months ended September 30, 2025 was $408.6 million, approximately 18% lower than the same period in 2024 driven by the negative impact of pricing. See the “Metallurgical Coal Segment” section below for further discussion of year-over-year changes in revenue. There are no revenues from rare earth elements and critical minerals at this time.
Cost of sales. Our cost of coal sales totaled $346.3 million for the nine months ended September 30, 2025 compared to $397.2 million for the same period in 2024. The 13% decrease was driven by the closure of the Jawbone mine in Q3 2024 and the idling of the Rockhouse Eagle mine in Q2 2025, in addition to reduced trucking costs at the Maben complex subsequent to commissioning in Q4 2024. See the “Metallurgical Coal Segment” section below for further discussion of year-over-year changes in cost of sales. There are no cost of sales from rare earth elements and critical minerals at this time.
24
Depreciation, depletion, and amortization. Depreciation, depletion, and amortization expense totaled $51.7 million and $48.9 million for the nine months ended September 30, 2025 and 2024 respectively. The increase year-to-year was related to general increases in plant and equipment and production versus 2024.
Selling, general, and administrative. SG&A expenses were $49.8 million and $37.9 million for the nine months ended September 30, 2025 and 2024, respectively. The increase in 2025 was primarily due to an increase in professional service expenses.
Other income (expense), net. Other income, net was $1.3 million and $3.1 million for the nine months ended September 30, 2025 and 2024, respectively. The $1.8 million decrease was principally due to a non-recurring transportation damage settlement in the prior year resulting in greater transportation-related income at that time.
Interest expense, net. Interest expense, net was $7.3 million and $4.5 million for the nine months ended September 30, 2025 and 2024, respectively. The increase in 2025 was largely due to issuance of the 2029 Notes in late 2024.
Income tax expense. The effective tax rate for the nine months ended September 30, 2025 and 2024 was 22.2% and 28.0%, respectively, excluding the impact of discrete items. Discrete items for the periods included items for management compensation and stock-based compensation. The primary differences from the federal statutory rate of 21% are related to state taxes, non-deductible expenses, the foreign-derived intangible income deduction, and depletion expense for income tax purposes.
Earnings per share. Refer to Note 11 of Part I, Item 1 for information regarding earnings per share calculations for Class A and Class B common stock.
Segment Results
Metallurgical Coal Segment
Coal sales and Segment Adjusted EBITDA information is summarized as follows:
|
Three months ended
September 30, |
Nine months ended
September 30, |
|||||||||||||||||||||||
| (In thousands) | 2025 | 2024 | Increase (Decrease) | 2025 | 2024 | Increase (Decrease) | ||||||||||||||||||
| Revenue | $ | 120,996 | $ | 167,411 | $ | (46,415 | ) | $ | 408,611 | $ | 495,403 | $ | (86,792 | ) | ||||||||||
| Tons sold | 873 | 1,023 | (150 | ) | 2,897 | 2,867 | 30 | |||||||||||||||||
| Total revenue per ton sold (GAAP basis) (a) | $ | 139 | $ | 164 | $ | (25 | ) | $ | 141 | $ | 173 | $ | (32 | ) | ||||||||||
| Cost of sales | $ | 101,842 | $ | 133,368 | $ | (31,526 | ) | $ | 346,326 | $ | 393,596 | $ | (47,270 | ) | ||||||||||
| Tons sold | 873 | 1,023 | (150 | ) | 2,897 | 2,867 | 30 | |||||||||||||||||
| Total cost of sales per ton sold (GAAP basis) (a) | $ | 117 | $ | 130 | $ | (13 | ) | $ | 120 | $ | 137 | $ | (17 | ) | ||||||||||
| Segment Adjusted EBITDA (b) | $ | 15,943 | $ | 26,968 | $ | (11,025 | ) | $ | 51,362 | $ | 85,862 | $ | (34,501 | ) | ||||||||||
| (a) | Refer to Non-GAAP Financial Measures for supplemental calculations of revenue per ton sold (FOB mine) and cash cost per ton sold (FOB mine). |
| (b) | Segment Adjusted EBITDA is management’s primary segment measure of profit or loss in assessing segment performance and deciding how to allocate the Company’s resources. See Note 12, “Segment Reporting,” in the notes to the unaudited Condensed Consolidated Financial Statements for additional information on the calculation of Segment Adjusted EBITDA. |
25
Our revenue includes sales of Company-produced coal and coal purchased from third parties. We include amounts billed by us for transportation to our customers within revenue and transportation costs incurred within cost of sales.
Three Months Ended September 30, 2025 Compared to Three Months Ended September 30, 2024
Revenue. Coal sales revenue for the three months ended September 30, 2025 was $121.0 million, approximately 28% lower than the same period in 2024 driven by the negative impact of pricing and a 15% decrease in tons sold. The decrease in tons sold is attributable to export markets, which decreased by 22% primarily due to timing differences in shipments to foreign customers. Revenue per ton sold decreased 15% from $164 per ton to $139 per ton while revenue per ton sold (FOB mine), a non-GAAP measure which excludes transportation revenues and demurrage, also decreased 12% from $136 per ton to $120 per ton. Refer to Non-GAAP Financial Measures later in Item 2 for more information regarding this measure. The decrease in the Company’s revenue per ton sold measures were due to the decrease in metallurgical coal prices as U.S. metallurgical coal price indices fell by an average of 18% during the three months ended September 30, 2025 compared to the same period of 2024 as a result of the macroeconomic conditions discussed earlier. We expect metallurgical coal prices to remain volatile in the near term.
Cost of sales. Our cost of coal sales for the three months ended September 30, 2025 was $101.8 million, approximately 24% lower than the same period in 2024 driven by the 15% decrease in tons sold discussed above and operational efficiencies. Cost of sales per ton sold decreased 10% from $130 per ton to $117 per ton. Cash cost per ton sold (FOB mine) , a non-GAAP measure which excludes transportation costs and idle mine costs, decreased 5% from $102 per ton to $97 per ton. Refer to Non-GAAP Financial Measures later in Item 2 for more information regarding this measure. Mine costs for the third quarter of 2025 benefited from efficiencies gained from increased production versus the same period in 2024.
Segment adjusted EBITDA. Segment adjusted EBITDA for the three months ended September 30, 2025 was $15.9 million, approximately 41% lower than the same period in 2024 driven by the revenue and cost of sales items discussed above.
Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024
Revenue. Coal sales revenue for the nine months ended September 30, 2025 was $408.6 million, approximately 18% lower than the same period in 2024 driven by the negative impact of pricing, offset by a 1% increase in tons sold. Revenue per ton sold decreased 18% from $173 per ton to $141 per ton while revenue per ton sold (FOB mine), a non-GAAP measure which excludes transportation revenues and demurrage, decreased 16% from $145 per ton to $122 per ton. The decrease in the Company’s revenue per ton sold measures were due to the decrease in metallurgical coal prices as U.S. metallurgical coal price indices fell by an average of 19% during the nine months ended September 30, 2025 compared to the same period of 2024 as a result of the macroeconomic conditions discussed earlier. We expect metallurgical coal prices to remain volatile in the near term.
Cost of sales. Our cost of coal sales totaled $346.3 million for the nine months ended September 30, 2025 compared to $393.6 million for the same period in 2024. The 12% decrease was driven by the closure of the Jawbone mine in Q3 2024 and the idling of the Rockhouse Eagle mine in Q2 2025, in addition to reduced trucking costs at the Maben complex subsequent to commissioning in Q4 2024. Cost of sales per ton sold decreased 12% from $137 per ton to $120 per ton. Cash cost per ton sold (FOB mine), a non-GAAP measure which excludes transportation costs and idle mine costs, decreased 8% from $109 per ton to $100 per ton. Mine costs for the first nine months of 2024 were impacted negatively by challenging geology and labor constraints which improved during the same period of 2025.
Segment adjusted EBITDA. Segment adjusted EBITDA for the nine months ended September 30, 2025 was $51.4 million, approximately 40% lower than the same period in 2024 driven by the revenue and cost of sales items discussed above.
26
Rare Earths and Critical Minerals Segment
As of September 30, 2025, the Company has not recorded any revenues or cost of sales from the Rare Earths and Critical Minerals segment. Segment Adjusted EBITDA is shown below:
|
Three months ended
September 30, |
Nine months ended
September 30, |
|||||||||||||||||||||||
| (In thousands) | 2025 | 2024 | Increase (Decrease) | 2025 | 2024 | Increase (Decrease) | ||||||||||||||||||
| Segment Adjusted EBITDA (a) | $ | (3,759 | ) | $ | (1,363 | ) | $ | (2,396 | ) | $ | (12,402 | ) | $ | (3,618 | ) | $ | (8,784 | ) | ||||||
| (a) | Segment Adjusted EBITDA is management’s primary segment measure of profit or loss in assessing segment performance and deciding how to allocate the Company’s resources. See Note 12, “Segment Reporting,” in the notes to the unaudited Condensed Consolidated Financial Statements for additional information on the calculation of Segment Adjusted EBITDA. |
Segment adjusted EBITDA. Segment adjusted EBITDA for the three and nine months ended September 30, 2025 decreased by approximately $2.4 million and $8.8 million, respectively, compared to the same period in 2024 primarily driven by increased labor and professional service costs to develop the Brook Mine rare earth elements and critical minerals project in 2025.
Liquidity and Capital Resources
The metallurgical coal markets are volatile in nature; therefore, the Company prioritizes managing its financial position and liquidity, while managing costs and capital expenditures and returning value to its shareholders.
On May 3, 2024, the Company entered into the First Amendment Agreement to the Second Amended and Restated Credit and Security Agreement in order to, among other things, extend the maturity date and increase the size of its existing Revolving Credit Facility. The amended facility has a maturity date of May 3, 2029, and provides an initial aggregate revolving commitment of $200 million as well as an accordion feature to increase the size by an additional $75 million subject to certain terms and conditions, including the lenders’ consent. The amended facility provides the Company with additional flexibility to pursue further growth in production while meeting normal operating requirements. The terms of the amended facility also require the Company to maintain certain covenants, including fixed charge coverage ratio and compensating balance requirements. Borrowings under the amended facility may not exceed the borrowing base as determined under the amended formula included in the agreement.
At September 30, 2025, we had $193.8 million of cash and cash equivalents and $78.6 million of remaining availability under our Revolving Credit Facility for future borrowings. Cash and cash equivalents include $6.5 million of compensating balances held in dedicated accounts to assure future credit availability under the revolver. The Company’s total current assets were $328.7 million and were in excess of total current liabilities by $218.2 million as of the balance sheet date.
Significant sources and uses of cash during the first nine months of 2025
Sources of cash:
| ● | Cash flows provided by operating activities were $20.3 million during the nine months ended September 30, 2025, which were driven primarily by net earnings adjusted for non-cash expenses including depreciation, depletion, and amortization as well as stock-based compensation. Changes in operating assets and liabilities also contributed to operating cash flow driven primarily by the decrease in accounts receivable due to the collection of fourth quarter 2024 revenues and an increase in inventory. |
27
| ● | Cash inflows for financing activities totaled $196.6 million, which is primarily driven by: |
|
● |
Net proceeds from a Class A common stock equity issuance of $189.0 million; | |
|
● |
Net proceeds from an Unsecured Senior Note issuance of $64.9 million; | |
|
● |
Repayment of Unsecured Senior Notes of $34.5 million; and | |
|
● |
Repayments of $11.1 million on our existing finance leases and insurance financing |
Uses of cash:
| ● | Cash outflows for investing activities totaled $56.1 million, which is primarily driven by: |
|
● |
Capital expenditures of $52.1 million, including expenditures related to the preparation plant and expansion of our Maben complex. The preparation plant at Maben was commissioned in October 2024, which contributed to the reduced trucking costs at the complex in subsequent periods. |
The Class B common stock dividends are calculated based on 20% of the previous quarter’s CORE royalty and infrastructure fees as shown below. Refer to Note 7 of Part I, Item 1 for additional information regarding dividends.
|
Three months ended
September 30, |
Nine months ended
September 30, |
|||||||||||||||
| (In thousands) | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Royalties | ||||||||||||||||
| Ramaco Coal | $ | 2,634 | $ | 4,072 | $ | 7,763 | $ | 9,235 | ||||||||
| Amonate Assets | 820 | - | 2,124 | 2,411 | ||||||||||||
| Other | - | 11 | 12 | 36 | ||||||||||||
| Total Royalties | $ | 3,454 | $ | 4,083 | $ | 9,899 | $ | 11,682 | ||||||||
| Infrastructure Fees | ||||||||||||||||
| Preparation Plants (Processing at $5.00/ton) | $ | 4,184 | $ | 4,254 | $ | 13,065 | $ | 13,043 | ||||||||
| Rail Load-outs (Loading at $2.50/ton) | 2,010 | 1,986 | 6,255 | 5,873 | ||||||||||||
| Total Infrastructure Fees (at $7.50/ton) | $ | 6,194 | $ | 6,240 | $ | 19,320 | $ | 18,916 | ||||||||
| CORE Royalty and Infrastructure Fees | $ | 9,648 | $ | 10,323 | $ | 29,219 | $ | 30,598 | ||||||||
| Total Cash Available for Dividend for Class B Common Stock | $ | 9,648 | $ | 10,323 | $ | 29,219 | $ | 30,598 | ||||||||
| 20% of Cash Available for Dividend for Class B Common Stock | $ | 1,930 | $ | 2,065 | $ | 5,844 | $ | 6,120 | ||||||||
As of the issuance of these financial statements, the Board of Directors has not declared a dividend for the fourth quarter of fiscal year 2025. The Company anticipates declaring a similar dividend for the fourth quarter of fiscal year 2025 and 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.
28
Future sources and uses of cash
Our primary use of cash includes our investment in the development of our rare earth elements and critical mineral platform, capital expenditures for mine development, and ongoing operating expenses. We expect to fund our capital and liquidity requirements for the next twelve months and the reasonably foreseeable future with cash on hand, borrowings under our revolving credit facility, projected cash flows from operations, and, if warranted, capital raised under the Company’s shelf registration discussed below. Factors that could adversely impact our future liquidity and ability to carry out our capital expenditure program include the following:
| ● |
Project overruns related to the development of the Brook Mine, including but not limited to increased costs to extract and process rare earth elements and critical minerals into oxides |
|
| ● | Timely delivery of our product by rail and other transportation carriers; | |
| ● | Late payments of accounts receivable by our customers; | |
| ● | Cost overruns in our purchases of equipment needed to complete our mine development plans; | |
| ● | Delays in completion of development of our various mines, processing plants and refuse disposal facilities, which would reduce the coal we would have available to sell and our cash flow from operations; and | |
| ● | Adverse changes in the metallurgical coal markets that would reduce the expected cash flow from operations. |
If future cash flows were to become insufficient to meet our liquidity needs or capital requirements, due to changes in macroeconomic conditions or otherwise, we may reduce our expected level of capital expenditures for new mine production and/or fund a portion of our capital expenditures through the issuance of debt or equity securities, new debt arrangements, or from other sources such as asset sales.
On August 5, 2025, the Company filed an automatic shelf registration statement, which was effective upon filing, to sell any combination of Class A common stock, Class B common stock, preferred stock, depositary shares, debt securities, warrants, and rights. No securities may be sold until a prospectus supplement describing the method and terms of any future offering is delivered.
Refer to Note 5 of Part I, Item 1 for information regarding the Company’s Revolving Credit Facility and indebtedness.
Critical Accounting Estimates
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the amounts of revenue and expenses reported for the period then ended. A discussion of our critical accounting policies and estimates is included in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies and Estimates” of the Annual Report. There were no material changes to our critical accounting policies the nine months ended September 30, 2025.
Off-Balance Sheet Arrangements
A discussion of off-balance sheet arrangements is included under the heading “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Off-Balance Sheet Arrangements” in the Annual Report. There were no material changes during the nine months ended September 30, 2025.
Non-GAAP Financial Measures
Adjusted EBITDA - Adjusted EBITDA is used as a supplemental non-GAAP financial measure by management and external users of our financial statements, such as industry analysts, investors, lenders, and rating agencies. We believe Adjusted EBITDA is useful because it allows us to more effectively evaluate our operating performance.
We define Adjusted EBITDA as net income plus net interest expense; stock-based compensation expense; depreciation, depletion, and amortization expenses; income taxes; accretion of asset retirement obligations; and, when applicable, certain other non-operating items (income tax penalties and charitable contributions). A reconciliation of net 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.
29
|
Three months ended
September 30, |
Nine months ended
September 30, |
|||||||||||||||
| (In thousands) | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Reconciliation of Net Income to Adjusted EBITDA | ||||||||||||||||
| Net (loss) income | $ | (13,308 | ) | $ | (239 | ) | $ | (36,741 | ) | $ | 7,334 | |||||
| Depreciation, depletion, and amortization | 17,091 | 17,811 | 51,671 | 48,909 | ||||||||||||
| Interest expense, net | 2,250 | 1,696 | 7,298 | 4,509 | ||||||||||||
| Income tax (benefit) expense | (3,299 | ) | 61 | (9,618 | ) | 1,517 | ||||||||||
| EBITDA | 2,734 | 19,329 | 12,610 | 62,269 | ||||||||||||
| Stock-based compensation | 4,731 | 3,970 | 12,844 | 13,255 | ||||||||||||
| Other non-operating | 500 | (36 | ) | 500 | 9 | |||||||||||
| Accretion of asset retirement obligation | 402 | 354 | 1,206 | 1,063 | ||||||||||||
| Adjusted EBITDA | $ | 8,367 | $ | 23,617 | $ | 27,160 | $ | 76,596 | ||||||||
Non-GAAP revenue per ton sold- Non-GAAP revenue per ton sold (FOB mine) is calculated as coal sales revenue less transportation revenues and demurrage, divided by tons sold. We believe revenue per ton sold (FOB mine) provides useful information to investors as it enables investors to compare revenue per ton we generate against similar measures made by other publicly-traded coal companies and more effectively monitor changes in coal prices from period to period excluding the impact of transportation costs which are beyond our control. The adjustments made to arrive at these measures are significant in understanding and assessing our financial performance. Revenue per ton sold (FOB mine) is not a measure of financial performance in accordance with U.S. GAAP and, therefore, should not be considered as a substitute to revenue under U.S. GAAP.
|
Three months ended
September 30, |
Nine months ended
September 30, |
|||||||||||||||||||||||
| (In thousands) | 2025 | 2024 | Increase (Decrease) | 2025 | 2024 | Increase (Decrease) | ||||||||||||||||||
| Metallurgical Coal Segment | ||||||||||||||||||||||||
| Revenue | $ | 120,996 | $ | 167,411 | $ | (46,415 | ) | $ | 408,611 | $ | 495,403 | $ | (86,792 | ) | ||||||||||
| Less: Adjustments to reconcile to Non-GAAP revenue (FOB mine) | ||||||||||||||||||||||||
| Transportation | 16,131 | 28,582 | (12,451 | ) | 55,780 | 81,086 | (25,306 | ) | ||||||||||||||||
| Non-GAAP revenue (FOB mine) | $ | 104,866 | $ | 138,829 | $ | (33,963 | ) | $ | 352,831 | $ | 414,317 | $ | (61,486 | ) | ||||||||||
| Tons sold | 873 | 1,023 | (150 | ) | 2,897 | 2,867 | 30 | |||||||||||||||||
| Non-GAAP revenue per ton sold (FOB mine) | $ | 120 | $ | 136 | $ | (16 | ) | $ | 122 | $ | 145 | $ | (23 | ) | ||||||||||
| Refer to coal sales information for revenue per ton sold (GAAP basis) calculations | ||||||||||||||||||||||||
Non-GAAP cash cost per ton sold - Non-GAAP cash cost per ton sold (FOB mine) is calculated as cash cost of sales less transportation and idle and other costs, divided by tons sold. We believe cash cost per ton sold provides useful information to investors as it enables investors to compare our cash cost per ton against similar measures made by other publicly-traded coal companies and more effectively monitor changes in coal cost from period to period excluding the impact of transportation costs which are beyond our control, and alternative mineral costs, which are more developmentally focused at the present time. The adjustments made to arrive at these measures are significant in understanding and assessing our financial performance. Cash cost per ton sold (FOB mine) is not a measure of financial performance in accordance with U.S. GAAP and, therefore, should not be considered as a substitute to cost of sales under U.S. GAAP.
|
Three months ended
September 30, |
Nine months ended
September 30, |
|||||||||||||||||||||||
| (In thousands) | 2025 | 2024 | Increase (Decrease) | 2025 | 2024 | Increase (Decrease) | ||||||||||||||||||
| Metallurgical Coal Segment | ||||||||||||||||||||||||
| Cost of Sales: | $ | 101,842 | $ | 133,368 | $ | (31,526 | ) | $ | 346,326 | $ | 393,596 | $ | (47,270 | ) | ||||||||||
| Less: Adjustments to reconcile to Non-GAAP cash cost of sales | ||||||||||||||||||||||||
| Transportation costs | 16,366 | 28,551 | (12,185 | ) | 56,037 | 80,299 | (24,262 | ) | ||||||||||||||||
| Idle and other costs | 583 | 244 | 339 | 1,728 | 786 | 942 | ||||||||||||||||||
| Non-GAAP cash cost of sales | $ | 84,893 | $ | 104,573 | $ | (19,680 | ) | $ | 288,561 | $ | 312,511 | $ | (23,950 | ) | ||||||||||
| Tons sold | 873 | 1,023 | (150 | ) | 2,897 | 2,867 | 30 | |||||||||||||||||
| Non-GAAP cash cost per ton sold (FOB mine) | $ | 97 | $ | 102 | $ | (5 | ) | $ | 100 | $ | 109 | $ | (9 | ) | ||||||||||
| Refer to coal sales information for cost per ton sold (GAAP basis) calculations | ||||||||||||||||||||||||
30
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Disclosures about market risk are included in Item 7A, “Quantitative and Qualitative Disclosures about Market Risk,” of our Annual Report.
Item 4. Controls and Procedures
As required by Rule 13a-15(b) of the Exchange Act, we have evaluated, under the supervision and with the participation of our management, including our chief executive officer, who serves as our principal executive officer, and our chief financial officer, who serves as our principal financial officer, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this quarterly report. Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosures, and is recorded, processed, summarized and reported within the periods specified in the rules and forms of the SEC. However, based on that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective at the reasonable assurance level as of the end of the period covered by this quarterly report as a result of the material weakness in internal control over financial reporting as described below.
Previously Reported Material Weakness
We previously identified a material weakness and concluded that our disclosure controls and procedures as of December 31, 2024, were not effective at the reasonable assurance level as a result of the material weakness in internal control over financial reporting disclosed below. The Company’s remediation plan for the material weakness in internal control over financial reporting is also discussed below.
Based on this evaluation, management identified a material weakness related to an insufficiency of appropriately qualified and trained professionals to perform certain control activities necessary to achieve our control objectives. The material weakness also resulted in incomplete or inadequate documentation related to accounting policies and procedures, inappropriate conclusions reached regarding non-routine accounting matters, and insufficient evidence of internal control activities. A material weakness is a control deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. Management concluded that its internal control over financial reporting was ineffective as of December 31, 2024.
Remediation Plan
We have executed our plan for remediation to address the material weakness, which included assessing, redesigning, and implementing modifications of our internal controls, and the hiring of additional qualified accounting personnel, while supplementing internal resources with qualified external advisors as needed. While management has taken steps to address the root cause of the material weakness, we will not be able to fully remediate this material weakness until testing of the amended internal controls have demonstrated their operating effectiveness over a sustained period of financial reporting cycles.
Changes in Internal Control Over Financial Reporting
We have taken substantial steps toward improving our control environment by executing our remediation plan to address the material weakness, as described above. Except as described above, there were no significant changes in our internal control over financial reporting during our third quarter that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls and Procedures
Senior members of management do not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
31
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Due to the nature of our business, we may become, from time to time, involved in routine litigation or subject to disputes or claims related to our business activities. While the outcome of these proceedings cannot be predicted with certainty, in the opinion of our management, there are no pending litigation, disputes or claims against us which, if decided adversely, individually or in the aggregate, will have a material adverse effect on our financial condition, cash flows or results of operations. For a description of our legal proceedings, see Note 8 to the Condensed Consolidated Financial Statements included in Part I of this Quarterly Report.
Item 1A. Risk Factors
In addition to the other information set forth in this Quarterly Report, you should carefully consider the risk factors and other cautionary statements described under the heading “Item 1A. Risk Factors” included in our Annual Report and the risk factors and other cautionary statements contained in our other SEC filings, which could materially affect our business, financial condition, cash flows, or future results of operations.
Additional risks and uncertainties not currently known to us, or that we currently deem to be immaterial, also may materially adversely affect our business, financial condition, or future results. Except as set forth below, there have been no material changes in our risk factors from those described in our Annual Report.
Our growth prospects may be adversely affected by fluctuations in demand for, and prices of, rare earth elements and critical minerals.
Changes in the level of demand for, and the market price of (including taxes and other tariffs and fees imposed upon) rare earth elements and critical minerals could significantly affect our growth prospects, which depend in large part on our ability to successfully develop the Brook Mine into a producing mine. As is the case with any mining asset that is not yet in commercial production, there is no assurance that we will be able to successfully develop the Brook Mine into a commercial scale mine. In particular, the prices for rare earth elements and critical minerals may fluctuate and are likely to be affected by numerous factors beyond our control such as interest rates, exchange rates, taxes, inflation, fluctuation in the relative value of the U.S. dollar against foreign currencies, shipping and other transportation and logistics costs, global and regional supply and demand for rare earth minerals and products, potential industry trends and the political and economic conditions of countries that produce and procure rare earth elements and critical minerals. In addition, a future change in the U.S. federal administration could result in changing policies and priorities, including with respect to trade policy and tariffs, taxes and regulation generally, all of which may have a detrimental impact on the demand for rare earth elements and critical minerals and related products.
Furthermore, supply side factors may have a significant influence on price volatility for rare earth elements and critical minerals. Supply of rare earth elements and critical minerals is currently dominated by Chinese producers. The Chinese Central Government regulates production via export bans, quotas and looser environmental standards compared to other countries, and, to a lesser extent, regulation of imports, and has and may continue to change such export bans, production quotas, environmental standards, and import regulations. Over the past few years, there has been significant restructuring of the Chinese market in line with Chinese Central Government policy; however, periods of over-supply or speculative trading of rare earth elements and critical minerals can lead to significant fluctuations in the market price of such products. A prolonged or significant economic contraction in the U.S., China, or worldwide could put downward pressure on market prices of rare earth elements and critical minerals. Protracted periods of low prices for rare earth elements and critical minerals could significantly impact our growth prospects. Demand for rare earth elements and critical minerals may be impacted by demand for downstream products such as hybrid and electric vehicles, wind turbines, robotics, medical equipment, military equipment and other high-growth, advanced motion technologies, as well as demand in the general automotive and electronics industries. By contrast, extended periods of high commodity prices may create economic dislocations that may be destabilizing to rare earth elements and critical minerals supply and demand and ultimately to the broader markets. Strong rare earth elements and critical minerals prices may create economic pressure to identify or create alternate technologies that ultimately could depress long-term demand for rare earth minerals and products, and at the same time may incentivize development of competing mining properties.
Based on all of the above, we cannot provide assurance that mineralization can be mined or processed profitably.
32
We do not currently have rare earth elements or critical mineral reserves, and our growth prospects may be adversely affected if we are unable to successfully develop the Brook Mine into a commercial scale mine.
As described in the Brook Mine – Initial Assessment technical report summary for the Brook Mine prepared by Weir International, Inc. (September 17, 2025), our estimates of rare earth elements and critical minerals are reported as in-place inferred resources. Mineral resources are not mineral reserves and do not meet the threshold for reserve modifying factors, such as estimated economic viability, that would allow for conversion to mineral reserves. There is no certainty that any part of the mineral resources estimated will be converted into mineral reserves in the future. Rare earth elements and critical minerals is a new initiative for us and, as such, has required and will continue to require us to make significant investments to build out our rare earth element capabilities. As a new facet of our business, there are heightened risks and uncertainties, and there is no assurance that we will be able to successfully develop the Brook Mine into a commercial scale mine. We have in the past pursued alternative strategies and initiatives outside the scope of our core metallurgical mining business that have not to date resulted in meaningful returns on our investment. We have little to no demonstrated track record of commercial, operational or financial success outside of our core business, and given the uncertainties associated with rare earth elements and critical minerals and the mining thereof, we cannot assure you that this initiative will be successful.
An increase in the global supply of rare earth element products, dumping, predatory pricing and other anti-competitive tactics taken by our competitors may materially and adversely affect our growth prospects and the price of our common stock.
The pricing of and demand for rare earth element products is affected by a number of factors beyond our control, including the global macroeconomic environment and the global supply and demand for products that use rare earth elements and critical minerals. China accounts for the significant majority of global rare earth element and critical mineral production and also dominates the manufacture of metals from rare earth elements, capabilities that are not currently present at scale in the U.S. Over the past few years, there has been significant restructuring of the Chinese rare earth element production industry, further centralizing control over production by state-owned enterprises. Chinese competitors may engage in predatory pricing or other behaviors designed to inhibit competition. Any increase in the amount of rare earth element products exported from China or other nations and increased competition may adversely affect our ability to develop Brook Mine into an economically feasible producing mine or, in the future, our ability to ultimately profitably recover and sell rare earth elements and critical minerals, which could adversely impact our growth prospects and the price of our common stock. As a result of these factors, we may not be able to compete effectively against current and future competitors.
Chinese competitors may have greater financial resources, as well as other strategic advantages to operate, maintain, improve, and possibly expand their facilities. Additionally, our Chinese competitors have historically been able to produce at relatively low costs due to domestic economic and regulatory factors, including less stringent environmental and governmental regulations and lower labor and benefit costs. If we are not able to achieve consistent product quality at our anticipated costs of production, then any strategic advantages that our competitors may have over us, including, without limitation, lower labor, compliance, and production costs, could have a material adverse effect on our growth prospects and the price of our common stock.
Consolidation of the rare earth elements and critical minerals industry may result in increased competition.
Some of our competitors have made, or may make, acquisitions or enter into partnerships or other strategic relationships to achieve competitive advantages. In addition, new entrants not currently considered competitors may enter our market through acquisitions, partnerships, or strategic relationships. We expect these trends to continue as demand for rare earth element materials increases. Industry consolidation may result in competitors with more compelling product offerings or greater pricing flexibility than we may have, or business practices that make it more difficult for us to compete effectively, including on the basis of price, sales, technology or supply. For example, in December 2021, China merged three state entities to establish the China Rare Earth Group Co. Ltd (“China Rare Earth Group”), that accounts for more than half of China’s heavy rare earths supplies. China Rare Earth Group has enhanced pricing power of key rare earths, such as dysprosium and terbium, which has brought changes to the global rare earth elements supply chain. These competitive pressures could have a material adverse effect on our growth prospects and the price of our common stock.
33
Changes in tax legislation could have an adverse impact on our cash tax liabilities, results of operations or financial condition.
The Tax Cuts and Jobs Act of 2017 (“TCJA”) reduced the U.S. corporate income tax rate from 35% to 21% and included certain other changes that resulted in a significant reduction of our income tax liability. The recently enacted One Big Beautiful Bill Act of 2025 (the “OBBBA”) extends many of the policies first enacted in the TCJA and introduces new rules that will impact our business. OBBBA provides for the temporary 2.5% Advanced Manufacturing Production Credit for metallurgical coal. The tax credit for metallurgical coal production is scheduled to terminate after December 31, 2029, limiting our ability to benefit from this incentive to a short window beginning in 2026. Other key provisions of OBBBA include, but are not limited to, (i) restoration of 100% bonus depreciation for qualified property (e.g., machinery and equipment) acquired and placed in service after January 19, 2025, repealing the TCJA’s phase-down that began in 2023, and deduction of domestic research and experimental expenditures in the current period, (ii) new bonus depreciation election allowing the immediate expensing of 100% of the cost basis of “qualified production property” (e.g., manufacturing facilities placed in service in the United States), if construction commences after January 19, 2025, and before January 1, 2029, and the asset is placed in service before January 1, 2031, and (iii) favorable adjustments to the interest deduction rules by permanently restoring the pre-2022 deduction cap on interest expenses with respect to debt incurred in a trade or business to generally 30% of a taxpayer’s EBITDA (as opposed to 30% of EBIT, as required under prior law). The Inflation Reduction Act of 2022 (the “IRA”) added a variety of incentives to promote clean energy, many of which will be reduced or eliminated under the OBBBA. The IRA also added a new corporate alternative minimum tax of 15% on adjusted financial statement income and an excise tax on share buybacks, both of which remain in effect under the OBBBA. Congress could, in the future, revise or repeal those changes or enact other tax law changes, such as the elimination of tax preferences currently available with respect to coal exploration and development and the percentage depletion allowance. We are unable to predict whether any such changes will ultimately be enacted, but any such changes could have a material impact on our cash tax liabilities, results of operations or financial condition.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Mine Safety Disclosures
The information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in Exhibit 95.1 to this Quarterly Report.
Item 5. Other Information
Rule 10b5-1 trading arrangements
During the period covered
by this Quarterly Report, none of the Company’s directors or executive officers has
Unresolved Staff Comment
The Company received a comment letter, dated August 19, 2025, from the staff of the Division of Corporation Finance of the SEC (the “Staff”) relating to our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2025. The Staff’s comments principally concern: (i) our disclosures and public statements regarding the Preliminary Economic Assessment (“PEA”) for the Brook Mine rare earth elements and critical minerals project, including the basis for statements characterizing the project as technically and economically viable in light of the AACE Class 5 classification and the conceptual nature of the underlying exploration target; (ii) the consistency of our disclosures regarding the preparation of the PEA under Regulation S-K Subpart 1300 with our release of a Company-prepared summary and references to the AACE classification system; and (iii) whether our plans to commence carbon ore mining activities and to construct a pilot-scale concentrate processing facility could result in a material change to our operating results or financial condition in future periods, and our related considerations under Item 303 of Regulation S-K.
In response, we explained that the conclusions regarding technical and economic viability referenced in our disclosures were those of Fluor Corporation as set forth in its PEA, based on then-available information and Company-provided pricing, and that the Class 5 designation reflects the preliminary level of project definition and expected accuracy for early-stage cost estimates. We also clarified that our Company-prepared PEA summary was released in accordance with the disclosure framework of Regulation S-K Subpart 1300, that the summary was not a Technical Report Summary under Subpart 1300 and appropriately referenced the AACE classification system. We committed to update the operating results and financial conditions if they change in future periods.
We have not received further communication from the Staff regarding these matters, and the comments therefore remain unresolved as of the date of this Quarterly Report.
34
Item 6. Exhibits
| † | Management contract or compensatory plan or agreement. | |
| * | Exhibit filed herewith. |
| ** | Furnished herewith. Pursuant to SEC Release No. 33-8212, this certification will be treated as “accompanying” this Quarterly Report and not “filed” as part of such report for purposes of Section 18 of the Exchange Act or otherwise subject to the liability under Section 18 of the Exchange Act, and this certification will not be deemed to be incorporated by reference into any filing under the Securities Act, except to the extent that the registrant specifically incorporates it by reference. |
35
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| RAMACO RESOURCES, INC. | ||
| October 28, 2025 | By: | /s/ Randall W. Atkins |
| Randall W. Atkins | ||
| Chairman, Chief Executive Officer and Director | ||
| (Principal Executive Officer) | ||
| October 28, 2025 | By: | /s/ Jeremy R. Sussman |
| Jeremy R. Sussman | ||
| Chief Financial Officer | ||
| (Principal Financial Officer) | ||
36