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What changed in Ramaco Resources, Inc.'s 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of Ramaco Resources, Inc.'s 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+463 added−382 removedSource: 10-K (2025-03-17) vs 10-K (2024-03-14)

Top changes in Ramaco Resources, Inc.'s 2024 10-K

463 paragraphs added · 382 removed · 313 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

97 edited+34 added−16 removed141 unchanged
Biggest changeUnder the Black Lung Benefits Revenue Act of 1977 and the Black Lung Benefits Reform Act of 1977, as amended in 1981, each coal mine operator must pay federal black lung benefits to claimants who are current and former employees and also make payments to a trust fund for the payment of benefits and medical expenses to claimants who last worked in the coal industry prior to January 1, 1970. 14 Table of Contents The Patient Protection and Affordable Care Act of 2010 includes significant changes to the federal black lung program including an automatic survivor benefit paid upon the death of a miner with an awarded black lung claim and the establishment of a rebuttable presumption with regard to pneumoconiosis among miners with 15 or more years of coal mine employment that are totally disabled by a respiratory condition.
Biggest changeThe Patient Protection and Affordable Care Act of 2010 includes significant changes to the federal black lung program including an automatic survivor benefit paid upon the death of a miner with an awarded black lung claim and the establishment of a rebuttable presumption with regard to pneumoconiosis among miners with 15 or more years of coal mine employment that are totally disabled by a respiratory condition.
The Federal Mine Safety and Health Act of 1977, as amended (the “MINE Act”) and the Mine Improvement and New Emergency Response Act of 2006 (the “MINER Act”), and regulations issued under these federal statutes, impose stringent health and safety standards on mining operations.
Mine Safety and Health. The Federal Mine Safety and Health Act of 1977, as amended (the “MINE Act”) and the Mine Improvement and New Emergency Response Act of 2006 (the “MINER Act”), and regulations issued under these federal statutes, impose stringent health and safety standards on mining operations.
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 target customer base, North American blast furnace steel mills and coke plants, as well as international metallurgical coal consumers.
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 November 2019, plans were formally announced for the U.S. to withdraw from the Paris Agreement with an effective exit date in November 2020. In February 2021, the current administration announced reentry of the U.S. into the Paris Agreement along with a new “nationally determined contribution” for U.S.
In November 2019, plans were formally announced for the U.S. to withdraw from the Paris Agreement with an effective exit date in November 2020. In February 2021, the administration announced reentry of the U.S. into the Paris Agreement along with a new “nationally determined contribution” for U.S.
New legislative or administrative proposals, or judicial interpretations of existing laws and regulations related to the protection of the environment could result in substantially increased capital, operating and compliance costs.
New legislative or administrative proposals, changes in administrative and judicial interpretations of existing laws and regulations related to the protection of the environment could result in substantially increased capital, operating and compliance costs.
The McDonald reserves have the same geologic advantages and low costs that are being experienced in our Elk Creek mines. During 2022, we began work on a throughput upgrade at our Elk Creek Preparation plant. The upgrade, which was completed in 2023, increased our annual processing capacity for this complex to approximately three million tons per year.
The McDonald reserves have the same geological advantages and low costs that are being experienced in our Elk Creek mines. During 2022, we began work on a throughput upgrade at our Elk Creek Preparation plant. The upgrade, which was completed in 2023, increased our annual processing capacity for this complex to approximately three million tons per year.
In connection with our advanced carbon products business, the Company holds 61 intellectual property patents and pending patents related to the conversion of low-cost carbon ore into higher-value carbon products as well as exclusive licensing agreements, all of which have a remaining duration of 14-20 years.
In connection with our advanced carbon products business, the Company holds 76 intellectual property patents and pending patents related to the conversion of low-cost carbon ore into higher-value carbon products as well as exclusive licensing agreements, all of which have a remaining duration of 14-20 years.
Permits for all mining operations must be obtained from the United States Office of Surface Mining Reclamation and Enforcement (the “OSMRE”) or, where state regulatory agencies have adopted federally approved state programs under SMCRA, the appropriate state regulatory authority.
Permits for all mining operations must be obtained from the United States Office of Surface Mining Reclamation and Enforcement (the “OSMRE”) or, where state regulatory agencies have adopted federally approved state programs under SMCRA.
The $1 trillion legislative infrastructure package passed by Congress in November 2021 includes a number of climate-focused spending initiatives targeted at climate resilience, enhanced response and preparation for extreme 16 Table of Contents weather events, and clean energy and transportation investments. In August 2022, President Biden signed the Inflation Reduction Act of 2022 into law.
The $1 trillion legislative infrastructure package passed by Congress in November 2021 includes a number of climate-focused spending initiatives targeted at climate resilience, enhanced response and preparation for extreme weather events, and clean energy and transportation investments. In August 2022, President Biden signed the Inflation Reduction Act of 2022 into law.
There is also increasing interest in nature-related matters 19 Table of Contents beyond protected species, such as general biodiversity, which may similarly require us or our customers to incur costs or take measures which may adversely impact our business or operations. Use of Explosives. Our surface mining operations are subject to numerous regulations relating to blasting activities.
There is also increasing interest in nature-related matters beyond protected species, such as general biodiversity, which may similarly require us or our customers to incur costs or take measures which may adversely impact our business or operations. Use of Explosives. Our surface mining operations are subject to numerous regulations relating to blasting activities.
We also control mineral deposits near Sheridan, Wyoming as part of the Company’s initiatives regarding the potential recovery of rare earth elements as well as the potential commercialization of coal-to-carbon-based products and materials.
We also control mineral deposits near Sheridan, Wyoming as part of the Company’s initiatives regarding the potential recovery of rare earth elements and critical minerals as well as the potential commercialization of coal-to-carbon-based products and materials.
Furthermore, many state and local leaders have intensified or stated their intent to intensify efforts to support international climate commitments and treaties. The extent of future regulation of GHG emissions may inhibit utilities from investing in the building of new coal-fired plants to replace older plants or investing in the upgrading of existing coal-fired plants.
Furthermore, many state and local leaders have intensified or stated their intent to intensify efforts to support international climate commitments and treaties. 17 Table of Contents The extent of future regulation of GHG emissions may inhibit utilities from investing in the building of new coal-fired plants to replace older plants or investing in the upgrading of existing coal-fired plants.
These initiatives provide additional growth opportunities and upside potential in future periods. 6 Table of Contents Our Projects Our properties are primarily located in southern West Virginia, southwestern Virginia, southwestern Pennsylvania, and northeastern Wyoming.
These initiatives provide additional growth opportunities in future periods. 6 Table of Contents Our Projects Our properties are primarily located in southern West Virginia, southwestern Virginia, southwestern Pennsylvania, and northeastern Wyoming.
In November 2021, the 26th Conference of the Parties to the United Nations Framework on Climate Change concluded with the finalization of the Glasgow Climate Pact, which aims to cut global methane pollution at least 30% by 2030 relative to 2020 levels, including “all feasible reductions” in the energy sector.
In November 2021, the 26th Conference of the Parties to the United Nations Framework on Climate Change concluded with the finalization of the Glasgow Climate Pact, which aims to cut global methane pollution at least 30% by 16 Table of Contents 2030 relative to 2020 levels, including “all feasible reductions” in the energy sector.
If new laws or regulations were introduced to reduce coalbed methane emissions, those rules could adversely affect our costs of operations by requiring installation of air pollution controls, higher taxes, or costs incurred to purchase credits that permit us to continue operations. 17 Table of Contents Clean Water Act.
If new laws or regulations were introduced to reduce coalbed methane emissions, those rules could adversely affect our costs of operations by requiring installation of air pollution controls, higher taxes, or costs incurred to purchase credits that permit us to continue operations. Clean Water Act.
A coalition of states and cities, environmental groups and agricultural groups challenged the NWPR, which was vacated by the U.S. District Court for the District of Arizona in August 2021. In December 2022, the EPA and Corps announced the final “Revised Definition of ‘Waters of the United States’” rule.
A coalition of 18 Table of Contents states and cities, environmental groups and agricultural groups challenged the NWPR, which was vacated by the U.S. District Court for the District of Arizona in August 2021. In December 2022, the EPA and Corps announced the final “Revised Definition of ‘Waters of the United States’” rule.
Affected power plants have sought to reduce sulfur dioxide emissions by switching to lower sulfur fuels, installing pollution control devices, reducing electricity generating levels or purchasing or trading sulfur dioxide emission allowances. These reductions could impact our customers in the electric generation industry. These requirements are not supplanted by the CSAPR. ● NAAQS for Criterion Pollutants.
Affected power plants have sought to reduce sulfur dioxide emissions by switching to lower sulfur fuels, installing pollution control devices, reducing electricity generating levels or purchasing or trading sulfur dioxide emission allowances. These reductions could impact our customers in the electric generation industry. These requirements are not supplanted by the CSAPR. 15 Table of Contents · NAAQS for Criterion Pollutants.
The property also has issued permits covering an existing haul road as well as an active refuse disposal area together with a preparation plant and unit train loadout, neither of which had been constructed as of the closing date.
The 9 Table of Contents property also has issued permits covering an existing haul road as well as an active refuse disposal area together with a preparation plant and unit train loadout, neither of which had been constructed as of the closing date.
We are a pure play metallurgical coal company with 59 million reserve tons and 1,119 million measured and indicated resource tons of high-quality metallurgical coal. We believe our advantaged reserve geology provides us with higher productivity and industry-leading lower cash costs. Our development portfolio primarily includes the following properties: Elk Creek, Berwind, Knox Creek, and Maben.
We are a pure play metallurgical coal company with 66 million reserve tons and 1,352 million measured and indicated resource tons of high-quality metallurgical coal. We believe our advantaged reserve geology provides us with higher productivity and industry-leading lower cash costs. Our development portfolio primarily includes the following properties: Elk Creek, Berwind, Knox Creek, and Maben.
The finalization of this proposal, the current requirements of the CCR rules, as well as any future changes in the management of CCR, could increase our customers’ operating costs and potentially reduce their ability or need to purchase coal.
The current requirements of the CCR rules, as well as any future changes in the management of CCR, could increase our customers’ operating costs and potentially reduce their ability or need to purchase coal.
Establishing safety as a core belief is paramount to our safety performance. As a result, we look for opportunities to celebrate accomplishments and to build pride in our operational safety and performance. Available Information Our investor relations website is ir.ramacoresources.com and we encourage investors to use it as a way of easily finding information about us.
As a result, we look for opportunities to celebrate accomplishments and to build pride in our operational safety and performance. Available Information Our investor relations website is ir.ramacoresources.com and we encourage investors to use it as a way of easily finding information about us.
We have 59 million reserve tons and 1,119 million measured and indicated resource tons of high-quality metallurgical coal with attractive quality characteristics across high-volatility and low-volatility segments. This geologically advantaged resource and reserve base allows for flexible capital spending in challenging market conditions.
We have 66 million reserve tons and 1,352 million measured and indicated resource tons of high-quality metallurgical coal with attractive quality characteristics across high-volatility and low-volatility segments. This geologically advantaged resource and reserve base allows for flexible capital spending in challenging market conditions.
The CAA requires the EPA to set standards, referred to as National Ambient Air Quality Standards (“NAAQS”), for six common air pollutants: carbon monoxide, nitrogen dioxide, lead, ozone, particulate matter (“PM”) and sulfur dioxide. Areas that are not in compliance (referred to as “non-attainment areas”) with these standards must take steps to reduce emissions levels.
The CAA requires the EPA to set standards, referred to as the NAAQS, for six common air pollutants: carbon monoxide, nitrogen dioxide, lead, ozone, particulate matter (“PM”) and sulfur dioxide. Areas that are not in compliance (referred to as “non-attainment areas”) with these standards must take steps to reduce emissions levels.
To the extent a new rule or further litigation expands the scope of the CWA’s jurisdiction, the CWA permits we need may not be issued, may not be issued in a timely fashion, or may be issued with new requirements which restrict our ability to conduct mining operations or to do so profitably. Resource Conservation and Recovery Act.
To the extent a new rule or further litigation expands the scope of the CWA’s jurisdiction, the CWA permits we need may not be issued, may not be issued in a timely fashion, or may be issued with new requirements which restrict our ability to conduct mining operations or to do so profitably.
Our Brook Mine property consists of approximately 16,000 acres of controlled mineral rights and a research and development facility that were acquired as part of the purchase of Ramaco Coal in 2022. The mine is currently undergoing mineral analysis and core drilling assessment to assess the potential concentrations of rare earth elements.
Our Brook Mine property consists of approximately 16,000 acres of controlled mineral rights and a research and development facility that were acquired as part of the purchase of Ramaco Coal in 2022. The mine is currently undergoing testing and analysis to assess the potential concentrations of rare earth elements and critical minerals.
Maintaining a Conservative Capital Structure and Prudently Managing the Business for the Long Term. We are committed to maintaining a conservative capital structure with a reasonable amount of debt that will afford us the financial flexibility to execute our business strategies on an ongoing basis. Enhancing Coal Purchase Opportunities. Depending on market conditions, we purchase coal from other independent producers.
We are committed to maintaining a conservative capital structure with a reasonable amount of debt that will afford us the financial flexibility to execute our business strategies on an ongoing basis. Enhancing Coal Purchase Opportunities. Depending on market conditions, we purchase coal from other independent producers.
Because 15 Table of Contents coal mining operations emit particulate matter and sulfur dioxide, our mining operations could be affected when the new standards are implemented by the states. ​ ● Mercury and Hazardous Air Pollutants .
Because coal mining operations emit particulate matter and sulfur dioxide, our mining operations could be affected when the new standards are implemented by the states. ​ · Mercury and Hazardous Air Pollutants .
Our principal corporate offices are located in Lexington, Kentucky. As used herein, “Ramaco Resources,” “Ramaco,” “the Company,” “we,” “us,” or “our,” and similar terms include Ramaco Resources, Inc. and its subsidiaries, unless the context indicates otherwise. General We are an operator and developer of high-quality, low-cost metallurgical coal in southern West Virginia and southwestern Virginia.
As used herein, “Ramaco Resources,” “Ramaco,” “the Company,” “we,” “us,” or “our,” and similar terms include Ramaco Resources, Inc. and its subsidiaries, unless the context indicates otherwise. General We are an operator and developer of high-quality, low-cost metallurgical coal in southern West Virginia and southwestern Virginia.
For example, the process of obtaining CWA permits can be particularly time-consuming and subject to delays and denials. The Environmental Protection Agency (the “EPA”) also has the authority to veto permits issued by the U.S.
For example, the process of obtaining CWA permits can be particularly time-consuming and subject to delays and denials and generally involves multiple levels of agency review. The Environmental Protection Agency (the “EPA”) also has the authority to veto permits issued by the U.S.
Several species indigenous to the areas in which we operate are protected under the ESA. Other species in the vicinity of our operations may have their listing status reviewed in the future and could also become protected under the ESA. In addition, the USFWS has identified bald eagle habitats in some of the counties where we operate.
Other species in the vicinity of our operations may have their listing status reviewed in the future and could also become protected under the ESA. In addition, the USFWS has identified bald eagle habitats in some of the counties where we operate.
We plan to complete development of our existing properties and increase 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. We may also acquire additional reserves or infrastructure that contribute to our focus on advantaged geology and lower costs. Being a Low-Cost U.S.
We plan to complete development of our existing properties and increase annual production over the next few years to as much as seven million clean tons of metallurgical coal, subject to market conditions, permitting, and additional capital deployment. We may also acquire additional reserves or infrastructure that contribute to our focus on advantaged geology and lower costs.
The names of the seams in which we have coal reserves, and attributes thereof, are widely recognized in the metallurgical coal market. However, trademarks related to our advanced carbon products business could become material depending on future developments.
The names of the seams in which we have coal reserves, and attributes thereof, are widely recognized in the metallurgical coal market. However, trademarks related to our advanced carbon products business could become material depending on future developments, of which there are four registered trademarks and seven pending trademark applications.
We estimate that the Elk Creek Complex contains reserves capable of yielding approximately 28 million 7 Table of Contents tons of clean saleable metallurgical coal as well as measured and indicated metallurgical coal resource tons of 215 million. We estimate that the mine life for the Elk Creek Complex is over 20 years.
We estimate that the Elk Creek Complex contains reserves capable of yielding approximately 29 million 7 Table of Contents tons of clean saleable metallurgical coal as well as measured and indicated metallurgical coal resource tons of 211 million. We estimate that the mine life for the Elk Creek Complex is 15 years.
Compliance with these rules will be phased in over time based on our filing status as well as the content of the disclosure and assurance requirements. Although the Company is in the process of evaluating the new rules, compliance may result in increased legal, accounting, and other compliance-related costs, as well as place strain on our personnel, systems, and resources.
Compliance with these rules will be phased in over time based on our filing status as well as the content of the disclosure and assurance requirements. Reporting under the rule may result in increased legal, accounting, and other compliance-related costs, as well as place strain on our personnel, systems, and resources.
Brook Mine The property is located in northeastern Wyoming, near Sheridan, and consists of approximately 16,000 acres of controlled mineral rights and a research and development facility that were acquired as part of the purchase of Ramaco Coal during 2022. The property includes a thermal coal deposit and permit as well as occurrences of rare earth elements.
Brook Mine The property is located in northeastern Wyoming, near Sheridan, and consists of approximately 16,000 acres of controlled mineral rights and a research and development facility that were acquired as part of the purchase of Ramaco Coal during 2022.
If, in the future, we are unable to secure surety bonds for these obligations and are forced to secure letters of credit indefinitely or obtain some other form of financial assurance at too high of a cost, our profitability may be negatively affected.
If, in the future, we are unable to secure surety bonds for these obligations and are forced to secure letters of credit indefinitely or obtain some other form of financial assurance at too high of a cost, our profitability may be negatively affected. 13 Table of Contents We intend to maintain a credit profile that precludes the need to post collateral for our surety bonds.
Item 1. Business Ramaco Resources, Inc. is a Delaware corporation formed in October 2016. Our Class A and Class B common stock are listed on the NASDAQ Global Select Market under the symbols “METC” and “METCB,” respectively. Our 9.00% Senior Notes due 2026 (the “Senior Notes”) are listed on the NASDAQ Global Select Market under the symbol “METCL”.
Item 1. Business Ramaco Resources, Inc. is a Delaware corporation formed in October 2016. Our Class A and Class B common stock are listed on the NASDAQ Global Select Market under the symbols “METC” and “METCB,” respectively.
Carbon is the primary element that remains when the volatiles are released. Our Strategy Our business strategy is to increase stockholder value through sustained earnings growth, cash flow generation and dividends by: Developing and Operating Our Metallurgical Coal Properties.
Volatiles are products, other than water, that are released as gas or vapor when coal is converted to coke. Carbon is the primary element that remains when the volatiles are released. Our Strategy Our business strategy is to increase stockholder value through sustained earnings growth, cash flow generation and dividends by: Developing and Operating Our Metallurgical Coal Properties.
We also market our coal to European, South American, Asian and African customers, and occasionally to coal traders and brokers for use in filling orders for their blended products. Additionally, we seek to market a portion of our coal in the specialty coal markets that value low ash content.
Our market for Elk Creek production is North American coke and steel producers as well as European, South American, Asian and African customers, and occasionally to coal traders and brokers for use in filling orders for their blended products. Additionally, we seek to market a portion of our coal in the specialty coal markets that value low ash content.
We currently market most of the coal produced from the Elk Creek Complex as a blended high-volatile A/B product. When segregated, a portion of our coal can be sold as a high-volatile A product for a premium. Our market for Elk Creek production is principally North American coke and steel producers.
We currently market most of the coal produced from the Elk Creek Complex as a blended high-volatile A/B product. When segregated, a portion of our coal can be sold as a high-volatile A product for a premium.
Following years of delays, the Pennsylvania Department of Environmental Protection issued a denial of the RAM Mine permit. While the Company believes that the RAM permit was denied incorrectly and capriciously, we will not appeal the denial of the permit and will instead focus on our other core properties and monetize these assets at the appropriate time.
While the Company believes that the RAM permit was denied incorrectly and capriciously, we will not appeal the denial of the permit and will instead focus on our other core properties and monetize these assets at the appropriate time.
The Maben Coal acquisition in 2022 provides the Company with 28,000 leased acres of controlled mineral rights, which includes coal deposits that may be mined currently by surface and high wall mining methods as well as developed in the future through deep mining. Our RAM Mine property is located in southwestern Pennsylvania.
The Maben Coal acquisition in 2022 provides the Company with 28,000 leased acres of controlled mineral rights, which includes coal deposits that may be mined currently by surface and high wall mining methods as well as developed in the future through deep mining. The Maben Complex currently produces low-volatile metallurgical coal.
We conduct regular safety meetings with the frequent involvement of senior management to reinforce the “tone at the top.” ● Drug and Alcohol Testing . We require pre-employment drug screening as well as regular random drug testing that exceeds regulatory requirements. ● Continuous Improvement Programs . We track key safety performance metrics, including accident rates, violation types and frequencies.
We conduct regular safety meetings with the frequent involvement of senior management to reinforce the “tone at the top.” ● Drug and Alcohol Testing . We require pre-employment drug screening as well as regular random drug testing that exceeds regulatory requirements. 21 Table of Contents ● Continuous Improvement Programs .
The key to excellent safety is employee involvement and engagement. We foster direct employee involvement in a number of ways including audit participation, accident investigations, as training resources and through solicitation of ideas in small group meetings and through anonymous workplace observation suggestion boxes. 21 Table of Contents ● Positive Reinforcement .
We foster direct employee involvement in a number of ways including audit participation, accident investigations, as training resources and through solicitation of ideas in small group meetings and through anonymous workplace observation suggestion boxes. ● Positive Reinforcement . Establishing safety as a core belief is paramount to our safety performance.
Producer of Metallurgical Coal. Our reserve base presents advantaged geologic characteristics such as relatively thick coal seams at the deep mines, a low effective mining ratio at the surface mines, and desirable metallurgical coal quality. These characteristics contribute to a production profile that has a cash cost of production that is significantly below most U.S. metallurgical coal producers.
Being a Low-Cost U.S. Producer of Metallurgical Coal. Our reserve base presents advantaged geologic characteristics such as relatively thick coal seams at the deep mines, a low effective mining ratio at the surface mines, and desirable metallurgical coal quality.
Expenditures relating to environmental compliance are a major cost consideration for our operations and safety and 11 Table of Contents compliance is a significant factor in mine design, both to meet regulatory requirements and to minimize long-term environmental liabilities.
Expenditures relating to environmental compliance are a major cost consideration for our operations and safety and compliance is a significant factor in mine design, both to meet regulatory requirements and to minimize long-term environmental liabilities. 11 Table of Contents The following is a summary of the various federal and state environmental and similar laws and regulations that have a material impact on our business.
We promptly make available on this website, free of charge, the reports that we file or furnish with the Securities and Exchange Commission (“SEC”), corporate governance information (including our Code of Conduct and Ethics) and press releases. Our filings with the SEC are also available to the public from commercial document retrieval services and at the SEC’s website at www.sec.gov.
We promptly make available on this website, free of charge, the reports that we file or furnish with the Securities and Exchange Commission (“SEC”), corporate governance information (including our Code of Conduct and Ethics) and press releases.
During 2023, sales to three customers accounted for approximately 41% of total revenue. No other customer accounted for 10% or more of our total revenue during 2023. If a major customer decided to stop purchasing coal or significantly reduced its purchases from us, revenue could decline and our operating results and financial condition could be adversely affected.
If a major customer decided to stop purchasing coal or significantly 10 Table of Contents reduced its purchases from us, revenue could decline and our operating results and financial condition could be adversely affected.
In February 2021, the EPA issued a memorandum stating the agency’s position that neither the Clean Power Plan nor the ACE Rule are in effect, and future regulation of carbon dioxide emissions from existing power generation facilities remains uncertain.
In February 2021, the EPA issued a memorandum stating the agency’s position that neither the Clean Power Plan nor the ACE Rule are in effect, and future regulation of carbon dioxide emissions from existing power generation facilities remains uncertain In May 2024, EPA finalized new source performance standards (“NSPS”) regulating GHG emissions for new gas-fired power plants and existing coal-fired power plants (89 Fed.
We may also acquire additional reserves or infrastructure that contribute to our focus on advantaged geology and lower costs. Metallurgical Coal Industry Metallurgical coal, also known as “met coal “ or “coking coal,” is a key component of the blast furnace steelmaking process and, therefore, demand for such coal is highly correlated with conditions in the steel industry.
Metallurgical Coal Industry Metallurgical coal, also known as “met coal “ or “coking coal,” is a key component of the blast furnace steelmaking process and, therefore, demand for such coal is highly correlated with conditions in the steel industry.
We believe that business excellence is achieved through the pursuit of safer and more productive work practices. Advancing our Initiatives in Rare Earth Elements and Advanced Carbon Products . We are also focused on critical mineral rare earth development as well as the potential commercialization of coal-to-carbon-based products and materials.
We believe that business excellence is achieved through the pursuit of safer and more productive work practices. Advancing our Initiatives in Rare Earth Elements, Critical Minerals, and Advanced Carbon Products .
Work is ongoing to evaluate the potential exploitation of these minerals within the current Brook Mine permit area. Customers and Contracts Coal prices differ substantially by region and are impacted by many factors including the overall economy, demand for steel, demand for electricity, location, market, quality and type of coal, mine operation costs and the cost of customer alternatives.
Customers and Contracts Coal prices differ substantially by region and are impacted by many factors including the overall economy, demand for steel, demand for electricity, location, market, quality and type of coal, mine operation costs and the cost of customer alternatives. The major factors influencing our business are the global economy and demand for steel.
Our contracts with customers typically require us to deliver coal with minimum specifications or qualities. Variances from these specifications or qualities are settled by employing price adjustments. Generally, the Company’s domestic sales contracts have terms of about one year and the pricing is typically fixed.
Coal quality and volumes are stipulated in coal sales agreements, and, in many cases, the annual pricing and volumes are fixed. Our contracts with customers typically require us to deliver coal with minimum specifications or qualities. Variances from these specifications or qualities are settled by employing price adjustments.
Army Corps. of Engineers (the “Corps”) under the CWA’s Section 404 program that prohibits the discharge of dredged or fill material into regulated waters without a permit. Even after we obtain the permits that we need to operate, many of the permits must be periodically renewed, or may require modification.
Army Corps. of Engineers (the “Corps”) under the CWA’s Section 404 program that prohibits the discharge of dredged or fill material into regulated waters without a permit.
Both internal and external resources are utilized to conduct these audits. ● Employee Performance Improvement . A key element of our safety program is the recognition that safe work practices are a requirement of employment. We identify employee performance which is below expectations and develop specific action plans for improvement. ● Employee Involvement .
We conduct periodic safety audits that include workplace examinations, including observation of workers at work, as well as safety program reviews. Both internal and external resources are utilized to conduct these audits. ● Employee Performance Improvement . A key element of our safety program is the recognition that safe work practices are a requirement of employment.
For example, the EPA regulates coal ash as a solid waste under Subtitle D of the RCRA through its coal combustion residuals (“CCR”) rule.
The RCRA may affect coal mining operations by establishing requirements for the proper management, handling, transportation and disposal of solid and hazardous wastes. For example, the EPA regulates coal ash as a solid waste under Subtitle D of the RCRA through its coal combustion residuals (“CCR”) rule.
In September 2022, the EPA proposed to designate two per- and polyfluoroalkyl substances (“PFAS”), including their salts and structural isomers, as hazardous substances under CERCLA. This proposed rule, if finalized, may result in increased costs to cleanup properties at which the listed PFAS were released.
In September 2022, the EPA proposed to designate two per- and polyfluoroalkyl substances (“PFAS”), including their salts and structural isomers, as hazardous substances under CERCLA.
Contracted export volumes have terms that vary in duration from spot cargoes to one year, rarely exceeding one year. In some cases, indices are used to calculate pricing at the point that the coal changes hands. In other cases, an average value of indices over time may be utilized.
Export metallurgical coal pricing is determined utilizing a series of indices from a number of independent sources and is adjusted for coal quality. Contracted export volumes have terms that vary in duration from spot cargoes to one year, rarely exceeding one year. In some cases, indices are used to calculate pricing at the point that the coal changes hands.
The Company expects that coal contained in the Sewell seam will be mined by surface and high-wall mining methods. Initial production began in 2023, reaching an annualized production rate of approximately 250,000 tons of low-volatile coal. The Company will consider deep mine development of coal contained in Beckley, Pocahontas 3, 4, and 6 seams at a future point.
Initial production of low-volatile began in 2023, and the Company will consider deep mine development of coal contained in Beckley, Pocahontas 3, 4, and 6 seams at a future point.
Metallurgical coal is transported to domestic customers by truck, rail, barge and vessel. Metallurgical coal contracts in North America are typically 12-month, calendar year contracts where both prices and volumes are fixed. These contracts are normally negotiated and entered into during the third and fourth quarters of the preceding calendar year.
Imported metallurgical coal has historically been uneconomic due to transportation costs and availability of domestic supply. Metallurgical coal is transported to domestic customers by truck, rail, barge and vessel. Metallurgical coal contracts in North America are typically 12-month, calendar year contracts where both prices and volumes are fixed.
While the term “benchmark” is still utilized, it too is determined based on index values, typically for the preceding three months. Metallurgical coals are generally classified as high, medium or low-volatile (“vol”). Volatiles are products, other than water, that are released as gas or vapor when coal is converted to coke.
In other cases, an average value of indices over time may be utilized. While the term “benchmark” is still utilized, it too is determined based on index values, typically for the preceding three months. Metallurgical coals are generally classified as high, medium or low-volatile (“vol”).
In May 2023, the EPA proposed revised new source performance standards for GHG emissions from new and reconstructed power plants that undertake a large modification. The finalization of this rule and any future rules or future GHG emission standards may encourage a shift away from coal-fired power generation, adversely impacting the market for our product.
Under the Trump Administration, the future of the NSPS GHG rule is uncertain; however, the finalization of this rule and any future rules or future GHG emission standards may encourage a shift away from coal-fired power generation, adversely impacting the market for our product.
Human Capital Resources We believe our employees are a competitive advantage. We seek to foster a culture that supports diversity, equity and inclusion, and strive to provide a safe, healthy and rewarding work environment with opportunities for growth.
Human Capital Resources We believe our employees are a competitive advantage. We seek to foster a culture that strives to provide a safe, healthy and rewarding work environment with opportunities for growth. We had 984 employees as of December 31, 2024, including our named executive officers, and nearly all of our employees are full-time employees.
In 2020, we suspended development at the Berwind Complex due to lower pricing and demand largely caused by the economic effects of COVID-19. In early 2021, as pricing and demand improved, Berwind development resumed, and we successfully reached the Pocahontas No. 4 seam 8 Table of Contents in late 2021.
Development of our Berwind Complex began in late 2017 in the thinner Pocahontas No. 3 seam and has since sloped up to current mining in the thicker Pocahontas No. 4 seam. In 2020, we suspended development at the Berwind Complex due to lower pricing and demand largely caused by the economic effects of COVID-19.
We intend to maintain a credit profile that precludes the need to post collateral for our surety bonds. Nonetheless, our surety has the right to demand additional collateral at its discretion. 13 Table of Contents Some international customers require new suppliers to post performance guarantees during the initial stages of qualifying to become a long-term supplier.
Nonetheless, our surety has the right to demand additional collateral at its discretion. Some international customers require new suppliers to post performance guarantees during the initial stages of qualifying to become a long-term supplier. To date we have not had to provide a performance guarantee, but it is possible that such a guarantee could be required in the future.
Competition Our principal domestic competitors include Alpha Metallurgical Resources, Inc., Blackhawk Mining, LLC, Coronado Global Resources Inc., Arch Resources, Inc., Peabody Energy Corporation and Warrior Met Coal, Inc. We also compete in international markets directly with domestic companies and with companies that produce coal from one or more foreign countries, such as Australia, Canada, and Colombia.
We also compete in international markets directly with domestic companies and with companies that produce coal from one or more foreign countries, such as Australia, Canada, and Colombia.
Our operations are located in West Virginia and Virginia, which have achieved primary jurisdiction for enforcement of SMCRA through approved state programs. The SMCRA imposes a complex set of requirements covering all facets of coal mining.
Our operations are located in West Virginia and Virginia, which have each individually achieved primacy to regulate and enforce surface mining and reclamation operations within the respective state to ensure compliance with SMCRA. The SMCRA imposes a complex set of requirements covering all facets of coal mining.
The regulations enacted under the Mine Act and MINER Act as well as under similar state acts are routinely expanded or made more stringent, raising compliance costs and increasing potential liability. Our compliance with current or future mine health and safety regulations could increase our mining costs.
The regulations enacted under the Mine Act and MINER Act as well as under similar state acts are routinely expanded or made more stringent, raising compliance costs and increasing potential liability. For example, in April 2024, the MSHA issued a new regulation (76 Fed.
As of December 31, 2023, our estimated aggregate annual production capacity is just under four million clean tons of coal. We plan to complete development of our existing properties and increase annual production over the next few years to approximately seven million clean tons of metallurgical coal annually, subject to market conditions, permitting, and additional capital deployment.
We plan to complete development of our existing properties and increase annual production over the next few years to possibly as much as seven million clean tons of metallurgical coal annually, subject to market conditions, permitting, and additional capital deployment. We may also acquire additional reserves or infrastructure that contribute to our focus on advantaged geology and lower costs.
We have specific targets in these areas, and we measure performance against these targets. Specific action plans are implemented for targeted improvement in areas where performance falls below our expectations. ● Training . Our training program includes comprehensive new employee orientation and training, annual refresher training and task training components.
We track key safety performance metrics, including accident rates, violation types and frequencies. We have specific targets in these areas, and we measure performance against these targets. Specific action plans are implemented for targeted improvement in areas where performance falls below our expectations. ● Training .
Knox Creek Mining Complex The Knox Creek Complex consists of approximately 64,050 acres of controlled mineral rights as well as a preparation plant, a coal-loading facility, and a refuse impoundment. Rail service is provided by Norfolk Southern. The Tiller Mine slope face-up and shafts were idled before our acquisition of the property.
Knox Creek Mining Complex The Knox Creek Complex consists of approximately 64,050 acres of controlled mineral rights as well as a preparation plant, a coal-loading facility, and a refuse impoundment. The Complex currently produces mid and high-volatile metallurgical coal and also processes coal purchased from other independent producers from time to time. Rail service is provided by Norfolk Southern.
U.S. metallurgical coal exports compete with Australian metallurgical coals that are generally produced at a lower cost but are geographically disadvantaged to the Atlantic Basin. Conversely, Australian production has a much shorter logistical route to Pacific Basin customers.
U.S. metallurgical coal exports are sold to buyers in the Atlantic Basin market (customers in Europe, Brazil and Africa) as well as buyers in the Pacific Basin (customers in India, South Korea, Japan and China). U.S. metallurgical coal exports compete with Australian metallurgical coals that are generally produced at a lower cost but are geographically disadvantaged to the Atlantic Basin.
The Berwind Complex experienced an ignition event during the third quarter of 2022 that resulted in idling mining operations for one of the active mines. Production restarted for the idle mine in the first quarter of 2023. We have the necessary permits for the Berwind Complex for our current and budgeted operations.
The Berwind Complex experienced an ignition event in 2022 that resulted in idling mining operations for one of the active mines. Production restarted for the idle mine in the first quarter of 2023. The Berwind Creek Complex currently produces low-volatile and mid-volatile metallurgical coal. The Company continues to increase production at the main Berwind low-volatile mine.
The metallurgical coal global market has grown steadily in recent years and is expected to continue to do so over the next few years. United States metallurgical coal mines are primarily located in the Appalachian area of the eastern U.S. Imported metallurgical coal has historically been uneconomic due to transportation costs and availability of domestic supply.
The global metallurgical coal market has grown steadily in recent years and will likely continue to grow over the next few years driven by the industrialization of emerging economies and expansion of urbanization globally. United States metallurgical coal mines are primarily located in the Appalachian area of the eastern U.S.
In addition, the RCRA requires certain of our facilities to evaluate and respond to any past release, or threatened release, of a hazardous substance that may pose a risk to human health or the environment. The RCRA may affect coal mining operations by establishing requirements for the proper management, handling, transportation and disposal of solid and hazardous wastes.
Besides affecting current waste disposal practices, the RCRA also addresses the environmental effects of certain past hazardous waste treatment, storage and disposal practices. In addition, the RCRA requires certain of our facilities to evaluate and respond to any past release, or threatened release, of a hazardous substance that may pose a risk to human health or the environment.
Our operations include six active mines at our Elk Creek mining complex (the “Elk Creek Complex”), three active mines at our Berwind mining complex (the “Berwind Complex”), two active mines at our Knox Creek mining complex (the “Knox Creek Complex”), and one active mine at our Maben mining complex (the “Maben Complex”). 4 Table of Contents Development of the Elk Creek Complex commenced in 2016 and included the construction of a preparation plant and rail load-out facilities.
Our operations include seven active mines at our Elk Creek mining complex (the “Elk Creek Complex”), two active mines at our Berwind mining complex (the “Berwind Complex”), one active mine at our Knox Creek mining complex (the “Knox Creek Complex”), and one active mine at our Maben mining complex (the “Maben Complex”).
While the Company believes that the RAM permit was denied incorrectly and capriciously, we will not appeal the denial of the permit and will instead focus on our other core properties and monetize these assets at the appropriate time. 9 Table of Contents Maben Complex The Maben property is located in southern West Virginia and consists of approximately 28,000 acres of controlled mineral rights acquired from the purchase of Maben Coal in the third quarter of 2022.
While the Company believes that the RAM permit was denied incorrectly and capriciously, we will not appeal the denial of the permit and will instead focus on our other core properties and monetize these assets at the appropriate time.
Global Climate Change. Climate change continues to attract considerable public and scientific attention. There is widespread concern about the contributions of human activity to such changes, especially through the emission of GHGs.
Like CSAPR, MATS and other similar future regulations could accelerate the retirement of a significant number of coal-fired power plants. Such retirements would likely adversely impact our business. Global Climate Change. Climate change continues to attract considerable public and scientific attention. There is widespread concern about the contributions of human activity to such changes, especially through the emission of GHGs.
U.S. metallurgical coal is also exported to the seaborne market and sold to buyers in Europe, South America, Africa, and Asia.
These contracts are normally negotiated and entered into during the third and fourth quarters of the preceding calendar year. 5 Table of Contents U.S. metallurgical coal is also exported to the seaborne market and sold to buyers in Europe, South America, Africa, and Asia.
The Berwind property consists of approximately 62,500 acres of controlled mineral rights, including the Amonate acquisition. We estimate that the Berwind Complex contains reserves capable of yielding approximately 23 million tons of clean saleable metallurgical coal as well as measured and indicated metallurgical coal resource tons of 629 million.
We estimate that the Berwind Complex contains reserves capable of yielding approximately 19 million tons of clean saleable metallurgical coal as well as measured and indicated metallurgical coal resource tons of 634 million. We estimate that the mine life for the Berwind Complex is over 20 years.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeWe cannot guarantee that we will be able to pay dividends in the future or what the actual dividends will be for any future periods. ● The market value of the Class B common stock could be adversely affected by events involving the other assets and businesses of the Company. ● Our new tracking stock capital structure could create conflicts of interest, and our Board may make decisions that could adversely affect only the holders of one class of our common stock. ​ Risks Related to Our Business Our properties have not yet been fully developed into producing coal mines and, if we experience any development delays or cost increases or are unable to complete the construction of our facilities, our business, financial condition and results of operations could be adversely affected.
Biggest changeWe cannot guarantee that we will be able to pay dividends in the future or what the actual dividends will be for any future periods. · The market value of the Class B common stock could be adversely affected by events involving the other assets and businesses of the Company. · Our tracking stock capital structure could create conflicts of interest, and our Board may make decisions that could adversely affect only the holders of one class of our common stock. · The terms of the indentures governing our Senior Notes and the agreements and instruments governing our other indebtedness, including the Credit Agreement, and surety bonding obligations impose restrictions that may limit our operating and financial flexibility. · We may be able to incur substantially more debt, which could have important consequences to you. · Our future indebtedness could adversely affect our business, financial condition, results of operations, and ability to meet our payment obligations under the Senior Notes and our other debt. · The Senior Notes are unsecured and therefore are effectively subordinated to any secured indebtedness that we currently have or that we may incur in the future and rank pari passu with, which means equal to, all outstanding and future unsecured unsubordinated indebtedness issued by us and our general liabilities. · The Senior Notes are structurally subordinated to the indebtedness and other liabilities of our subsidiaries. · Our subsidiaries conduct the substantial majority of our operations and own our operating assets. · The indentures under which the Senior Notes have been issued contain limited protection for holders of the Senior Notes. · An increase in market interest rates could result in a decrease in the value of the Senior Notes. · If we default on our obligations to pay our other indebtedness, we may not be able to make payments on the Senior Notes. · A downgrade, suspension or withdrawal of the credit rating assigned by a rating agency to us or the Senior Notes, if any, could cause the liquidity or market value of the Senior Notes to decline significantly. · We have identified a material weakness in our internal control over financial reporting, which may adversely affect the value of our common stock. · The credit ratings for the Senior Notes could at any time be revised downward or withdrawn entirely at the discretion of the issuing rating agency. ​ 24 Table of Contents Risks Related to Our Business Certain of our properties have not yet been fully developed into producing coal mines and, if we experience any development delays or cost increases or are unable to complete the construction of our facilities, our business, financial condition and results of operations could be adversely affected.
Our Charter provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will, to the fullest extent permitted by applicable law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, employees or agents to us or our stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL, our Charter or our bylaws, or (iv) any action asserting a claim against us that is governed by the internal affairs doctrine, in each such case subject to such Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein.
Our Amended Charter provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will, to the fullest extent permitted by applicable law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, employees or agents to us or our stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL, our Amended Charter or our bylaws, or (iv) any action asserting a claim against us that is governed by the internal affairs doctrine, in each such case subject to such Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein.
We may incur other expenses or liabilities that could reduce or eliminate the cash available for distribution as dividends. ​ In addition, financing agreements may prohibit the payment of dividends if an event of default has occurred and is continuing or would occur as a result of the payment of such dividends. ​ In addition, Section 170 of the Delaware General Corporation Law (the “DGCL”) allows our board of directors to declare and pay dividends on the shares of our Class A common stock and Class B common stock either (i) out of our surplus, as defined in and computed in accordance with the DGCL or (ii) in case there shall be no such surplus, out of our net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year.
We may incur other expenses or liabilities that could reduce or eliminate the cash available for distribution as dividends. ​ In addition, financing agreements may prohibit the payment of dividends if an event of default has occurred and is continuing or would occur as a result of the payment of such dividends. ​ In addition, Section 170 of the Delaware General Corporation Law (the “DGCL”) allows our board of directors to declare and pay dividends on the shares of our Class A common stock and Class B common stock either (a) out of our surplus, as defined in and computed in accordance with the DGCL or (ii) in case there shall be no such surplus, out of our net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year.
If the obligations under our Senior Notes were to be accelerated, our financial resources may be insufficient to repay the Senior Notes and any other indebtedness becoming due in full. ​ In addition, if we breach the covenants in the indenture governing the Senior Notes and do not cure such breach within the applicable time periods specified therein, we would cause an event of default under the indenture governing the Senior Notes and a cross-default to certain of our other indebtedness and the lenders or holders thereunder could accelerate their obligations.
If the obligations under our Senior Notes were to be accelerated, our financial resources may be insufficient to repay the Senior Notes and any other indebtedness becoming due in full. ​ In addition, if we breach the covenants in any indenture governing the Senior Notes and do not cure such breach within the applicable time periods specified therein, we would cause an event of default under the indentures governing the Senior Notes and a cross-default to certain of our other indebtedness and the lenders or holders thereunder could accelerate their obligations.
The operating risks that may have a significant impact on our future coal operations include: ​ ● variations in thickness of seams of coal; ● adverse geologic conditions, including amounts of rock and other natural materials intruding into the coal seam, that could affect the stability of the roof and the side walls of the mine; ● environmental hazards; ● mining and processing equipment failures, structural failures and unexpected maintenance problems; ● fires or explosions, including as a result of methane, coal, coal dust or other explosive materials, or other accidents; ● unexpected mine accidents, including rock-falls and explosions caused by the ignition of metallurgical coal dust, natural gas or other explosive sources at our mine sites or fires caused by the spontaneous combustion of metallurgical coal or similar mining accidents; ● inclement or hazardous weather conditions and natural disasters or other force majeure events; ● seismic activities, ground failures, rock bursts or structural cave-ins or slides; ● delays in moving our mining equipment; ● railroad delays or derailments; ● security breaches or terroristic acts; and ● other hazards or occurrences that could also result in personal injury and loss of life, pollution and suspension of operations. ​ Any of these risks could adversely affect our ability to conduct operations or result in substantial loss to us as a result of claims for: ​ ● personal injury or loss of life; ● damage to and destruction of property, natural resources and equipment, including our coal properties and our coal production or transportation facilities; ● pollution, contamination and other environmental damage to our properties or the properties of others; ● potential legal liability and monetary losses; ● regulatory investigations, actions and penalties; ● suspension of our operations; and ● repair and remediation costs. ​ Although we maintain insurance for a number of risks and hazards, we may not be insured or fully insured, and we may not be able to recover under our insurance policies, against the losses or liabilities that could arise from a significant accident in our future coal operations.
The operating risks that may have a significant impact on our future coal operations include: 30 Table of Contents ​ · variations in thickness of seams of coal; · adverse geologic conditions, including amounts of rock and other natural materials intruding into the coal seam, that could affect the stability of the roof and the side walls of the mine; · environmental hazards; · mining and processing equipment failures, structural failures and unexpected maintenance problems; · fires or explosions, including as a result of methane, coal, coal dust or other explosive materials, or other accidents; · unexpected mine accidents, including rock-falls and explosions caused by the ignition of metallurgical coal dust, natural gas or other explosive sources at our mine sites or fires caused by the spontaneous combustion of metallurgical coal or similar mining accidents; · inclement or hazardous weather conditions and natural disasters or other force majeure events; · seismic activities, ground failures, rock bursts or structural cave-ins or slides; · delays in moving our mining equipment; · railroad delays or derailments; · security breaches or terroristic acts; and · other hazards or occurrences that could also result in personal injury and loss of life, pollution and suspension of operations. ​ Any of these risks could adversely affect our ability to conduct operations or result in substantial loss to us as a result of claims for: ​ · personal injury or loss of life; · damage to and destruction of property, natural resources and equipment, including our coal properties and our coal production or transportation facilities; · pollution, contamination and other environmental damage to our properties or the properties of others; · potential legal liability and monetary losses; · regulatory investigations, actions and penalties; · suspension of our operations; and · repair and remediation costs. ​ Although we maintain insurance for a number of risks and hazards, we may not be insured or fully insured, and we may not be able to recover under our insurance policies, against the losses or liabilities that could arise from a significant accident in our future coal operations.
A number of coal-fired power plants, particularly smaller and older plants, already have retired or announced that they will retire rather than retrofit to meet the obligations of these rules. ​ In addition, considerable uncertainty is associated with new air emissions initiatives that may require significant emissions control expenditures for many coal-fired power plants.
A number of coal-fired power plants, particularly smaller and older plants, have already been retired or announced that they will retire rather than retrofit to meet the obligations of these rules. ​ In addition, considerable uncertainty is associated with new air emissions initiatives that may require significant emissions control expenditures for many coal-fired power plants.
This exclusive forum provision does not apply to a cause of action brought under federal or state securities laws. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock will be deemed to have notice of, and consented to, the provisions of our Charter described in the preceding sentence.
This exclusive forum provision does not apply to a cause of action brought under federal or state securities laws. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock will be deemed to have notice of, and consented to, the provisions of our Amended Charter described in the preceding sentence.
These conflicts may not be resolved in our favor. ​ Our Charter and bylaws, as well as Delaware law, contain provisions that could discourage acquisition bids or merger proposals, which may adversely affect the market price of our Class A common stock and Class B common stock.
These conflicts may not be resolved in our favor. ​ Our Amended Charter and bylaws, as well as Delaware law, contain provisions that could discourage acquisition bids or merger proposals, which may adversely affect the market price of our Class A common stock and Class B common stock.
Our future level of debt could have important consequences to us, including the following: ​ ● our ability to obtain additional financing, if necessary, for working capital, capital expenditures or other purposes may be impaired, or such financing may not be available on favorable terms; ● our funds available for operations and future business opportunities will be reduced by that portion of our cash flow required to make interest payments on our debt; ● our ability to pay dividends if an event of default occurs and is continuing or would occur as a result of paying such dividend; ● we may be more vulnerable to competitive pressures or a downturn in our business or the economy generally; and ● our flexibility in responding to changing business and economic conditions may be limited. ​ Our ability to service our debt will depend upon, among other things, our future financial and operating performance, which will be affected by prevailing economic conditions and financial, business, regulatory and other factors, some of which are beyond our control.
Our future level of debt could have important consequences to us, including the following: ​ 60 Table of Contents · our ability to obtain additional financing, if necessary, for working capital, capital expenditures or other purposes may be impaired, or such financing may not be available on favorable terms; · our funds available for operations and future business opportunities will be reduced by that portion of our cash flow required to make interest payments on our debt; · our ability to pay dividends if an event of default occurs and is continuing or would occur as a result of paying such dividend; · we may be more vulnerable to competitive pressures or a downturn in our business or the economy generally; and · our flexibility in responding to changing business and economic conditions may be limited. ​ Our ability to service our debt will depend upon, among other things, our future financial and operating performance, which will be affected by prevailing economic conditions and financial, business, regulatory and other factors, some of which are beyond our control.
If any such default occurs, subject to applicable grace periods, the holders of our Senior Note may elect to declare all outstanding Senior Notes, together with accrued interest and other amounts payable thereunder, to be immediately due and payable.
If any such default occurs, subject to applicable grace periods, the holders of our Senior Notes may elect to declare all outstanding Senior Notes, together with accrued interest and other amounts payable thereunder, to be immediately due and payable.
In addition, some provisions of our Charter and bylaws could make it more difficult for a third-party to acquire control of us, even if the change of control would be beneficial to our stockholders, including: ​ ​ 47 Table of Contents ● limitations on the removal of directors; ● limitations on the ability of our stockholders to call special meetings; ● establishing advance notice provisions for stockholder proposals and nominations for elections to the board of directors to be acted upon at meetings of stockholders; ● providing that the board of directors is expressly authorized to adopt, or to alter or repeal our bylaws; and ● establishing advance notice and certain information requirements for nominations for election to our board of directors or for proposing matters that can be acted upon by stockholders at stockholder meetings. ​ Our Charter designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or agents.
In addition, some provisions of our Amended Charter and bylaws could make it more difficult for a third-party to acquire control of us, even if the change of control would be beneficial to our stockholders, including: ​ ​ · limitations on the removal of directors; · limitations on the ability of our stockholders to call special meetings; · establishing advance notice provisions for stockholder proposals and nominations for elections to the board of directors to be acted upon at meetings of stockholders; · providing that the board of directors is expressly authorized to adopt, or to alter or repeal our bylaws; and · establishing advance notice and certain information requirements for nominations for election to our board of directors or for proposing matters that can be acted upon by stockholders at stockholder meetings. ​ Our Amended Charter designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our 48 Table of Contents stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or agents.
The amount of cash we generate from operations and the actual amount of cash we will have available for dividends will vary based upon, among other things: ​ ● risks related to the impact of the COVID-19 global pandemic, such as the scope and duration of the outbreak, the health and safety of our employees, government actions and restrictive measures 45 Table of Contents implemented in response, delays and cancellations of customer sales, supply chain disruptions and other impacts to the business, or our ability to execute our business continuity plans; ● the development of our properties into producing coal mines; ● the ability to begin generating significant revenues and operating cash flows; ● the market price for coal; ● overall domestic and global economic conditions, including the supply of and demand for domestic and foreign coal, coke and steel; ● unexpected operational events or geological conditions; ● cost overruns; ● our ability to enter into agreements governing the sale of coal, which are generally short-term in nature and subject to fluctuations in market pricing; ● the level of our operating costs; ● prevailing global and regional economic and political conditions; ● changes in interest rates; ● the impact of domestic and foreign governmental laws and regulations, including environmental and climate change regulations and regulations affecting the coal mining industry; ● delays in the receipt of, failure to receive, failure to maintain or revocation of necessary governmental permits; ● modification or revocation of our dividend policy by our board of directors; and ● the amount of any cash reserves established by our board of directors. ​ The amount of cash we generate from our operations may differ materially from our net income or loss for the period, which will be affected by non-cash items.
The amount of cash we generate from operations and the actual amount of cash we will have available for dividends will vary based upon, among other things: ​ · risks related to the impact of pandemics such as the COVID-19 global pandemic, including with regard to the scope and duration of the outbreak, the health and safety of our employees, government actions and restrictive measures implemented in response, delays and cancellations of customer sales, supply chain disruptions and other impacts to the business, or our ability to execute our business continuity plans; · the development of our properties into producing coal mines; · the ability to begin generating significant revenues and operating cash flows; · the market price for coal; · overall domestic and global economic conditions, including the supply of and demand for domestic and foreign coal, coke and steel; · unexpected operational events or geological conditions; · cost overruns; · our ability to enter into agreements governing the sale of coal, which are generally short-term in nature and subject to fluctuations in market pricing; · the level of our operating costs; · prevailing global and regional economic and political conditions; · changes in interest rates; · the impact of domestic and foreign governmental laws and regulations, including environmental and climate change regulations and regulations affecting the coal mining industry; 46 Table of Contents · delays in the receipt of, failure to receive, failure to maintain or revocation of necessary governmental permits; · modification or revocation of our dividend policy by our board of directors; and · the amount of any cash reserves established by our board of directors. ​ The amount of cash we generate from our operations may differ materially from our net income or loss for the period, which will be affected by non-cash items.
These requirements include: ​ ● the provisions of Section 404 requiring that our independent registered public accounting firm provide an attestation report on the effectiveness of our internal control over financial reporting; ​ ● the requirement to provide detailed compensation discussion and analysis in proxy statements and reports filed under the Exchange Act; and ​ ● the “say on pay” provisions (requiring a non-binding stockholder vote to approve compensation of certain executive officers) and the “say on golden parachute” provisions (requiring a non-binding stockholder vote 46 Table of Contents to approve golden parachute arrangements for certain executive officers in connection with mergers and certain other business combinations) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act. ​ We have already incurred significant additional legal and financial compliance costs in connection with our loss of emerging growth company status.
These requirements include: ​ · the provisions of Section 404 requiring that our independent registered public accounting firm provide an attestation report on the effectiveness of our internal control over financial reporting; ​ · the requirement to provide detailed compensation discussion and analysis in proxy statements and reports filed under the Exchange Act; and ​ · the “say on pay” provisions (requiring a non-binding stockholder vote to approve compensation of certain executive officers) and the “say on golden parachute” provisions (requiring a non-binding stockholder vote to approve golden parachute arrangements for certain executive officers in connection with mergers and certain other business combinations) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act. ​ We have already incurred significant additional legal and financial compliance costs in connection with our loss of emerging growth company status.
Examples include: ​ ● decisions as to the terms of any business relationships between classes of common stock; ​ ● the terms of any reattributions of assets between classes of common stock; ​ ● decisions as to the allocation of consideration among the holders of Class B common stock and Class A common stock to be received in connection with a merger involving the Company; ​ ● decisions as to the allocation of corporate opportunities between the classes, especially where the opportunities might meet the strategic business objectives of both classes; ​ ● decisions as to operational and financial matters that could be considered detrimental to one class but beneficial to the other; ​ ● decisions as to the conversion of shares of Class B common stock into shares of Class A common stock; ​ ● decisions regarding the creation of, and, if created, the subsequent increase or decrease of any interest that one class of common stock may own in the other class of common stock; ​ ● decisions as to the internal or external financing attributable to businesses or assets attributed to any of our classes of common stock; ​ ● decisions as to the dispositions of assets of any of our classes of common stock; and ​ ● decisions as to the payment of dividends on any of our classes of common stock. ​ Our directors’ or officers’ equity ownership may create or appear to create conflicts of interest.
Examples include: ​ 51 Table of Contents · decisions as to the terms of any business relationships between classes of common stock; ​ · the terms of any reattributions of assets between classes of common stock; ​ · decisions as to the allocation of consideration among the holders of Class B common stock and Class A common stock to be received in connection with a merger involving the Company; ​ · decisions as to the allocation of corporate opportunities between the classes, especially where the opportunities might meet the strategic business objectives of both classes; ​ · decisions as to operational and financial matters that could be considered detrimental to one class but beneficial to the other; ​ · decisions as to the conversion of shares of Class B common stock into shares of Class A common stock; ​ · decisions regarding the creation of, and, if created, the subsequent increase or decrease of any interest that one class of common stock may own in the other class of common stock; ​ · decisions as to the internal or external financing attributable to businesses or assets attributed to any of our classes of common stock; ​ · decisions as to the dispositions of assets of any of our classes of common stock; and ​ · decisions as to the payment of dividends on any of our classes of common stock. ​ Our directors’ or officers’ equity ownership may create or appear to create conflicts of interest.
The 30 Table of Contents occurrence of an event that is not fully covered by insurance could have a material adverse effect on our business, financial condition, results of operations, cash flows and ability to pay dividends to our stockholders. ​ In addition, if any of the foregoing changes, conditions or events occurs and is not determined to be a force majeure event, any resulting failure on our part to deliver coal to the purchaser under contract could result in economic penalties, suspension or cancellation of shipments or ultimately termination of the agreement, any of which could have a material adverse effect on our business, financial condition, results of operations, cash flows and ability to pay dividends to our stockholders. ​ Our operations are located in a single geographic region, making us vulnerable to risks associated with operating in a single geographic area, including adverse impacts of weaker conditions associated with climate change.
The occurrence of an event that is not fully covered by insurance could have a material adverse effect on our business, financial condition, results of operations, cash flows and ability to pay dividends to our stockholders. ​ In addition, if any of the foregoing changes, conditions or events occurs and is not determined to be a force majeure event, any resulting failure on our part to deliver coal to the purchaser under contract could result in economic penalties, suspension or cancellation of shipments or ultimately termination of the agreement, any of which could have a material adverse effect on our business, financial condition, results of operations, cash flows and ability to pay dividends to our stockholders. ​ Our operations are located in a single geographic region, making us vulnerable to risks associated with operating in a single geographic area, including adverse impacts of weaker conditions associated with climate change.
The indenture governing our Senior Notes and the agreements governing our other indebtedness, including the Credit Agreement, and surety bonding obligations contain certain restrictions and covenants which restrict our ability to incur liens and/or debt or provide guarantees in respect of obligations of any other person and other restrictions, all of which could adversely affect our ability to operate our business, as well as significantly affect our liquidity, and therefore could adversely affect our results of operations. ​ These covenants limit, among other things, our ability to: ​ ● incur additional indebtedness; ● pay dividends on or make distributions in respect of stock or make certain other restricted payments, such as share repurchases; ● make capital investments; ● enter into agreements that restrict distributions from certain subsidiaries; ● sell or otherwise dispose of assets; ● use for general purposes the cash received from certain allowable asset sales or disposals; 55 Table of Contents ● enter into transactions with affiliates; ● create or incur liens; ● merge, consolidate or sell all or substantially all of our assets; and ● receive dividends or other payments from subsidiaries in certain cases. ​ Our ability to comply with these covenants may be affected by events beyond our control and we may need to refinance existing debt in the future.
The indentures governing our Senior Notes and the agreements governing our other indebtedness, including the Credit Agreement, and surety bonding obligations contain certain restrictions and covenants which restrict our ability to incur liens and/or debt or provide guarantees in respect of obligations of any other person and other restrictions, all of which could adversely affect our ability to operate our business, as well as significantly affect our liquidity, and therefore could adversely affect our results of operations. ​ These covenants limit, among other things, our ability to: ​ · incur additional indebtedness under certain circumstances; · pay dividends on or make distributions in respect of stock or make certain other restricted payments, such as share repurchases; · make capital investments; · enter into agreements that restrict distributions from certain subsidiaries; · sell or otherwise dispose of assets; 55 Table of Contents · use for general purposes the cash received from certain allowable asset sales or disposals; · enter into transactions with affiliates; · create or incur liens; · merge, consolidate or sell all or substantially all of our assets; and · receive dividends or other payments from subsidiaries in certain cases. ​ Our ability to comply with these covenants may be affected by events beyond our control and we may need to refinance existing debt in the future.
Our Charter authorizes our board of directors to issue preferred stock without stockholder approval. If our board of directors elects to issue preferred stock, it could be more difficult for a third-party to acquire us.
Our Amended Charter authorizes our board of directors to issue preferred stock without stockholder approval. If our board of directors elects to issue preferred stock, it could be more difficult for a third-party to acquire us.
While it could remain possible to obtain permits for underground mining operations in these areas even where this 100-foot restriction was applied, the time and expense of that permitting process would be likely to increase significantly, and the restrictions placed on the mining of those properties could adversely affect our costs. ​ Our lessees could satisfy obligations to their customers with minerals from properties other than ours, depriving us of the ability to receive amounts in excess of minimum royalty payments. ​ Mineral supply contracts generally do not require operators to satisfy their obligations to their customers with resources mined from specific locations.
While it could remain possible to obtain permits for underground mining operations in these areas even where this 100-foot restriction was applied, the time and expense of that permitting process would be likely to increase significantly, and the restrictions placed on the mining of those properties could adversely affect our costs. ​ Our lessees could satisfy obligations to their customers with minerals from properties other than ours, depriving us of the ability to receive amounts in excess of minimum royalty payments. ​ 37 Table of Contents Mineral supply contracts generally do not require operators to satisfy their obligations to their customers with resources mined from specific locations.
Any reductions in the amount of coal consumed by electric power generators as a result of current or new standards for the emission of impurities, or current or new 42 Table of Contents incentives to switch to renewable fuels or renewable energy sources could reduce the demand for our coal, thereby reducing our revenues and adversely affecting our business, cash flows, results of operations and our ability to pay dividends to our stockholders. ​ Negative sentiment with regard to our business or our industry as well as activism, consumer preferences, and initiatives aimed at limiting climate change or a reduction of air pollutants could interfere with our business activities, operations and ability to access capital sources, result in reduced demand for our products, and negatively impact our stock price.
Any reductions in the amount of coal consumed by electric power generators as a result of current or new standards for the emission of impurities, or current or new incentives to switch to renewable fuels or renewable energy sources could reduce the demand for our coal, thereby reducing our revenues and adversely affecting our business, cash flows, results of operations and our ability to pay dividends to our stockholders. ​ Negative sentiment with regard to our business or our industry as well as activism, consumer preferences, and initiatives aimed at limiting climate change or a reduction of air pollutants could interfere with our business activities, operations and ability to access capital sources, result in reduced demand for our products, and negatively impact our stock price.
Timely and cost-effective completion of the development of our properties, including necessary facilities and infrastructure, in compliance with agreed specifications is central to our business strategy and is highly dependent on the performance of our contractors under the agreements with them. ​ 27 Table of Contents Although some agreements may provide for liquidated damages, if the contractor fails to perform in the manner required with respect to certain of its obligations, the events that trigger a requirement to pay liquidated damages may delay or impair the operation of our properties, and any liquidated damages that we receive may not be sufficient to cover the damages that we suffer as a result of any such delay or impairment.
Timely and cost-effective completion of the development of our properties, including necessary facilities and infrastructure, in compliance with agreed specifications is central to our business strategy and is highly dependent on the performance of our contractors under the agreements with them. ​ Although some agreements may provide for liquidated damages, if the contractor fails to perform in the manner required with respect to certain of its obligations, the events that trigger a requirement to pay liquidated damages may delay or impair the operation of our properties, and any liquidated damages that we receive may not be sufficient to cover the damages that we suffer as a result of any such delay or impairment.
A summary of our risk factors is as follows: Risks Related to Our Business ● Our properties have not yet been fully developed into producing coal mines and, if we experience any development delays or cost increases or are unable to complete the construction of our facilities, our business, financial condition and results of operations could be adversely affected. ● We have customer concentration, so the loss of, or significant reduction in, purchases by our largest coal customers could adversely affect our business, financial condition, results of operations and cash flows. ● Our customer base is highly dependent on the steel industry. ● Deterioration in the global economic conditions, a worldwide financial downturn or negative credit market conditions could have a material adverse effect on our business, financial condition, results of operations, cash flows and ability to pay dividends. ● Our operations may be disrupted, and our financial results may be adversely affected, by global outbreaks of contagious diseases, including COVID-19. ● We do not enter into long-term sales contracts for our coal and as a result we are exposed to fluctuations in market pricing. ● We face uncertainties in estimating our economically recoverable coal reserves, and inaccuracies in our estimates could result in lower-than-expected revenues, higher than expected costs and decreased profitability. ● A substantial or extended decline in the prices we receive for our coal could adversely affect our business, results of operations, financial condition, cash flows and ability to pay dividends to our stockholders. ● Changes in the global economic environment, inflation, rising interest rates, recessions or prolonged periods of slow economic growth, and global instability and actual and threatened geopolitical conflict, could have an adverse effect on our industry and business, as well as those of our customers and suppliers. ● Increased competition or a loss of our competitive position could adversely affect sales of, or prices for, our coal, which could impair our profitability. ● The availability and reliability of transportation facilities and fluctuations in transportation costs could affect the demand for our coal or impair our ability to supply coal to prospective customers. 22 Table of Contents ● Any significant downtime of our major pieces of mining equipment, including any preparation plants, could impair our ability to supply coal to prospective customers and materially and adversely affect our results of operations. ● Our ability to collect payments from customers could be impaired if their creditworthiness declines or if they fail to honor their contracts with us. ● If we are unable to obtain needed capital or financing on satisfactory terms, we may have to curtail our operations and delay our construction and growth plans, which may materially adversely affect our business, financial condition, results of operations, cash flows and ability to pay dividends to our stockholders. ● Our operations could be adversely affected if we are unable to obtain required financial assurance, or if the costs of financial assurance increase materially. ● Defects in title or loss of any leasehold interests in our properties could limit our ability to conduct mining operations on these properties or result in significant unanticipated costs. ● Substantially all of our mining properties are leased from our affiliates and conflicts of interest may arise in the future as a result. ● We may face restricted access to international markets in the future. ● Our lessees could satisfy obligations to their customers with minerals from properties other than ours, depriving us of the ability to receive amounts in excess of minimum royalty payments. ● Technology development involves significant time and expense and can be uncertain. ​ Risks Related to Environmental, Health, Safety and Other Regulations ● The current U.S. administration and Congress could enact legislative and regulatory measures that could adversely affect our mining operations or cost structure or our customers’ ability to use coal, which could have a material adverse effect on our financial condition and results of operations. ● Current and future government laws, regulations and other legal requirements relating to protection of the environment and natural resources may increase our costs of doing business and may restrict our coal operations. ● Our operations may impact the environment or cause exposure to hazardous substances, and our properties may have environmental contamination, which could expose us to significant costs and liabilities. ● We must obtain, maintain, and renew governmental permits and approvals for mining operations, which can be a costly and time-consuming process and result in restrictions on our operations. ● We and our significant stockholders are subject to the Applicant Violator System. ● Our mines are subject to stringent federal and state safety regulations that increase our cost of doing business at active operations and may place restrictions on our methods of operation.
A summary of our risk factors is as follows: · Certain of properties have not yet been fully developed into producing coal mines and, if we experience any development delays or cost increases or are unable to complete the construction of our facilities, our business, financial condition and results of operations could be adversely affected. · We have customer concentration, so the loss of, or significant reduction in, purchases by our largest coal customers could adversely affect our business, financial condition, results of operations and cash flows. · Our customer base is highly dependent on the steel industry. · Deterioration in the global economic conditions, a worldwide financial downturn or negative credit market conditions could have a material adverse effect on our business, financial condition, results of operations, cash flows and ability to pay dividends. · We do not enter into long-term sales contracts for our coal and as a result we are exposed to fluctuations in market pricing. · We face uncertainties in estimating our economically recoverable coal reserves, and inaccuracies in our estimates could result in lower-than-expected revenues, higher than expected costs and decreased profitability. · A substantial or extended decline in the prices we receive for our coal could adversely affect our business, results of operations, financial condition, cash flows and ability to pay dividends to our stockholders. · Changes in the global economic environment, inflation, rising interest rates, recessions or prolonged periods of slow economic growth, and global instability and actual and threatened geopolitical conflict, could have an adverse effect on our industry and business, as well as those of our customers and suppliers. · Increased competition or a loss of our competitive position could adversely affect sales of, or prices for, our coal, which could impair our profitability. · The availability and reliability of transportation facilities and fluctuations in transportation costs could affect the demand for our coal or impair our ability to supply coal to prospective customers. · Any significant downtime of our major pieces of mining equipment, including any preparation plants, could impair our ability to supply coal to prospective customers and materially and adversely affect our results of operations. · Our ability to collect payments from customers could be impaired if their creditworthiness declines or if they fail to honor their contracts with us. · If we are unable to obtain needed capital or financing on satisfactory terms, we may have to curtail our operations and delay our construction and growth plans, which may materially adversely affect our business, financial condition, results of operations, cash flows and ability to pay dividends to our stockholders. · Our operations could be adversely affected if we are unable to obtain required financial assurance, or if the costs of financial assurance increase materially. · Defects in title or loss of any leasehold interests in our properties could limit our ability to conduct mining operations on these properties or result in significant unanticipated costs. · Substantially all of our mining properties are leased from our affiliates and conflicts of interest may arise in the future as a result. · We may face restricted access to international markets in the future. · Our lessees could satisfy obligations to their customers with minerals from properties other than ours, depriving us of the ability to receive amounts in excess of minimum royalty payments. · Technology development involves significant time and expense and can be uncertain. · The current U.S. administration and Congress could enact legislative and regulatory measures that could adversely affect our mining operations or cost structure or our customers’ ability to use coal, which could have a material adverse effect on our financial condition and results of operations. · Current and future government laws, regulations and other legal requirements relating to protection of the environment and natural resources may increase our costs of doing business and may restrict our coal operations. 23 Table of Contents · Our operations may impact the environment or cause exposure to hazardous substances, and our properties may have environmental contamination, which could expose us to significant costs and liabilities. · We must obtain, maintain, and renew governmental permits and approvals for mining operations, which can be a costly and time-consuming process and result in restrictions on our operations. · We and our significant stockholders are subject to the Applicant Violator System. · Our mines are subject to stringent federal and state safety regulations that increase our cost of doing business at active operations and may place restrictions on our methods of operation.
If any customers were to significantly reduce their purchases of coal from us, including by failing to buy and pay for coal they committed to purchase in sales contracts, our business, financial condition, results of operations, cash flows and ability to pay dividends to our stockholders could be adversely affected. ​ See Item 8 of Part II, “Financial Statements and Supplementary Data—Note 2—Summary of Significant Accounting Policies—Concentrations” for additional information. ​ 24 Table of Contents Our customer base is highly dependent on the steel industry.
If any customers were to significantly reduce their purchases of coal from us, including by failing to buy and pay for coal they committed to purchase in sales contracts, our business, financial condition, results of operations, cash flows and ability to pay dividends to our stockholders could be adversely affected. ​ See Item 8 of Part II, “Financial Statements and Supplementary Data—Note 2—Summary of Significant Accounting Policies—Concentrations” for additional information. ​ Our customer base is highly dependent on the steel industry.
If the assumptions underlying our accruals are inaccurate, we could be required to expend greater amounts than anticipated. ​ Risks Related to Our Company ● Our ability to pay dividends may be limited by the amount of cash we generate from operations following the payment of fees and expenses, by restrictions of any future debt instruments and by additional factors unrelated to our profitability. ● Your percentage of ownership in us may be diluted in the future. ● Certain of our directors have significant duties with, and spend significant time serving, entities that may compete with us in seeking acquisitions and business opportunities and, accordingly, may have conflicts of interest in allocating time or pursuing business opportunities. ​ Risks Related to Our Class B Common Stock Structure 23 Table of Contents ​ ● Holders of Class B common stock are common stockholders of the Company and, therefore, are subject to risks associated with an investment in the Company as a whole, even if the holder does not own shares of Class A common stock. ● Our Board’s ability to reattribute businesses, assets, and expenses between the Class A common stock and Class B common stock may make it difficult to assess the future prospects of a class of common stock based on past performance. ● Dividends on our Class B common stock are discretionary and may fluctuate materially quarter to quarter.
If the assumptions underlying our accruals are inaccurate, we could be required to expend greater amounts than anticipated. · Our ability to pay dividends may be limited by the amount of cash we generate from operations following the payment of fees and expenses, by restrictions of any future debt instruments and by additional factors unrelated to our profitability. · Your percentage of ownership in us may be diluted in the future. · Certain of our directors have significant duties with, and spend significant time serving, entities that may compete with us in seeking acquisitions and business opportunities and, accordingly, may have conflicts of interest in allocating time or pursuing business opportunities. · Holders of Class B common stock are common stockholders of the Company and, therefore, are subject to risks associated with an investment in the Company as a whole, even if the holder does not own shares of Class A common stock. · Our Board’s ability to reattribute businesses, assets, and expenses between the Class A common stock and Class B common stock may make it difficult to assess the future prospects of a class of common stock based on past performance. · Dividends on our Class B common stock are discretionary and may fluctuate materially quarter to quarter.
Such changes could 31 Table of Contents cause delays if manufacturers and suppliers are unable to make the required changes in compliance with mandated deadlines. ​ If either our preparation plants, or train loadout facilities, or those of a third party processing or loading our coal, suffer extended downtime, including from major damage, or is destroyed, our ability to process and deliver coal to prospective customers would be materially impacted, which would materially adversely affect our business, results of operations, financial condition, cash flows and ability to pay dividends to our stockholders.
Such changes could cause delays if manufacturers and suppliers are unable to make the required changes in compliance with mandated deadlines. ​ If either our preparation plants, or train loadout facilities, or those of a third party processing or loading our coal, suffer extended downtime, including from major damage, or is destroyed, our ability to process and deliver coal to prospective customers would be materially impacted, which would materially adversely affect our business, results of operations, financial condition, cash flows and ability to pay dividends to our stockholders.
While conventional blast furnace technology has been the most economic large-scale steel production technology for a number of years, and emergent technologies typically take many years to commercialize, there can be no assurance that over the longer term 26 Table of Contents competitive technologies not reliant on metallurgical coal would not emerge, which could reduce the demand and price premiums for metallurgical coal. ​ Moreover, we may produce and market other coal products, such as thermal coal, which are also subject to alternative competition.
While conventional blast furnace technology has been the most economic large-scale steel production technology for a number of years, and emergent technologies typically take many years to commercialize, there can be no assurance that over the longer term competitive technologies not reliant on metallurgical coal would not emerge, which could reduce the demand and price premiums for metallurgical coal. ​ Moreover, we may produce and market other coal products, such as thermal coal, which are also subject to alternative competition.
Actions taken by the U.S. government could affect our results of operations, cash flows and liquidity. ​ The ongoing war in Ukraine has had a broad range of adverse impacts on global economic conditions, some of which have had and are likely to continue to have adverse impacts on our business, including increased raw material and energy costs, softer customer demand and lower steel prices. ​ Additionally, we are also exposed to risks associated with the business success and creditworthiness of our suppliers and customers.
Actions taken by the U.S. government could affect our results of operations, cash flows and liquidity. ​ The ongoing war in Ukraine has had a broad range of adverse impacts on global economic conditions, some of which have had and are likely to continue to have adverse impacts on our business, including increased raw material and energy costs, softer customer demand and lower steel prices. 29 Table of Contents ​ Additionally, we are also exposed to risks associated with the business success and creditworthiness of our suppliers and customers.
Any such activism could therefore materially and adversely impact our ability to operate our business or raise capital. ​ In addition, there have also been efforts in recent years to influence the investment community, including investment advisors, sovereign wealth funds, public pension funds, universities and other groups, promoting the divestment of fossil fuel equities; encouraging the consideration of environmental, social and governance (“ESG”) practices and ESG ratings of companies in a manner that may negatively affect coal companies, including increased negative investor sentiment, divestment of securities issued by coal companies and the diversion of investment to other industries; and also pressuring lenders to limit funding to companies engaged in the extraction of fossil fuel reserves.
Any such activism could therefore materially and adversely impact our ability to operate our business or raise capital. ​ In addition, there have also been efforts in recent years to influence the investment community, including investment advisors, sovereign wealth funds, public pension funds, universities and other groups, promoting the divestment of fossil fuel equities; encouraging the consideration of ESG practices and ESG ratings of companies in a manner that may negatively affect coal companies, including increased negative investor sentiment, divestment of securities issued by coal companies and the diversion of investment to other industries; and also pressuring lenders to limit funding to companies engaged in the extraction of fossil fuel reserves.
Rather than develop additional specific procedures in advance, our Board intends to exercise its judgment from time to time, depending on the circumstances, as to how best to: ​ 51 Table of Contents ● obtain information regarding the divergence (or potential divergence) of interests; ​ ● determine under what circumstances to seek the assistance of outside advisers; ​ ● determine whether a committee of our Board should be appointed to address a specific matter and the appropriate members of that committee; and ​ ● assess what is in the Company’s best interests and the best interests of all of our stockholders.
Rather than develop additional specific procedures in advance, our Board intends to exercise its judgment from time to time, depending on the circumstances, as to how best to: ​ · obtain information regarding the divergence (or potential divergence) of interests; ​ · determine under what circumstances to seek the assistance of outside advisers; ​ · determine whether a committee of our Board should be appointed to address a specific matter and the appropriate members of that committee; and ​ · assess what is in the Company’s best interests and the best interests of all of our stockholders.
This would likely result in significant project delays and increased costs, which could have a material adverse effect on our business, financial condition, results of operations, cash flows and ability to pay dividends to our stockholders. ​ Prices for coal are volatile and can fluctuate widely based upon a number of factors beyond our control, including oversupply relative to the demand available for our coal and weather.
This would likely result in significant project delays and increased costs, which could have a material adverse effect on our business, financial condition, results of operations, cash flows and ability to pay dividends to our stockholders. ​ 28 Table of Contents Prices for coal are volatile and can fluctuate widely based upon a number of factors beyond our control, including oversupply relative to the demand available for our coal and weather.
If any of our products were found to infringe other parties’ proprietary rights and we are unable to come to terms regarding a license with such parties, we may be forced to modify our products to make them non-infringing or to cease production of such products altogether. ​ Risks Related to Environmental, Health, Safety and Other Regulations The current U.S. administration and Congress could enact legislative and regulatory measures that could adversely affect our mining operations or cost structure or our customers’ ability to use coal, which could have a material adverse effect on our financial condition and results of operations.
If any of our products were found to infringe other parties’ proprietary rights and we are unable to come to terms regarding a license with such parties, we may be forced to modify our products to make them non-infringing or to cease production of such products altogether. ​ Risks Related to Environmental, Health, Safety and Other Regulations Current or future U.S. administrations and Congress could enact legislative and regulatory measures that could adversely affect our mining operations or cost structure or our customers’ ability to use coal, which could have a material adverse effect on our financial condition and results of operations.
Retaliatory threats by foreign nations to these tariffs may limit international trade and adversely impact global economic conditions. ​ Deterioration in the global economic conditions in any of the industries in which prospective customers operate, a worldwide financial downturn or negative credit market conditions could have a material adverse effect on our business, financial condition, results of operations, cash flows and ability to pay dividends to our stockholders.
Retaliatory threats by foreign nations to these tariffs may limit international trade and adversely impact global economic conditions. ​ 25 Table of Contents Deterioration in the global economic conditions in any of the industries in which prospective customers operate, a worldwide financial downturn or negative credit market conditions could have a material adverse effect on our business, financial condition, results of operations, cash flows and ability to pay dividends to our stockholders.
Periods of economic downturn or continued uncertainty could result in difficulty increasing or maintaining our level of sales or 28 Table of Contents profitability and we may experience an adverse effect on our business, results of operations, financial condition and cash flows. ​ Our operations are subject to economic conditions, including credit and capital market conditions, inflation, prevailing interest rates, and political factors, which if changed could negatively affect our results of operations, cash flows and liquidity.
Periods of economic downturn or continued uncertainty could result in difficulty increasing or maintaining our level of sales or profitability and we may experience an adverse effect on our business, results of operations, financial condition and cash flows. ​ Our operations are subject to economic conditions, including credit and capital market conditions, inflation, prevailing interest rates, and political factors, which if changed could negatively affect our results of operations, cash flows and liquidity.
Alternatively, if a court were to find these provisions of our Charter inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business, financial condition or results of operations. ​ We have identified a material weakness in our internal controls over financial reporting.
Alternatively, if a court were to find these provisions of our Amended Charter inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business, financial condition or results of operations. ​ We have identified a material weakness in our internal control over financial reporting.
The geographic concentration of our operations may disproportionately expose us to disruptions in our operations if the region experiences severe weather, transportation capacity constraints, constraints on the availability of required equipment, facilities, personnel or services, significant governmental regulation, natural disasters, pandemics (such as COVID-19) or interruption of transportation or other events that impact the region in which we operate or its surrounding areas.
The geographic concentration of our operations may disproportionately expose us to disruptions in our operations if the region experiences severe weather, transportation capacity constraints, constraints on the availability of required equipment, facilities, personnel or services, significant governmental regulation, natural 31 Table of Contents disasters, pandemics (such as COVID-19) or interruption of transportation or other events that impact the region in which we operate or its surrounding areas.
See “Business—Environmental and Other Regulatory Matters—Clean Water Act.” ​ Further, the public has certain statutory rights to comment on and submit objections to requested permits and environmental impact statements prepared in connection with applicable regulatory processes, and otherwise engage in 41 Table of Contents the permitting process, including bringing citizens’ claims to challenge the issuance or renewal of permits, the validity of environmental impact statements or performance of mining activities.
See “Business—Environmental and Other Regulatory Matters—Clean Water Act.” ​ Further, the public has certain statutory rights to comment on and submit objections to requested permits and environmental impact statements prepared in connection with applicable regulatory processes, and otherwise engage in the permitting process, including bringing citizens’ claims to challenge the issuance or renewal of permits, the validity of environmental impact statements or performance of mining activities.
In addition, new laws and regulations governing data privacy and the unauthorized disclosure of confidential information pose increasingly 57 Table of Contents complex compliance challenges and potentially elevate costs, and any failure to comply with these laws and regulations (or contractual provisions requiring similar compliance) could result in significant penalties and legal liability, require us to change our business practices, increase the costs and complexity of compliance, and adversely affect our business.
In addition, new laws and regulations governing data privacy and the unauthorized disclosure of confidential information pose increasingly complex compliance challenges and potentially elevate costs, and any failure to comply with these laws and regulations (or contractual provisions requiring similar compliance) could result in significant penalties and legal liability, require us to change our business practices, increase the costs and complexity of compliance, and adversely affect our business.
Our inability to collect payment from counterparties to our sales contracts may materially adversely affect our business, financial condition, results of operations, cash flows and ability to pay dividends to our stockholders. 32 Table of Contents ​ We may be unsuccessful in integrating the operations of any future acquisitions, including acquisitions involving new lines of business, with our existing operations, and in realizing all or any part of the anticipated benefits of any such acquisitions.
Our inability to collect payment from counterparties to our sales contracts may materially adversely affect our business, financial condition, results of operations, cash flows and ability to pay dividends to our stockholders. ​ We may be unsuccessful in integrating the operations of any future acquisitions, including acquisitions involving new lines of business, with our existing operations, and in realizing all or any part of the anticipated benefits of any such acquisitions.
Any reduction in the amount of coal consumed by electric power generators as a result of actual or potential regulation of GHG emissions, including any reductions resulting from power plants ceasing operations or switching to fuels that produce fewer GHG 39 Table of Contents emissions, could decrease demand for our coal, thereby reducing our revenues and materially and adversely affecting our business and results of operations.
Any reduction in the amount of coal consumed by electric power generators as a result of actual or potential regulation of GHG emissions, including any reductions resulting from power plants ceasing operations or switching to fuels that produce fewer GHG emissions, could decrease demand for our coal, thereby reducing our revenues and materially and adversely affecting our business and results of operations.
Such issuances may have a dilutive effect on our earnings per share, which could adversely affect the market price of our Class A common stock and Class B common stock. ​ It is anticipated that the compensation committee of the board of directors of the Company will grant additional equity awards to Company employees and directors, from time to time, under the Company’s compensation and employee benefit plans.
Such issuances may have a dilutive effect on our earnings per share, which could adversely affect the market price of our Class A common stock and Class B common stock. ​ 47 Table of Contents It is anticipated that the compensation committee of the board of directors of the Company will grant additional equity awards to Company employees and directors, from time to time, under the Company’s compensation and employee benefit plans.
Entry into certain lines of business may subject us to new laws and regulations with which we are not familiar and may lead to increased litigation and regulatory risk. Also, following an acquisition, we may discover previously unknown liabilities associated with the acquired business or assets for which we have no recourse under applicable indemnification provisions.
Entry into certain lines of business may subject us to new laws and regulations with which we are not familiar and may lead to increased litigation and regulatory risk. Also, following an acquisition, we may discover previously unknown liabilities 33 Table of Contents associated with the acquired business or assets for which we have no recourse under applicable indemnification provisions.
The Board does not expect to formally adopt any management or allocation policies with respect to the CORE Assets to serve as guidelines in making decisions regarding the relationship between the Company’s overall business and CORE with respect to matters such as tax liabilities and benefits, loans between the two, attribution of assets, financing alternatives, corporate opportunities and similar items.
The Board does not expect to formally adopt any management or allocation policies with respect to the CORE Assets to serve as guidelines in making decisions regarding the relationship between the Company’s overall business and CORE with respect to matters such as tax liabilities and benefits, loans between the two, attribution of assets, financing 52 Table of Contents alternatives, corporate opportunities and similar items.
If competitive technologies emerge that use other materials in place of or otherwise eliminate the need for our products, demand and price for our products might fall. ​ We face uncertainties in estimating our economically recoverable coal reserves, and inaccuracies in our estimates could result in lower-than-expected revenues, higher than expected costs and decreased profitability.
If competitive technologies emerge that use other materials in place of or otherwise eliminate the need for our products, demand and price for our products might fall. ​ 27 Table of Contents We face uncertainties in estimating our economically recoverable coal reserves, and inaccuracies in our estimates could result in lower-than-expected revenues, higher than expected costs and decreased profitability.
Coal mined from our operations is subject to testing by prospective customers for its ability to meet various specifications and to work satisfactorily in their ovens and other facilities prior to entering into contracts for purchase (which are typically short-term orders having terms of one year or less).
Coal mined from our operations is subject to testing by prospective customers for its ability to meet various specifications and to work satisfactorily in their ovens and other facilities prior to entering into contracts for purchase 32 Table of Contents (which are typically short-term orders having terms of one year or less).
Although we intend Class B common stock to reflect the separate economic performance of CORE, it is not a separate entity, and a person interested in acquiring that class of common stock without negotiation with our management could obtain control of that class only by obtaining control of a majority in voting power of all of the outstanding voting shares of the Company.
Although we intend Class B common stock to reflect the separate economic performance of CORE, it is not a separate entity, and a person interested in acquiring that class of common stock without negotiation 54 Table of Contents with our management could obtain control of that class only by obtaining control of a majority in voting power of all of the outstanding voting shares of the Company.
Consequently, currency 29 Table of Contents fluctuations could adversely affect the competitiveness of our coal in international markets, which could have a material adverse effect on our business, financial condition, results of operations and cash flows. ​ Our business involves many hazards and operating risks, some of which may not be fully covered by insurance.
Consequently, currency fluctuations could adversely affect the competitiveness of our coal in international markets, which could have a material adverse effect on our business, financial condition, results of operations and cash flows. ​ Our business involves many hazards and operating risks, some of which may not be fully covered by insurance.
Coal mining consumes large quantities of commodities including steel, copper, rubber products and liquid fuels and requires the use of capital equipment. Some commodities, such as steel, are needed to comply with roof control 33 Table of Contents plans required by regulation. The prices we pay for commodities and capital equipment are strongly impacted by the global market.
Coal mining consumes large quantities of commodities including steel, copper, rubber products and liquid fuels and requires the use of capital equipment. Some commodities, such as steel, are needed to comply with roof control plans required by regulation. The prices we pay for commodities and capital equipment are strongly impacted by the global market.
Under the amendments, a miner with at least fifteen years of 44 Table of Contents underground coal mine employment (or surface mine employment with similar dust exposure) who can prove that he suffers from a totally disabling respiratory condition is entitled to a rebuttable presumption that his disability is caused by black lung.
Under the amendments, a miner with at least fifteen years of underground coal mine employment (or surface mine employment with similar dust exposure) who can prove that he suffers from a totally disabling respiratory condition is entitled to a rebuttable presumption that his disability is caused by black lung.
The material weaknesses will not be considered remediated until enhanced controls are implemented and operate for a sufficient period of time and management has concluded, through testing, that the related controls are effective.
The material weakness will not be considered remediated until enhanced controls are implemented and operate for a sufficient period of time and management has concluded, through testing, that the related controls are effective.
When holders of Class A common stock and Class B common stock vote together as a single class, holders having a majority of the votes will be in a position to control the outcome of 53 Table of Contents the vote even if the matter involves a conflict of interest among our stockholders or has a greater impact on one class than another.
When holders of Class A common stock and Class B common stock vote together as a single class, holders having a majority of the votes will be in a position to control the outcome of the vote even if the matter involves a conflict of interest among our stockholders or has a greater impact on one class than another.
Failure to meet those requirements could result in losses of prepaid royalties and, in some rare cases, could result in a loss of the lease itself. ​ 35 Table of Contents While none of our employees who conduct mining operations are currently members of unions, our business could be adversely affected by union activities.
Failure to meet those requirements could result in losses of prepaid royalties and, in some rare cases, could result in a loss of the lease itself. ​ While none of our employees who conduct mining operations are currently members of unions, our business could be adversely affected by union activities.
Our ability to pay dividends may fluctuate materially from quarter to quarter, and any quarterly estimate is subject to uncertainty due to the factors described above and elsewhere herein. ​ ​ 49 Table of Contents The market price of the Class B common stock may not reflect the performance of CORE attributed to it, as we intend.
Our ability to pay dividends may fluctuate materially from quarter to quarter, and any quarterly estimate is subject to uncertainty due to the factors described above and elsewhere herein. The market price of the Class B common stock may not reflect the performance of CORE attributed to it, as we intend.
This could have a material adverse effect on our business, financial condition, cash flows and ability to pay dividends to our stockholders. 34 Table of Contents ​ Our mines are located in areas containing oil and natural gas operations, which may require us to coordinate our operations with those of oil and natural gas drillers.
This could have a material adverse effect on our business, financial condition, cash flows and ability to pay dividends to our stockholders. ​ Our mines are located in areas containing oil and natural gas operations, which may require us to coordinate our operations with those of oil and natural gas drillers.
We may not be able to prevent the unauthorized disclosure or use of our technical knowledge or other trade secrets by employees or competitors. Furthermore, our competitors may independently develop technologies and products that are substantially equivalent or superior to our technologies and/or products, which could result in decreased revenues.
We may not be able to prevent the unauthorized disclosure or use of our technical 38 Table of Contents knowledge or other trade secrets by employees or competitors. Furthermore, our competitors may independently develop technologies and products that are substantially equivalent or superior to our technologies and/or products, which could result in decreased revenues.
See “Business—Environmental and Other Regulatory Matters.” ​ In addition, the SMCRA imposes a reclamation fee on all current mining operations, the proceeds of which are deposited in the AML Fund, which is used to restore unreclaimed and abandoned mine lands mined before 1977.
See “Business—Environmental and Other Regulatory Matters.” ​ 45 Table of Contents In addition, the SMCRA imposes a reclamation fee on all current mining operations, the proceeds of which are deposited in the AML Fund, which is used to restore unreclaimed and abandoned mine lands mined before 1977.
This is known as being “permit-blocked.” Additionally, Yorktown and Mr. Atkins are each currently deemed an “owner or controller” of a number of other mining 36 Table of Contents companies; as such, we could be permit-blocked based upon the violations of or permit-blocked status of an “owner or controller” of us.
This is known as being “permit-blocked.” Additionally, Yorktown and Mr. Atkins are each currently deemed an “owner or controller” of a number of other mining companies; as such, we could be permit-blocked based upon the violations of or permit-blocked status of an “owner or controller” of us.
Our liability for such claims may be joint and several, so that we may be held responsible for more than our share of the contamination or other damages, or for the entire share. ​ We maintain coal refuse areas and slurry impoundments as necessary. Such areas and impoundments are subject to extensive regulation.
Our liability for such claims may be joint and several, so that we may be held responsible for more than our share of the contamination or other damages, or for the entire share. 41 Table of Contents ​ We maintain coal refuse areas and slurry impoundments as necessary. Such areas and impoundments are subject to extensive regulation.
We use considerable quantities of steel in the mining process. If the price of steel or other materials increases substantially or if the value of the U.S. dollar declines relative to foreign currencies with respect to certain imported supplies or other products, our operating expenses could increase.
We use considerable quantities of steel in the mining process. If the price of steel or other materials increases substantially or if the value of the U.S. dollar declines relative to foreign currencies 34 Table of Contents with respect to certain imported supplies or other products, our operating expenses could increase.
The cost of purchasing a producing horizontal or vertical well could be substantial. Horizontal wells with multiple laterals extending from the well pad may access larger oil and natural gas reserves than a vertical well, which would typically result in a higher cost to acquire.
The cost of purchasing a producing horizontal or vertical well could be substantial. Horizontal wells with multiple laterals extending from the well pad may access larger 35 Table of Contents oil and natural gas reserves than a vertical well, which would typically result in a higher cost to acquire.
The regulations that have been adopted under the MINE Act and the MINER Act are comprehensive and affect numerous aspects of mining operations, including training of mine personnel, mining procedures, roof control, ventilation, blasting, use and maintenance of mining equipment, dust and noise control, communications, emergency response procedures, and other matters.
The regulations that have been adopted under the MINE Act and the MINER Act are comprehensive and affect numerous aspects of mining operations, including training of mine personnel, mining procedures, roof control, ventilation, blasting, use and maintenance of mining equipment, dust and noise control, 44 Table of Contents communications, emergency response procedures, and other matters.
In addition, we cannot assure the holders of Class B common stock that in the event of such a sale the per share consideration to be paid to holders of Class B common stock will be equal to or more than the per share value of that share of stock prior to or after the announcement of a sale of all or substantially all of the assets of CORE.
In 53 Table of Contents addition, we cannot assure the holders of Class B common stock that in the event of such a sale the per share consideration to be paid to holders of Class B common stock will be equal to or more than the per share value of that share of stock prior to or after the announcement of a sale of all or substantially all of the assets of CORE.
The market price of the Class B common stock may be materially affected by, among other things: ● actual or anticipated fluctuations CORE’s operating results; ​ ● potential acquisition activity by the Company (regardless of the class to which it is attributed) or the companies in which we invest; ​ ● issuances of debt or equity securities to raise capital by the Company or the companies in which we invest and the manner in which that debt or the proceeds of an equity issuance are attributed to each of the classes; ​ ● changes in financial estimates by securities analysts regarding the Class B common stock, the Class A common stock or CORE attributable to the Class B common stock; ​ ● the complex nature and the potential difficulties investors may have in understanding the terms of our new tracking stock, as well as concerns regarding the possible effect of certain of those terms on an investment in our stocks; and ​ ● general market conditions. ​ Until an orderly trading market develops for the Class B common stock, the trading price of the Class B common stock may fluctuate significantly.
The market price of the Class B common stock may be materially affected by, among other things: · actual or anticipated fluctuations CORE’s operating results; ​ · potential acquisition activity by the Company (regardless of the class to which it is attributed) or the companies in which we invest; ​ · issuances of debt or equity securities to raise capital by the Company or the companies in which we invest and the manner in which that debt or the proceeds of an equity issuance are attributed to each of the classes; ​ · changes in financial estimates by securities analysts regarding the Class B common stock, the Class A common stock or CORE attributable to the Class B common stock; ​ · the complex nature and the potential difficulties investors may have in understanding the terms of our new tracking stock, as well as concerns regarding the possible effect of certain of those terms on an investment in our stocks; and ​ · general market conditions.
Our export customers, excluding Canada, include foreign steel producers who may be affected by the tariffs to the extent their production is imported into the U.S.
Our export customers include foreign steel producers who may be affected by the tariffs to the extent their production is imported into the U.S.
If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline.
If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our 61 Table of Contents stock price or trading volume to decline.
Globally the market is evolving to shorter term pricing. Some annual contracts have shifted to quarterly contracts and most volumes 25 Table of Contents are being sold on an indexed basis, where prices are determined by averaging the leading spot indexes reported in the market and adjusting for quality. As a result, we are subject to fluctuations in market pricing.
Globally the market is evolving to shorter term pricing. Some annual contracts have shifted to quarterly contracts and most volumes are being sold on an indexed basis, where prices are determined by averaging the leading spot indexes reported in the market and adjusting for quality. As a result, we are subject to fluctuations in market pricing.
These efforts and developments, as well as concerted conservation and efficiency efforts, could also cause coal prices and sales of our coal to materially decline and could cause our costs to increase. 43 Table of Contents ​ Other activist campaigns have urged companies to cease financing coal-driven businesses.
These efforts and developments, as well as concerted conservation and efficiency efforts, could also cause coal prices and sales of our coal to materially decline and could cause our costs to increase. ​ Other activist campaigns have urged companies to cease financing coal-driven businesses.
On another occasion, the Sierra Club sent a letter to the SEC stating that it believed a coal mining company may be giving potential investors false impressions regarding risks to its business. Other groups have objected to our RAM No. 1 mine permit application in Pennsylvania.
On another occasion, the 43 Table of Contents Sierra Club sent a letter to the SEC stating that it believed a coal mining company may be giving potential investors false impressions regarding risks to its business. Other groups have objected to our RAM No. 1 mine permit application in Pennsylvania.
A breach of any of the covenants under the indenture together with the expiration of any cure period, if applicable, could result in a default under our indenture.
A breach of any of the covenants under the indentures together with the expiration of any cure period, if applicable, could result in a default under our indentures.
These activities may divert management’s attention from other business concerns. As described in Part II, Item 9A, “Controls and Procedures” in this Annual Report, we have determined that certain of our internal controls over financial reporting have material weaknesses.
These activities may divert management’s attention from other business concerns. As described in Part II, Item 9A, “Controls and Procedures” in this Annual Report, we have determined that certain of our internal control over financial reporting have material weakness.
Private individuals or public entities may also seek to enforce laws and regulations against us and could allege personal injury, property damages or other liabilities in relation to climate change or other ESG matters. An unfavorable ruling in any such case could have an adverse impact on our financial condition.
Private individuals or public entities may also seek to enforce laws and regulations against us and could allege personal injury, property damages or other liabilities in relation to climate change or other environmental, social and governance (“ESG”) matters. An unfavorable ruling in any such case could have an adverse impact on our financial condition.
These additional awards will have a dilutive effect on the Company’s earnings per share, which could adversely affect the market price of the Company’s Class A common stock and Class B common stock. ​ In addition, our Charter authorizes us to issue, without the approval of our stockholders, one or more classes or series of preferred stock having such designation, powers, preferences and relative, participating, optional and other special rights, including preferences over our common stock with respect to dividends and distributions, as our board of directors generally may determine.
These additional awards will have a dilutive effect on the Company’s earnings per share, which could adversely affect the market price of the Company’s Class A common stock and Class B common stock. ​ In addition, our Second Amended and Restated Certificate of Incorporation (the “Amended Charter”) authorizes us to issue, without the approval of our stockholders, one or more classes or series of preferred stock having such designation, powers, preferences and relative, participating, optional and other special rights, including preferences over our common stock with respect to dividends and distributions, as our board of directors generally may determine.
Investments in new technology and processes are inherently speculative. ​ 37 Table of Contents Successful technical development of technologies associated with intellectual property does not guarantee successful commercialization.
Investments in new technology and processes are inherently speculative. ​ Successful technical development of technologies associated with intellectual property does not guarantee successful commercialization.
See also “—Product alternatives or other technologies may reduce demand for our products.” ​ Current and future laws, regulations and other legal requirements relating to protection of the environment and natural resources may increase our costs of doing business and may restrict our coal operations.
See also the risk factor “—Product alternatives or other technologies may reduce demand for our products.” ​ 40 Table of Contents Current and future laws, regulations and other legal requirements relating to protection of the environment and natural resources may increase our costs of doing business and may restrict our coal operations.
The comment period for the EPA’s draft Selenium Technical Support Materials, intended to provide implementation support for states for the recommend selenium aquatic life criterion for freshwater ended on 40 Table of Contents January 3, 2022.
The comment period for the EPA’s draft Selenium Technical Support Materials, intended to provide implementation support for states for the recommend selenium aquatic life criterion for freshwater ended on January 3, 2022.
When met coal producers compete for skilled miners, recruiting challenges can occur and employee turnover rates can increase, which negatively affect operating efficiency and costs.
When met coal producers compete for skilled miners, recruiting challenges can occur and employee turnover rates can increase, which negatively affect operating 36 Table of Contents efficiency and costs.
In addition, the Biden Administration has taken measures to unwind a number of regulatory rollbacks enacted or proposed by the Trump administration, including, among others, the ACE Rule, the NWPR, and the proposed NEPA overhaul. In addition, the Biden administration rolled back certain changes to the CCR made by the Trump administration.
In addition, the Biden administration took various measures to unwind a number of regulatory rollbacks enacted or proposed by the first Trump administration, including, among others, the ACE Rule, the NWPR, and the proposed NEPA overhaul. In addition, the Biden administration also rolled back certain changes to the CCR made by the first Trump administration.
We have the right to pay dividends on the shares of Class A common stock and Class B common stock in equal or unequal amounts, and we may pay dividends on one class of common stock and not pay dividends on another class.
We may not pay dividends equally or at all on our classes of common stock. We have the right to pay dividends on the shares of Class A common stock and Class B common stock in equal or unequal amounts, and we may pay dividends on one class of common stock and not pay dividends on another class.
No provision of our Second Amended and Restated Certificate of Incorporation (the “Amended Charter”) prevents us from satisfying liabilities of one class with assets of another class, and our creditors will not in any way be limited by our tracking stock capitalization from proceeding against any assets they could have proceeded against if we did not have a tracking stock capitalization.
No provision of our Amended Charter prevents us from satisfying liabilities of one class with assets of another class, and our creditors will not in any way be limited by our tracking stock capitalization from proceeding against any assets they could have proceeded against if we did not have a tracking stock capitalization.
As the different ways our Board may divide the consideration between holders of the different classes of stock might have materially different results, the consideration to be received by holders of Class B common stock in any such merger or consolidation may be materially less valuable than the consideration they would have received if they had a separate class vote on such merger or consolidation. 52 Table of Contents We may dispose of assets of CORE without the approval of the Class B common stockholders.
As the different ways our Board may divide the consideration between holders of the different classes of stock might have materially different results, the consideration to be received by holders of Class B common stock in any such merger or consolidation may be materially less valuable than the consideration they would have received if they had a separate class vote on such merger or consolidation.
If we cannot successfully negotiate for land access, we could be denied a permit to mine coal we already own. ​ Federal or state regulatory agencies have the authority to order certain of our mines to be temporarily or permanently closed under certain circumstances, which could materially and adversely affect our ability to meet our customers’ demands.
If we cannot successfully negotiate for land access, we could be denied a permit to mine coal we already own. ​ Federal or state regulatory agencies have the authority to order certain of our mines to be temporarily or permanently closed under certain circumstances, which could materially and adversely affect our ability to meet our customers’ demands. 42 Table of Contents Federal or state regulatory agencies have the authority, under certain circumstances following significant health and safety incidents, such as fatalities, to order a mine to be temporarily or permanently closed.
These efforts may have adverse consequences, including, but not limited to: ​ ● restricting our ability to access capital and financial markets in the future; ● reducing the demand and price for our equity securities; ● increasing the cost of borrowing; ● causing a decline in our credit ratings; ● reducing the availability, and/or increasing the cost of, third-party insurance; ● increasing our retention of risk through self-insurance; ● making it more difficult to obtain surety bonds, letters of credit, bank guarantees or other financing; and ● limiting our flexibility in business development activities such as mergers, acquisitions and divestitures. 56 Table of Contents If securities or industry analysts adversely change their recommendations regarding our stock or if our operating results do not meet their expectations, our stock price could decline.
These efforts may have adverse consequences, including, but not limited to: ​ · restricting our ability to access capital and financial markets in the future; · reducing the demand and price for our equity securities; · increasing the cost of borrowing; · causing a decline in our credit ratings; · reducing the availability, and/or increasing the cost of, third-party insurance; · increasing our retention of risk through self-insurance; · making it more difficult to obtain surety bonds, letters of credit, bank guarantees or other financing; and · limiting our flexibility in business development activities such as mergers, acquisitions and divestitures.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeSummary of Mineral Reserves at the end of Fiscal Year ended December 31, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Proven Mineral Reserves ​ Probable Mineral Reserves ​ Proven + Probable Mineral Reserves ​ ​ ​ ​ Coal Quality (Dry Basis) Raw ​ ​ ​ Coal Quality (Dry Basis) Raw ​ ​ ​ Coal Quality (Dry Basis) Raw ​ Amount (000 Tons) Ash (%) Relative Density (Lbs./Cu.Ft.) Amount (000 Tons) Ash (%) Relative Density (Lbs./Cu.Ft.) Amount (000 Tons) Ash (%) Relative Density (Lbs./Cu.Ft.) Area ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Berwind Complex ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Berwind No. 1 Deep Mine ​ 16,645 ​ 23.70 ​ 92.82 ​ 26 ​ 23.70 ​ 92.82 ​ 16,671 ​ 23.70 ​ 92.82 Laurel Fork Deep Mine ​ 6,015 ​ 10.60 ​ 84.32 ​ 22 ​ 10.60 ​ 84.32 ​ 6,037 ​ 10.60 ​ 84.32 Triple S Highwall Mine ​ 141 ​ 11.10 ​ 84.89 ​ 37 ​ 11.10 ​ 84.89 ​ 178 ​ 11.10 ​ 84.89 Triad No. 2 Deep Mine ​ 129 ​ 40.10 ​ 103.02 ​ — ​ — ​ — ​ 129 ​ 40.10 ​ 103.02 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Knox Creek Complex ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Big Creek Surface and Highwall Mine ​ 132 ​ 19.00 ​ 89.72 ​ — ​ — ​ — ​ 132 ​ 19.00 ​ 89.72 Big Creek Jawbone 1 Deep Mine ​ 396 ​ 30.60 ​ 97.38 ​ — ​ — ​ — ​ 396 ​ 30.60 ​ 97.38 Knox Creek Tiller Deep Mine ​ 6,362 ​ 16.10 ​ 88.05 ​ — ​ — ​ — ​ 6,362 ​ 16.10 ​ 88.05 Kennedy No. 3 Deep Mine ​ 720 ​ 13.60 ​ 86.48 ​ — ​ — ​ — ​ 720 ​ 13.60 ​ 86.48 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Elk Creek Complex ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Ram Surface and Highwall Mine ​ 1,220 ​ 17.68 ​ 88.72 ​ 10 ​ 17.68 ​ 88.72 ​ 1,230 ​ 17.68 ​ 88.72 Ram Surface 3 and Highwall Mine ​ 2,760 ​ 15.79 ​ 87.83 ​ 440 ​ 15.79 ​ 87.83 ​ 3,200 ​ 15.79 ​ 87.83 Crucible Deep ​ 3,908 ​ 10.38 ​ 84.11 ​ 645 ​ 10.38 ​ 84.11 ​ 4,553 ​ 10.38 ​ 84.11 Stonecoal No. 2 Alma Deep Mine ​ 4,535 ​ 24.32 ​ 88.49 ​ 60 ​ 24.32 ​ 88.49 ​ 4,595 ​ 24.32 ​ 88.49 Michael Powellton Mine ​ 971 ​ 40.70 ​ 103.20 ​ 56 ​ 40.70 ​ 103.20 ​ 1,027 ​ 40.70 ​ 103.20 Rockhouse Eagle Deep Mine ​ 1,426 ​ 15.79 ​ 87.45 ​ 495 ​ 15.79 ​ 87.45 ​ 1,921 ​ 15.79 ​ 87.45 No. 2 Gas Deep Mine ​ 3,623 ​ 22.30 ​ 91.40 ​ 112 ​ 22.30 ​ 91.40 ​ 3,735 ​ 22.30 ​ 91.40 Eight-Kay ​ 1,390 ​ 12.32 ​ 85.73 ​ 240 ​ 12.32 ​ 85.73 ​ 1,630 ​ 12.32 ​ 85.73 Bens Creek Deep Mine ​ 1,670 ​ 28.56 ​ 95.84 ​ 170 ​ 28.56 ​ 95.84 ​ 1,840 ​ 28.56 ​ 95.84 Glen Alum Tunnel #1 Deep Mine ​ 2,380 ​ 5.94 ​ 81.78 ​ 2,190 ​ 5.94 ​ 81.78 ​ 4,570 ​ 5.94 ​ 81.78 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Grand Total ​ 54,423 ​ ​ ​ ​ ​ 4,503 ​ ​ ​ ​ ​ 58,926 ​ ​ ​ ​ ​ Notes: ● Clean recoverable reserve tonnage based on underground mining recovery of 50 to 80 percent (contingent upon retreat mining capability), 90 percent for surface mining, 40 percent for highwall mining, theoretical preparation plant yield, and a 95 percent preparation plant efficiency. ● Numbers in the table have been rounded to reflect the accuracy of the estimate and may not sum due to rounding. ● Mineral Reserves are reported exclusive of Mineral Resources. ​ Our coal resource and reserve estimates at December 31, 2023, were prepared by a qualified person (“QP”) and have a basis in periodic, historical reserve studies completed by third-party geological engineering firms.
Biggest changeSummary of Mineral Reserves at the end of Fiscal Year ended December 31, 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Clean Recoverable Reserves (000 tons) ​ Average Coal Quality (Raw Dry Basis) ​ Proven Probable Total Ash (%) Relative Density (Lbs./Cu.Ft.) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Berwind Complex ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Berwind No. 1 Deep Mine - Pocahontas 4 ​ 16,046 ​ 26 ​ 16,072 ​ 23.70 ​ 92.82 Laurel Fork Deep Mine - Pocahontas 3 ​ 2,454 ​ - ​ 2,454 ​ 10.60 ​ 84.32 Triple S Highwall Mine - Pocahontas 5 ​ 141 ​ 37 ​ 178 ​ 11.10 ​ 84.89 Berwind Complex Total ​ 18,641 ​ 63 ​ 18,704 ​ 20.26 ​ 89.93 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Knox Creek Complex ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Big Creek Surface and Highwall Mine - Tiller 1-2 ​ 120 ​ - ​ 120 ​ 19.09 ​ 89.75 Big Creek Jawbone 1 Deep Mine ​ - ​ - ​ - ​ 30.60 ​ 97.38 Knox Creek Tiller Deep Mine - Jawbone 3 ​ 6,362 ​ - ​ 6,362 ​ 16.10 ​ 88.05 Kennedy No. 2 Deep Mine ​ 720 ​ - ​ 720 ​ 13.60 ​ 86.48 Knox Creek Complex Total ​ 7,202 ​ - ​ 7,202 ​ 16.69 ​ 88.43 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Elk Creek Complex ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Ram Surface No. 1 and Highwall Mine ​ 1,164 ​ - ​ 1,164 ​ 17.68 ​ 88.72 Ram Surface No. 3 and Highwall Mine ​ 2,628 ​ 440 ​ 3,068 ​ 15.79 ​ 87.83 Crucible Deep ​ 3,635 ​ 645 ​ 4,280 ​ 10.38 ​ 84.11 Stonecoal No. 2 Alma Deep Mine ​ 5,588 ​ 60 ​ 5,648 ​ 24.32 ​ 88.49 Michael Powellton Mine ​ 1,352 ​ 45 ​ 1,397 ​ 40.70 ​ 103.20 Rockhouse Eagle Deep Mine ​ 1,163 ​ 345 ​ 1,508 ​ 18.55 ​ 88.61 No. 2 Gas Deep Mine ​ 3,767 ​ 112 ​ 3,879 ​ 22.30 ​ 91.40 Eight-Kay ​ 1,390 ​ 240 ​ 1,630 ​ 12.32 ​ 85.73 Bens Creek Deep Mine ​ 1,670 ​ 170 ​ 1,840 ​ 28.56 ​ 95.84 Glen Alum Tunnel #1 Deep Mine ​ 2,380 ​ 2,190 ​ 4,570 ​ 5.94 ​ 81.78 Elk Creek Complex Total ​ 24,737 ​ 4,247 ​ 28,984 ​ 17.29 ​ 87.86 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Maben Complex ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Maben Surface and Highwall ​ 1,929 ​ 20 ​ 1,949 ​ 12.20 ​ 82.87 Crystal Beckley Deep Mine ​ 2,161 ​ 18 ​ 2,179 ​ 15.40 ​ 89.17 Slick Rock Sewell Deep Mine ​ 3,007 ​ - ​ 3,007 ​ 12.20 ​ 82.87 Allen Creek No. 1 Mine ​ 4,402 ​ - ​ 4,402 ​ 22.20 ​ 91.73 Maben Complex Total ​ 11,499 ​ 38 ​ 11,537 ​ 16.62 ​ 87.98 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Grand Total ​ 62,079 ​ 4,348 ​ 66,427 ​ ​ ​ ​ ​ Notes: ● Clean recoverable reserve tonnage based on underground mining recovery of 50 to 80 percent (contingent upon retreat mining capability), 90 percent for surface mining, 40 percent for highwall mining, theoretical preparation plant yield, and a 95 percent preparation plant efficiency. ● Mineral Reserves estimated for the Berwind Complex are based primarily on metallurgical low and mid-volatile coal realizing a sales price of $169 per ton at a cash cost of $101 per clean ton (FOB Mine), primarily metallurgical mid and high-volatile coal at the Knox Creek Complex realizing a sales price of $184 per ton and cash cost of $99 per clean ton (FOB mine), primarily metallurgical high-volatile A and high-volatile B coal at the Elk Creek Complex realizing a sales price of $131 per ton at a cash cost of $77 per clean ton (FOB Mine), and primarily metallurgical low-volatile coal at the Maben Complex realizing a sales price of $153 per ton and a cash cost of $116 per clean ton (FOB mine) based on their respective TRS reports, which can be found in the Exhibits. ● Numbers in the table have been rounded to reflect the accuracy of the estimate and may not sum due to rounding. ● Mineral Reserves are reported exclusive of Mineral Resources. ​ Our coal resource and reserve estimates at December 31, 2024, were prepared by a qualified person (“QP”) and have a basis in periodic, historical reserve studies completed by third-party geological engineering firms.
Historically, the market for metallurgical coal from the Berwind Complex has been for both domestic metallurgical coal consumers and the global seaborne metallurgical coal market. ​ We are unaware of any significant encumbrances to the Berwind Complex, including current and future permitting requirements and associated timelines, permit conditions, and violations and fines. ​ Knox Creek Complex ​ The Knox Creek Complex consists of two general properties or areas as follows: ● Big Creek Property; and ● Knox Creek Property ​ The Knox Creek Complex is located approximately 80 miles south of Charleston, West Virginia; 100 miles west of Roanoke, Virginia; 60 miles northeast of Kingsport, Tennessee; and 160 miles east/southeast of Lexington, Kentucky at N 37.164522, W 81.744893.
Historically, the market for metallurgical coal from the Berwind Complex has been for both domestic metallurgical coal consumers and the global seaborne metallurgical coal market. ​ We are unaware of any significant encumbrances to the Berwind Complex, including current and future permitting requirements and associated timelines, permit conditions, and violations and fines. ​ Knox Creek Complex ​ The Knox Creek Complex consists of two general properties or areas as follows: ● Big Creek Property ● Knox Creek Property ​ The Knox Creek Complex is located approximately 80 miles south of Charleston, West Virginia; 100 miles west of Roanoke, Virginia; 60 miles northeast of Kingsport, Tennessee; and 160 miles east/southeast of Lexington, Kentucky at N 37.164522, W 81.744893.
See “Item 1A “Risk Factors” ​ The information that follows relating to the Elk Creek Complex, Berwind Complex, and Knox Creek Complex is derived, for the most part, from, and in some instances is an extract from, the technical report summaries (“TRS”) relating to such properties prepared in compliance with the Item 601(b)(96) and subpart 1300 of Regulation S-K.
See “Item 1A “Risk Factors” ​ The information that follows relating to the Elk Creek Complex, Berwind Complex, Knox Creek Complex, and Maben Complex is derived, for the most part, from, and in some instances is an extract from, the technical report summaries (“TRS”) relating to such properties prepared in compliance with the Item 601(b)(96) and subpart 1300 of Regulation S-K.
The most recent studies of our coal reserves for the Elk Creek Complex, Berwind Complex, and Knox Creek Complex were prepared by an independent engineering firm, Weir International, Inc. (“Weir”). In periods between third party updates, we update reserves utilizing our internal staff of engineers and geologists based on production data.
The most recent studies of our coal reserves for the Elk Creek Complex, Berwind Complex, Knox Creek Complex, and Maben Complex were prepared by an independent engineering firm, Weir International, Inc. (“Weir”). In periods between third party updates, we update reserves utilizing our internal staff of engineers and geologists based on production data.
Mining within the Knox Creek Complex likely began in the early-1900s and there have been many different mine operators both large and small in the region since then. 64 Table of Contents ​ The Knox Creek Complex consists of approximately 64,050 acres of owned and leased coal holdings.
Mining within the Knox Creek Complex likely began in the early-1900s and there have been many different mine operators both large and small in the region since then. ​ 69 Table of Contents The Knox Creek Complex consists of approximately 64,050 acres of owned and leased coal holdings.
Weir also conducted mining integrity checks to ensure each reserve area is minable. ​ 67 Table of Contents In determining whether our reserves meet this standard, we take into account, among other things, our potential ability to obtain a mining permit, the possible necessity of revising a mining plan, changes in estimated future costs, changes in future cash flows caused by changes in costs required to be incurred to meet regulatory requirements and obtaining or renewing mining permits, variations in quantity and quality of coal, and varying levels of demand and their effects on selling prices.
Weir also conducted mining integrity checks to ensure each reserve area is minable. ​ In determining whether our reserves meet this standard, we take into account, among other things, our potential ability to obtain a mining permit, the possible necessity of revising a mining plan, changes in estimated future costs, changes in future cash flows caused by changes in costs required to be incurred to meet regulatory requirements and obtaining or renewing mining permits, variations in quantity and quality of coal, and varying levels of demand and their effects on selling prices.
Contour mining has an average mining recovery of approximately 90 percent, and the highwall mine has an average mining recovery of approximately 40 percent. ​ The Berwind Complex is mining several seams and seam splits, including the Pocahontas 6, Pocahontas 5, Pocahontas 4 and Pocahontas 3 seams, in descending stratigraphic order. ​ Active Mines: ● Laurel Fork Pocahontas 3 Deep Mine ● Triad No. 2 Deep Mine ● Berwind No. 1 Pocahontas 4 Deep Mine ​ Permitted Mines: ● Squire Jim No. 1 Deep Mine, permitted but not planned for startup ​ The current Berwind Complex Life-of-Mine (LOM) Plan projects mining through 2049, an expected mine life for the complex of 20+ years.
Contour mining has an average mining recovery of approximately 90 percent, and the highwall mine has an average mining recovery of approximately 40 percent. ​ The Berwind Complex is mining several seams and seam splits, including the Pocahontas 6, Pocahontas 5, Pocahontas 4 and Pocahontas 3 seams, in descending stratigraphic order. ​ Active Mines: ● Laurel Fork Pocahontas 3 Deep Mine ● Berwind No. 1 Pocahontas 4 Deep Mine ​ Permitted Mines: ● Squire Jim No. 1 Deep Mine, permitted but not planned for startup ​ The current Berwind Complex Life-of-Mine (LOM) Plan projects mining through 2049, an expected mine life for the complex of over 20 years.
Weir served as the QP and prepared the estimates of mineral resources and mineral reserves at the Berwind Complex, Knox Creek Complex, and Elk Creek Complex. Since a material change has not occurred from the last TRS filed for each complex, the previous years’ TRSs have not been updated.
Weir served as the QP and prepared the estimates of mineral resources and mineral reserves at the Berwind Complex, Knox Creek Complex, Elk Creek Complex, and Maben Complex. Since a material change has not occurred from the last TRS filed for each of the Berwind, Knox Creek, and Elk Creek complexes, the previous years’ TRSs have not been updated.
The exploration target therefore does not represent, and should not be construed to be, an estimate of a mineral resource or mineral reserve as such terms are used in subpart 1300 of Regulation S-K. 68 Table of Contents ​ Internal Controls ​ In our exploration and mineral resource and reserve estimation efforts, we utilize a certified American National Standards Institute third-party laboratory, which has in-house quality control and assurance procedures.
The exploration target therefore does not represent, and should not be construed to be, an estimate of a mineral resource or mineral reserve as such terms are used in subpart 1300 of Regulation S-K. ​ Internal Controls ​ In our exploration and mineral resource and reserve estimation efforts, we utilize a certified American National Standards Institute third-party laboratory, which has in-house quality control and assurance procedures.
Contour mining has an average mining recovery of approximately 90 percent, and the highwall mines have an average mining recovery of approximately 40 percent. ​ The Elk Creek Complex is mining several seams and seam splits, including the Chilton A, Upper Dorothy, Upper Dorothy 2, 3, and 4, Middle Dorothy, Lower Dorothy, Upper Cedar Grove, Lower Cedar Grove A, Lower Cedar Grove B, Lower Cedar Grove C, Upper Alma, Lower Alma, Powellton, Eagle, and No. 2 Gas seams, in descending stratigraphic order. ​ Currently, there are six active mines within the complex: ● Ram No. 1 Surface and Highwall Mine; ● Stonecoal No. 2 Alma Deep Mine; ● Rockhouse Eagle Deep Mine; ● No. 2 Gas Deep Mine; ● Michael Powellton Deep Mine; and ● Crucible Deep Mine Lower Cedar Grove B and C seams ​ There are three planned and permitted mines within the complex: ● Ram No. 3 Surface and Highwall Mine, scheduled for 2024 startup ● Ram No. 2 Surface and Highwall Mine (which is the extension of Ram No. 1 above), scheduled for late 2024 startup; and ● Glen Alum Tunnel #1 Deep Mine, scheduled for 2027 startup. ​ There are two permitted inactive mines, the Eight-Kay Deep Mine that is projected to start in 2027 as well as the Monarch Deep Mine that is scheduled to start in 2026.
Contour mining has an average mining recovery of approximately 90 percent, and the highwall mines have an average mining recovery of approximately 40 percent. ​ The Elk Creek Complex is mining several seams and seam splits, including the Chilton A, Upper Dorothy, Upper Dorothy 2, 3, and 4, Middle Dorothy, Lower Dorothy, Upper Cedar Grove, Lower Cedar Grove A, Lower Cedar Grove B, Lower Cedar Grove C, Upper Alma, Lower Alma, Powellton, Eagle, and No. 2 Gas seams, in descending stratigraphic order. ​ Currently, there are seven active mines within the complex: ● Ram No. 1 Surface and Highwall Mine ● Ram No. 3 Surface and Highwall Mine ● Stonecoal No. 2 Alma Deep Mine ● Rockhouse Eagle Deep Mine ● No. 2 Gas Deep Mine ● Michael Powellton Deep Mine ● Crucible Deep Mine Lower Cedar Grove B and C seams ​ There are two planned and permitted mines within the complex: ● Ram No. 2 Surface and Highwall Mine (which is the extension of Ram No. 1 above), scheduled for late 2025 startup ● Glen Alum Tunnel #1 Deep Mine, scheduled for 2027 startup ​ There are two permitted inactive mines, the Eight-Kay Deep Mine that is projected to start in 2027 as well as the Monarch Deep Mine that is scheduled to start in 2026.
Within the Knox Creek Complex controlled coal holdings, 5,370 acres lie in McDowell County, West Virginia. The Knox Creek Complex is in the production stage and currently has two active mines and two planned and permitted mines. There are no active or planned West Virginia mines currently within the Knox Creek Complex.
Within the Knox Creek Complex controlled coal holdings, 5,370 acres lie in McDowell County, West Virginia. The Knox Creek Complex is in the production stage and currently has one active mine and two planned and permitted mines. There are no active or planned West Virginia mines currently within the Knox Creek Complex.
“Business - Our Projects” for additional information about our mining operations and CORE initiatives. ​ We hold numerous environmental and mineral extraction permits, water rights and other permits, licenses and approvals from governmental authorities authorizing operations at each of our facilities.
“Business - Our Projects” for additional information about our mining operations and Wyoming initiatives. ​ We hold numerous environmental and mineral extraction permits, water rights and other permits, licenses and approvals from governmental authorities authorizing operations at each of our facilities.
The reserves in this Annual Report are classified by reliability or accuracy in decreasing order of geological assurance as Proven (Measured) and Probable (Indicated). ​ Summaries of the mineral resources and mineral reserves as of December 31, 2023 and December 31, 2022 are shown below.
The reserves in this Annual Report are classified by reliability or accuracy in decreasing order of geological assurance as Proven (Measured) and Probable (Indicated). ​ Summaries of the mineral resources and mineral reserves as of December 31, 2024 and December 31, 2023 are shown below.
The mining operations for the Elk Creek, Berwind, and Knox Creek complexes are material to our business and are further described below. ​ ​ ​ ​ ​ ​ 61 Table of Contents Elk Creek Complex ​ The Elk Creek Complex is located approximately 45 miles south of Charleston, West Virginia, in Logan, Wyoming, and Mingo Counties at N 37.698718, W 81.778297.
The mining operations for the Elk Creek, Berwind, Knox Creek, and Maben complexes are material to our business and are further described below. ​ ​ ​ ​ ​ ​ 66 Table of Contents Elk Creek Complex ​ The Elk Creek Complex is located approximately 45 miles south of Charleston, West Virginia, in Logan, Wyoming, and Mingo Counties at N 37.698718, W 81.778297.
Our coal resource and reserve estimates are based on data obtained from our drilling activities and other available geologic data. Acquisitions or sales of coal properties will change these estimates. Changes in mining methods or the utilization of new technologies may increase or decrease the recovery basis for a coal seam.
Our coal resource 73 Table of Contents and reserve estimates are based on data obtained from our drilling activities and other available geologic data. Acquisitions or sales of coal properties will change these estimates. Changes in mining methods or the utilization of new technologies may increase or decrease the recovery basis for a coal seam.
The aggregate annual production for our properties during the three most recently completed fiscal years are as follows: 3.2 million tons for fiscal year 2023, 2.7 million tons for fiscal year 2022, and 2.2 million tons for fiscal year 2021.
The aggregate annual production for our properties during the three most recently completed fiscal years are as follows: 3.7 million tons for fiscal year 2024, 3.2 million tons for fiscal year 2023, and 2.7 million tons for fiscal year 2022.
Ramaco obtained its initial lease for this property in 2015 and commenced mine operations in 2017. The Berwind Complex is in the production stage and currently has three active mines.
Ramaco obtained its initial lease for this property in 2015 and commenced mine operations in 2017. The Berwind Complex is in the production stage and currently has two active mines.
The three mines that were active at December 31, 2023 are underground room and pillar mines, which use continuous miners for mine development. ​ Ramaco started operations at the Berwind Pocahontas 4 Deep Mine in 2017 and idled the mine in mid-July 2022 due to an ignition that an investigation by the Mine Safety and Health Administration (MSHA) suggests was 63 Table of Contents caused by lightning that struck a pilot hole for a new shaft.
The mines that were active at December 31, 2024 are underground room and pillar mines, which use continuous miners for mine development. ​ Ramaco started operations at the Berwind Pocahontas 4 Deep Mine in 2017 and idled the mine in mid-July 2022 due to an ignition that an investigation by the Mine Safety and Health Administration (MSHA) suggests was 68 Table of Contents caused by lightning that struck a pilot hole for a new shaft.
The Knox Creek Preparation Plant, built in 1981 by Powell Construction Company located in Johnson City, Tennessee, is a well designed and constructed preparation plant, with ROM processing capacity of 750 tons per hour. ​ The gross book value of the Knox Creek Complex property and its associated plant and equipment was $47 million as of December 31, 2023.
The Knox Creek Preparation Plant, built in 1981 by Powell Construction Company located in Johnson City, Tennessee, is a well designed and constructed preparation plant, with ROM processing capacity of 750 tons per hour. ​ The gross book value of the Knox Creek Complex property and its associated plant and equipment was $34 million as of December 31, 2024.
Ramaco refurbished the preparation plant in 2021 and 2022 based on a design by Ramsey Industrial, with a current ROM processing capacity of 600 tons per hour. ​ The gross book value of the Berwind Complex property and its associated plant and equipment was $155 million as of December 31, 2023.
Ramaco refurbished the preparation plant in 2021 and 2022 based on a design by Ramsey Industrial, with a current ROM processing capacity of 600 tons per hour. ​ The gross book value of the Berwind Complex property and its associated plant and equipment was $178 million as of December 31, 2024.
Within the Elk Creek Complex controlled coal holdings, 16,000 acres lie in Logan County, 2,800 acres in Wyoming County and 1,400 acres in Mingo County. The Elk Creek Complex is in the production stage and currently has six active mines, three planned and permitted mines, one permitted inactive mine, and one planned but not permitted mine.
Within the Elk Creek Complex controlled coal holdings, 16,000 acres lie in Logan County, 2,800 acres in Wyoming County and 1,400 acres in Mingo County. The Elk Creek Complex is in the production stage and currently has seven active mines, two planned and permitted mines, two permitted inactive mines, and one planned but not permitted mine.
Reference should be made to the full text of the TRSs, incorporated herein by reference and made a part of this Annual Report. ​ 59 Table of Contents Item 2 Properties, Figure 1 below shows the location of our mining properties and offices as of December 31, 2023: ​ 60 Table of Contents At December 31, 2023, we had five mining properties, as summarized in the table below (tons produced in 000s), excluding the Brook Mine property: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Clean Tons ​ Clean Tons ​ Clean Tons ​ ​ ​ ​ ​ ​ ​ ​ ​ Controlled ​ ​ ​ ​ ​ Produced ​ Produced ​ Produced ​ ​ ​ ​ ​ Processing Facilities - ​ Location Acres Yrs Stage ​ 2021 ​ 2022 ​ 2023 Mine Type Quality Transportation Elk Creek Complex Logan, Wyoming, and Mingo Counties, WV 20,200 ​ 20+ ​ Production ​ 1,981 ​ 2,033 ​ 2,031 ​ Underground, Highwall, Surface High Volatile A, A/B, B Elk Creek Preparation Plant - CSX RR, Truck Berwind Complex McDowell County, WV, Buchanan and Tazewell Counties, VA 62,500 ​ 20+ ​ Production ​ 180 ​ 416 ​ 601 ​ Underground, Highwall, Surface Low and Mid Volatile Berwind Preparation Plant - Truck, Norfolk Southern RR Knox Creek Complex ​ McDowell County, WV, Buchanan, Russell, and Tazewell Counties, VA ​ 64,050 ​ 15 ​ Production ​ 45 ​ 235 ​ 370 ​ Underground, Highwall, Surface ​ Mid and High Volatile A ​ Knox Creek Preparation Plant - Truck, Norfolk Southern RR Maben Complex ​ Wyoming and Raleigh Counties, WV ​ 28,000 ​ 18 ​ Production ​ — ​ — ​ 172 ​ Underground, Highwall, Surface ​ Low Volatile ​ Berwind Preparation Plant - Truck, Norfolk Southern RR RAM Mine Washington County, PA 1,567 ​ n/a ​ Commercial Development or Other ​ — ​ — ​ — ​ Underground High Volatile C Truck, Barge Total 176,317 ​ ​ 2,206 ​ 2,684 ​ 3,174 ​ ​ At December 31, 2023, we owned or controlled, primarily through long-term leases, approximately 174,750 acres of coal in Virginia and West Virginia and 1,567 acres of coal in Pennsylvania.
Reference should be made to the full text of the TRSs, incorporated herein by reference and made a part of this Annual Report. ​ 64 Table of Contents Item 2 Properties, Figure 1 below shows the location of our mining properties and offices as of December 31, 2024: ​ ​ ​ 65 Table of Contents At December 31, 2024, we had five mining properties, as summarized in the table below (tons produced in 000s), excluding the Brook Mine property: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Clean Tons ​ Clean Tons ​ Clean Tons ​ ​ ​ ​ ​ ​ ​ ​ ​ Controlled ​ ​ ​ ​ ​ ​ Produced ​ Produced ​ Produced ​ ​ ​ ​ ​ Processing Facilities - ​ Location Acres Yrs Stage ​ ​ 2022 ​ 2023 ​ 2024 Mine Type Quality Transportation Elk Creek Complex Logan, Wyoming, and Mingo Counties, WV 20,200 ​ 15 ​ Production ​ ​ 2,033 ​ 2,031 ​ 2,286 ​ Underground, Highwall, Surface High Volatile A, A/B, B Elk Creek Preparation Plant - CSX RR, Truck Berwind Complex McDowell County, WV, Buchanan and Tazewell Counties, VA 62,500 ​ 20+ ​ Production ​ ​ 416 ​ 601 ​ 794 ​ Underground, Highwall, Surface Low and Mid Volatile Berwind Preparation Plant - Truck, Norfolk Southern RR Knox Creek Complex ​ McDowell County, WV, Buchanan, Russell, and Tazewell Counties, VA ​ 64,050 ​ 12 ​ Production ​ ​ 235 ​ 370 ​ 326 ​ Underground, Highwall, Surface ​ Mid and High Volatile A ​ Knox Creek Preparation Plant - Truck, Norfolk Southern RR Maben Complex ​ Wyoming and Raleigh Counties, WV ​ 28,000 ​ 15 ​ Production ​ ​ — ​ 172 ​ 265 ​ Underground, Highwall, Surface ​ Low Volatile ​ Maben Preparation Plant - Truck, Norfolk Southern RR RAM Mine Washington County, PA 1,567 ​ n/a ​ Commercial Development or Other ​ ​ — ​ — ​ — ​ Underground High Volatile C Truck, Barge Total 176,317 ​ ​ ​ 2,684 ​ 3,174 ​ 3,671 ​ ​ At December 31, 2024, we owned or controlled, primarily through long-term leases, approximately 174,750 acres of coal in Virginia and West Virginia and 1,567 acres of coal in Pennsylvania.
The responsibility for managing and assessing material risks from cybersecurity threats lies with the Company’s IT Steering Committee, which is made up of five members of senior management having legal or corporate finance backgrounds.
The responsibility for managing and assessing material risks from cybersecurity threats lies with the Company’s IT Steering Committee, which met five times during 2024. The IT Steering Committee is made up of five members of senior management having legal or corporate finance backgrounds.
The five planned and/or permitted mines include two contour surface mine developing areas for a highwall miner, and three underground room and pillar mines, which use continuous miners for mine development. Ramaco began production of metallurgical coal at the complex in 2016.
The four planned and/or permitted mines include one contour surface mine developing area for a highwall miner, and three underground room and pillar mines, which use continuous miners for mine development. Ramaco began production of metallurgical coal at the complex in 2016.
However, it is likely future mines will be planned and scheduled, as necessary, from resource areas within the complex, to meet internal Ramaco production goals aligned with market conditions. ​ All Run-of-Mine (ROM) coal is washed at the Berwind Preparation Plant with no planned direct shipment coal. The Berwind Preparation Plant was initially built in 1955 and commissioned in 1957.
However, it is likely that future mines will be planned and scheduled, as necessary, from resource areas within the complex, to meet internal Ramaco production goals aligned with market conditions. ​ All Run-of-Mine (ROM) coal is washed at the Berwind Preparation Plant with no planned direct shipment coal.
Production at the Berwind No. 1 Deep Mine restarted in the first quarter of 2023. ​ A majority of the underground mines implement retreat mining, which typically results in mining recovery of greater than 80 percent.
Production at the Berwind No. 1 Deep Mine restarted in the first quarter of 2023. The Company continues to increase production at the main Berwind low-volatile mine. A majority of the underground mines implement retreat mining, which typically results in mining recovery of greater than 80 percent.
At the surface mine, contour mining has an average mining recovery of approximately 90 percent, and highwall mining has an average mining recovery of approximately 40 percent. ​ The Knox Creek Complex is mining or plans to mine several seams and seam splits, including the Jawbone, Kennedy and Tiller seams. ​ Active Mines: ● Big Creek Jawbone No. 1 Deep Mine ● Big Creek Surface and Highwall Mine ​ Planned and Permitted Mines: ● Knox Creek Tiller Deep Mine, scheduled for 2026 startup ● Kennedy No. 3 Deep Mine, scheduled for 2026 startup ​ The current Knox Creek Complex Life-of-Mine (LOM) Plan projects mining through 2037, an expected mine life for the complex of 15 years.
At the surface mine, contour mining has an average mining recovery of approximately 90 percent, and highwall mining has an average mining recovery of approximately 40 percent. ​ The Knox Creek Complex is mining or plans to mine several seams and seam splits, including the Jawbone, Kennedy and Tiller seams. ​ Active Mine: ● Big Creek Surface and Highwall Mine ​ Planned and Permitted Mines: ● Knox Creek Tiller Deep Mine, scheduled for 2029 startup ● Kennedy No. 3 Deep Mine, scheduled for 2029 startup ​ Closed Mines: ● Big Creek Jawbone No. 1 Deep Mine was active during most of 2024, but was closed later in the year and is no longer active ​ The current Knox Creek Complex Life-of-Mine (LOM) Plan projects mining through 2037, an expected mine life for the complex of 12 years.
The Knox Creek Complex also sporadically produces a minimal quantity of thermal coal from the surface mine from oxidized zones. ​ We are unaware of any significant encumbrances to the Knox Creek Complex, including current and future permitting requirements and associated timelines, permit conditions, and violations and fines. ​ Other Properties ​ Refer to the discussion of our Maben Complex and our RAM Mine under Item 1.
The Knox Creek Complex also sporadically produces a minimal quantity of thermal coal from the surface mine from oxidized zones. ​ We are unaware of any significant encumbrances to the Knox Creek Complex, including current and future permitting requirements and associated timelines, permit conditions, and violations and fines. ​ Maben Complex ​ The Maben Complex is located approximately 52 miles south of Charleston, WV.
With the exception of the Ram No. 3 mine, all planned mines are subject to future Board approval. ​ The current Elk Creek Complex Life-of-Mine (“LOM”) Plan projects mining through 2040; an expected mine life for the complex of 17 years. ​ 62 Table of Contents All Run-of-Mine (“ROM”) coal is washed at the Elk Creek Preparation Plant.
With the exception of the Ram No. 2 mine, all planned mines are subject to future Board approval. ​ The current Elk Creek Complex Life-of-Mine (“LOM”) Plan projects mining through 2040; an expected mine life for the complex of 15 years.
“Business - Our Projects” for information about these properties, which are not included in the disclosures of mineral resources and reserves at December 31, 2023 to follow.
“Business - Our Projects” for information about this property, which is not included in the disclosures of mineral resources and reserves at December 31, 2024 to follow. ​ 71 Table of Contents Summary of Mineral Resources and Reserves ​ Summaries of mineral resources and reserves at our material properties as of December 31, 2024, are set forth in Tables 1 and 2. ​ Table 1.
Summary of Mineral Resources at the end of Fiscal Year ended December 31, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Measured Mineral Resources ​ Indicated Mineral Resources ​ Measured + Indicated Mineral Resources ​ Inferred Mineral Resources ​ ​ ​ ​ Coal Quality (Dry Basis) Raw ​ ​ ​ Coal Quality (Dry Basis) Raw ​ ​ ​ Coal Quality (Dry Basis) Raw ​ ​ ​ Coal Quality (Dry Basis) Raw ​ Amount (000 Tons) Ash (%) Relative Density (Lbs./Cu.Ft.) Amount (000 Tons) Ash (%) Relative Density (Lbs./Cu.Ft.) Amount (000 Tons) Ash (%) Relative Density (Lbs./Cu.Ft.) Amount (000 Tons) Ash (%) Relative Density (Lbs./Cu.Ft.) Area ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Berwind Complex ​ 558,581 ​ 20.41 ​ 91.06 ​ 70,375 ​ 20.41 ​ 91.06 ​ 628,956 ​ 20.41 ​ 91.06 ​ 4,495 ​ 20.41 ​ 91.06 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Knox Creek Complex ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Big Creek Property ​ 35,021 ​ 14.10 ​ 91.42 ​ — ​ — ​ — ​ 35,021 ​ 14.10 ​ 91.42 ​ — ​ — ​ — Knox Creek Property ​ 234,093 ​ 13.62 ​ 87.77 ​ 6,580 ​ 13.62 ​ 87.77 ​ 240,673 ​ 13.62 ​ 87.77 ​ — ​ — ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Elk Creek Complex ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Ram Surface ​ 96,776 ​ 15.42 ​ 88.42 ​ 12,626 ​ 15.42 ​ 88.42 ​ 109,402 ​ 15.42 ​ 88.42 ​ — ​ — ​ — Crucible Deep ​ 2,285 ​ 8.74 ​ 84.04 ​ 730 ​ 8.74 ​ 84.04 ​ 3,015 ​ 8.74 ​ 84.04 ​ — ​ — ​ — Stonecoal No. 2 Alma Deep Mine ​ 19,928 ​ 14.32 ​ 86.83 ​ 3,041 ​ 14.32 ​ 86.83 ​ 22,969 ​ 14.32 ​ 86.83 ​ — ​ — ​ — Rockhouse Eagle Deep Mine ​ 4,065 ​ 19.62 ​ 89.07 ​ 35 ​ 19.62 ​ 89.07 ​ 4,100 ​ 19.62 ​ 89.07 ​ — ​ — ​ — Moorfork Mine ​ 2,390 ​ 15.49 ​ 82.24 ​ 360 ​ 15.49 ​ 82.24 ​ 2,750 ​ 15.49 ​ 82.24 ​ — ​ — ​ — Bens Creek Deep Mine ​ 15,510 ​ 25.83 ​ 93.81 ​ 24,425 ​ 25.83 ​ 93.81 ​ 39,935 ​ 25.83 ​ 93.81 ​ — ​ — ​ — Lower War Eagle ​ 4,965 ​ 21.76 ​ 90.64 ​ 2,870 ​ 21.76 ​ 90.64 ​ 7,835 ​ 21.76 ​ 90.64 ​ 70 ​ 21.76 ​ 90.64 Glen Alum Tunnel #1 Deep Mine ​ 9,295 ​ 4.80 ​ 81.13 ​ 10,855 ​ 4.80 ​ 81.13 ​ 20,150 ​ 4.80 ​ 81.13 ​ 815 ​ 4.80 ​ 81.13 Gilbert Deep Mine ​ 2,085 ​ 23.56 ​ 92.66 ​ 2,565 ​ 23.56 ​ 92.66 ​ 4,650 ​ 23.56 ​ 92.66 ​ 85 ​ 23.56 ​ 92.66 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Grand Total ​ 984,994 ​ ​ ​ ​ ​ 134,462 ​ ​ ​ ​ ​ 1,119,456 ​ ​ ​ ​ ​ 5,465 ​ ​ ​ ​ ​ Notes: ● Mineral Resources reported above 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.
Summary of Mineral Resources at the end of Fiscal Year ended December 31, 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ In-Place Resources (000 Tons) ​ (000 Tons) ​ Coal Quality (Dry Basis) Raw ​ Measured Indicated Total Inferred Ash (%) Relative Density (Lbs./Cu.Ft.) Area ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Berwind Complex ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Red Ash 2 ​ 15,740 ​ - ​ 15,740 ​ - ​ 8.25 ​ 86.48 Tiller ​ 11,230 ​ - ​ 11,230 ​ - ​ 22.38 ​ 92.68 Greasy Creek 2 ​ 3,325 ​ - ​ 3,325 ​ - ​ 30.55 ​ 97.27 Pocahontas 11 ​ 8,030 ​ - ​ 8,030 ​ - ​ 22.64 ​ 91.73 Pocahontas 10 ​ 11,075 ​ - ​ 11,075 ​ - ​ 15.90 ​ 87.94 Pocahontas 9-2 ​ 33,226 ​ 45 ​ 33,271 ​ - ​ 17.00 ​ 86.95 Pocahontas 9-1 ​ 9,700 ​ 15,920 ​ 25,620 ​ 4,495 ​ 17.00 ​ 88.61 Pocahontas 6 ​ 8,303 ​ - ​ 8,303 ​ - ​ 38.10 ​ 101.74 Pocahontas 5 ​ 41,755 ​ 1,512 ​ 43,267 ​ - ​ 11.40 ​ 85.44 Pocahontas 4 ​ 50,233 ​ 6,683 ​ 56,916 ​ - ​ 18.20 ​ 88.96 Pocahontas 3 ​ 127,914 ​ 8,481 ​ 136,395 ​ - ​ 16.19 ​ 88.02 Squire Jim ​ 243,471 ​ 37,734 ​ 281,205 ​ - ​ 25.00 ​ 94.39 Berwind Complex Total ​ 564,002 ​ 70,375 ​ 634,377 ​ 4,495 ​ 20.41 ​ 91.06 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Knox Creek Complex ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Big Creek Property ​ 35,775 ​ - ​ 35,775 ​ - ​ 14.10 ​ 91.42 Knox Creek Property ​ 234,093 ​ 6,580 ​ 240,673 ​ - ​ 13.62 ​ 87.77 Knox Creek Complex Total ​ 269,868 ​ 6,580 ​ 276,448 ​ - ​ 13.68 ​ 88.28 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Elk Creek Complex ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Ram Surface ​ 96,776 ​ 12,626 ​ 109,402 ​ - ​ 15.42 ​ 88.42 Crucible Deep ​ 2,285 ​ 730 ​ 3,015 ​ - ​ 8.74 ​ 84.04 Stonecoal No. 2 Alma Deep Mine ​ 16,202 ​ 2,917 ​ 19,119 ​ - ​ 14.32 ​ 86.83 Rockhouse Eagle Deep Mine ​ 4,065 ​ 35 ​ 4,100 ​ - ​ 19.62 ​ 89.07 Moorfork Mine ​ 2,390 ​ 360 ​ 2,750 ​ - ​ 15.49 ​ 82.24 Bens Creek Deep Mine ​ 15,510 ​ 24,425 ​ 39,935 ​ - ​ 25.83 ​ 93.81 Lower War Eagle ​ 4,965 ​ 2,870 ​ 7,835 ​ 70 ​ 21.76 ​ 90.64 Glen Alum Tunnel #1 Deep Mine ​ 9,295 ​ 10,855 ​ 20,150 ​ 815 ​ 4.80 ​ 81.13 Gilbert Deep Mine ​ 2,085 ​ 2,565 ​ 4,650 ​ 85 ​ 23.56 ​ 92.66 Elk Creek Complex Total ​ 153,573 ​ 57,383 ​ 210,956 ​ 970 ​ 16.60 ​ 88.59 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Maben Complex ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Sewell ​ 13,336 ​ 1,153 ​ 14,489 ​ - ​ 12.20 ​ 85.61 Welch ​ 378 ​ - ​ 378 ​ - ​ N/A ​ 88.60 Little Raleigh ​ 748 ​ 273 ​ 1,021 ​ - ​ 43.95 ​ 105.42 Beckley ​ 43 ​ - ​ 43 ​ - ​ 9.82 ​ 84.13 Lower Beckley ​ 29,527 ​ - ​ 29,527 ​ - ​ 15.43 ​ 87.63 Fire Creek ​ 536 ​ 288 ​ 824 ​ - ​ N/A ​ 88.60 Pocahontas No. 9 ​ 1,042 ​ 51 ​ 1,093 ​ - ​ N/A ​ 88.60 Pocahontas No. 6 ​ 33,780 ​ 1,826 ​ 35,606 ​ - ​ 18.35 ​ 89.45 Pocahontas No. 4 ​ 51,732 ​ 2,175 ​ 53,907 ​ - ​ 24.99 ​ 93.59 Pocahontas No. 3 ​ 88,476 ​ 4,683 ​ 93,159 ​ - ​ 22.21 ​ 91.86 Maben Complex Total ​ 219,598 ​ 10,449 ​ 230,047 ​ - ​ 19.78 ​ 88.10 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Grand Total ​ 1,207,041 ​ 144,787 ​ 1,351,828 ​ 5,465 ​ ​ ​ ​ ​ Notes: ● Mineral Resources reported above 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.
Information regarding cybersecurity risks and mitigation efforts is reported periodically by the IT Steering Committee to the Company’s chief executive officer, chief financial officer, and Audit Committee.
The committee also includes one lead representative of the third-party IT management and security service providers utilized by the Company to mitigate cybersecurity risks as discussed above. Information regarding cybersecurity risks and mitigation efforts is reported periodically by the IT Steering Committee to the Company’s chief executive officer, chief financial officer, and Audit Committee.
These events are reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition, should they occur. Item 2.
A successful cyberattack could lead to theft of sensitive information, ransomware, destruction of data, or other issues causing financial, legal, or reputational damage. These 63 Table of Contents events are reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition, should they occur. Item 2.
Many of these leases provide for a royalty payment to the lessor based on a specific price per ton of coal extracted or as a percentage of coal sales revenue. We believe that all of our leases were entered into at market terms. ​ The Company leases office space in Lexington, Kentucky that serves as its executive headquarters.
Many of these leases provide for a royalty payment to the lessor based on a specific price per ton of coal extracted or as a percentage of coal sales revenue.
We completed the expansion in 2023, which raised the nameplate processing capacity to 1,050 raw tons per hour and our annual processing capacity from this complex to approximately three million tons per year. ​ We also began development work on additional low-cost, high-volatile underground and surface mines at Elk Creek.
We completed the expansion in 2023, which raised the nameplate processing capacity to 1,050 raw tons per hour and our annual processing capacity from this complex to approximately three million tons per year. ​ In order to utilize the increased capacity, we also completed development work on additional low-cost, high- volatile mines at Elk Creek during 2024, including the Ram 3 surface/highwall mine and the third section at the Stonecoal Alma mine, both of which were at full production by the end of the third quarter of 2024. ​ The gross book value of the Elk Creek Complex property and its associated plant and equipment was $331 million as of December 31, 2024.
Refer to Exhibit 96.1, 96.2, and 96.3 for access to the previous TRS for the Berwind Complex, Knox Creek Complex, and Elk Creek Complex, respectively. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, ​ Year ended December 31, ​ 2023 ​ 2022 (in millions) Measured + Indicated In-Place Resources Proven + Probable Clean Recoverable Reserves ​ Measured + Indicated In-Place Resources Proven + Probable Clean Recoverable Reserves ​ ​ ​ ​ ​ ​ ​ ​ ​ Area ​ ​ ​ ​ ​ ​ ​ ​ Berwind Complex 629 ​ 23 ​ 629 ​ 24 Knox Creek Complex ​ 275 ​ 8 ​ 301 ​ 8 Elk Creek Complex ​ 215 ​ 28 ​ 215 ​ 30 RAM Mine ​ — ​ — ​ 11 ​ — Total ​ 1,119 ​ 59 ​ 1,156 ​ 62 ​ Estimates of coal reserves and resources are updated annually to reflect changes resulting from active mine production, mine plan modifications, property acquisitions/sales, impacts of additional exploration drilling, and any other changes that impact remaining coal reserve and resource tonnage. ​ The combined proven and probable reserves at the Berwind, Knox Creek and Elk Creek complexes decreased by three million tons due to 2023 production.
Refer to Exhibit 96.4 for the TRS for the Maben Complex. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, ​ Year ended December 31, ​ 2024 ​ 2023 (in millions) Measured + Indicated In-Place Resources Proven + Probable Clean Recoverable Reserves ​ Measured + Indicated In-Place Resources Proven + Probable Clean Recoverable Reserves ​ ​ ​ ​ ​ ​ ​ ​ ​ Area ​ ​ ​ ​ ​ ​ ​ ​ Berwind Complex 634 ​ 19 ​ 629 ​ 23 Knox Creek Complex ​ 277 ​ 7 ​ 275 ​ 8 Elk Creek Complex ​ 211 ​ 29 ​ 215 ​ 28 Maben Complex ​ 230 ​ 11 ​ — ​ — Total ​ 1,352 ​ 66 ​ 1,119 ​ 59 ​ Estimates of coal reserves and resources are updated annually to reflect changes resulting from active mine production, mine plan modifications, property acquisitions/sales, impacts of additional exploration drilling, and any other changes that impact remaining coal reserve and resource tonnage. ​ The combined proven and probable reserves increased by 7 million tons and measured and indicated in-place resources increased by 233 million tons during 2024, both of which were driven by the completion of reserves and resources assessments for the first time for the Maben Complex. 74 Table of Contents ​ Key assumptions and parameters relating to the mineral resources and mineral reserves are discussed in sections 11 and 12, respectively, of each TRS. ​ Exploration Target ​ Brook Mine is an exploration property that includes three drillhole programs involving a total of 124 new core drillholes, targeting rare earth elements and critical minerals within the current Brook Mine permit area.
In addition, the Company owns office space in Charleston, West Virginia that serves as an operations center. The Company also owns offices in Sheridan, Wyoming. See Item 1.
We believe that all of our leases were entered into at market terms. ​ The Company leases office space in Lexington, Kentucky, which serves as our executive headquarters as well as Charleston, West Virgina, which serves as an operations center. The Company also owns offices in Sheridan, Wyoming. See Item 1.
Work is ongoing to evaluate the potential exploitation of these minerals within the current Brook Mine permit area. ​ There has been insufficient exploration of the Brook Mine to estimate a mineral resource and it is unclear, at present, whether further exploration will result in the estimation of a mineral resource.
The Company anticipates completing its techno-economic analysis of the overall commercial aspects of the potential opportunity in 2025 and anticipates beginning construction of a demonstration processing facility in mid to late 2025. ​ There has been insufficient analysis of the Brook Mine to estimate a mineral resource and it is unclear, at present, whether further exploration and analysis will result in the estimation of a mineral resource.
The Audit Committee is primarily responsible for the Board of Directors’ oversight of cybersecurity risks. 58 Table of Contents We have not experienced any cybersecurity incidents to date that have materially affected, or are reasonably likely to materially affect, the Company’s business strategy, results of operations, or financial condition.
We have not experienced any cybersecurity incidents to date that have materially affected, or are reasonably likely to materially affect, the Company’s business strategy, results of operations, or financial condition. However, cybersecurity threats are constantly evolving, and we may not be successful in preventing or mitigating a cybersecurity incident despite our efforts to protect against such risks.
There is no certainty that any part of the Mineral Resources estimated will be converted into Mineral Reserves. Mineral Resources reported here are exclusive of Mineral Reserves. ● Numbers in the table have been rounded to reflect the accuracy of the estimate and may not sum due to rounding. ​ 66 Table of Contents Table 2.
There is no certainty that any part of the Mineral Resources estimated will be converted into Mineral Reserves.
Specifically, targeting REEs has been completed within the current Brook Mine permit area. So far, the results of these drilling programs indicate elevated levels of REEs, along with significant concentrations of other critical elements such as Yttrium, Gallium, and Germanium.
So far, the results of these drilling programs and related chemical, metallurgical, and mineralogy testing, indicate elevated levels of rare earth elements neodymium, praseodymium, dysprosium, and terbium along with significant concentrations of critical minerals gallium, and germanium, and scandium.
The two active mines include one contour surface mine developing areas for a highwall miner, and one underground room and pillar mine, which uses continuous miners for mine development. ​ Ramaco began production of metallurgical coal at the complex in 2019. The underground mines will implement retreat mining, which typically results in mining recovery of 50 to 80 percent.
The underground mines will implement retreat mining, which typically results in mining recovery of 50 to 80 percent.
Removed
The committee also includes one lead representative of the third-party IT management and security service providers utilized by the Company to mitigate cybersecurity risks as discussed above. The IT Steering Committee met at least on a quarterly basis during 2023 and intends to meet monthly going forward.
Added
The Audit Committee is primarily responsible for the Board of Directors’ oversight of cybersecurity risks. The Company created and hired a new role in early 2025, Vice President of Information Technology and Cybersecurity, which is expected to enhance the management and oversight of cybersecurity.
Removed
However, cybersecurity threats are constantly evolving, and we may not be successful in preventing or mitigating a cybersecurity incident despite our efforts to protect against such risks. A successful cyberattack could lead to theft of sensitive information, ransomware, destruction of data, or other issues causing financial, legal, or reputational damage.
Added
However, it is likely that future mines will be planned and scheduled, as necessary, to meet our production goals aligned with market conditions. 67 Table of Contents ​ All Run-of-Mine (“ROM”) coal is washed at the Elk Creek Preparation Plant.
Removed
These mines began production during the second quarter of 2022 and reached full levels of productivity during 2023. Production increased at Elk Creek during 2023 commensurate with the increase in processing capacity discussed above. ​ The gross book value of the Elk Creek Complex property and its associated plant and equipment was $269 million as of December 31, 2023.
Added
The Berwind Preparation Plant was initially built in 1955 and commissioned in 1957.
Removed
Additional information regarding the acquisition of Maben can be found in Part II, Item 8, Note 4 of this report. ​ 65 Table of Contents Summary of Mineral Resources and Reserves ​ Summaries of mineral resources and reserves at our material properties as of December 31, 2023, are set forth in Tables 1 and 2. ​ Table 1.
Added
The single active mine is a contour surface mine developing areas for a highwall miner. The Company closed the Jawbone No. 1 Deep Mine during 2024, which was nearing end of mine life and experiencing higher cost production. ​ Ramaco began production of metallurgical coal at the complex in 2019.
Removed
Measured and indicated coal resources decreased by 37 million tons during 2023, approximately 25 million tons were due to property control changes (assignment of coal leases) at the Knox Creek Complex and 11 million tons were due to the permit denial at the RAM mine and our decision not to pursue an appeal. ​ Key assumptions and parameters relating to the mineral resources and mineral reserves are discussed in sections 11 and 12, respectively, of each TRS. ​ Exploration Target ​ Brook Mine is an exploration property that includes three drillhole programs involving a total of 123 new core drillholes.
Added
The complex includes areas in Wyoming and Raleigh County, West Virginia. ​ 70 Table of Contents The Maben Complex and surrounding area have an extensive history of coal mining, primarily by contour surface and underground mining methods.
Added
Mining within the area likely began in the early-1900s, and there have been many different mine operators both large and small in the region since then. The Maben Coal Company, unrelated to Ramaco, was one of the primary operators on the Maben property and in the region.
Added
Pocahontas Coal Company also had a presence in the region. ​ The Maben property consists of approximately 28,000 acres of controlled mineral rights acquired from the purchase of Maben Coal in the third quarter of 2022 from Appleton Coal, LLC.
Added
As part of the transaction, we assumed existing mining permits issued by the West Virginia Department of Environmental Protection, which authorizes mining by both surface and highwall mining methods as well as by underground methods.
Added
We also assumed issued permits covering an existing haul road, as well as an active refuse disposal area together with a preparation plant and unit train loadout, neither of which had been constructed at the closing date.
Added
During 2024, the Company completed the purchase of an existing coal preparation plant and relocated the plant to the Maben Complex, which was commissioned early in the fourth quarter. ​ The Maben Complex is in the production stage and currently has one active mine and three planned underground mines. ​ Active Mine: ● Maben Surface and Highwall Mine ​ Planned and Permitted Mines: ● Beckley Crystal Deep Mine, scheduled for 2026 startup ● Allen Creek Mine No. 1, scheduled for 2028 startup ​ Planned and Unpermitted Mine: ● Slick Rock Sewell Deep Mine, scheduled for late 2026 startup ​ The current expected mine life for the complex is 15 years; however, it is anticipated that future mines will be planned and scheduled, as necessary, from resource areas within the complex, to meet internal Ramaco production goals aligned with market conditions. ​ The gross book value of the Maben Complex property and its associated plant and equipment was $24 million as of December 31, 2024.
Added
The Maben Complex utilizes industry standard, modern surface and highwall mining equipment, processing equipment, and infrastructure that is in good operating condition and capable of meeting planned production requirements using prudent operating methods and operating schedules. ​ The Maben Complex produces high-quality, low-volatile metallurgical coal, which serves both domestic metallurgical coal consumers and the global seaborne metallurgical coal market. ​ We are unaware of any significant encumbrances to the Maben Complex, including current and future permitting requirements and associated timelines, permit conditions, and violations and fines. ​ Other Properties ​ Refer to the discussion of our RAM Mine under Item 1.
Added
Mineral Resources reported here are exclusive of Mineral Reserves. ● Resource probable economic mineability is based on underground minable resources with 2.0 feet minimum seam thickness, surface and highwall mines with 1.0 foot minimum seam thickness, area mining with a cutoff stripping ratio of 20:1, and primarily metallurgical 72 Table of Contents low and mid-volatile coal at the Berwind Complex realizing a sales price of $169 per ton at a cash cost of $101 per clean ton (FOB Mine), primarily metallurgical mid and high-volatile coal at the Knox Creek Complex realizing a sales price of $184 per ton and cash cost of $99 per clean ton (FOB Mine), primarily metallurgical high-volatile A and high-volatile B coal at the Elk Creek Complex realizing a sales price of $131 per ton at a cash cost of $77 per clean ton (FOB Mine), and primarily metallurgical low-volatile coal at the Maben Complex realizing a sales price of $153 per ton and cash cost of $116 per clean ton (FOB Mine) based on their respective TRS reports, which can be found in the Exhibits. ● Numbers in the table have been rounded to reflect the accuracy of the estimate and may not sum due to rounding. ​ Table 2.
Added
Refer to Exhibit 96.1, 96.2, and 96.3 for access to the previous TRS for the Berwind Complex, Knox Creek Complex, and Elk Creek Complex, respectively.
Added
Work is ongoing to evaluate the potential extraction of these resources within the current Brook Mine permit area and to conclude whether such activities would be commercially feasible.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeItem 4. Mine Safety Disclosures The information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Act and Item 104 of Regulation S-K is included in Exhibit 95.1 to this Annual Report. ​ ​ 69 Table of Contents PART II
Biggest changeItem 4. Mine Safety Disclosures The information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Act and Item 104 of Regulation S-K is included in Exhibit 95.1 to this Annual Report. 75 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeFor holders of Class B common stock, cash dividends were declared in the amount of $0.165 per share and $0.249 per share in the third and fourth quarter, respectively.
Biggest changeThe number of Class B common shares and units is determined based on the closing price of Class B stock on the record date for each non-cash dividend declared. Dividends to holders of Class A common stock were declared in the total amount of approximately $0.55 per share during 2024 ($0.1375 per quarter).
Stock repurchases . The Company routinely allows employees to surrender common stock that would be issuable upon the vesting or exercise of stock-based compensation awards to pay estimated taxes. The value of common stock surrendered by employees is determined based on the price of the Company’s common stock at the time of relinquishment.
The Company routinely allows employees to surrender common stock that would be issuable upon the vesting or exercise of stock-based compensation awards to pay estimated taxes. The value of common stock surrendered by employees is determined based on the price of the Company’s common stock at the time of relinquishment.
Market Information. Our Class A and Class B common stock are listed on the NASDAQ Global Select Market under the symbols “METC” and “METCB,” respectively, and our Notes are listed on the NASDAQ Global Select Market under the symbol “METCL.” Holders.
Market Information. Our Class A and Class B common stock are listed on the NASDAQ Global Select Market under the symbols “METC” and “METCB,” respectively.
Because many of our common shares are held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of stockholders represented by these holders of record. Dividends.
Because many of our common shares are held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of stockholders represented by these holders of record. Dividends. The Company declared a mix of cash and non-cash dividends to its shareholders during 2024.
As of the close of business on February 29, 2024, there were 87 holders of record of our Class A common stock and 76 holders of record of our Class B common stock.
As of the close of business on February 28, 2025, there were 72 holders of record of our Class A common stock and 75 holders of record of our Class B common stock.
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 without shareholder approval.
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 without shareholder approval. 76 Table of Contents Equity Compensation Plans . The Company does not have any non-stockholder approved equity compensation plans. Stock Repurchases .
In addition to the stock dividend discussed above, the Company declared $27.5 million of total cash dividends during 2023, which includes $5.6 million under the Company’s single class structure, $17.0 million to Class A shareholders, and $3.6 million to Class B shareholders as well as $1.2 million of forfeitable dividends subject to the vesting conditions of outstanding restricted stock units and performance stock units.
The Company declared $19.1 million of total cash dividends during 2024, which includes $12.1 million to Class A shareholders, and $6.2 million to Class B shareholders and $0.8 million of forfeitable dividends subject to the vesting conditions of outstanding restricted stock units and performance stock units.
In addition, the Company declared another quarterly cash dividend in February 2024, subsequent to the date of the financial statements, in the amount of $0.242 per share of Class B common stock. All cash dividends declared to date for Class B common stock were based on 20% of CORE royalty and infrastructure fees for the previous quarter.
Dividends to holders of Class B common stock were declared in the total amount of approximately $0.94 per share during 2024 ($0.22 - $0.24 per quarter). All dividends declared for holders of Class B common stock were based on 20% of CORE royalty and infrastructure fees for the previous quarter.
The Company anticipates declaring cash dividends on a quarterly basis at the newly approved amount; however, future declarations of dividends are subject to Board of Directors’ approval and may be adjusted as business needs or market conditions change.
The Company anticipates distributing quarterly dividends at similar per-share amounts in the future; however, it is currently unknown whether cash or non-cash dividends will be declared for Class A and Class B shareholders in future periods, as future declarations of dividends are subject to Board of Directors’ approval and may be adjusted as business needs or market conditions change.
There were no repurchases of common shares during the quarter or year ended December 31, 2023. 70 Table of Contents Item 6. [Reserved] ​
During the quarter and year ended December 31, 2024, there were no repurchases of common shares previously issued. Additional Information . Refer to Part II, Item 8, Note 9 for additional information related to stockholders’ equity matters. Item 6. [Reserved] ​
For holders of Class A common stock, including common stock reclassified to Class A common stock, cash dividends were declared quarterly in the amount of $0.125 per share with the exception of the final quarterly dividend, which was declared in the amount of $0.1375 per share.
Subsequent to the date of the financial statements, the Company declared an additional quarterly cash dividend for holders of Class B common stock in February 2025, in the amount of $0.1971 per share of Class B common stock, which is payable on March 14, 2025, to shareholders of record on February 28, 2025.
Removed
The Company anticipates continuing to declare quarterly cash dividends based on 20% of CORE royalty and infrastructure fees; however, future declarations of dividends are subject to the sole discretion of the Company’s Board of Directors.
Added
Our 9.00% Senior Notes due 2026 (the Senior Notes due 2026) and 8.375% Senior Notes due 2029 (the Senior Notes due 2029) are listed on the NASDAQ Global Select Market under the symbols “METCL” and “METCZ,” respectively. Holders.
Removed
In regard to stock dividends, such as the initial non-cash distribution of Class B common stock discussed above, there are currently no plans to declare additional dividends payable in stock. Equity Compensation Plans . The Company does not have any non-stockholder approved equity compensation plans. Refer to Part II, Item 8, Note 9 for the Company’s equity compensation plan information.
Added
During the fourth quarter of 2024, the Company declared $12.7 million of non-cash dividends to Class A shareholders, totaling $12.0 million of Class B common shares and $0.7 million of Class B forfeitable dividend equivalent units.
Added
Lastly, during the fourth quarter of 2024, the Company declared $2.2 million of non-cash dividends to Class B shareholders, which included $2.1 million of Class B common shares and $0.1 million of Class B forfeitable dividend equivalent units.
Added
In addition, on March 17, 2025, the Company announced that the Board of Directors declared a dividend in the amount of $0.06875 per share of Class A common stock, which will be paid in Class B common stock on June 13, 2025 to Class A shareholders of record on May 30, 2025.
Added
The number of shares of Class B common stock to be distributed will be determined based on the closing price of Class B common stock on May 30, 2025.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeThe Company declared an additional quarterly cash dividend for holders of Class B common stock in February 2024, subsequent to the date of the financial statements, in the amount of $0.242 per share of Class B common stock. ​ All cash dividends declared to date for Class B common stock were based on 20% of CORE royalty and infrastructure fees for the previous quarter as shown below. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended December 31, Three months ended September 30, ​ Three months ended June 30, ​ (In thousands) 2023 2023 ​ 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Royalties ​ ​ ​ ​ ​ ​ ​ ​ ​ Ramaco Coal $ 3,276 ​ $ 3,572 ​ $ 1,351 ​ Amonate Assets ​ 722 ​ ​ 614 ​ ​ 752 ​ Other ​ 14 ​ ​ 13 ​ ​ — ​ Total Royalties $ 4,012 ​ $ 4,199 ​ $ 2,103 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Infrastructure Fees ​ ​ ​ ​ ​ ​ ​ ​ ​ Preparation Plants (Processing at $5.00/ton) $ 4,432 ​ $ 4,521 ​ $ 3,433 ​ Rail Load-outs (Loading at $2.50/ton) ​ 2,198 ​ ​ 2,202 ​ ​ 1,726 ​ Total Infrastructure Fees (at $7.50/ton) $ 6,630 ​ $ 6,723 ​ $ 5,159 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ CORE Royalty and Infrastructure Fees $ 10,642 ​ $ 10,922 ​ $ 7,262 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Cash Available for Dividend for Class B Common Stock $ 10,642 ​ $ 10,922 ​ $ 7,262 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 20% of Cash Available for Dividend for Class B Common Stock $ 2,128 ​ $ 2,184 ​ $ 1,452 ​ ​ Restricted cash balances at December 31, 2023 and December 31, 2022 were $0.8 million and $0.9 million, respectively, and consisted of funds held in escrow for potential future workers’ compensation claims.
Biggest changeSeparate financial statements for CORE have not been included as exhibits to this filing since CORE’s financial performance and dividends will be evaluated based on non-cost-bearing revenue streams, at least initially, and other potential forms of passive income rather than reduced by allocated costs and expenses. ​ All cash dividends declared to date for Class B common stock were based on 20% of CORE royalty and infrastructure fees for the previous quarter. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, ​ Three months ended December 31, ​ Year ended December 31, ​ Three months ended December 31, (In thousands) ​ 2024 ​ 2024 ​ 2023 ​ 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Royalties ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Royalties ​ $ 14,883 ​ $ 3,201 ​ $ 10,314 ​ $ 4,012 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Infrastructure Fees ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Preparation Plants (Processing at $5.00/ton) ​ $ 17,075 ​ $ 4,032 ​ $ 12,386 ​ $ 4,432 Rail Load-outs (Loading at $2.50/ton) ​ ​ 8,049 ​ ​ 2,176 ​ ​ 6,126 ​ ​ 2,198 Total Infrastructure Fees (at $7.50/ton) ​ $ 25,124 ​ $ 6,208 ​ $ 18,512 ​ $ 6,630 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ CORE Royalty and Infrastructure Fees ​ $ 40,007 ​ $ 9,409 ​ $ 28,826 ​ $ 10,642 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Cash Available for Dividend for Class B Common Stock ​ $ 40,007 ​ $ 9,409 ​ $ 28,826 ​ $ 10,642 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 20% of Cash Available for Dividend for Class B Common Stock ​ $ 8,001 ​ $ 1,882 ​ $ 5,765 ​ $ 2,128 ​ Refer to Part II, Item 8, Note 16 for information regarding dividends declared subsequent to the date of the financial statements. ​ The Company anticipates distributing quarterly dividends at similar per-share amounts in the future; however, it is not known at this time whether the Company will declare additional non-cash and/or stock dividends to Class A and Class B shareholders in future periods.
The terms of the facility also require the Company to maintain certain covenants, including fixed charge ratio and compensating balance requirements. A fixed charge coverage ratio of not less than 1.10:1.00, calculated as of the last day of each fiscal quarter, must be maintained by the Company.
The terms of the facility also require the Company to maintain certain covenants, including fixed charge coverage ratio and compensating balance requirements. A fixed charge coverage ratio of not less than 1.10:1.00, calculated as of the last day of each fiscal quarter, must be maintained by the Company.
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. is 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.
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.
Refer also to Note 6 to the Consolidated Financial Statements included in Item 8 of Part I in this Annual Report on Form 10-K for additional information related to accrued expenses and other long-term liabilities. ​ Off-Balance Sheet Arrangements In the normal course of business, we are a party to certain off-balance sheet arrangements, such as bank letters of credit and performance or surety bonds.
Refer also to Note 6 to the Consolidated Financial Statements included in Item 8 of Part I in this Annual Report on Form 10-K for additional information related to accrued expenses and other liabilities. ​ Off-Balance Sheet Arrangements In the normal course of business, we are a party to certain off-balance sheet arrangements, such as bank letters of credit and performance or surety bonds.
The Company had no valuation allowance at December 31, 2023. Actual income taxes could vary from the estimates and judgments above due to future changes in income tax law, significant changes in the jurisdictions in which we operate, our ability to generate sufficient future taxable income, or unpredicted results from the final determination of each year’s liability by taxing authorities.
The Company had no valuation allowance at December 31, 2024. Actual income taxes could vary from the estimates and judgments above due to future changes in income tax law, significant changes in the jurisdictions in which we operate, our ability to generate sufficient future taxable income, or unpredicted results from the final determination of each year’s liability by taxing authorities.
The lower amount in 2023 was largely due to the decrease in income before taxes. Refer to Note 13 to the Consolidated Financial Statements included in Item 8 of Part I in this Annual Report on Form 10-K for an explanation of differences versus the statutory rate of 21%.
The lower amount in 2024 was largely due to the decrease in income before taxes. Refer to Note 13 to the Consolidated Financial Statements included in Item 8 of Part I in this Annual Report on Form 10-K for an explanation of differences versus the statutory rate of 21%.
The acquisition of Ramaco Coal helps to reduce royalty expenses associated with the Company’s metallurgical operations in the Appalachian basin and, along with the acquisition of Maben Coal, complement our existing low-vol portfolio, both of which help achieve the Company’s objective of remaining among the lowest cost producers of metallurgical coal in the U.S.
The acquisition of Ramaco Coal helps to reduce royalty expenses associated with the Company’s metallurgical operations in the Appalachian basin and, along with the acquisition of Maben Coal, complement our existing low-volatile portfolio, both of which help achieve the Company’s objective of remaining among the lowest cost producers of metallurgical coal in the U.S.
Liabilities related to these arrangements are not reflected in consolidated balance sheets, and we do not expect any material adverse effects on our financial condition, results of operations, or cash flows to result from these arrangements. We primarily use surety bonds to secure our financial obligations related to reclamation and other matters.
Liabilities related to these arrangements are not reflected in consolidated balance sheets, and we do not expect any material adverse effects on our financial condition, results of operations, or 87 Table of Contents cash flows to result from these arrangements. We primarily use surety bonds to secure our financial obligations related to reclamation and other matters.
As of the date of this Annual Report, 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 the Revolving Credit Facility, and projected cash 79 Table of Contents flows from operations.
As of the date of this Annual Report, 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 the Revolving Credit Facility, and projected cash flows from operations.
We do not undertake any obligation to publicly update any forward-looking statements except as otherwise required by applicable law. Overview Our primary source of revenue is the sale of metallurgical coal. We are a pure-play metallurgical coal company with 59 million reserve tons and 1,119 million measured and indicated resource tons of high-quality metallurgical coal.
We do not undertake any obligation to publicly update any forward-looking statements except as otherwise required by applicable law. Overview Our primary source of revenue is the sale of metallurgical coal. We are a pure-play metallurgical coal company with 66 million reserve tons and 1,352 million measured and indicated resource tons of high-quality metallurgical coal.
Year Ended December 31, 2022 compared to Year Ended December 31, 2021 Please see Part I, Item 7, "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in our 2022 Annual Report on Form 10-K for a discussion of the results of operation for the year ended December 31, 2022 as compared to the year ended December 31, 2021 .
Year Ended December 31, 2023 compared to Year Ended December 31, 2022 Please see Part I, Item 7, "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in our 2023 Annual Report on Form 10-K for a discussion of the results of operations for the year ended December 31, 2023 as compared to the year ended December 31, 2022.
In addition to the debts discussed above, the Company finances the payment of premiums associated with various insurance policies. The Company’s liability at December 31, 2023 was $4.0 million, which must be repaid in 2024. The Company also has various finance leases for mining equipment, which generally include terms from three to five years.
In addition to the debts discussed above, the Company finances the payment of premiums associated with various insurance policies. The Company’s liability at December 31, 2024 was $4.3 million, which must be repaid in 2025. The Company also has various finance leases for mining equipment, which generally include terms from three to five years.
These changes could have a significant impact on our financial position. Recent Accounting Pronouncements. See Item 8 of Part II, “Financial Statements and Supplementary Data—Note 2—Summary of Significant Accounting Policies—Recent Accounting Pronouncements.”
These changes could have a significant impact on our financial position. Recent Accounting Pronouncements. See Item 8 of Part II, “Financial Statements and Supplementary Data—Note 2—Summary of Significant Accounting Policies—Recent Accounting Pronouncements.” 89 Table of Contents
The Company’s total liability for finance leases at December 31, 2023 was $10.4 million, which includes $5.5 million due in 2024 and $4.9 million due thereafter. Refer to Notes 7 and 8 to the Consolidated Financial Statements included in Item 8 of Part I in this Annual Report on Form 10-K for additional information on indebtedness and leases.
The Company’s total liability for finance leases at December 31, 2024 was $13.7 million, which includes $6.2 million due in 2025 and $7.5 million due thereafter. Refer to Notes 7 and 8 to the Consolidated Financial Statements included in Item 8 of Part I in this Annual Report on Form 10-K for additional information on indebtedness and leases.
Additional judgment may be required for development properties. 82 Table of Contents Events and circumstances that may trigger a recoverability assessment include, but are not limited to, a current expectation that a long-lived asset will be disposed of significantly before the end of its previously estimated useful life, a significant adverse change in the extent or manner in which a long-lived asset or asset group is being used or in the physical condition of the asset(s), and an accumulation of costs significantly in excess of the amount originally expected.
Events and circumstances that may trigger a recoverability assessment include, but are not limited to, a current expectation that a long-lived asset will be disposed of significantly before the end of its previously estimated useful life, a significant adverse change in the extent or manner in which a long-lived asset or asset group is being used or in the physical condition of the asset(s), and an accumulation of costs significantly in excess of the amount originally expected.
Non-GAAP cash cost per ton sold (FOB mine) is calculated as cash cost of sales less transportation costs and idle mine costs, divided by tons sold.
Non-GAAP cash cost per ton sold (FOB mine) is calculated as cash cost of sales less transportation costs, alternative mineral development costs, and idle and other costs, divided by tons sold.
We define Adjusted EBITDA as net income plus net interest expense; stock-based compensation; depreciation, depletion, and amortization expenses; income taxes; certain non-operating expenses (charitable contributions); and accretion of asset retirement obligations. A reconciliation of net income to Adjusted EBITDA is included below. 75 Table of Contents Adjusted EBITDA is not intended to serve as a substitute to U.S.
We define Adjusted EBITDA as net income plus net interest expense; stock-based compensation; depreciation, depletion, and amortization expenses; income taxes; accretion of asset retirement obligations; and, when applicable, certain 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.
Total surety bonds at December 31, 2023, were $27.2 million. Critical Accounting Policies and Estimates The preparation of consolidated financial statements in conformity with U.S.
Total surety bonds at December 31, 2024, were $32.3 million. Critical Accounting Policies and Estimates The preparation of consolidated financial statements in conformity with U.S.
We include amounts billed by us for transportation to our customers within revenue and transportation costs incurred within cost of sales. 73 Table of Contents For the year ended December 31, 2023, we had revenue of $693.5 million from the sale of 3.5 million tons of coal.
We include amounts billed by us for transportation to our customers within revenue and transportation costs incurred within cost of sales. 79 Table of Contents For the year ended December 31, 2024, we had revenue of $666.3 million from the sale of 4.0 million tons of coal.
These estimates are subject to uncertainty due to a variety of factors, including limited Ramaco-specific claim volume and future cost trends. As a result, volatility in future estimates may occur and actual costs could differ significantly from the estimated amounts. Impairment of Long-lived Assets.
These estimates are subject to uncertainty due to a variety of factors, including limited Ramaco-specific claim volume, developments regarding medicine and treatment, and future cost trends. As a result, volatility in future estimates may occur and actual costs 88 Table of Contents could differ significantly from the estimated amounts.
Cash flow information is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, (In thousands) 2023 2022 2021 Consolidated statement of cash flow data: ​ ​ ​ Cash flows provided by operating activities ​ $ 161,036 ​ $ 187,870 ​ $ 53,340 Cash flows used for investing activities ​ (72,211) ​ (145,708) ​ (59,613) Cash flows (used for) provided by financing activities ​ (82,517) ​ (28,495) ​ 22,369 Net change in cash and cash equivalents and restricted cash ​ $ 6,308 ​ $ 13,667 ​ $ 16,096 ​ Cash flows provided by operating activities during 2023 decreased $26.8 million versus the prior year driven by lower cash earnings.
Cash flow information is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, (In thousands) 2024 2023 2022 Consolidated statement of cash flow data: ​ ​ ​ Cash flows provided by operating activities ​ $ 112,665 ​ $ 161,036 ​ $ 187,870 Cash flows used for investing activities ​ (70,835) ​ (72,211) ​ (145,708) Cash flows used for financing activities ​ (50,788) ​ (82,517) ​ (28,495) Net change in cash and cash equivalents and restricted cash ​ $ (8,958) ​ $ 6,308 ​ $ 13,667 ​ Cash flows provided by operating activities during 2024 decreased $48.4 million versus the prior year driven by lower cash earnings.
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. 81 Table of Contents Coal Reserves .
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. Coal Reserves . Our coal reserves and resources are generally updated on an annual basis.
GAAP measures of performance and may not be comparable to similarly-titled measures presented by other companies. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, (In thousands) 2023 2022 2021 Reconciliation of Net Income to Adjusted EBITDA ​ ​ ​ Net income ​ $ 82,313 ​ $ 116,042 ​ $ 39,759 Depreciation, depletion, and amortization ​ 54,252 ​ 41,194 ​ 26,205 Interest expense, net ​ 8,903 ​ 6,829 ​ 2,556 Income tax expense ​ 22,350 ​ 30,153 ​ 4,647 EBITDA ​ 167,818 ​ 194,218 ​ 73,167 Stock-based compensation ​ 12,905 ​ 8,222 ​ 5,260 Other non-operating expenses ​ ​ — ​ ​ 1,000 ​ ​ — Accretion of asset retirement obligation ​ 1,403 ​ 1,115 ​ 615 Adjusted EBITDA ​ $ 182,126 ​ $ 204,555 ​ $ 79,042 ​ Non-GAAP revenue per ton sold.
GAAP measures of performance and may not be comparable to similarly-titled measures presented by other companies. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, (In thousands) 2024 2023 2022 Reconciliation of Net Income to Adjusted EBITDA ​ ​ ​ Net income ​ $ 11,192 ​ $ 82,313 ​ $ 116,042 Depreciation, depletion, and amortization ​ 65,615 ​ 54,252 ​ 41,194 Interest expense, net ​ 6,123 ​ 8,903 ​ 6,829 Income tax expense ​ 3,728 ​ 22,350 ​ 30,153 EBITDA ​ 86,658 ​ 167,818 ​ 194,218 Stock-based compensation ​ 17,466 ​ 12,905 ​ 8,222 Other non-operating ​ ​ 203 ​ ​ — ​ ​ 1,000 Accretion of asset retirement obligation ​ 1,465 ​ 1,403 ​ 1,115 Adjusted EBITDA ​ $ 105,792 ​ $ 182,126 ​ $ 204,555 ​ 81 Table of Contents Non-GAAP revenue per ton sold.
Please see Part I, Item 7, "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in our 2022 Annual Report on Form 10-K for a discussion of the Company’s cash flows for the year ended December 31, 2022 as compared to the year ended December 31, 2021.
Restricted cash balances were included in other current assets on the consolidated balance sheets. 84 Table of Contents Please see Part I, Item 7, "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in our 2023 Annual Report on Form 10-K for a discussion of the Company’s cash flows for the year ended December 31, 2023 as compared to the year ended December 31, 2022.
Our primary uses of cash include the cash costs of coal production, capital expenditures, acquisitions, royalty payments, and other operating expenditures.
Liquidity and Capital Resources Our primary source of cash is proceeds from the sale of our coal production to customers. Our primary uses of cash include the cash costs of coal production, capital expenditures, acquisitions, royalty payments, and other operating expenditures.
Take-or-pay obligations represent those liquidated damage obligations as determined by contract volume minimums for transportation of coal at the representative rates of transportation or a portion thereof. Additional take-or-pay commitments for the next annual period were renewed after the balance sheet date and have been excluded from the table above.
Take-or-pay obligations represent those liquidated damage obligations as determined by contract volume minimums for transportation of coal at the representative rates of transportation or a portion thereof. Additional take-or-pay commitments are currently in negotiation and are not reflected in the table above. Asset retirement obligations have been excluded from the table above.
The financial performance of CORE assets consists of the following non-cost-bearing revenue streams based on the Company’s current expectations: ● Royalty fees derived from the royalties associated with the Ramaco Coal and Amonate reserves, which we believe approximates 3% of Company-produced coal sales revenue excluding coal sales revenue from Knox Creek, ● Infrastructure fees based on $5.00 per ton of coal processed at our preparation plants and $2.50 per ton of loaded coal at the Company’s rail load-out facilities, and ● Future income derived, if and when realized, from advanced carbon products and rare earth elements initiatives. ​ The Company anticipates paying a quarterly cash dividend equal to 20% of the total fees above; however, any dividend amounts declared and paid are subject to the sole discretion of the Company’s Board of Directors.
The financial performance of CORE assets consists of the following non-cost-bearing revenue streams based on the Company’s current expectations: 83 Table of Contents ● Royalty fees derived from the royalties associated with the Ramaco Coal and Amonate reserves, which we believe approximates 3% of Company-produced coal sales revenue excluding coal sales revenue from Knox Creek, ● Infrastructure fees based on $5.00 per ton of coal processed at our preparation plants and $2.50 per ton of loaded coal at the Company’s rail load-out facilities, and ● Future income derived, if and when realized, from rare earth elements, critical minerals, and advanced carbon products initiatives. ​ Dividends paid on the tracking stock allow the Company to return to Class B common stockholders a portion of the savings from royalties and infrastructure usage fees resulting from the acquisition of Ramaco Coal.
The Company received proceeds of $17.0 million during 2023 and had accrued a recovery asset of $1.1 million in the previous period; thus, a gain of $15.9 million was recognized in 2023. This activity is not indicative of expected future results. The activity in 2022 was driven by the gain of $2.1 million recognized on the sale of mineral rights.
The Company received proceeds of $17.0 million during 2023 and had accrued a recovery asset of $1.1 million in the previous period; thus, a gain of $15.9 million was recognized in 2023. This activity is not indicative of expected future results. Interest expense, net. Interest expense, net was approximately $6.1 million in 2024 as compared to $8.9 million in 2023.
In addition, the Company must maintain an average daily cash balance of $5 million, as determined on a monthly basis, in a dedicated account as well as an additional $1 million in a separate dedicated account to assure future credit availability. At December 31, 2023, we were in compliance with all debt covenants under the Revolving Credit Facility.
In addition, the Company must maintain an average daily cash balance of $5.0 million, as determined on a monthly basis, in a dedicated account as well as an additional $1.5 million and $1.0 million in separate dedicated accounts to assure future credit availability.
If our assumptions differ from actual experience, or if changes in the regulatory environment occur, our actual cash expenditures and costs that we incur could be materially different than currently estimated. Occupational Disease (Pneumoconiosis) Obligations .
If our assumptions differ from actual experience, or if changes in the regulatory environment occur, our actual cash expenditures and costs that we incur could be materially different than currently estimated. The inflation per year assumption used in the most recent estimate was approximately 3% based on a weighting of multiple indices. Occupational Disease (Pneumoconiosis) Obligations .
Our coal reserves and resources are generally updated on an annual basis. There are numerous uncertainties inherent in estimating quantities and values of coal reserves and resources, including many factors beyond our control. As a result, estimates of coal reserves and resources are by their nature uncertain.
There are numerous uncertainties inherent in estimating quantities and values of coal reserves and resources, including many factors beyond our control. As a result, estimates of coal reserves and resources are by their nature uncertain. Information about our reserves and resources consists of estimates based on engineering, economic, and geological data assembled by third-party qualified persons.
We review our held-and-used long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable.
The Company recognized a $0.5 million actuarial gain in the fourth quarter of 2024 due in part to a 0.6% increase in the discount rate assumption. Impairment of Long-lived Assets. We review our held-and-used long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable.
During 2022, we sold 2.5 million tons of coal for total revenue of $565.7 million.
During 2023, we sold 3.5 million tons of coal for total revenue of $693.5 million.
The Company also continues its work to advance new carbon product technologies with the goal of commercializing products that use coal in both an improved economic and environmental manner. 72 Table of Contents ​ Results of Operations ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, (In thousands, except per share amounts) 2023 2022 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Revenue ​ ​ $ 693,524 ​ $ 565,688 ​ $ 283,394 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Costs and expenses ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of sales (exclusive of items shown separately below) ​ 493,793 ​ ​ 332,960 ​ ​ 195,412 Asset retirement obligations accretion ​ 1,403 ​ ​ 1,115 ​ ​ 615 Depreciation, depletion, and amortization ​ ​ ​ 54,252 ​ ​ 41,194 ​ ​ 26,205 Selling, general and administrative expenses ​ ​ ​ 48,831 ​ ​ 40,032 ​ ​ 21,629 Total costs and expenses ​ ​ ​ 598,279 ​ ​ 415,301 ​ ​ 243,861 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating income ​ 95,245 ​ ​ 150,387 ​ ​ 39,533 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other income (expense), net ​ ​ ​ 18,321 ​ ​ 2,637 ​ ​ 7,429 Interest expense, net ​ ​ ​ (8,903) ​ ​ (6,829) ​ ​ (2,556) Income before tax ​ ​ ​ 104,663 ​ ​ 146,195 ​ ​ 44,406 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income tax expense ​ 22,350 ​ ​ 30,153 ​ ​ 4,647 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income ​ ​ $ 82,313 ​ $ 116,042 ​ $ 39,759 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Earnings per common share ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic - Single class (through 6/20/2023) ​ ​ $ 0.71 ​ $ 2.63 ​ $ 0.90 Basic - Class A (6/21/2023 - 12/31/2023) ​ ​ $ 1.06 ​ $ — ​ $ — Total ​ ​ $ 1.77 ​ $ 2.63 ​ $ 0.90 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic - Class B (6/21/2023 - 12/31/2023) ​ ​ $ 0.42 ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Diluted - Single class (through 6/20/23) ​ ​ $ 0.70 ​ $ 2.60 ​ $ 0.90 Diluted - Class A (6/21/2023 - 12/31/2023) ​ ​ $ 1.03 ​ $ — ​ $ — Total ​ ​ $ 1.73 ​ $ 2.60 ​ $ 0.90 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Diluted - Class B (6/21/2023 - 12/31/2023) ​ ​ $ 0.40 ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Adjusted EBITDA ​ ​ $ 182,126 ​ $ 204,555 ​ $ 79,042 ​ Net income and Adjusted EBITDA were lower in 2023 compared to 2022, despite the increase in sales volume, due to lower sales pricing and higher cost per ton sold in 2023.
No revenues have been recognized from the Company’s Wyoming initiatives. ​ 78 Table of Contents Results of Operations ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, (In thousands, except per share amounts) 2024 2023 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Revenue ​ ​ $ 666,295 ​ $ 693,524 ​ $ 565,688 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Costs and expenses ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of sales (exclusive of items shown separately below) ​ 533,293 ​ ​ 493,793 ​ ​ 332,960 Asset retirement obligations accretion ​ 1,465 ​ ​ 1,403 ​ ​ 1,115 Depreciation, depletion, and amortization ​ ​ ​ 65,615 ​ ​ 54,252 ​ ​ 41,194 Selling, general and administrative expenses ​ ​ ​ 49,286 ​ ​ 48,831 ​ ​ 40,032 Total costs and expenses ​ ​ ​ 649,659 ​ ​ 598,279 ​ ​ 415,301 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating income ​ 16,636 ​ ​ 95,245 ​ ​ 150,387 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other income (expense), net ​ ​ ​ 4,407 ​ ​ 18,321 ​ ​ 2,637 Interest expense, net ​ ​ ​ (6,123) ​ ​ (8,903) ​ ​ (6,829) Income before tax ​ ​ ​ 14,920 ​ ​ 104,663 ​ ​ 146,195 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income tax expense ​ 3,728 ​ ​ 22,350 ​ ​ 30,153 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income ​ ​ $ 11,192 ​ $ 82,313 ​ $ 116,042 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Earnings per common share ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic - Single class (through 6/20/2023) ​ ​ $ — ​ $ 0.71 ​ $ 2.63 Basic - Class A ​ ​ $ 0.11 ​ $ 1.06 ​ $ — Total ​ ​ $ 0.11 ​ $ 1.77 ​ $ 2.63 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic - Class B ​ ​ $ 0.50 ​ $ 0.42 ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Diluted - Single class (through 6/20/23) ​ ​ $ — ​ $ 0.70 ​ $ 2.60 Diluted - Class A ​ ​ $ 0.11 ​ $ 1.03 ​ $ — Total ​ ​ $ 0.11 ​ $ 1.73 ​ $ 2.60 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Diluted - Class B ​ ​ $ 0.47 ​ $ 0.40 ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Adjusted EBITDA ​ ​ $ 105,792 ​ $ 182,126 ​ $ 204,555 ​ Net income and Adjusted EBITDA were lower in 2024 compared to 2023, despite the increase in sales volume, due to the decrease in metallurgical coal price indices.
In addition, blast furnace steelmaking is more prevalent outside the U.S. compared to domestic steel production, which creates demand for exports of metallurgical coal. Although conflicts overseas continue and economic growth remains uncertain in some regions of the world, supply constraints continue to support the global metallurgical coal market overall.
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 due to constrained economic growth in some regions of the world and continued conflict overseas.
Year Ended December 31, 2023 compared to Year Ended December 31, 2022 Revenue . Our revenue includes sales to customers of Company-produced coal as well as smaller amounts of coal purchased from third parties.
Refer to Non-GAAP Financial Measures below for an explanation of the Company’s calculation of Adjusted EBITDA. Year Ended December 31, 2024 compared to Year Ended December 31, 2023 Our revenue includes sales to customers of Company-produced coal as well as smaller amounts of coal purchased from third parties.
The increase in sales volume was due to greater export sales and was aided by the Company’s increased capacity for production achieved during 2023. Revenue per ton sold decreased 13% from $231 per ton in 2022 to $201 per ton in 2023.
The volume increase was aided by the Company’s increased capacity for production achieved during late 2023. Revenue per ton sold decreased 17% from $201 per ton for the year ended December 31, 2023 to $167 per ton for year ended December 31, 2024 and was driven by the variability in index-based pricing for export sales.
The Company expects to produce between 4.0 million and 4.4 million tons in 2024 depending on market conditions. ​ On June 21, 2023, the Company distributed Class B common stock, a tracking stock, to provide existing holders of the Company’s common stock 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.
The Company began paying cash dividends on Class B common stock during the third quarter of 2023 shortly after the initial distribution discussed below. ​ On June 21, 2023, the Company distributed Class B common stock, a tracking stock, to provide existing holders of the Company’s common stock 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.
Estimated payments related to worker’s compensation and occupational disease obligations have also been excluded from the table above. Refer to Critical Accounting Policies and Estimates below for additional information related to these obligations.
Refer to Critical Accounting Policies and Estimates below as well as Note 5 to the Consolidated Financial Statements included in Item 8 of Part I in this Annual Report on Form 10-K for additional information. Estimated payments related to worker’s compensation and occupational disease obligations have also been excluded from the table above.
The Company expects to satisfy approximately 88% of these commitments in 2024 and the remainder in 2025. Sales commitments of another 0.4 million tons were obtained subsequent to December 31, 2023 for delivery in 2024.
The Company expects to satisfy approximately 98% of these commitments in 2025 and the remainder in 2026. Sales commitments of another 0.5 million tons were obtained subsequent to December 31, 2024. The annual contracting season with North American steel producers generally occurs in late-summer through the fall.
Net income and Adjusted EBITDA for 2023 benefitted from $15.9 million of pre-tax income for proceeds received from insurance claims related to the 2022 Berwind ignition event and 2018 silo failure. Refer to Non-GAAP Financial Measures below for an explanation of the Company’s calculation of Adjusted EBITDA.
This occurred due to a variety of macroeconomic factors including the Chinese oversupply of steel during 2024. In addition, net income and Adjusted EBITDA for 2023 benefitted from $15.9 million of pre-tax income for proceeds received from insurance claims related to the 2022 Berwind ignition and 2018 silo failure.
Cost of sales per ton sold increased 5% from $136 per ton in 2022 to $143 per ton in 2023. Cash cost per ton sold (FOB mine), a non-GAAP measure which excludes transportation costs and idle mine costs, increased 3% from $108 per ton in 2022 to $111 per ton in 2023, including company-produced coal and purchased coal.
Cash cost per ton sold (FOB mine), a non-GAAP measure which excludes transportation costs, alternative mineral development costs, and idle mine costs, decreased 5% from $110 per ton in 2023 to $105 per ton in 2024.
The annual contracting season with North American steel producers generally occurs in late-summer through the fall. As of December 31, 2023, we had entered into forward sales contracts with certain North American customers on a fixed price basis for 1.4 million tons of coal at an average realizable price of $166 per ton, excluding freight.
As stated above, we had entered into forward sales contracts with certain North American customers at an average fixed price of $152 per ton, excluding freight, as of December 31, 2024. This is lower than the average fixed price of $166 per ton, excluding freight, that was obtained during the previous contracting season for North America.
Our primary use of cash includes capital expenditures for mine development, infrastructure, and equipment as well as ongoing operating expenses and repayment of financing associated with previous acquisitions.
At December 31, 2024, we were in compliance with all debt covenants under the Revolving Credit Facility. ​ As stated earlier, our primary use of cash includes capital expenditures for mine development, infrastructure, and equipment as well as ongoing operating expenses.
The financing associated with the acquisition of Ramaco Coal, which was provided by a related party, was repaid in full during 2023. Revolver borrowings are typically used for the management of our normal operating cash position. Revolver borrowings that were outstanding at December 31, 2023 were repaid in full during January 2024.
The Company’s outstanding debt decreased slightly by $1.6 million in 2024 as repayments of revolver borrowings, acquisition-related debt, and equipment loans were nearly offset by new senior note debt issued in the fourth quarter of 2024. Revolver borrowings, which are typically used for the management of our normal operating cash position, were repaid in full at December 31, 2024.
GAAP. ​ ​ ​ 76 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, 2023 ​ Year ended December 31, 2022 ​ Company Purchased ​ ​ Company Purchased ​ ​ (In thousands, except per ton amounts) Produced Coal ​ Total Produced Coal ​ Total ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of sales ​ $ 468,992 ​ $ 24,801 ​ $ 493,793 ​ $ 323,550 ​ $ 9,410 ​ $ 332,960 Less: Adjustments to reconcile to Non-GAAP cash cost of sales ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Transportation costs ​ (101,564) ​ (4,175) ​ (105,739) ​ (57,300) ​ (813) ​ (58,113) Idle mine costs ​ (3,978) ​ ​ — ​ ​ (3,978) ​ ​ (9,474) ​ ​ — ​ ​ (9,474) Non-GAAP cash cost of sales ​ $ 363,450 ​ $ 20,626 ​ $ 384,076 ​ $ 256,776 ​ $ 8,597 ​ $ 265,373 Tons sold ​ 3,299 ​ 156 ​ 3,455 ​ 2,396 ​ 54 ​ 2,450 Non-GAAP cash cost per ton sold (FOB mine) ​ $ 110 ​ $ 132 ​ $ 111 ​ $ 107 ​ $ 158 ​ $ 108 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Refer to coal sales information for cost per ton sold (GAAP) calculations ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 Sales Commitments As of December 31, 2023, we had entered into forward sales contracts for approximately 1.4 million tons to North American customers at an average fixed price of $166 per ton, excluding freight, as well as roughly 2.1 million additional tons to export customers priced against various benchmark indices.
GAAP. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, (In thousands) ​ 2024 2023 ​ Increase (Decrease) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of Sales: ​ $ 533,293 ​ $ 493,793 ​ $ 39,500 Less: Adjustments to reconcile to Non-GAAP cash cost of sales ​ ​ ​ ​ ​ ​ ​ ​ ​ Transportation costs ​ ​ (106,241) ​ ​ (105,739) ​ ​ (502) Alternative mineral development costs ​ ​ (4,755) ​ ​ (3,849) ​ ​ (906) Idle and other costs ​ ​ (1,529) ​ ​ (3,978) ​ ​ 2,449 Non-GAAP cash cost of sales ​ $ 420,768 ​ $ 380,227 ​ $ 40,541 Tons sold ​ ​ 3,989 ​ ​ 3,455 ​ ​ 534 Non-GAAP cash cost per ton sold (FOB mine) ​ $ 105 ​ $ 110 ​ $ (5) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Refer to coal sales information for cost per ton sold (GAAP basis) calculations ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 Sales Commitments As of December 31, 2024, we had entered into forward sales contracts for approximately 1.5 million tons to North American customers at an average fixed price of $152 per ton, excluding freight, 0.1 million tons to export 82 Table of Contents customers at an average fixed price of $145 per ton, excluding freight, and 1.4 million additional tons to export customers priced against various benchmark indices.
Refer to Note 2—Summary of Significant Accounting Policies—Concentrations and Note 11—Revenues in Item 8, Part II for additional information regarding sales to customers. Cost of sales. Our cost of sales increased 48% from 2022, which was driven by the increase in tons sold discussed above.
U.S. metallurgical coal price indices have fallen by roughly 32% on a year-to-date basis driven by the macroeconomic conditions discussed previously. We expect metallurgical coal prices to remain volatile in the near term. Refer to Note 2—Summary of Significant Accounting Policies—Concentrations and Note 11—Revenues in Item 8, Part II for additional information regarding sales to customers. Cost of sales.
Revenue per ton sold (FOB mine), a non-GAAP measure which excludes transportation revenues and demurrage, decreased 18% from $207 per ton in 2022 to $170 per ton in 2023 including company-produced coal and purchased coal. The decrease in both revenue per ton sold measures in 2023 was driven by the variability in index-based pricing for export sales.
Revenue per ton sold (FOB mine), a non-GAAP measure which excludes transportation revenues and demurrage, decreased 18% from $170 per ton for the year ended December 31, 2023 to $140 per ton for the year ended December 31, 2024. Refer to Non-GAAP Financial Measures later in Item 2 for more information regarding this measure.
These commitments are estimated at approximately $14 million based on last year’s average rate. Asset retirement obligations have been excluded from the table above. Accounting for asset retirement obligations requires a number of estimates, including the amount and timing of payments to satisfy the obligation.
Accounting for asset retirement obligations requires a number of estimates, including the amount and timing of payments to satisfy the obligation. The total liability recognized on the Company’s balance sheet for asset retirement obligations was $31.1 million at December 31, 2024.
These assets will also provide the Company with a preparation facility to handle additional future production from a deep mine complex at Maben should the Company decide in the future to pursue such development. 80 Table of Contents Contractual Obligations The following table summarizes our significant contractual obligations at December 31, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Payments due by period ​ ​ ​ 2 – 3 4 – 5 More than 5 (In thousands) ​ Total 1 year years years years Minimum coal lease and royalty obligations ​ $ 27,195 ​ $ 3,358 ​ $ 6,486 ​ $ 6,316 ​ $ 11,035 Debt, excluding interest ​ ​ 91,383 ​ ​ 56,534 ​ ​ 34,849 ​ ​ — ​ ​ — Insurance financing ​ ​ 4,037 ​ ​ 4,037 ​ ​ — ​ ​ — ​ ​ — Leases ​ ​ 11,940 ​ ​ 6,075 ​ ​ 3,953 ​ ​ 1,912 ​ ​ — Take-or-pay obligations ​ 20,237 ​ 5,612 ​ 9,000 ​ 5,625 ​ — Total ​ $ 154,792 ​ $ 75,616 ​ $ 54,288 ​ $ 13,853 ​ $ 11,035 ​ Minimum royalties represent the contractual minimum amounts to be paid monthly, quarterly or annually for the right to access mineral properties and mine certain reserves and resources.
Contractual Obligations The following table summarizes our significant contractual obligations at December 31, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Payments due by period ​ ​ ​ 2 – 3 4 – 5 More than 5 (In thousands) ​ Total 1 year years years years Minimum coal lease and royalty obligations ​ $ 29,126 ​ $ 3,408 ​ $ 6,712 ​ $ 6,616 ​ $ 12,390 Debt, excluding interest ​ ​ 92,416 ​ ​ 359 ​ ​ 34,557 ​ ​ 57,500 ​ ​ — Insurance financing ​ ​ 4,302 ​ ​ 4,302 ​ ​ — ​ ​ — ​ ​ — Leases ​ ​ 16,430 ​ ​ 7,129 ​ ​ 8,270 ​ ​ 1,000 ​ ​ 31 Take-or-pay obligations ​ 16,135 ​ 5,041 ​ 9,933 ​ 1,161 ​ — Total ​ $ 158,409 ​ $ 20,239 ​ $ 59,472 ​ $ 66,277 ​ $ 12,421 ​ Minimum royalties represent the contractual minimum amounts to be paid monthly, quarterly or annually for the right to access mineral properties and mine certain reserves and resources.
Net cash used for investing activities during 2023 decreased $73.5 million versus the prior year primarily due to lower capital expenditures and acquisition-related activity of $40.1 million and $22.2 million, respectively. The decrease in capital expenditures was due to the Company’s progress related to strategic growth projects at our Elk Creek and Berwind mining complexes.
Net cash used for investing activities during 2024 decreased slightly by $1.4 million versus the prior year primarily due to lower capital expenditures of $14.1 million offset partially by $11.2 million of insurance proceeds received in 2023 related to previous investments.
Indebtedness At December 31, 2023, we had $91.4 million of outstanding debts, or $90.2 million net of unamortized discounts and issuance costs.
Indebtedness At December 31, 2024, we had $92.4 million of outstanding debts, or $88.6 million net of unamortized issuance costs. Our indebtedness was comprised of $92.0 million of senior note debt ($88.1 million net of unamortized discounts and issuance costs) and $0.4 million of various equipment loans. Of these amounts, $0.4 million is contractually due in 2025.
Interest expense, net. Interest expense, net was approximately $8.9 million in 2023 as compared to $6.8 million in 2022. The increase in net interest expense in 2023 was primarily due to increased use of the revolving credit facility during 2023. Income tax expense. We recognized income tax expense of $22.4 million and $30.2 million in 2023 and 2022, respectively.
The decrease in net interest expense in 2024 was primarily due to the repayment of debt associated with the previous acquisitions of Ramaco Coal and Maben Coal. Income tax expense. We recognized income tax expense of $3.7 million and $22.4 million in 2024 and 2023, respectively.
In addition, the Company received $11.2 million of insurance proceeds during 2023 related to property, plant, and equipment claims from the 2022 Berwind ignition event and 2018 silo failure. 77 Table of Contents Net cash used for financing activities was $54.0 million higher in 2023 versus 2022, which was driven by greater repayment of debts and similar financings including $25.0 million and $9.6 million related to the Ramaco Coal and Maben Coal asset acquisitions, respectively.
The decrease in capital expenditures was due to the Company’s continued progress related to strategic growth projects and, therefore, the need for less growth capital expenditures. The $11.2 million of insurance proceeds received during 2023 related to property, plant, and equipment claims from the 2022 Berwind ignition event and 2018 silo failure.
GAAP. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, 2023 ​ Year ended December 31, 2022 ​ Company Purchased ​ ​ Company Purchased ​ ​ (In thousands, except per ton amounts) Produced Coal ​ Total Produced Coal ​ Total ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Revenue ​ $ 657,090 ​ $ 36,434 ​ $ 693,524 ​ $ 553,830 ​ $ 11,858 ​ $ 565,688 Less: Adjustments to reconcile to Non-GAAP revenue (FOB mine) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Transportation ​ (100,174) ​ (4,723) ​ (104,897) ​ (57,299) ​ (813) ​ (58,112) Non-GAAP revenue (FOB mine) ​ $ 556,916 ​ $ 31,711 ​ $ 588,627 ​ $ 496,531 ​ $ 11,045 ​ $ 507,576 Tons sold ​ 3,299 ​ 156 ​ 3,455 ​ 2,396 ​ 54 ​ 2,450 Non-GAAP revenue per ton sold (FOB mine) ​ $ 169 ​ $ 203 ​ $ 170 ​ $ 207 ​ $ 203 ​ $ 207 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Refer to coal sales information for revenue per ton sold (GAAP) calculations ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Non-GAAP cash cost per ton sold.
GAAP. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, (In thousands) ​ 2024 2023 ​ Increase (Decrease) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Revenue ​ $ 666,295 ​ $ 693,524 ​ $ (27,229) Less: Adjustments to reconcile to Non-GAAP revenue (FOB mine) ​ ​ ​ ​ ​ ​ ​ ​ ​ Transportation ​ ​ (107,031) ​ ​ (104,897) ​ ​ (2,134) Non-GAAP revenue (FOB mine) ​ $ 559,264 ​ $ 588,627 ​ $ (29,363) Tons sold ​ ​ 3,989 ​ ​ 3,455 ​ ​ 534 Non-GAAP revenue per ton sold (FOB mine) ​ $ 140 ​ $ 170 ​ $ (30) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Refer to coal sales information for revenue per ton sold (GAAP basis) calculations ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Non-GAAP cash cost per ton sold.
Accounts payable were $51.6 million at December 31, 2023, up from December 31, 2022 due to increased spending. Capital Requirements During 2022 we spent $123.0 million for capital additions, over 75% of which related to ongoing growth projects, including the increase in capacity to accommodate higher production levels at the Elk Creek and Berwind mining complexes.
Accounts payable were $48.9 million at December 31, 2024, down slightly from December 31, 2023 due in part to variations in spending. 86 Table of Contents Capital Requirements During 2024 we spent $68.8 million for capital additions, including $13.6 million related to the preparation plant and expansion of our Maben Complex, compared to $82.9 million during 2023.
The Company shifted to 71 Table of Contents more export sales in the Company’s mix of revenues during 2023, which will likely continue into 2024. Export sales often contain index-based pricing and, therefore, greater volatility in pricing and revenues. In 2023, our capital expenditures were $82.9 million, excluding capitalized interest of $1.1 million.
North American markets made up 33% of our revenues and export markets, excluding Canada, accounted for 67% of our revenues for 77 Table of Contents both 2024 and 2023. Export sales often contain index-based pricing and, therefore, greater volatility in pricing and revenues.
Liquidity As of December 31, 2023, our available liquidity was $90.6 million, comprised of $42.0 million of cash and cash equivalents and $48.6 million of availability under the Revolving Credit Facility for future borrowings. Total current assets were in excess of total current liabilities, which included $42.5 million of revolver borrowings repaid in January 2024, by $19.7 million.
Borrowings under the amended facility may not exceed the borrowing base as determined under the amended formula included in the agreement. At December 31, 2024, we had $33.0 million of cash and cash equivalents and $104.8 million of remaining availability under our Revolving Credit Facility for future borrowings.
Removed
Ongoing bans on the import of Russian coal have affected the availability of supply to certain seaborne markets as well as contributed to volatility in prices. Metallurgical coal benchmark prices increased significantly in early 2022, but then fell throughout the rest of the year. Market pricing for 2023 was generally down from 2022 levels but remains favorable versus long-term averages.
Added
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.
Removed
We expect metallurgical coal prices to remain volatile in the near term. In addition, we anticipate that inflation may remain high in the near term for steel prices, freight rates, labor, and materials, which would continue to negatively affect our profitability. During 2023, we sold 3.5 million tons of coal.
Added
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.
Removed
North American markets made up 33% of our 2023 revenues and export markets, excluding Canada, accounted for 67% of our 2023 revenues. The Company is responsible for rail and loadout costs for coal sold into export markets. During 2022, we sold 2.5 million tons of coal.
Added
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. We sold 4.0 million tons of coal during 2024 compared to 3.5 million tons during 2023.
Removed
North American markets made up 58% of our 2022 revenues and export markets, excluding Canada, accounted for 42% of our 2022 revenues. We purchase coal from third parties for sale for our own account from time to time; however, sales of Company-produced coal made up 95% and 98% of total sales in 2023 and 2022, respectively.
Added
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 2024, our total capital expenditures were $68.8 million, excluding capitalized interest of $1.5 million. In 2023, our capital expenditures were $82.9 million, excluding capitalized interest of $1.1 million.
Removed
This level of pricing in 2023 is lower than the average price of $198 per ton that was obtained during the previous contracting season for North America. This is due to a combination of factors, including changes in demand, variations in the types of coal qualities being purchased, fluctuations in steel prices, and other macroeconomic trends.
Added
The decrease in capital expenditures was due to the Company’s progress related to strategic growth projects. ​ The Company produced 3.7 million tons during 2024 compared to 3.2 million tons during 2023 as a result of the increase in capacity and completed development work.
Removed
In 2022, our capital expenditures were $123.0 million, excluding cash paid for the acquisitions of Ramaco Coal and Maben Coal assets which totaled $23.6 million as well as capitalized interest of $1.1 million. The decrease in capital expenditures was due to the Company’s progress related to strategic growth projects at our Elk Creek and Berwind mining complexes.
Added
The Company expects full-year production volumes in 2025 between 4.2 and 4.6 million tons with an ability to vary production dependent on market conditions. ​ While the Company normally pays cash dividends on a quarterly basis, the Company paid dividends in the fourth quarter of 2024 to both Class A and Class B shareholders in the form of Class B stock.
Removed
We completed the expansion of processing capacity at the Elk Creek preparation plant in 2023, which now has an annualized processing and shipping capacity of approximately three million tons per year. ​ On July 10, 2022, we experienced a methane ignition at the Berwind No. 1 mine, which was one of the active mines at our Berwind mining complex.
Added
This decision was based on the Company’s goal of returning value to its shareholders while maintaining the Company’s commitment to prioritize liquidity and financial optionality as we move into 2025. ​ The Company continues to assess its potential rare earth elements and critical minerals deposit in Wyoming.
Removed
There were no personnel in the mine at the time of the incident and no injuries or fatalities occurred. The overall impact to pre-tax earnings in 2022 was immaterial except for idle mine costs of $9.5 million recognized during the year. The Company subsequently recognized other income of $8.1 million in 2023 related to insurance proceeds received for the event.
Added
Analysis performed to date indicates elevated levels of rare earth elements along with significant concentrations of critical minerals gallium and germanium, which were banned for export to the United States by China on December 2, 2024.
Removed
Production from the Berwind No. 1 mine restarted in the first quarter of 2023. ​ As a result of the increase in capacity at the Elk Creek plant, the re-opening of the Berwind No. 1 mine described above, and the start of production at the Maben mine during 2023, the Company was producing just under an annualized four million tons per year run rate at the later part of 2023.
Added
The Company hopes to complete its techno-economic analysis of the overall commercial aspects of the potential opportunity and begin construction of a pilot processing facility in mid to late 2025.
Removed
Dividends paid on the tracking stock allow the Company to return to Class B common stockholders a portion of the savings from royalties and infrastructure usage fees resulting from the acquisition of Ramaco Coal.
Added
The Company recently received a $6.1 million matching grant from the Wyoming Energy Authority, which will be applied toward development of the pilot plant and related facilities at the Brook Mine.
Removed
The Company paid cash dividends on Class B common stock during the third and fourth quarter of 2023. ​ Separate financial statements for CORE have not been included as exhibits to this filing since CORE’s financial performance and dividends will be evaluated based on non-cost-bearing revenue streams, at least initially, and other potential forms of passive income rather than reduced by allocated costs and expenses. ​ The Company continues to assess its potential REEs deposit in Wyoming.
Added
Coal sales information is summarized below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, (In thousands) 2024 2023 ​ Increase (Decrease) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Revenue ​ $ 666,295 ​ $ 693,524 ​ $ (27,229) Tons sold ​ ​ 3,989 ​ ​ 3,455 ​ ​ 534 Total revenue per ton sold (GAAP basis) ​ $ 167 ​ $ 201 ​ $ (34) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of sales ​ $ 533,293 ​ $ 493,793 ​ $ 39,500 Tons sold ​ ​ 3,989 ​ ​ 3,455 ​ ​ 534 Total cost of sales per ton sold (GAAP basis) ​ $ 134 ​ $ 143 ​ $ (9) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Refer to Non-GAAP Financial Measures for supplemental calculations of revenue per ton sold (FOB mine) and cash cost per ton sold (FOB mine) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Revenue .

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

8 edited+2 added−2 removed2 unchanged
Biggest changeBorrowings under the Company’s Revolving Credit Facility, which has a maturity date of February 15, 2026, bear interest at either a base rate plus 1.5% or the applicable SOFR plus 2%. The base rate equals the highest of the administrative agent’s prime rate, the Federal Funds Effective Rate plus 0.5%, or 3%.
Biggest changeSome of the Company’s debts may be affected by changes in benchmark interest rates, such as the Secured Overnight Financing Rate (“SOFR”). Borrowings under the Company’s Revolving Credit Facility, which has a maturity date of May 3, 2029, bear interest at either a base rate plus 2.0% or the applicable SOFR plus 2.5%.
Our primary product is metallurgical coal, which is in itself a commodity. Sales commitments in the metallurgical coal market are typically not long-term in nature. The Company’s domestic sales contracts have terms of about one year and the pricing is typically fixed. Export sales have spot or term contracts, and pricing is often derived from an index.
Our primary product is metallurgical coal, which is in itself a commodity. The Company’s domestic sales contracts have terms of about one year and the pricing is typically fixed. Export sales have spot or term contracts, and pricing is often derived from an index. As such, we are exposed to changes in the international price of metallurgical coal.
Sales commitments in the metallurgical coal market are typically not long-term in nature and, therefore, we are subject to fluctuations in market pricing. We expect the shift to more export sales in the Company’s mix of revenue that occurred in 2023 to continue during 2024, which may lead to volatility in revenues due to index-based pricing.
Sales commitments in the metallurgical coal market are typically not long-term in nature and, therefore, we are subject to fluctuations in market pricing. The Company’s shift to more export sales in its mix of revenues that has occurred during recent years exposes the Company’s revenues to greater volatility due to index-based pricing.
The Company has senior unsecured notes with a face value of $34.5 million that mature on July 30, 2026, unless redeemed prior to maturity, bearing interest at a fixed rate of 9% per annum and paid quarterly. Some of the Company’s debts may be affected by changes in benchmark interest rates, such as the Secured Overnight Financing Rate (“SOFR”).
The Company has senior unsecured notes with a face value of $34.5 million that mature on July 30, 2026, unless redeemed prior to maturity, bearing interest at a fixed rate of 9% per annum and paid quarterly.
We are exposed to risk from changes in interest rates; however, based on the current levels of debt and leases, the Company does not attempt to manage our exposure to interest rate fluctuations. we are not overly exposed to interest rate risk.
The Company manages its risk for these items through strategic sourcing contracts in normal quantities with our suppliers. Interest Rate Risk. We are exposed to risk from changes in interest rates; however, based on the current levels of debt and leases, the Company does not attempt to manage our exposure to interest rate fluctuations.
As a result, we do not have direct exposure to currency valuation exchange rate fluctuations. However, because our coal is sold internationally, to the extent that the U.S. dollar strengthens against the foreign currency of a customer or potential customer, we may find our coal at a price disadvantage as compared with other non-U.S. suppliers.
However, because our coal is sold internationally, to the extent that the U.S. dollar strengthens against the foreign currency of a customer or potential customer, we may find our coal at a price disadvantage as compared with other non-U.S. suppliers. This could lead to our receiving lower prices or being unable to compete for that specific customer’s business.
As such, we are exposed to changes in the international price of metallurgical coal. 83 Table of Contents Our sales commitments as of February 29, 2024 are as follows: ​ ​ ​ ​ ​ ​ ​ 2024 ​ ​ Volume Average Price North America, fixed priced 1.5 ​ $ 167 Seaborne, fixed priced 0.2 ​ $ 159 Total, fixed priced 1.7 ​ $ 166 Index priced 2.2 ​ ​ Total committed tons 3.9 ​ ​ ​ ​ Sales commitments of 0.4 million tons were obtained subsequent to December 31, 2023, which are included in the table above.
Our sales commitments as of February 28, 2025 are as follows: ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ Volume Average Price North America, fixed priced 1.6 ​ $ 152 Seaborne, fixed priced 0.3 ​ $ 111 Total, fixed priced 1.9 ​ $ 145 Index priced 1.6 ​ ​ Total committed tons 3.5 ​ ​ ​ ​ Sales commitments of 0.5 million tons were obtained subsequent to December 31, 2024 and are included in the table above.
This could lead to our receiving lower prices or being unable to compete for that specific customer’s business. Consequently, currency fluctuations could adversely affect the competitiveness of our coal in international markets. ​ 84 Table of Contents
Consequently, currency fluctuations could adversely affect the competitiveness of our coal in international markets. ​ 90 Table of Contents
Removed
The Company manages its risk for these items through strategic sourcing contracts in normal quantities with our suppliers. Interest Rate Risk.
Added
The Company also issued new senior unsecured notes during the fourth quarter of 2024 with a face value of $57.5 million that mature on November 30, 2029, unless redeemed prior to maturity, bearing interest at a fixed rate of 8.375% per annum and paid quarterly.
Removed
The Company’s outstanding financing related to the Maben coal acquisition, which had a balance of $11.4 million at December 31, 2023 and is due in full in 2024, bears interest at the applicable SOFR plus 3% compounded monthly. Foreign Exchange Rate Risk. International sales of coal are typically denominated in U.S. dollars.
Added
The base rate equals the highest of the administrative agent’s prime rate, the Federal Funds Effective Rate plus 0.5%, or 3.0%. Foreign Exchange Rate Risk. International sales of coal are typically denominated in U.S. dollars. As a result, we do not have direct exposure to currency valuation exchange rate fluctuations.

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