10-Q

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2022

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                 to

Commission File Number: 001-38003

RAMACO RESOURCES, INC.

(Exact name of registrant as specified in its charter)

Delaware	38-4018838
(State or other jurisdiction	(I.R.S. Employer
of incorporation or organization)	Identification No.)
250 West Main Street, Suite 1800
Lexington, Kentucky	40507
(Address of principal executive offices)	(Zip code)
(859) 244-7455
(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	METC	NASDAQ Global Select Market
9.00% Senior Notes due 2026	METCL	NASDAQ Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  ⌧  No  ◻

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes  ⌧    No  ◻

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☒
Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  ☐    No  ☒

As of November 7, 2022, the registrant had 44,121,702 shares of common stock outstanding.

TABLE OF CONTENTS

		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	28
Item 4.	Controls and Procedures	28
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	28
Item 1A.	Risk Factors	29
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29
Item 3.	Defaults Upon Senior Securities	29
Item 4.	Mine Safety Disclosures	29
Item 5.	Other Information	29
Item 6.	Exhibits	30
SIGNATURES		31

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this “Quarterly Report”) includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements, other than statements of historical fact included in this report, regarding our strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this Quarterly Report, the words “could,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements described under, but not limited to, the heading “Item 1A. Risk Factors” included in this Quarterly Report and elsewhere in the Annual Report of Ramaco Resources, Inc. (the “Company”) on Form 10-K for the year ended December 31, 2021 (the “Annual Report”) filed with the United States Securities and Exchange Commission (the “SEC”) on April 1, 2022 and other filings of the Company with the SEC.

Forward-looking statements may include statements about:

● risks related to the impact of the novel coronavirus “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 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;

● anticipated production levels, costs, sales volumes and revenue;

● timing and ability to complete major capital projects;

● economic conditions in the metallurgical coal and steel industries generally, including any near-term or long-term downturn in these industries as a result of the COVID-19 global pandemic and related actions;

● expected costs to develop planned and future mining operations, including the costs to construct necessary processing, refuse disposal and transport facilities;

● estimated quantities or quality of our metallurgical coal reserves;

● our ability to obtain additional financing on favorable terms, if required, to complete the acquisition of additional metallurgical coal reserves as currently contemplated or to fund the operations and growth of our business;

● maintenance, operating or other expenses or changes in the timing thereof;

● the financial condition and liquidity of our customers;

● competition in coal markets;

● the price of metallurgical coal or thermal coal;

● compliance with stringent domestic and foreign laws and regulations, including environmental, climate change and health and safety regulations, and permitting requirements, as well as changes in the regulatory environment, the adoption of new or revised laws, regulations and permitting requirements;

● potential legal proceedings and regulatory inquiries against us;

● the impact of weather and natural disasters on demand, production and transportation;

● purchases by major customers and our ability to renew sales contracts;

● credit and performance risks associated with customers, suppliers, contract miners, co-shippers and traders, banks and other financial counterparties;

● geologic, equipment, permitting, site access and operational risks and new technologies related to mining;

● transportation availability, performance and costs;

● availability, timing of delivery and costs of key supplies, capital equipment or commodities such as diesel fuel, steel, explosives and tires;

● timely review and approval of permits, permit renewals, extensions and amendments by regulatory authorities;

● our ability to comply with certain debt covenants;

● tax payments to be paid for the current fiscal year;

● our expectations relating to dividend payments and our ability to make such payments;

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● the anticipated benefits and impacts of the Ramaco Coal, LLC (“Ramaco Coal”) and Maben acquisitions;

● risks related to Russia’s recent invasion of Ukraine and the international community’s response;

● risks related to weakened global economic conditions and inflation; and

● other risks identified in this Quarterly Report that are not historical.

We caution you that these forward-looking statements are subject to a number of risks, uncertainties and assumptions, which are difficult to predict and many of which are beyond our control, incident to the development, production, gathering and sale of coal. Moreover, we operate in a very competitive and rapidly changing environment and additional risks may arise from time to time. It is not possible for our management to predict all of the risks associated with our business, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. Although we believe that our plans, intentions and expectations reflected in or suggested by the forward-looking statements we make in this Quarterly Report are reasonable, we can give no assurance that these plans, intentions or expectations will be achieved or occur, and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results.

All forward-looking statements, expressed or implied, included in this Quarterly Report are expressly qualified in their entirety by this cautionary statement and speak only as of the date of this Quarterly Report. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue.

Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this Quarterly Report.

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PART I - FINANCIAL INFORMATION

Item 1.         Financial Statements

Ramaco Resources, Inc.

Unaudited Condensed Consolidated Balance Sheets

In thousands, except share and per share information	September 30, 2022		December 31, 2021
Assets
Current assets
Cash and cash equivalents	$	46,608	$	21,891
Accounts receivable		50,358		44,453
Inventories		40,028		15,791
Prepaid expenses and other		4,962		4,626
Total current assets		141,956		86,761
Property, plant and equipment, net		403,130		227,077
Financing lease right-of-use assets, net		9,839		9,128
Advanced coal royalties		3,618		5,576
Other		3,589		491
Total Assets	$	562,132	$	329,033
Liabilities and Stockholders' Equity
Liabilities
Current liabilities
Accounts payable	$	30,130	$	15,346
Accrued expenses		49,209		19,410
Asset retirement obligations		484		489
Current portion of long-term debt		30,839		7,674
Current portion of related party debt		35,000		—
Current portion of financing lease obligations		4,776		3,461
Other current liabilities		—		280
Total current liabilities		150,438		46,660
Asset retirement obligations		28,339		22,060
Long-term debt, net		16,838		3,339
Long-term related party debt		10,000		—
Long-term financing lease obligations, net		3,783		4,599
Senior notes, net		32,712		32,363
Deferred tax liability, net		17,985		6,406
Other long-term liabilities		3,368		2,532
Total liabilities		263,463		117,959
Commitments and contingencies		—		—
Stockholders' Equity
Preferred stock, $0.01 par value, 50,000,000 shares authorized, none issued and outstanding		—		—
Common stock, $0.01 par value, 260,000,000 shares authorized, 44,121,702 at September 30, 2022 and 44,092,981 at December 31, 2021 shares issued and outstanding		441		441
Additional paid-in capital		166,994		163,566
Retained earnings		131,234		47,067
Total stockholders' equity		298,669		211,074
Total Liabilities and Stockholders' Equity	$	562,132	$	329,033

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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Ramaco Resources, Inc.

Unaudited Condensed Consolidated Statements of Operations

	Three months ended September 30,				Nine months ended September 30,
In thousands, except per-share amounts	2022		2021		2022		2021
Revenue	$	136,925	$	76,377	$	430,461	$	195,889
Costs and expenses
Cost of sales (exclusive of items shown separately below)		79,634		54,808		237,530		143,768
Asset retirement obligations accretion		495		156		1,485		461
Depreciation and amortization		11,435		6,751		29,898		18,861
Selling, general and administrative		8,672		5,895		29,282		15,767
Total costs and expenses		100,236		67,610		298,195		178,857
Operating income		36,689		8,767		132,266		17,032
Other income (expense), net		(933)		789		1,781		7,156
Interest expense, net		(2,255)		(933)		(5,323)		(1,418)
Income before tax		33,501		8,623		128,724		22,770
Income tax expense		6,596		1,588		27,068		1,650
Net income	$	26,905	$	7,035	$	101,656	$	21,120
Earnings per common share
Basic	$	0.61	$	0.16	$	2.30	$	0.48
Diluted	$	0.60	$	0.16	$	2.27	$	0.48
Basic weighted average shares outstanding		44,085		44,109		44,179		43,915
Diluted weighted average shares outstanding		44,543		44,465		44,747		43,996

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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Ramaco Resources, Inc.

Unaudited Condensed Consolidated Statements of Stockholders’ Equity

			Additional				Total
	Common		Paid-		Retained		Stockholders'
In thousands	Stock		in Capital		Earnings		Equity
Balance at January 1, 2022	$	441	$	163,566	$	47,067	$	211,074
Stock-based compensation		2		1,885		—		1,887
Dividends declared		—		—		(2,497)		(2,497)
Net income		—		—		41,471		41,471
Balance at March 31, 2022		443		165,451		86,041		251,935
Restricted stock surrendered for withholding taxes payable		(2)		(2,819)		—		(2,821)
Stock-based compensation		—		2,286		—		2,286
Dividends declared		—		—		(4,998)		(4,998)
Net income		—		—		33,280		33,280
Balance at June 30, 2022		441		164,918		114,323		279,682
Stock-based compensation		—		2,019		—		2,019
Stock options exercised		—		107		—		107
Shares surrendered for withholding taxes payable		—		(50)		—		(50)
Dividends declared		—		—		(9,994)		(9,994)
Net income		—		—		26,905		26,905
Balance at September 30, 2022	$	441	$	166,994	$	131,234	$	298,669
Balance at January 1, 2021	$	427	$	158,859	$	9,809	$	169,095
Stock-based compensation		15		1,040		—		1,055
Net income		—		—		4,143		4,143
Balance at March 31, 2021		442		159,899		13,952		174,293
Restricted stock surrendered for withholding taxes payable		(1)		(326)		—		(327)
Stock-based compensation		—		1,522		—		1,522
Net income		—		—		9,942		9,942
Balance at June 30, 2021		441		161,095		23,894		185,430
Stock-based compensation		—		1,342		—		1,342
Net income		—		—		7,035		7,035
Balance at September 30, 2021	$	441	$	162,437	$	30,929	$	193,807

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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Ramaco Resources, Inc.

Unaudited Condensed Consolidated Statements of Cash Flows

	Nine months ended September 30,
In thousands	2022		2021
Cash flows from operating activities:
Net income	$	101,656	$	21,120
Adjustments to reconcile net income to net cash from operating activities:
Accretion of asset retirement obligations		1,485		461
Depreciation and amortization		29,898		18,861
Amortization of debt issuance costs		367		96
Stock-based compensation		6,192		3,919
Other income - gain on sale of mineral rights		(2,113)		—
Other income - employee retention tax credit		—		(5,407)
Deferred income taxes		11,579		1,650
Changes in operating assets and liabilities:
Accounts receivable		(5,905)		(17,293)
Prepaid expenses and other current assets		1,242		5,611
Inventories		(24,237)		(1,933)
Other assets and liabilities		91		760
Accounts payable		12,432		7,515
Accrued expenses		26,112		2,397
Net cash from operating activities		158,799		37,757
Cash flow from investing activities:
Capital expenditures		(91,384)		(17,642)
Acquisition of Ramaco Coal assets		(11,738)		—
Acquisition of Maben assets		(10,715)		—
Proceeds from sale of mineral rights		2,000		—
Net cash from investing activities		(111,837)		(17,642)
Cash flows from financing activities:
Proceeds from borrowings		17,000		50,545
Proceeds from stock option exercises		107		—
Payments of debt issuance cost		—		(2,356)
Payment of dividends		(14,996)		—
Repayment of borrowings		(17,066)		(24,900)
Repayments of financed insurance payable		(280)		(862)
Repayments of financing leased equipment		(3,760)		(1,253)
Restricted stock surrendered for withholding taxes payable		(2,871)		(327)
Net cash from financing activities		(21,866)		20,847
Net change in cash and cash equivalents and restricted cash		25,096		40,962
Cash and cash equivalents and restricted cash, beginning of period		22,806		6,710
Cash and cash equivalents and restricted cash, end of period	$	47,902	$	47,672
Supplemental cash flow information:
Cash paid for interest	$	4,680	$	852
Cash paid for taxes		15,500		—
Non-cash investing and financing activities:
Leased assets obtained under new financing leases		4,259		9,157
Financed equipment purchases		5,730		—
Capital expenditures included in accounts payable and accrued expenses		9,004		3,128
Ramaco Coal acquisition		56,551		—
Maben Coal acquisition		21,000		—
Additional asset retirement obligations incurred		4,682		235
Accrued dividends payable		4,994		—

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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Ramaco Resources, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

NOTE 1—BUSINESS

Ramaco Resources, Inc. (the “Company,” “we,” “us” or “our,”) is a Delaware corporation formed in October 2016. Our principal corporate and executive offices are located in Lexington, Kentucky with operational offices in Charleston, West Virginia and Sheridan, Wyoming. We are an operator and developer of high-quality, low-cost metallurgical coal in southern West Virginia, southwestern Virginia, and southwestern Pennsylvania.

COVID-19 Pandemic—COVID-19 continues to impact countries across the world, and the duration and severity of the effects are currently unknown. We continue to actively monitor the situation and may take further actions altering our business operations that we determine are in the best interests of our employees, customers, suppliers, and stakeholders, or as required by federal, state, or local authorities.

Russian/Ukraine Conflict—The extent and duration of the military conflict involving Russia and Ukraine, resulting sanctions and future market or supply disruptions in the region, are impossible to predict, but could be significant and may have a severe adverse effect on the region. Globally, various governments have banned imports from Russia including commodities such as oil, natural gas and coal. These events have caused volatility in the commodity markets. This volatility, including market expectations of potential changes in coal prices and inflationary pressures on steel products, may have a significant effect on market prices and overall demand for our coal and the cost of supplies and equipment. We are closely monitoring the potential effects on the market.

We have no meaningful direct financial exposure to Russia and Ukraine; however, the European Union ban on Russian coal has put upward pressure on international thermal coal prices. In addition, fear of economic contraction may affect future demand for coking coal. Recently, values of certain indices for high quality thermal coal have exceeded values of coking coal indices. If these conditions persist, available coking coal may be directed into thermal markets.

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation—These interim financial statements are unaudited and have been prepared pursuant to the rules and regulations of the SEC regarding interim financial reporting. Certain disclosures have been condensed or omitted from these financial statements. Accordingly, they do not include all the information and notes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete consolidated financial statements, and should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2021.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of normal recurring adjustments, necessary to fairly present the financial position as of, and the results of operations for, all periods presented. In preparing the accompanying financial statements, management has made certain estimates and assumptions that affect reported amounts in the condensed consolidated financial statements and disclosures of contingencies. Actual results may differ from those estimates. The results for interim periods are not necessarily indicative of annual results. Intercompany balances and transactions between consolidated entities have been eliminated.

Cash and Cash Equivalents—We classify all highly liquid instruments with an original maturity of three months or less to be cash equivalents. Restricted cash balances were $1.3 million at September 30, 2022 and $0.9 million at December 31, 2021. These consisted of funds held in escrow for potential future workers’ compensation claims and were classified in other current assets in the consolidated balance sheets.

Self-Insurance—We are self-insured for certain losses relating to workers’ compensation claims, including pneumoconiosis (occupational disease) claims. We purchase insurance coverage to reduce our exposure to significant levels of these claims. Self-insured losses are accrued based upon estimates of the aggregate liability for uninsured claims incurred as of the balance sheet date using current and historical claims experience and certain actuarial

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assumptions. At September 30, 2022, the estimated aggregate liability for uninsured claims totaled $4.2 million. Of this, $2.7 million is included in other long-term liabilities within the consolidated balance sheet at September 30, 2022. At December 31, 2021, the estimated aggregate liability for uninsured claims totaled $3.9 million including $2.4 million included in other long-term liabilities. These estimates are subject to uncertainty due to a variety of factors, including extended lag times in the reporting and resolution of claims, and trends or changes in claim settlement patterns, insurance industry practices and legal interpretations. As a result, actual costs could differ significantly from the estimated amounts. Adjustments to estimated liabilities are recorded in the period in which the change in estimate occurs.

Financial Instruments—Our financial assets and liabilities consist of cash, accounts receivable, accounts payable and indebtedness. The fair values of these instruments approximate their carrying amounts at each reporting date, except that our Senior Notes have an estimated fair value of approximately $1.0 million higher than the balance recorded as of September 30, 2022.

Nonrecurring fair value measurements include asset retirement obligations, the estimated fair value of which is calculated as the present value of estimated cash flows related to its reclamation liabilities using Level 3 inputs. The significant inputs used to calculate such liabilities include estimates of costs to be incurred, our credit adjusted discount rate, inflation rates and estimated date of reclamation.

Concentrations—During the three months ended September 30, 2022, sales to our top four customers accounted for approximately 19%, 13%, 12% and 12% of our total revenue, respectively, aggregating to approximately 56% of our total revenue. The balance due from these four customers at September 30, 2022 was approximately 44% of total accounts receivable. During the nine months ended September 30, 2022, sales to our top two customers accounted for approximately 23% and 17% of our total revenue, respectively, aggregating to approximately 40% of our total revenue. During the three months ended September 30, 2021, sales to our top three customers accounted for approximately 64% of total revenue. During the nine months ended September 30, 2021, sales to our top three customers accounted for approximately 59% of total revenue.

Adoption of New Accounting Standards

In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12, Income Taxes, which enhances and simplifies various aspects of the income tax accounting guidance, including requirements such as tax basis step-up in goodwill obtained in a transaction that is not a business combination, ownership changes in investments, and interim-period accounting for enacted changes in tax law. The standard was effective for us in the first quarter of our fiscal year 2021. The adoption of this ASU did not have a material impact on our consolidated financial statements.

Recent Accounting Pronouncements Being Assessed

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which became effective immediately. The amendments in ASU 2020-04 provide optional relief regarding the accounting effects of reference rate reform, including various types of contract modifications (e.g., debt) as well as hedging relationships. Overall, the guidance permits financial reporting that generally reflects the intended continuation of contracts that reference rates, such as the London Interbank Offered Rate (“LIBOR”), that are expected to be discontinued as a result of reference rate reform initiatives. The Company has an outstanding term loan that references LIBOR; however, the debt is expected to be repaid in the near term and, therefore, a contract amendment to replace LIBOR is considered unlikely.

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NOTE 3—PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consisted of the following:

(In thousands)	September 30, 2022		December 31, 2021
Plant and equipment	$	203,529	$	167,019
Mining property and mineral rights		120,708		26,064
Construction in process		38,932		9,972
Capitalized mine development costs		145,304		104,291
Less: accumulated depreciation and amortization		(105,343)		(80,269)
Total property, plant and equipment, net	$	403,130	$	227,077

Capitalized amounts related to coal reserves at properties where we are not currently developing or actively engaged in mining operations totaled $46.2 million as of September 30, 2022 and $25.1 million as of December 31, 2021.

In addition to the amounts discussed above, on July 10, 2022, we experienced a material methane ignition at our Berwind mining complex. The cause of the ignition is presently unknown. We, in conjunction with the appropriate state and federal regulatory authorities, have been conducting a full investigation into the incident, which is still ongoing. The mine was idle at the time of the incident, and there were no personnel in the mine nor any injuries or fatalities. Due to regulatory oversight related to safety conditions, the Company has not yet inspected the area of the mine where the ignition event occurred. Accordingly, we have not yet estimated the damages incurred or determined a remediation and restart plan. As a result, no entries have been recorded for a potential loss relating to this matter. Production from the Berwind Complex is expected to be impacted for an indeterminant period of time. We will provide additional information regarding plans for both the rehabilitation and restarting of the mine as it becomes available.

Depreciation and amortization included:

	Three months ended September 30,				Nine months ended September 30,
(In thousands)	2022		2021		2022		2021
Depreciation of plant and equipment	$	6,763	$	4,484	$	16,864	$	13,354
Depreciation of right of use assets (financing leases)		1,710		413		3,806		540
Amortization of capitalized
mine development costs		2,962		1,854		9,228		4,967
Total depreciation and amortization	$	11,435	$	6,751	$	29,898	$	18,861

NOTE 4—DEBT

Revolving Credit Facility and Term Loan—On November 2, 2018, we entered into a Credit and Security Agreement (as amended or amended and restated the “Revolving Credit Facility” or the “Credit Agreement”) with KeyBank National Association (“KeyBank”), as the administrative agent, and other lenders party thereto. The Credit Agreement was amended on February 20, 2020 and March 19, 2021. On October 29, 2021, we entered into the Amended and Restated Credit and Security Agreement (the “Amendment and Restatement”) with KeyBank. Prior to the Amendment and Restatement, the Credit Agreement consisted of the $10.0 million term loan (the “Term Loan”) and up to $30.0 million revolving line of credit, including $3.0 million letter of credit availability. The Amendment and Restatement increased the overall availability under the revolving credit line to $40.0 million and extended the maturity date to December 31, 2024. All personal property assets, including, but not limited to accounts receivable, coal inventory and certain mining equipment are pledged to secure the Revolving Credit Facility. On April 29, 2022, we entered into the First Amendment to Amended and Restated Credit and Security Agreement with KeyBank to allow for the Ramaco

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Coal asset acquisition. On September 23, 2022, we entered into the Second Amendment to Amended and Restated Credit and Security Agreement with KeyBank to allow for the Maben Coal acquisition.

The Revolving Credit Facility bears interest based on Secure Overnight Financing Rate (“SOFR”) + 2.0% or Base Rate + 1.5%. “Base Rate” is the highest of (i) KeyBank’s prime rate, (ii) Federal Funds Effective Rate + 0.5%, or (iii) SOFR + 2.0%. Advances under the Revolving Credit Facility are made initially as Base Rate loans but may be converted to SOFR rate loans at certain times at our discretion. At September 30, 2022, there was a $17.0 million borrowing and a $0.4 million letter of credit outstanding under the Revolving Credit Facility, leaving $22.6 million of remaining availability.

The Term Loan is secured under a Master Security Agreement with a pledge of certain underground and surface mining equipment, bears interest at LIBOR + 5.15% and is required to be repaid in monthly installments of $278 thousand including accrued interest. The outstanding principal balance of the Term Loan was $0.8 million at September 30, 2022.

The Credit Agreement contains usual and customary covenants including limitations on liens, additional indebtedness, investments, restricted payments, asset sales, mergers, affiliate transactions and other customary limitations, as well as financial covenants. At September 30, 2022, we were in compliance with all financial covenants under the Credit Agreement.

Key Equipment Finance Loan—On April 16, 2020, we entered into an equipment loan with Key Equipment Finance, a division of KeyBank, as lender, in the principal amount of $4.7 million for the financing of existing underground and surface equipment (the “Equipment Loan”). The Equipment Loan bears interest at 7.45% per annum and is payable in 36 monthly installments of $147 thousand. There is a 3% premium for prepayment of the note within the first 12 months. This premium declines by 1% during each successive 12-month period. The outstanding principal balance of the Equipment Loan was $1.0 million at September 30, 2022.

9.00% Senior Unsecured Notes due 2026—On July 13, 2021, we completed an offering of $34.5 million, in the aggregate, of the Company’s 9.00% Senior Unsecured Notes due 2026 (the “Senior Notes”), and incurred $2.4 million for note offering costs. The Senior Notes mature on July 30, 2026, unless redeemed prior to maturity. The Senior Notes bear interest at a rate of 9.00% per annum, payable quarterly in arrears on the 30th day of January, April, July and October of each year. We may redeem the Senior Notes in whole or in part, at our option, at any time on or after July 30, 2023, or upon certain change of control events, at a redemption price equal to 100% of the principal amount plus accrued and unpaid interest to, but not including, the date of redemption. Issuance costs for the Senior Notes included underwriters’ fees, attorney, accounting and filing costs totaling $2.4 million. These issuance costs are reported as a debt discount which is being amortized over the Senior Notes term using an effective rate method. The outstanding principal balance under the Senior Notes was $34.5 million at September 30, 2022 and is presented net of unamortized discounts of $1.8 million. The effective interest rate is approximately 10.45%.

J. H. Fletcher & Co. Loan—On July 23, 2021 and November 24, 2021, we entered into equipment loans with J. H. Fletcher & Co., as lender, in the principal amount of $0.9 million and $3.9 million, respectively, for the financing of underground equipment (the “Fletcher Equipment Loans”). The Fletcher Equipment Loans bear no interest and are payable in 24 monthly installments of $200 thousand. In the third quarter of 2022, we obtained additional equipment loans of $4.4 million. The 2022 loans bear no interest and are payable in 24 monthly installments of $195 thousand. The outstanding principal balance of the 2021 and 2022 Fletcher Equipment Loans was $6.4 million at September 30, 2022.

Komatsu Financial Limited Partnership Loan—On August 16, 2021, we entered into an equipment loan with Komatsu Financial Limited Partnership, as lender, in the principal amount of $1.0 million for the financing of surface equipment (the “Komatsu Equipment Loan”). The Komatsu Equipment Loan bears interest at 4.6% per annum and is payable in 36 monthly installments of $36 thousand for the first six months and then at $28 thousand until maturity. The outstanding principal balance of the Komatsu Equipment Loan was $0.6 million at September 30, 2022.

Brandeis Machinery & Supply Company—On January 11, 2022, we entered into equipment loans with Brandeis Machinery & Supply Company, as lender, in the principal amount of $1.4 million for the financing of surface equipment

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(the “Brandeis Equipment Loans”). The Brandeis Equipment Loans bear interest at 4.8% per annum and are payable in 48 monthly installments of $24 thousand. The outstanding principal balance of the Brandeis Equipment Loans was $0.8 million at September 30, 2022.

Ramaco Coal Deferred Purchase Price—On April 29, 2022, we acquired the assets of Ramaco Coal (see Note 12) and entered into an agreement whereby an investment fund managed by Yorktown Partners, as lender, provided financing for the acquisition in the principal amount of $55.0 (the “Ramaco Coal Loan”). The Ramaco Coal Loan bears interest at 9% per annum and is payable in seven quarterly installments of $5 million each quarter in 2022 and $10 million each quarter in 2023 until maturity. The outstanding principal balance of the Ramaco Coal Loan was $45.0 million at September 30, 2022 and is secured by the membership interests of Ramaco Coal, LLC. In the event we make an initial public offering of the equity interests of all or substantially all of the acquired assets of Ramaco Coal, the seller shall have the option to convert up to fifty percent (50%) of the then outstanding principal balance, not to exceed $30 million, into a proportionate equity ownership in such initial public offering.

Financing of Maben Coal Acquisition – On September 23, 2022, we acquired 100% of the equity interests of Maben Coal, LLC (see Note 12) and entered into a secured loan with Investec Bank PLC in the amount of $21.0 million to pay a portion of the purchase price. The loan bears interest at the applicable secured overnight financing rate (“SOFR”) plus a margin of 3.0% payable in cash, compounded monthly. Beginning in January 2023, the Company must start making monthly repayments of the outstanding principal in the amount of $800 thousand per month until the maturity date of September 23, 2024. The outstanding principal balance of $21.0 million at September 30, 2022, was reported in the current portion of long-term debt and long-term debt, net in the amounts of $7.2 million and $13.8 million, respectively.

NOTE 5—LEASES

The Company has various financing leases for mining equipment. These leases are generally for terms up to 36 months and expire through 2025. We had one operating lease for office space that expired in May 2022. A new operating lease for office space was entered into during August 2022 and has a term of 60 months.

Right-of-use assets and lease liabilities are determined as the present value of the lease payments, discounted using either the implicit interest rate in the lease or our estimated incremental borrowing rate based on similar terms, payments and the economic environment where the leased asset is located. Below is a summary of our leases:

(In thousands)	Classification	September 30, 2022		December 31, 2021
Right-of-use assets
Financing	Financing lease right-of-use assets, net	$	9,839	$	9,128
Operating	Other assets		694		25
Total right-of-use assets		$	10,533	$	9,153
Current lease liabilities
Financing	Current portion of financing lease obligations	$	4,776	$	3,461
Operating	Accrued expenses		80		25
Non-current lease liabilities
Financing	Long-term portion of financing lease obligations	$	3,783	$	4,599
Operating	Other long-term liabilities		617		—
Total lease liabilities		$	9,256	$	8,085

NOTE 6—EQUITY

Stock-Based Compensation Awards—Our Long-Term Incentive Plan (“LTIP”) is currently authorized by shareholders for the issuance of awards of up to approximately 10.9 million shares of common stock. As of September 30, 2022, there were approximately 5.4 million shares of common stock available for grant under the LTIP, which

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includes 4.0 million authorized shares that became effective on February 23, 2022. Additionally, granted but unvested shares are generally forfeited upon termination of employment, unless an employee enters into another written arrangement, and may not be sold, assigned, transferred, pledged or otherwise encumbered.

As of September 30, 2022, we had four types of stock-based awards outstanding: options, restricted stock, restricted stock units and performance stock units. Stock-based compensation expense for all four types of stock-based awards totaled $2.0 million and $1.3 million for the three months ended September 30, 2022 and September 30, 2021, respectively. Stock-based compensation expense for all four types of stock-based awards totaled $6.2 million and $3.9 million for the nine months ended September 30, 2022 and September 30, 2021, respectively.

The following table summarizes stock-based awards outstanding, as well as activity for the period:

	Restricted Stock			Restricted Stock Units			Performance Stock Units
		Weighted			Weighted			Weighted
		Average Grant			Average Grant			Average Grant
	Shares	Date Fair Value		Shares	Date Fair Value		Shares	Date Fair Value
Outstanding at December 31, 2021	3,741,770	$	3.98	—	$	—	—	$	—
Granted	214,363		14.59	248,706		15.65	248,706		22.21
Vested	(715,665)		5.38	—		—	—		—
Forfeited	(637)		15.65	—		—	—		—
Outstanding at September 30, 2022	3,239,831	$	4.37	248,706	$	15.65	248,706	$	22.21

Options for the purchase of a total of 937,424 shares of our common stock for $5.34 per share were granted to two executives on August 31, 2016. The options have a ten-year term from the grant date and are fully vested. During the three months ended September 30, 2022, 20,000 options were exercised. The remaining options are outstanding and unexercised and were in-the-money at September 30, 2022 with an intrinsic value of $3.5 million.

Restricted Stock—We grant shares of restricted stock to certain senior executives, key employees and directors. These shares vest over approximately one to three and a half years from the date of grant. During the vesting period, the participants have voting rights and may receive dividends. Upon vesting, the restricted stock becomes unrestricted common shares. The fair value of the restricted stock on the date of the grant during 2022, which averaged $14.59 per share, is amortized ratably over the service period. At September 30, 2022, there was $6.3 million of total unrecognized compensation cost related to unvested restricted stock to be recognized over a weighted-average period of 1.1 years.

Restricted Stock Units—We grant shares of restricted stock units to certain senior executives and key employees. These share units vest ratably over approximately three years from the date of grant. During the vesting period, the participants have no voting rights and no dividend rights; however, participants are entitled to receive dividend equivalents, which shall be subject to the same conditions applicable to the units and payable at the time the units vest, which did not occur during the nine months ended September 30, 2022. Upon vesting and within 30 days thereafter, the recipient will receive one share of common stock for each stock unit.

The 248,706 restricted stock units are linked to the Company’s common stock value which was fair valued on the date of grant at $15.65 per share and is recognized ratably over the service period. At September 30, 2022, there was $3.0 million of total unrecognized compensation cost related to unvested restricted stock units to be recognized over a weighted-average period of 2.3 years.

Performance Stock Units—We grant shares of performance stock units to certain senior executives and key employees. These share units cliff-vest approximately three years from the date of grant based on the achievement of targeted performance levels related to pre-established relative total shareholder return goals. These performance stock units have the potential to be earned from 0% to 200% of target depending on actual results. During the vesting period, the participants have no voting rights and no dividend rights; however, participants are entitled to receive dividend equivalents, which shall be subject to the same conditions applicable to the units and payable at the time the units vest, which did not occur during the nine months ended September 30, 2022. Upon vesting and within 30 days thereafter, the recipient will receive one share of common stock for each stock unit.

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The Company’s 248,706 performance stock units were valued relative to the stock price performance of a peer group of companies at a valuation stock price of $15.65 per share, which was fair valued at $22.21 per share at the date of grant based on a Monte Carlo simulation. The fair value of the performance stock units on the date of the grant is recognized ratably over the service period. At September 30, 2022, there was $4.3 million of total unrecognized compensation cost related to unvested performance stock units to be recognized over a weighted-average period of 2.3 years.

Dividends – On February 18, 2022, the Company announced that its Board of Directors approved an increase in its initial quarterly cash dividend to $5.0 million from the formerly approved $2.5 million that was declared and accrued in December 2021. Dividends in the amount of $5.0 million, or approximately $0.11 per share of common stock, were paid on March 15, 2022, to shareholders of record on March 1, 2022.

In addition, dividends in the amount of $5.0 million, or approximately $0.11 per share of common stock, were paid on June 15, 2022, to shareholders of record on June 1, 2022, and dividends in the amount of $5.0 million, or approximately $0.11 per share of common stock, were paid on September 15, 2022, to shareholders of record on September 1, 2022.

On September 28, 2022, the Company announced that its Board of Directors declared a quarterly cash dividend of approximately $0.11 per share of common stock. Dividends of $5.0 million were accrued at September 30, 2022, and are payable on December 15, 2022, to shareholders of record on December 1, 2022.

NOTE 7—COMMITMENTS AND CONTINGENCIES

Surety Bonds—At September 30, 2022, we had total reclamation bonding requirements of $22.6 million which were supported by surety bonds. Additionally, we had $0.3 million of surety bonds that secured performance obligations.

Contingent Transportation Purchase Commitments—We secure the ability to transport coal through rail contracts and export terminal services contracts that are sometimes funded through take-or-pay arrangements. At September 30, 2022, contingent liabilities under these take-or-pay arrangements totaled $5.4 million under three contracts expiring at various dates between December 31, 2022, and March 31, 2024. The level of these take-or-pay liabilities will be reduced at a per ton rate as such rail and export terminal services are utilized against the required minimum tonnage amounts over the contracts term stipulated in such rail and export terminal contracts.

Litigation—From time to time, the Company may be subject to various litigation and other claims in the normal course of business. No amounts have been accrued in the consolidated financial statements with respect to any matters.

In November 2018, one of our three raw coal storage silos that fed our Elk Creek plant experienced a partial structural failure. Our insurance carrier disputed our claim for coverage and in August 2019 we filed suit. The case went to trial in June 2021 and in July 2021, the jury returned a verdict in our favor for $7.7 million in compensatory damages and made an additional award of $25.0 million for inconvenience and aggravation. In August 2021, the defendants filed a post-trial motion. On March 4, 2022, the court entered its memorandum opinion and order on the motion reducing the jury award to a total of $1.8 million, including pre-judgment interest, based largely on the court’s decision to vacate and set aside, in its entirety, the jury award of damages for inconvenience and aggravation. The same day, the court entered the judgment in accordance with the memorandum opinion and order. No amount is currently reflected in the financial statements related to this matter.

On April 1, 2022, we filed a notice of appeal with the U.S. Court of Appeals for the Fourth Circuit. The matter has been fully briefed by the parties and is now pending before the court.

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NOTE 8—REVENUE

Our revenue is derived from contracts for the sale of coal which is recognized at the point in time control is transferred to our customer. Generally, domestic sales contracts have terms of about one year and the pricing is typically fixed. Export sales have spot or term contracts and pricing can either be by fixed-price or a price derived against index-based pricing mechanisms. Sales completed with delivery to an export terminal are reported as export revenue. Disaggregated information about our revenue is presented below:

	Three months ended September 30,				Nine months ended September 30,
(In thousands)	2022		2021		2022		2021
Coal Sales
North American revenue	$	78,442	$	47,954	$	231,365	$	105,611
Export revenue, excluding Canada		58,483		28,423		199,096		90,278
Total revenue	$	136,925	$	76,377	$	430,461	$	195,889

At September 30, 2022, we had outstanding performance obligations for the remainder of 2022 of approximately 0.5 million tons for contracts with fixed sales prices averaging $197/ton and 0.3 million tons for contracts with index-based pricing mechanisms. Additionally, we had outstanding performance obligations for 2023 of approximately 1.4 million tons for contracts with fixed sales prices averaging $198/ton and 0.1 million tons for contracts with index-based pricing mechanisms. Index-based prices have not been estimated for the purpose of disclosing remaining performance obligations as permitted under the revenue recognition guidance when variable consideration is allocated entirely to a wholly unsatisfied performance obligation.

NOTE 9—INCOME TAXES

Income tax provisions for interim quarterly periods are generally based on an estimated annual effective income tax rate calculated separately from the effect of significant, infrequent or unusual items related specifically to interim periods. The income tax impacts of discrete items are recognized in the period these occur.

Our effective tax rate for the three months ended September 30, 2022 and September 30, 2021 was 20% and 21%, respectively. Our effective tax rate, again excluding discrete items, for the nine months ended September 30, 2022 and 2021 was 21.9% and 13%, respectively. Discrete items during the 2021 periods included the impact of legislative changes in West Virginia and Virginia for which we recognized a tax benefit of $1.6 million. We also reported discrete items related to stock-based compensation in 2022 and 2021 periods. The primary difference from the federal statutory rate of 21% in each period is related to state taxes, permanent differences for non-deductible expenses and depletion expense for income tax purposes.

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NOTE 10—EARNINGS PER SHARE

The following is the computation of basic and diluted EPS:

	Three months ended September 30,				Nine months ended September 30,
(In thousands, except per share amounts)	2022		2021		2022		2021
Numerator
Net income	$	26,905	$	7,035	$	101,656	$	21,120
Denominator
Weighted average shares used to compute basic earnings per share		44,085		44,109		44,179		43,915
Dilutive effect of stock option awards		458		356		560		81
Dilutive effect of restricted stock units and performance stock units awards		—		—		8		—
Weighted average shares used to compute diluted earnings per share		44,543		44,465		44,747		43,996
Earnings (loss) per share
Basic	$	0.61	$	0.16	$	2.30	$	0.48
Diluted	$	0.60	$	0.16	$	2.27	$	0.48

Diluted earnings per share for the three months ended September 30, 2022, excludes 249 thousand of RSUs because the effect would have been antidilutive. Diluted earnings per share for the three months ended September 30, 2022, also excludes 249 thousand of performance stock units based on the guidance for contingently issuable shares, which requires exclusion when based on current period results, the shares would not be issuable if the end of the reporting period were the end of the contingency period. The performance stock units were excluded from diluted earnings per share for the nine months ended September 30,2022 as well.

NOTE 11—RELATED PARTY TRANSACTIONS

Mineral Lease and Surface Rights Agreements—Prior to the acquisition of Ramaco Coal, LLC (“Ramaco Coal”), see Note 12, much of the coal reserves and surface rights that we control were acquired through a series of mineral leases and surface rights agreements with Ramaco Coal, who was a related party. Production royalty payables totaling $0.4 million at December 31, 2021 were included in accounts payable in the consolidated balance sheet. Royalties paid to Ramaco Coal in 2022, prior to the acquisition, totaled $3.1 million. Royalties paid to Ramaco Coal in the three and nine months ended September 30, 2021 totaled $1.3 million and $3.9 million, respectively.

Administrative Services—Also prior to the acquisition of Ramaco Coal, the Company and Ramaco Coal agreed to share the services of certain of each company’s employees pursuant to a Mutual Service Agreement, dated December 22, 2017 but effective as of March 31, 2017. Each party paid the other a fee on a quarterly basis for such services calculated as the annual base salary of each employee providing services multiplied by the percentage of time each employee spent providing services for the other party. Year-to-date charges to Ramaco Coal in 2022, prior to the acquisition, were $44 thousand. For the three and nine months ended September 30, 2021, charges to Ramaco Coal were $40 thousand and $79 thousand, respectively.

Legal Services—Some of the professional legal services we receive are provided by Jones & Associates (“Jones”), a related party. Legal services payable totaled $0.6 million at September 30, 2022 and were included in accrued expenses in the consolidated balance sheet. There were no legal services payable as of December 31, 2021. No legal services were paid to Jones in the three months ended September 30, 2022 and September 30, 2021. Legal services paid to Jones in the nine months ended September 30, 2022 and September 30, 2021 totaled $0.8 million and zero, respectively.

Ramaco Coal Deferred Purchase Price—As part of the financing of the acquisition of Ramaco Coal (see Note 12), we incurred interest expense of $1.1 million and $2.0 million for the three and nine months ended September 30, 2022.

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Ramaco Foundation--The Company made a charitable cash contribution of $1.0 million in the third quarter of 2022 to the Ramaco Foundation, which was recognized in Other income (expense), net, on the income statement. The Ramaco Foundation is an unconsolidated not-for-profit organization whose board of directors includes several members of the Company’s management and board of directors.

NOTE 12—ACQUISITIONS

Ramaco Coal

On April 29, 2022, the acquisition of Ramaco Coal, an entity owned by an investment fund managed by Yorktown Partners and certain members of the Company's management, was completed pursuant to a Purchase and Sale Agreement, dated February 23, 2022. The purchase price was approximately $65 million, consisting of an initial payment of $10 million paid at closing and a deferred purchase price of $55 million to be paid during the remainder of 2022 in $5 million ratable quarterly installments, and $10 million ratable quarterly installments to be paid in 2023 plus interest at a rate of 9%.

Ramaco Coal controls certain coal mineral interests of principally metallurgical coal properties which are owned in fee or leased under long-term leases that are, in turn, leased or subleased to the Company and various third parties. Such lessees pay a royalty based on the amount of metallurgical coal mined and the realized price per ton.

Ramaco Coal also controls a large thermal coal deposit and permit near Sheridan, Wyoming covering approximately 16 thousand acres, including a research and development facility and associated equipment and has a goal of converting coal to carbon products, such as graphene, graphite and carbon fiber.

Concurrent with this acquisition, the Company and Ramaco Coal each sold certain mineral rights located in West Virginia (the “Split Ridge Arrangement”). To compensate for the sale of these rights, we received an overriding royalty arrangement which included $2 million up front and $125 thousand quarterly minimum royalty payment beginning in January 2024 until December 2028. The fair value of this arrangement was $3.7 million, of which, $1.6 million was treated as an allocation of the fair value of this disposed component of Ramaco Coal and, separately, a $2.1 million gain on the sale of the Company’s mineral rights included in Other income (expense), net on the income statement.

The acquisition of Ramaco Coal was accounted for as a purchase of assets due to substantially all of the fair value being concentrated in a single asset, the rights to metallurgical coal deposits. The consideration paid in connection with the acquisition of Ramaco Coal, including $1.6 million in closing costs, relinquishment of $1.6 million of prepaid royalties and $0.1 million paid to a mineral owner as part of the acquisition, was approximately $68.3 million and was allocated based on fair values to mining property and mineral rights ($65.1 million), buildings ($2.6 million) and equipment ($0.6 million). Refer to Note 4 for a description of the acquisition financing.

Maben Coal

On September 23, 2022, the Company completed the acquisition of 100% of the equity interests of Maben Coal, LLC (“Maben Coal”) pursuant to the Securities Purchase Agreement dated August 8, 2022, with Appleton Coal, LLC. The purchase price was approximately $30.0 million, consisting of an initial payment of $9.0 million and proceeds from a new two-year loan in the amount of $21.0 million. The Company also paid approximately $1.7 million of transaction costs and recognized liabilities of $1.3 million, primarily related to $1.2 million of cash bond replacement obligations incurred by the Company as part of the transaction.

We acquired a large coal deposit on approximately 28 thousand leased acres located in Wyoming County and Raleigh County, West Virginia. We assumed existing mining permits issued by the West Virginia Department of Environmental Protection, which authorize mining by both surface and highwall mining methods as well as by underground methods. The property also has issued permits covering an existing haul road, as well as an active refuse

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disposal area together with a preparation plant and unit train loadout, neither of which had been constructed as of the closing date.

The acquisition of Maben Coal was accounted for as a purchase of assets due to substantially all of the fair value being concentrated in a single asset, the rights to leased metallurgical coal deposits. The total consideration of approximately $33.0 million was allocated to mining property and mineral rights ($30.6 million), capitalized mine development costs ($1.0 million), receivable for the right to recover cash bond replacement payments owed by the Company discussed above ($1.2 million), and recoupable royalties ($0.2 million). Refer to Note 4 for information regarding the acquisition financing.

Fair Value

The consideration for both acquisitions above was allocated based on the relative fair values of the assets acquired, the primary asset of which was mining properties and mineral rights. The fair values of mining properties and mineral rights were determined based on Level 3 inputs, which are generally unobservable, requiring the Company to make assumptions based on a market participant perspective. Key Level 3 assumptions included future coal prices, capital expenditures, future coal production, production costs, and an appropriate rate at which to discount the future cash flows. We believe our assumptions to be consistent with those a market participant would use for valuation purposes.

* * * * *

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

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in our Annual Report, as well as the financial statements and related notes appearing elsewhere in this Quarterly Report. The following discussion contains forward-looking statements that reflect our future plans, estimates, beliefs and expected performance. The forward-looking statements are dependent upon events, risks and uncertainties that may be outside our control. We caution you that our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to such differences are discussed elsewhere in this Quarterly Report, particularly in the “Cautionary Note Regarding Forward-Looking Statements” and in our Annual Report and in this Quarterly Report under the heading “Item 1A. Risk Factors,” all of which are difficult to predict. In light of these risks, uncertainties and assumptions, the forward-looking events discussed may not occur. We do not undertake any obligation to publicly update any forward-looking statements except as otherwise required by applicable law.

Overview

We are an operator and developer of high-quality, low-cost metallurgical coal in southern West Virginia, southwestern Virginia, and southwestern Pennsylvania. Our executive offices are located in Lexington, Kentucky, with operational offices in Charleston, West Virginia and Sheridan, Wyoming. We are a pure play metallurgical coal company with 39 million reserve tons and 769 million of measured and indicated resource tons of high-quality metallurgical coal. We believe our advantaged reserve geology provides us with higher productivities and industry leading lower cash costs.

Our development portfolio primarily includes four properties: Elk Creek, Berwind, Knox Creek and RAM Mine. 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 and thermal coal consumers. In addition, the Company completed acquisitions of Ramaco Coal and Maben Coal in the second and third quarters of 2022, respectively. With the Ramaco Coal acquisition, we control coal deposits in Wyoming along with facilities that house research and development activities. With the Maben Coal acquisition, the Company has obtained control of additional coal deposits in West Virginia.

During the first nine months of 2022, we sold 1.8 million tons of coal. Of this, 54% was sold in North American markets, including Canada, and 46% was sold in export markets, principally to Europe, South America, Asia and Africa. During the same period of 2021, 54% of our sales were sold in North American markets, with the remaining 46% being sold into the export markets.

At September 30, 2022, we had outstanding performance obligations for the remainder of 2022 of approximately 0.5 million tons for contracts with fixed sales prices averaging $197/ton and 0.3 million tons for contracts with index-based pricing mechanisms. Additionally, we had outstanding performance obligations for 2023 of approximately 1.4 million tons for contracts with fixed sales prices averaging $198/ton and 0.1 million tons for contracts with index-based pricing mechanisms.

COVID-19 continues to impact countries across the world, and the duration and severity of the effects are currently unknown. We continue to actively monitor the situation and may take further actions altering our business operations that we determine are in the best interests of our employees, customers, suppliers, and stakeholders, or as required by federal, state, or local authorities.

Regarding the military conflict involving Russia and Ukraine, resulting sanctions and future market or supply disruptions in the region, are impossible to predict, but could be significant and may have a severe adverse effect on the region. Globally, various governments have banned imports from Russia including commodities such as oil, natural gas and coal. These events have caused volatility in the commodity markets. This volatility, including market expectations of potential changes in coal prices and inflationary pressures on steel products, may have a significant effect on market

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prices and overall demand for our coal and the cost of supplies and equipment. We are closely monitoring the potential effects on the market.

We have no meaningful direct financial exposure to Russia and Ukraine; however, the European Union ban on Russian coal has put upward pressure on international thermal coal prices. In addition, fear of economic contraction may affect future demand for coking coal. Recently, values of certain indices for high quality thermal coal have exceeded values of coking coal indices. If these conditions persist, available coking coal may be directed into thermal markets.

Recent Developments

On July 10, 2022, we experienced a material methane ignition at our Berwind mining complex. The cause of the ignition is presently unknown. We, in conjunction with the appropriate state and federal regulatory authorities, have been conducting a full investigation into the incident, which is still ongoing. The mine was idle at the time of the incident, and there were no personnel in the mine nor any injuries or fatalities. Due to regulatory oversight related to safety conditions, the Company has not yet inspected the area of the mine where the ignition event occurred. Accordingly, we have not yet estimated the damages incurred or determined a remediation and restart plan. As a result, no entries have been recorded for a potential loss relating to this matter. Production from the Berwind Complex is expected to be impacted for an indeterminant period of time. We will provide additional information regarding plans for both the rehabilitation and restarting of the mine as it becomes available.

Results of Operations

	Three months ended September 30,				Nine months ended September 30,
(In thousands)	2022		2021		2022		2021
Revenue	$	136,925	$	76,377	$	430,461	$	195,889
Costs and expenses
Cost of sales (exclusive of items shown separately below)		79,634		54,808		237,530		143,768
Asset retirement obligations accretion		495		156		1,485		461
Depreciation and amortization		11,435		6,751		29,898		18,861
Selling, general and administrative		8,672		5,895		29,282		15,767
Total costs and expenses		100,236		67,610		298,195		178,857
Operating income		36,689		8,767		132,266		17,032
Other income (expense), net		(933)		789		1,781		7,156
Interest expense, net		(2,255)		(933)		(5,323)		(1,418)
Income before tax		33,501		8,623		128,724		22,770
Income tax expense		6,596		1,588		27,068		1,650
Net income	$	26,905	$	7,035	$	101,656	$	21,120
Earnings per common share
Basic	$	0.61	$	0.16	$	2.30	$	0.48
Diluted	$	0.60	$	0.16	$	2.27	$	0.48
Adjusted EBITDA	$	50,705	$	17,805	$	172,622	$	47,429

During the three and nine months ended September 30, 2022, our net income and Adjusted EBITDA were significantly higher compared to the same periods in 2021. Sales pricing was higher by 92% and 121%, respectively, during the three and nine months ended September 30, 2022 than the same periods during 2021, which was primarily

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due to the global rebound of metallurgical demand from the previous effects of COVID-19. Other income for the nine months ended September 30, 2022 included $2.1 million related to the sale of mineral rights. In the nine months ended September 30, 2021, we recognized a total of $5.4 million in other income for the CARES Act Employee Retention Tax Credit.

Three Months Ended September 30, 2022 Compared to Three Months Ended September 30, 2021

Revenue. Our revenue includes sales of Company produced coal and coal purchased from third parties. We include amounts billed by us for transportation to our customers within revenue and transportation costs incurred within cost of sales. Revenue per ton sold (FOB mine) and cash cost per ton sold (FOB mine) each exclude the impact of transportation billings and costs.

Coal sales information is summarized as follows:

	Three months ended September 30,
(In thousands)	2022		2021		Increase (Decrease)
Company Produced
Coal sales revenue	$	135,416	$	75,207	$	60,209
Tons sold		602		637		(35)
Purchased from Third Parties
Coal sales revenue	$	1,509	$	1,170	$	339
Tons sold		7		7		(0)

Coal sales revenue in the third quarter of 2022 was $136.9 million, 79% higher than in the third quarter of 2021 primarily due to increased revenue per tons sold (FOB Mine) in the third quarter of 2022. Revenue per ton sold (FOB mine) increased 92% from $105/ton in the third quarter of 2021 to $202/ton in the third quarter of 2022. We sold 608 thousand tons of coal in the third quarter of 2022, a 6% decrease over the same period in 2021 due to rail-related constraints. We benefited from improved domestic fixed and export spot/index pricing for metallurgical coal in 2022. Additionally, favorable conditions in the steel and metallurgical markets contributed to an increase demand for metallurgical coal and stronger pricing.

Cost of sales. Our cost of sales totaled $79.6 million for the three months ended September 30, 2022 as compared with $54.8 million for the same period in 2021 due to higher sales-related costs directly associated with higher revenue per ton sold in 2022 and inflationary pressures on overall costs. The cash cost per ton sold (FOB mine) for the third quarter of 2022 was $99/ton, compared with $72/ton in the third quarter of 2021.

Asset retirement obligation accretion. Asset retirement obligation accretion was $0.5 million for the three-month period ended September 30, 2022 and $0.2 million for the three-month period ended September 30, 2021.

Depreciation and amortization. Depreciation and amortization expense was $11.4 million and $6.8 million for the three-month periods ended September 30, 2022 and September 30, 2021, respectively, primarily due to additional mining equipment placed in service in recent periods over the past year.

Selling, general and administrative. Selling, general and administrative expenses were $8.7 million for the three months ended September 30, 2022 and $5.9 million for the three months ended September 30, 2021 primarily due to higher stock compensation, incentives and professional services in 2022, related to the Company’s production growth profile.

Other income (expense), net. Other expense, net was $1.0 million for the three months ended September 30, 2022. For the three months ended September 30, 2021, other income, net was $0.8 million.

Interest expense, net. Interest expense, net was approximately $2.3 million during the three months ended September 30, 2022. Interest expense, net was approximately $0.9 million in the three months ended September 30,

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2021. Interest expense, net was higher compared to 2021 primarily due to debt incurred in the acquisition of Ramaco Coal in the second quarter of 2022.

Income tax expense. The effective tax rate for the three months ended September 30, 2022 and 2021 was 20% and 21%, respectively. The primary difference from the federal statutory rate of 21% is related to state taxes, permanent differences for non-deductible expenses and the difference in depletion expense between GAAP and federal income tax purposes.

Nine Months Ended September 30, 2022 Compared to Nine Months Ended September 30, 2021

Revenue. Coal sales information is summarized as follows:

	Nine months ended September 30,
(In thousands)	2022		2021		Increase (Decrease)
Company Produced
Coal sales revenue	$	424,058	$	190,211	$	233,847
Tons sold		1,753		1,707		46
Purchased from Third Parties
Coal sales revenue	$	6,403	$	5,678	$	725
Tons sold		22		44		(22)

Coal sales revenue in the nine months ended September 30, 2022 was $430.5 million, 120% higher than in the same period in 2021 principally due to revenue per ton sold (FOB mine) increasing 121% from $98/ton in the nine months ended September 30, 2021 to $217/ton in the same period in 2022. We sold 1.8 million tons of coal in the nine-month period ended September 30, 2022, which was in line with the same period in 2021. 

Cost of sales. Our cost of sales totaled $237.5 million for the nine months ended September 30, 2022 as compared with $143.8 million for the same period in 2021 due to higher tons sold, higher sales-related costs directly associated with higher revenue per ton sold in 2022 and inflationary pressures on overall costs. The cash cost per ton sold (FOB mine) for the first nine months of 2022 was $106, compared with $68 in the same period in 2021.

Asset retirement obligation accretion. Asset retirement obligation accretion was $1.5 million for the nine months ended September 30, 2022 and $0.5 million for the nine months ended September 30, 2021. The higher level of accretion in 2022 was driven primarily by asset retirement obligations assumed as part of the acquisition of Amonate assets in December 2021.

Depreciation and amortization. Depreciation and amortization expense was $29.9 million and $18.9 million for the nine-month periods ended September 30, 2022 and September 30, 2021, respectively, principally due to higher production volumes in the first nine months of 2022 and depreciation on capital equipment placed in service.

Selling, general and administrative. Selling, general and administrative expenses were $29.3 million for the nine months ended September 30, 2022 and $15.8 million for the nine months ended September 30, 2021 primarily due to higher stock compensation, incentives and professional services in 2022, related to the Company’s production growth profile.

Other income (expense), net. Other income, net was $1.8 million for the nine months ended September 30, 2022 due to a gain of $2.1 million on the sale of mineral rights. For the nine months ended September 30, 2021, other income, net was $7.2 million principally due to the recognition of $5.4 million for the CARES Act Employee Retention Tax Credit.

Interest expense, net. Interest expense, net was approximately $5.3 million in the nine-month period ended September 30, 2022 and $1.4 million for the same period in 2021. Interest expense, net was higher from the prior period

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primarily due to the issuance of the Senior Notes in July 2021 as well as debt incurred in the acquisition of Ramaco Coal in the second quarter of 2022.

Income tax expense. The effective tax rate for the nine months ended September 30, 2022 and 2021, excluding discrete items, was 21.9% and 13% respectively. During the nine months ended September 30, 2021, we recognized a tax benefit of $1.6 million for legislative changes in West Virginia and Virginia. We also reported discrete items related to stock-based compensation in the 2022 and 2021 periods. The primary difference from the federal statutory rate of 21% is related to state taxes, permanent differences for non-deductible expenses and the difference in depletion expense between U.S. GAAP and federal income tax purposes.

Liquidity and Capital Resources

At September 30, 2022, we had $46.6 million of cash and cash equivalents and $22.6 million available under our existing credit agreements for future borrowings.

Significant sources and uses of cash during the first nine months of 2022

Sources of cash:

● Cash flows from operating activities were $158.8 million. This included the negative impact of an increase in inventories of $24.2 million, primarily due to rail-related constraints, offset by an increase in accrued expenses of $26.1 million, principally due to accrued purchases, income taxes and payroll and related items.

● We borrowed approximately $17.0 million for management of our normal operating cash position.

Uses of cash:

● Capital expenditures were $91.4 million, which were primarily for growth projects at the Berwind and Elk Creek mining complexes, excluding the acquisition of the Ramaco Coal and Maben Coal assets.

● We made repayments of $21.1 million primarily for the Ramaco Coal acquisition note, equipment financing, and management of our normal operating cash position.

● We paid dividends of $15.0 million.

● We paid $11.7 million for the acquisition of Ramaco Coal, including transaction costs. Refer to Note 12 of Part I, Item 1 for additional information.

● We paid $10.7 million for the acquisition of Maben Coal, including transaction costs. Refer to Note 12 of Part I, Item 1 for additional information.

At September 30, 2022, we also had $1.3 million of restricted cash, classified in other current assets in the condensed consolidated balance sheet, for potential future workers’ compensation claims.

Future sources and uses of cash

Our primary use of cash includes capital expenditures for mine development, ongoing operating expenses and deferred cash payments in connection with the Ramaco Coal and Maben Coal acquisitions. We expect to fund our capital and liquidity requirements with cash on hand, anticipated cash flows from operations and borrowings discussed in more detail below. We believe that current cash on hand, cash flow from operations and available liquidity under our existing credit agreements will be sufficient to meet our capital expenditure and operating plans.

Additional factors that could adversely impact our future liquidity and ability to carry out our capital expenditure program include:

● Timely delivery of our product by rail and other transportation carriers;

● Late payments of accounts receivable by our customers;

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● Cost overruns in our purchases of equipment needed to complete our mine development plans;

● Delays in completion of development of our various mines, processing plants and refuse disposal facilities, which would reduce the coal we would have available to sell and our cash flow from operations; and

● Adverse changes in the metallurgical coal markets that would reduce the expected cash flow from operations.

If future cash flows are insufficient to meet our liquidity needs or capital requirements, we may reduce our expected level of capital expenditures and/or fund a portion of our capital expenditures through the issuance of debt or equity securities, the entry into debt arrangements or from other sources, such as asset sales.

Indebtedness

Refer to Note 4 of Part I, Item 1 for information regarding the Company’s indebtedness. During October 2022, the Company repaid its $17.0 million borrowing under the Revolving Credit Facility. No other material changes occurred to the Company’s indebtedness after September 30, 2022.

Critical Accounting Estimates

A discussion of our critical accounting policies is included in the Annual Report. There were no material changes to our critical accounting policies during the nine months ended September 30, 2022.

Off-Balance Sheet Arrangements

At September 30, 2022, we had no material off-balance sheet arrangements.

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Non-GAAP Financial Measures

Adjusted EBITDA - Adjusted EBITDA is used as a supplemental non-GAAP financial measure by management and external users of our financial statements, such as industry analysts, investors, lenders and rating agencies. We believe Adjusted EBITDA is useful because it allows us to more effectively evaluate our operating performance.

We define Adjusted EBITDA as net income plus net interest expense, stock-based compensation, depreciation 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. Adjusted EBITDA is not intended to serve as an alternative to GAAP measures of performance and may not be comparable to similarly-titled measures presented by other companies.

	Three months ended September 30,				Nine months ended September 30,
(In thousands)	2022		2021		2022		2021
Reconciliation of Net Income to Adjusted EBITDA
Net income	$	26,905	$	7,035	$	101,656	$	21,120
Depreciation and amortization		11,435		6,751		29,898		18,861
Interest expense, net		2,255		933		5,323		1,418
Income tax expense (benefit)		6,596		1,588		27,068		1,650
EBITDA		47,191		16,307		163,945		43,049
Stock-based compensation		2,019		1,342		6,192		3,919
Other non-operating expenses		1,000		—		1,000		—
Accretion of asset retirement obligation		495		156		1,485		461
Adjusted EBITDA	$	50,705	$	17,805	$	172,622	$	47,429

Non-GAAP revenue per ton - Non-GAAP revenue per ton (FOB mine) is calculated as coal sales revenue less transportation costs, divided by tons sold. We believe revenue per ton (FOB mine) provides useful information to investors as it enables investors to compare revenue per ton we generate against similar measures made by other publicly-traded coal companies and more effectively monitor changes in coal prices from period to period excluding the impact of transportation costs which are beyond our control. The adjustments made to arrive at these measures are significant in understanding and assessing our financial performance. Revenue per ton sold (FOB mine) is not a measure of financial performance in accordance with GAAP and therefore should not be considered as an alternative to revenue under GAAP.

	Three months ended September 30, 2022						Three months ended September 30, 2021
	Company		Purchased				Company		Purchased
(In thousands, except per ton amounts)	Produced		Coal		Total		Produced		Coal		Total
Revenue	$	135,416	$	1,509	$	136,925	$	75,207	$	1,170	$	76,377
Less: Adjustments to reconcile to Non-GAAP revenue (FOB mine)
Transportation costs		(14,158)		—		(14,158)		(8,549)		(209)		(8,758)
Non-GAAP revenue (FOB mine)	$	121,258	$	1,509	$	122,767	$	66,658	$	961	$	67,619
Tons sold		602		7		608		637		7		644
Revenue per ton sold (FOB mine)	$	202	$	231	$	202	$	105	$	138	$	105

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	Nine months ended September 30, 2022						Nine months ended September 30, 2021
	Company		Purchased				Company		Purchased
(In thousands, except per ton amounts)	Produced		Coal		Total		Produced		Coal		Total
Revenue	$	424,058	$	6,403	$	430,461	$	190,211	$	5,678	$	195,889
Less: Adjustments to reconcile to Non-GAAP revenue (FOB mine)
Transportation costs		(44,749)		(239)		(44,988)		(23,624)		(1,180)		(24,804)
Non-GAAP revenue (FOB mine)	$	379,309	$	6,164	$	385,473	$	166,587	$	4,498	$	171,085
Tons sold		1,753		22		1,775		1,707		44		1,751
Revenue per ton sold (FOB mine)	$	216	$	279	$	217	$	98	$	103	$	98

Non-GAAP cash cost per ton sold - Non-GAAP cash cost per ton sold is calculated as cash cost of sales less transportation costs and idle mine costs, divided by tons sold. We believe cash cost per ton sold provides useful information to investors as it enables investors to compare our cash cost per ton against similar measures made by other publicly-traded coal companies and more effectively monitor changes in coal cost from period to period excluding the impact of transportation costs which are beyond our control. The adjustments made to arrive at these measures are significant in understanding and assessing our financial performance. Cash cost per ton sold is not a measure of financial performance in accordance with GAAP and therefore should not be considered as an alternative to cost of sales under GAAP.

	Three months ended September 30, 2022						Three months ended September 30, 2021
	Company		Purchased				Company		Purchased
(In thousands, except per ton amounts)	Produced		Coal		Total		Produced		Coal		Total
Cost of sales	$	78,818	$	816	$	79,634	$	53,928	$	880	$	54,808
Less: Adjustments to reconcile to Non-GAAP cash cost of sales
Transportation costs		(14,156)		—		(14,156)		(8,548)		(210)		(8,758)
Idle mine costs		(5,037)		—		(5,037)		—		—		—
Non-GAAP cash cost of sales	$	59,625	$	816	$	60,441	$	45,380	$	670	$	46,050
Tons sold		602		7		608		637		7		644
Cash cost per ton sold	$	99	$	125	$	99	$	71	$	97	$	72

	Nine months ended September 30, 2022						Nine months ended September 30, 2021
	Company		Purchased				Company		Purchased
(In thousands, except per ton amounts)	Produced		Coal		Total		Produced		Coal		Total
Cost of sales	$	232,536	$	4,994	$	237,530	$	138,863	$	4,905	$	143,768
Less: Adjustments to reconcile to Non-GAAP cash cost of sales
Transportation costs		(44,749)		(239)		(44,988)		(23,625)		(1,179)		(24,804)
Idle mine costs		(5,037)		—		(5,037)		—		—		—
Non-GAAP cash cost of sales	$	182,750	$	4,755	$	187,505	$	115,238	$	3,726	$	118,964
Tons sold		1,753		22		1,775		1,707		44		1,751
Cash cost per ton sold	$	104	$	215	$	106	$	67	$	85	$	68

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

Quantitative and qualitative disclosures about market risk are included in Item 7A, “Quantitative and Qualitative Disclosures about Market Risk,” of our Annual Report.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

As required by Rule 13a-15(b) of the Exchange Act, we have evaluated, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this quarterly report. Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure, and is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Based upon that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this quarterly report, at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

There were no significant changes in our system of internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the quarter ended September 30, 2022, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Disclosure Controls and Procedures

We regularly review our system of internal control over financial reporting and make changes to our processes and systems to improve controls and increase efficiency, while ensuring that we maintain an effective internal control environment. Changes may include such activities as implementing new, more efficient systems, consolidating activities, and migrating processes.

Our senior members of management do not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Due to the nature of our business, we may become, from time to time, involved in routine litigation or subject to disputes or claims related to our business activities. While the outcome of these proceedings cannot be predicted with certainty, in the opinion of our management, there are no pending litigation, disputes or claims against us which, if decided adversely, individually or in the aggregate, will have a material adverse effect on our financial condition, cash flows or results of operations. For a description of our legal proceedings, see Note 7 to the Condensed Consolidated Financial Statements included in Part I of this Quarterly Report.

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Item 1A. Risk Factors

In addition to the other information set forth in this Quarterly Report, you should carefully consider the risk factors and other cautionary statements described under the heading “Item 1A. Risk Factors” included in our Annual Report and the risk factors and other cautionary statements contained in our other SEC filings, which could materially affect our business, financial condition, cash flows or future results of operations.

Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results. There have been no material changes in our risk factors from those described in our Annual Report and our Form 10-Q for the quarter ended June 30, 2022, filed with the SEC on August 9, 2022.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Not applicable.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

The information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in Exhibit 95.1 to this Quarterly Report.

Item 5. Other Information

Not applicable.

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Item 6. Exhibits

2.1	Securities Purchase Agreement, dated as of August 8, 2022, between Ramaco Development, LLC and Appleton Coal LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-38003) filed with the SEC on August 8, 2022)
+10.1	Loan Agreement, dated as of September 23, 2022, between Ramaco Development, LLC and Investec Bank PLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-38003) filed with the SEC on September 26, 2022)
*+10.2	Second Amendment to Amended and Restated Credit and Security Agreement, dated September 23, 2022, by and among Ramaco Resources, Inc., Ramaco Development, LLC, Ram Mining, LLC, Ramaco Coal Sales, LLC, Ramaco Resources, LLC, Ramaco Resources Land Holdings, LLC and KeyBank National Association
*31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
*31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
**32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
**32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
*95.1	Mine Safety Disclosure
*101.INS	Inline XBRL Instance Document
*101.SCH	XBRL Taxonomy Extension Schema Document
*101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
*101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
*101.LAB	XBRL Taxonomy Extension Labels Linkbase Document
*101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

*     Exhibit filed herewith.

**   Furnished herewith. Pursuant to SEC Release No. 33-8212, this certification will be treated as “accompanying” this Quarterly Report and not “filed” as part of such report for purposes of Section 18 of the Exchange Act or otherwise subject to the liability under Section 18 of the Exchange Act, and this certification will not be deemed to be incorporated by reference into any filing under the Securities Act, except to the extent that the registrant specifically incorporates it by reference.

+ Certain schedules and similar attachments have been omitted in reliance on Item 601(a)(5) of Regulation S-K. The Company will provide, on a supplemental basis, a copy of any omitted schedule or attachment to the SEC or its staff upon request.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	RAMACO RESOURCES, INC.
November 9, 2022	By:	/s/ Randall W. Atkins
		Randall W. Atkins
		Chairman, Chief Executive Officer and Director
		(Principal Executive Officer)
November 9, 2022	By:	/s/ Jeremy R. Sussman
		Jeremy R. Sussman
		Chief Financial Officer
		(Principal Financial Officer)

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EX-10.2

Exhibit 10.2

Execution Version

SECOND AMENDMENT TO

AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT

This SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT (this “Amendment”), dated as of August       , 2022, is by and among RAMACO RESOURCES, INC., a Delaware corporation, RAMACO DEVELOPMENT, LLC, a Delaware limited liability company, RAM MINING, LLC, a Delaware limited liability company, RAMACO COAL SALES, LLC, a Delaware limited liability company, RAMACO RESOURCES, LLC, a Delaware limited liability company and RAMACO RESOURCES LAND HOLDINGS, LLC, a Delaware limited liability company (collectively, “Borrower”), the lenders party hereto (collectively, the “Lenders”), and KEYBANK NATIONAL ASSOCIATION, a national banking association, as the Administrative Agent, Collateral Agent, a Lender, and the Issuer (“Agent”).

BACKGROUND

A.Borrower, the Lenders party thereto and Agent entered into that certain Amended and Restated Credit and Security Agreement dated as of October 29, 2021 (as amended, and as may be further amended, modified, extended, or restated from time to time, the “Agreement”), pursuant to which Agent and the Lenders extended certain financing accommodations to Borrower.

B.The parties hereto have agreed to modify the terms and conditions of the Agreement as more fully set forth herein.

C.Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Agreement.

NOW THEREFORE, in consideration of the terms, conditions and covenants set forth below, and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties, intending to be legally bound hereby, promise and agree as follows:

1.Amendment to Section 1.2 (New Definitions).  Section 1.2 of the Agreement is hereby amended by adding the following definitions thereto in proper alphabetical order:

“Permitted Maben Acquisition” shall mean the Acquisition by Ramaco Development, LLC of all of the Equity Interests in and to Maben Coal LLC, a Delaware limited liability company, all in accordance with, and pursuant to the terms of, the Permitted Maben Acquisition Documents for an aggregate purchase price not to exceed $30,000,000.

“Permitted Maben Acquisition Documents” shall mean (a) the Permitted Maben Purchase Agreement and (b) any other agreements, documents or instruments delivered in connection therewith, each either existing as of the Second Amendment Effective Date or required under the Permitted Maben Purchase Agreement.

“Permitted Maben Purchase Agreement” shall mean that certain Securities Purchase Agreement (including the exhibits and schedules thereto), dated as of August       , 2022, by and between Appleton Coal LLC, a Delaware limited liability company and Ramaco Development, LLC.

“Permitted Maben Acquisition Indebtedness” shall mean that certain Indebtedness owing from Ramaco Development, LLC to Investec Bank PLC or its affiliate, in a principal amount equal to $21,000,000 with interest thereon, pursuant to the Permitted Maben Purchase Agreement and the related loan documents.

“Second Amendment Effective Date” shall mean August       , 2022.

2.Amendment to Section 1.2 (Existing Definitions).  Section 1.2 of the Agreement is hereby amended by deleting the following definitions in their entirety and replacing them with the following:

“Excluded Capital Expenditures” shall mean Capital Expenditures not funded by Indebtedness made by the Borrowers, which shall include (a) up to an additional $2,000,000 per fiscal quarter for each fiscal quarter ending on March 31, 2021 through and including December 31, 2021, until an aggregate of $8,000,000 is excluded hereunder, plus (b) all or any portion of the purchase price paid by any Borrower for the acquisition of the assets of the Permitted Coronado Acquisition or for the acquisition of the Equity Interests of the Permitted Ramaco Coal Acquisition and of the Permitted Maben Acquisition.

“Fixed Charge Coverage Ratio” shall mean and include, with respect to any fiscal period, the ratio of (a) EBITDA less (i) total Capital Expenditures, provided that total Capital Expenditures will be reduced by (A) Excluded Capital Expenditures and (B) Capital Expenditures funded by Indebtedness less (ii) taxes paid in cash, less (iii) dividends and distributions paid in cash, in each case, of the Borrowers and their Subsidiaries calculated on a consolidated basis with respect to such period to (b) Fixed Charges.  Notwithstanding the foregoing, the Borrowers shall be permitted to exclude documented non-recurring fees, cash charges or other expenses incurred and paid by the Borrower (x) in an amount not to exceed $5,000,000 incurred on or prior to the First Amendment Effective Date in connection with the Permitted Ramaco Coal Acquisition, and (y) in an amount not to exceed $9,000,000 incurred on or prior to the Second Amendment Effective Date in connection with the Permitted Maben Acquisition; provided that, upon the Agent’s request, the Borrower shall provide documentation (in form and substance satisfactory to the Agent) supporting such exclusions.

“Fixed Charges” shall mean, with respect to any fiscal period, the sum of (a) interest expense paid in cash (other than interest expense related to the Permitted Ramaco Coal Acquisition Indebtedness) plus (b) scheduled principal payments on Indebtedness (other than scheduled principal payments related to the Permitted Ramaco Coal Acquisition Indebtedness or to the Permitted Maben Acquisition Indebtedness so long as such payments are made in accordance with the terms of Section 7.18(b)), plus (c) optional prepayments of principal on Indebtedness (other than optional prepayments of principal related to the Permitted Ramaco Coal Acquisition Indebtedness or to the Permitted Maben Acquisition Indebtedness so long as such payments are made in accordance with the terms of Section 7.18(b)) unless otherwise approved by the Agent in its sole discretion, in each case, of the Borrowers and their Subsidiaries calculated on a consolidated basis and with respect to such period.

“Permitted Encumbrances” shall mean (a) Liens in favor of the Agent for the benefit of the Agent, the Lenders and the Issuer; (b) Liens for taxes, assessments or other governmental Charges that (i) are not delinquent or (ii) are being contested

2

in good faith by appropriate proceedings that stay the enforcement of such Liens and with respect to which proper reserves have been taken by the Loan Parties in accordance with GAAP; (c) deposits or pledges to secure obligations under worker’s compensation, social security or similar laws, or under unemployment insurance or general liability or product liability insurance; (d) deposits or pledges to secure bids, tenders, contracts (other than contracts for the payment of money), leases, statutory obligations, performance bonds, surety and appeal bonds and other obligations of like nature arising in the ordinary course of any Loan Party’s business; (e) mechanics, workers, materialmen’s, warehousemen’s, common carriers, landlord’s or other like Liens arising in the ordinary course of any Loan Party’s business with respect to obligations which are not more than 60 days past due or which are being contested in good faith by the applicable Loan Party; (f) Liens (including purchase money Liens) placed upon personal property (including equipment) and real estate assets created to secure a portion of the purchase price thereof or created to secure obligations in respect of capitalized leases, provided that any such Lien shall not encumber any other property of the Loan Parties other than insurance and other proceeds of such personal property and real estate; (g) zoning restrictions, easements, encroachments, rights of way, restrictions, leases, licenses, restrictive covenants and other similar title exceptions or Liens affecting Real Property, none of which materially impairs the use of such Real Property or the value thereof, and none of which is violated in any material respect by existing or supporting structures or land use; (h) attachment and judgment liens which do not constitute an Event of Default under Section 10.6; (i) Liens disclosed on Schedule 1.2(b) provided that the principal amount secured thereby is not hereafter increased, and no additional assets become subject to such Lien; (j) Liens in favor of Ramaco Coal Holdings, LLC on the Equity Interests of Ramaco Coal, LLC, provided that any such Lien shall not encumber any other property of the Loan Parties other than the Equity Interests of Ramaco Coal, LLC; (k) Liens in favor of Investec Bank PLC or its affiliate on the Equity Interests of Maben Coal LLC, provided that any such Lien shall not encumber any other property of the Loan Parties other than the Equity Interests of Maben Coal LLC; (l) any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part of any Lien referred to in this definition, provided that the principal amount secured thereby is not hereafter increased, and no additional assets become subject to such Lien, or (m) overriding royalties in favor of a sublessor, assignor or seller of assets.

“Subsidiary” shall mean a corporation or other entity whose shares of stock or other ownership interests having ordinary voting power (other than stock or other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the directors of such corporation, or other Persons performing similar functions for such entity, are owned, directly or indirectly, by such Person; provided that, Ramaco Coal, LLC, a Delaware limited liability company, and any of its direct or indirect subsidiaries, and Maben Coal LLC, a Delaware limited liability company, and any of its direct or indirect subsidiaries, shall not be considered a “Subsidiary” under this Agreement.

3.Amendment to Section 1.2 (Definition of “Collateral”). The last sentence in the definition of “Collateral” contained in Section 1.2 of the Agreement is hereby amended by deleting such sentence in its entirety and replacing it with the following:

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It is expressly understood that Collateral does not include (i) any owned or leased Real Property of any Borrower or any improvements thereto or Fixtures thereon, and (ii) any Equity Interests in or of, or any property or assets owned or held by, (A) Ramaco Coal, LLC, a Delaware limited liability company, or any of its direct or indirect subsidiaries, and (B) Maben Coal LLC, a Delaware limited liability company, or any of its direct or indirect subsidiaries.

4.Amendment to Section 7.1 (Merger, Consolidation, Acquisition and Sale of Assets).  Section 7.1 of the Agreement is hereby amended by deleting subsection (a) in its entirety and replacing it with the following:

(a)enter into any Acquisition (other than a Permitted Acquisition, the Permitted Coronado Acquisition, the Permitted Ramaco Coal Acquisition and the Permitted Maben Acquisition), merger, consolidation or other reorganization with or into any other Person or acquire all or a substantial portion of the assets or stock of any Person or permit any other Person to consolidate with or merge with it.

5.Amendment to Section 7.4 (Investments).  Section 7.4 of the Agreement is hereby amended by deleting such section in its entirety and replacing it with the following:

7.4 Investments. Purchase, hold, acquire or invest in the obligations or stock of, or any other interest in, or make or permit to exist any investment or any other interest in (including any option, warrant or other right to acquire any of the foregoing) any Person, except (a) the Acquisition of Equity Interests of Ramaco Coal, LLC in the Permitted Ramaco Coal Acquisition, (b) the Acquisition of Equity Interests of Maben Coal LLC in the Permitted Maben Acquisition (c) investments existing on the Closing Date and set forth on Schedule 7.4, (d) obligations issued or guaranteed by the United States of America or any agency thereof, (e) commercial paper with maturities of not more than one hundred eighty (180) days and a published rating of not less than A-1 or P-1 (or the equivalent rating), (f) certificates of time deposit and bankers’ acceptances having maturities of not more than one hundred eighty (180) days and repurchase agreements backed by United States government securities of a commercial bank if (i) such bank has a combined capital and surplus of at least $500,000,000, or (ii) its debt obligations, or those of a holding company of which it is a Subsidiary, are rated not less than A (or the equivalent rating) by a nationally recognized investment rating agency, or (g) U.S. money market funds (i) rated AAA by Standard & Poors, Inc. or with an equivalent rating from Moody’s Investors Service, Inc., or (ii) that invest solely in obligations issued or guaranteed by the United States of America or an agency thereof.

6.Amendment to Section 7.5 (Loans).  Section 7.5 of the Agreement is hereby amended by deleting such section in its entirety and replacing it with the following:

7.5 Loans. Make advances, loans or extensions of credit to any Person (other than another Loan Party), including any Subsidiary or Affiliate, except (i) with respect to the extension of commercial trade credit in connection with the sale of Inventory in the ordinary course of its business, and (ii) any advance, loan, or extension of credit to Ramaco Coal, LLC, a Delaware limited liability company, and any of its direct or indirect subsidiaries, or to Maben Coal LLC, a Delaware limited liability company, and any of its direct or indirect subsidiaries, so long as

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the Revolving Exposure for Revolving Loans but not for Letter of Credit Exposure equals $0 both before and after any advance, loan or extension of credit.

7.Amendment to Section 7.8 (Indebtedness).  Section 7.8 of the Agreement is hereby amended by adding the following new subsection (h) thereto:

(h)the Permitted Maben Acquisition Indebtedness.

8.Amendment to Section 7.18 (Prepayment of Indebtedness).  Section 7.18 of the Agreement is hereby amended by deleting such section in its entirety and replacing it with the following:

7.18Prepayment of Indebtedness; Permitted Ramaco Coal Acquisition Indebtedness; Permitted Maben Acquisition Indebtedness.

(a)At any time, directly or indirectly, prepay any Indebtedness (other than (i) to the Agent, the Lenders or the Issuer, (ii) payment of rentals, royalties, trade payables or similar items in the ordinary course of business, or (iii) prepayments on the Permitted Ramaco Coal Acquisition Indebtedness or the Permitted Maben Acquisition Indebtedness permitted pursuant to subsection (b) below) or repurchase, redeem, retire or otherwise acquire any Indebtedness of any Loan Party (other than to the Agent, the Lenders or the Issuer).

(b)Make any principal payment with respect to the Permitted Ramaco Coal Acquisition Indebtedness or the Permitted Maben Acquisition Indebtedness; provided, however, that (i) with regard to the Permitted Ramaco Coal Acquisition Indebtedness, the Borrower may pay, regularly scheduled payments of principal and prepayments of principal so long as (x) no Default or Event of Default shall exist both immediately prior to and after giving effect to such payment, and (y) Excess Availability exceeds fifty percent (50%) of the Aggregate Revolving Commitment immediately preceding such payment and after giving effect to such payment, and (ii) with regard to the Permitted Maben Acquisition Indebtedness, (x) the Borrower may make regularly scheduled payments of principal and interest so long as no Event of Default shall exist both immediately prior to and after giving effect to such payment, and (y) the Borrower may make prepayments of principal (and any accrued interest) so long as (i) no Default or Event of Default shall exist both immediately prior to and after giving effect to such payment, and (ii) Excess Availability exceeds fifty percent (50%) of the Aggregate Revolving Commitment immediately preceding such payment and after giving effect to such payment.

9.Amendment to Section 10.7 (Insolvency and Related Proceedings).  Section 10.7 of the Agreement is hereby amended by deleting such section in its entirety and replacing it with the following:

10.7 Insolvency and Related Proceedings. Any Loan Party or any Affiliate (other than (i) Ramaco Coal, LLC, a Delaware limited liability company, and any of its direct or indirect subsidiaries, and (ii) Maben Coal LLC, a Delaware limited liability company, and any of its direct or indirect subsidiaries) or Subsidiary thereof shall (a) apply for, consent to or suffer the appointment of, or the taking of possession by, a receiver, custodian, trustee, liquidator or similar fiduciary of itself or of all or a substantial part of its property, (b) make a general assignment for the

5

benefit of creditors, (c) admit in writing its inability, or be generally unable to pay its debts as they become due or cease operations of its present business, (d) commence a voluntary case under any state or Federal bankruptcy laws (as now or hereafter in effect), (e) be adjudicated a bankrupt or insolvent, (f) file a petition seeking to take advantage of any other law providing for the relief of debtors, (g) acquiesce to, or fail to have dismissed, within thirty (30) days, any petition filed against it in any involuntary case under such bankruptcy laws, or (h) take any action for the purpose of effecting any of the foregoing;

10.Amendment to Section 10.10 (Breach of Material Business Agreements).  Section 10.10 of the Agreement is hereby amended by deleting such section in its entirety and replacing it with the following:

10.10 Breach of Material Business Agreements. A default of the obligations of any Loan Party under any Material Business Agreement to which it is a party shall not be cured within any applicable cure period if such default could reasonably be expected to have a Material Adverse Effect, provided that the following shall not be an Event of Default under this Section: (a) the occurrence of a “Deferred Purchase Price Trigger Date” under Section 1.02(b)(i) of the Unit Purchase Agreement dated as of February 23, 2022, by and among Ramaco Coal Holdings, LLC, a Delaware limited liability company, Ramaco Coal, LLC, a Delaware limited liability company, Ramaco Development, LLC, a Delaware limited liability company and Ramaco Resources, Inc., and the subsequent payment of principal and “Penalty Interest” by “Buyer” under such Section 1.02(b)(i), and (b)  the occurrence of a “Purchaser Default” under Section 4.9 of the Securities Purchase Agreement dated August       , 2022, by and among Appleton Coal LLC, a Delaware limited liability company, and Ramaco Development, LLC;

11.Amendment to Section 10.11 (Cross Default; Cross Acceleration).  Section 10.11 of the Agreement is hereby amended by deleting such section in its entirety and replacing it with the following:

10.11Cross Default; Cross Acceleration.  Any Loan Party shall (a) default in any payment of principal of or interest on any Indebtedness with an outstanding principal amount in excess of $250,000 beyond any period of grace with respect to such payment or (b) default beyond any period of grace in the observance of any other covenant, term or condition contained in any agreement or instrument pursuant to which such Indebtedness with an outstanding principal amount in excess of $250,000 is created, secured or evidenced, if the effect of such default is to permit the acceleration of any such Indebtedness (whether or not such right shall have been waived); provided that the following shall not be an Event of Default under this Section: (x) the occurrence of a “Deferred Purchase Price Trigger Date” under Section 1.02(b)(i) of the Unit Purchase Agreement dated as of February 23, 2022, by and among Ramaco Coal Holdings, LLC, a Delaware limited liability company, Ramaco Coal, LLC, a Delaware limited liability company, Ramaco Development, LLC, a Delaware limited liability company and Ramaco Resources, Inc., and the subsequent payment of principal and “Penalty Interest” by “Buyer” under such Section 1.02(b)(i), and (y)the occurrence of a “Purchaser Default” under Section 4.9 of the Securities Purchase Agreement dated August       , 2022, by and among Appleton Coal LLC, a Delaware limited liability company, and Ramaco Development, LLC;

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12.Amendment to Schedule 5.19 (Material Business Agreements).  Schedule 5.19 is hereby amended by adding the following agreement:  Securities Purchase Agreement (including the exhibits and schedules thereto), dated as of August       , 2022, by and between Appleton Coal LLC, a Delaware limited liability company and Ramaco Development, LLC.

13.Amendment to Schedule 7.3 (Guarantees).  Schedule 7.3 is hereby amended by adding the following agreements: Parent Guarantee of Ramaco Resources, Inc., in favor of WPP, LLC and Guaranty of Ramaco Resources, Inc. in favor of Investec Bank, LLC.

14.Fees and Expenses.  Borrower shall reimburse Agent for all costs and expenses incurred in connection with this Amendment, including, without limitation, attorneys’ fees.

15.Conditions Precedent.  In addition to all of the other conditions and agreements set forth herein, the effectiveness of this Amendment is subject to the following conditions precedent (each of such documents and/or actions to be in form and substance acceptable to Agent in its sole discretion):

(a)Execution and delivery of this Amendment by all parties hereto;

(b)Agent and its counsel shall have received evidence of the consummation of the Permitted Maben Acquisition and shall have received and be satisfied with, in connection with the Permitted Maben Acquisition, (i) results of the due diligence investigation of the targets’ assets, including, without limitation, lien searches related thereto, (ii) each of the Permitted Maben Acquisition Documents requested by Agent or its counsel, each of which shall be in form and substance satisfactory to Agent and its counsel, and (iii) all financial, accounting and tax information requested by Agent; and

(c)Agent shall have received such other and further documentation as Agent may reasonably deem necessary or appropriate to accomplish the terms set forth herein.

16.Representations and Warranties.  Borrower hereby represents and warrants to Agent that (a) Borrower has the legal power and authority to execute and deliver this Amendment, (b) the officials executing this Amendment have been duly authorized to execute and deliver the same and bind Borrower with respect to the provisions hereof, (c) the execution and delivery hereof by Borrower and the performance and observance by Borrower of the provisions hereof do not violate or conflict with the organizational agreements of Borrower or any law applicable to Borrower or result in a breach of any provisions of or constitute a default under any Material Business Agreement or any other agreement, instrument or document binding upon or enforceable against Borrower, (d) this Amendment constitutes a valid and binding obligation upon Borrower in every respect except as limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar federal or state laws or judicial decisions relating to the rights of creditors, (e) no event or condition which has or could reasonably be expected to have a Material Adverse Effect as to Borrower has occurred from the Closing Date to the date hereof, and (f) no Default or Event of Default is outstanding under the Agreement.

17.Governing Law; Use of Terms Etc.  Except as previously amended or as herein specifically amended, directly or by reference, all of the terms and conditions set forth in the Agreement are confirmed and ratified, and shall remain as originally written.  This Amendment shall be construed in accordance with the laws of the State of Ohio, without regard to principles of conflict of laws.  The Agreement and all other Loan Documents shall remain in full force and effect in all respects as if the unpaid balance of the principal outstanding, together with interest accrued thereon, had originally been payable and secured as provided for therein, as amended from time to time and as modified by this Amendment.  Nothing

7

herein shall affect or impair any rights and powers which Agent may have under the Agreement and any and all related Loan Documents.

18.No Set Offs Etc.  Borrower hereby declares that Borrower has no set offs, counterclaims, defenses or other causes of action against Agent arising out of the Agreement, any Loan Document or any related documents, and to the extent any such set offs, counterclaims, defenses or other causes of action may exist, whether known or unknown, such items are hereby waived by Borrower.

19.Confirmation of Security Interests.  Borrower confirms and agrees that all prior security interests and liens granted to Agent in all existing and future assets of Borrower remain unimpaired and in full force and effect and shall continue to cover and secure all Obligations.  Borrower further confirms and represents that all of the Collateral of Borrower remains free and clear of all liens other than those in favor of Agent or as otherwise permitted in the Agreement.  Nothing contained herein is intended to in any way impair or limit the validity, priority or extent of Agent’s security interest in and liens upon the collateral of Borrower.

20.Obligations Absolute.  Borrower covenants and agrees (a) to pay the balance of any principal, together with all accrued interest, as specified above in connection with any promissory note executed and evidencing any indebtedness incurred in connection with the Agreement, as modified by this Amendment pursuant to the terms set forth therein, and (b) to perform and observe covenants, agreements, stipulations and conditions on its part to be performed hereunder or under the Agreement and all other documents executed in connection herewith or thereof.

21.Release.  BORROWER HEREBY RELEASES, WAIVES AND FOREVER RELINQUISHES ALL CLAIMS, DEMANDS, OBLIGATIONS, LIABILITIES AND CAUSES OF ACTION OF WHATEVER KIND OR NATURE, WHETHER KNOWN OR UNKNOWN, INCLUDING ANY SO-CALLED “LENDER LIABILITY” CLAIMS OR DEFENSES WHICH IT HAS, MAY HAVE, OR MIGHT ASSERT NOW OR IN THE FUTURE AGAINST AGENT AND/OR ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS, ACCOUNTANTS, CONSULTANTS, SUCCESSORS, AND ASSIGNS (INDIVIDUALLY, EACH A “RELEASEE” AND COLLECTIVELY, THE “RELEASEES”), DIRECTLY OR INDIRECTLY, ARISING OUT OF, BASED UPON, OR IN ANY MANNER CONNECTED WITH (A) ANY TRANSACTION, EVENT, CIRCUMSTANCE, ACTION, FAILURE TO ACT, OR OCCURRENCE OF ANY SORT OR TYPE, WHETHER KNOWN OR UNKNOWN, WHICH OCCURRED, EXISTED, OR WAS TAKEN OR PERMITTED PRIOR TO THE EXECUTION OF THIS AMENDMENT WITH RESPECT TO THE OBLIGATIONS, THE AGREEMENT, THE OTHER DOCUMENTS, OR THE ADMINISTRATION THEREOF, (B) ANY DISCUSSIONS, COMMITMENTS, NEGOTIATIONS, CONVERSATIONS, OR COMMUNICATIONS WITH RESPECT TO THE OBLIGATIONS PRIOR TO THE DATE HEREOF OR (C) ANY THING OR MATTER RELATED TO ANY OF THE FOREGOING PRIOR TO THE EXECUTION OF THIS AMENDMENT.  THE INCLUSION OF THIS PARAGRAPH IN THIS AMENDMENT AND THE EXECUTION OF THIS AMENDMENT BY AGENT DOES NOT CONSTITUTE AN ACKNOWLEDGMENT OR ADMISSION BY AGENT OF LIABILITY FOR ANY MATTER, OR A PRECEDENT UPON WHICH ANY LIABILITY MAY BE ASSERTED.

22.Non-Waiver.  This Amendment does not obligate Agent to agree to any other modification of the Agreement nor does it constitute a course of conduct or dealing on behalf of Agent or a waiver of any other rights or remedies of Agent.  No omission or delay by Agent in exercising any right or power under the Agreement, this Amendment or any related instruments, agreements or documents will impair such right or power or be construed to be a waiver of any Default or Event of Default or an acquiescence therein, and any single or partial exercise of any such right or power will not preclude other or further

8

exercise thereof or the exercise of any other right, and no waiver will be valid unless in writing and then only to the extent specified.

23.Incorporation.  This Amendment is incorporated by reference into, and made part of, the Agreement which, except as expressly modified herein, remains in full force and effect in accordance with its terms.

24.No Modification.  No modification of this Amendment or of any agreement referred to herein shall be binding or enforceable unless in writing and signed on behalf of the party against whom enforcement is sought.

25.Headings.  The headings of any section or paragraph of this Amendment are for convenience only and shall not be used to interpret any provision of this Amendment.

26.Successors and Assigns.  This Amendment will be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

27.Severability.  The provisions of this Amendment are to be deemed severable, and the invalidity or unenforceability of any provision shall not affect or impair the remaining provisions which shall continue in full force and effect.

28.Counterparts, Electronic Signature.  This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.  Signature by facsimile, email or other electronic method shall have the same force and effect as an original signature hereto.

29.Jury Waiver.  THE PARTIES HERETO HEREBY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING RELATING TO THIS AMENDMENT, ANY OF THE LOAN DOCUMENTS, ANY DOCUMENT DELIVERED HEREUNDER OR IN CONNECTION HEREWITH, OR ANY TRANSACTION ARISING FROM OR CONNECTED TO ANY OF THE FOREGOING.  THE PARTIES REPRESENT THAT THIS WAIVER IS KNOWINGLY, WILLINGLY AND VOLUNTARILY GIVEN.

[Signature page follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered on the date first set forth.

BORROWER:
RAMACO RESOURCES, INC.,
a Delaware corporation
By:
Name:	Randall W. Atkins
Title:	Chairman and Chief Executive Officer
RAMACO DEVELOPMENT, LLC,
a Delaware limited liability company
By:
Name:	Christopher L. Blanchard
Title:	President
RAM MINING, LLC,
a Delaware limited liability company
By:
Name:	Christopher L. Blanchard
Title:	President
RAMACO COAL SALES, LLC,
a Delaware limited liability company
By:
Name:	Jeremy R. Sussman
Title:	Vice President and Treasurer
RAMACO RESOURCES, LLC,
a Delaware limited liability company
By:
Name:	Christopher L. Blanchard
Title:	President
RAMACO RESOURCES LAND HOLDINGS, LLC,
a Delaware limited liability company
By:
Name:	Christopher L. Blanchard
Title:	President
AGENT:
KEYBANK NATIONAL ASSOCIATION,
a national banking association
By:
Name:	Timothy W. Kenealy
Title:	Vice President

Signature Page to Second Amendment to Amended and Restated Credit and Security Agreement

EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO RULE 13A-14(A) AND RULE 15D-14(A)

OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, Randall W. Atkins, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022 of Ramaco Resources, Inc. (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 9, 2022	/s/ Randall W. Atkins
	Randall W. Atkins Chairman and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO RULE 13A-14(A) AND RULE 15D-14(A)

OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, Jeremy R. Sussman, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022 of Ramaco Resources, Inc. (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 9, 2022	/s/ Jeremy R. Sussman
	Jeremy R. Sussman Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION OF

CHIEF EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE

SARBANES OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022 of Ramaco Resources, Inc. (the “Company”), as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Randall W. Atkins, Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 9, 2022	/s/ Randall W. Atkins
	Randall W. Atkins Chairman and Chief Executive Officer

EX-32.2

Exhibit 32.2

CERTIFICATION OF

CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE

SARBANES OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022 of Ramaco Resources, Inc. (the “Company”), as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jeremy R. Sussman, Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 9, 2022	/s/ Jeremy R. Sussman
	Jeremy R. Sussman Chief Financial Officer

EX-95.1

Exhibit 95.1

Federal Mine Safety and Health Act Information

We work to prevent accidents and occupational illnesses. We have in place health and safety programs that include extensive employee training, safety incentives, drug and alcohol testing and safety audits. The objectives of our health and safety programs are to provide a safe work environment, provide employees with proper training and equipment and implement safety and health rules, policies and programs that foster safety excellence.

Our mining operations are subject to extensive and stringent compliance standards established pursuant to the Federal Mine Safety and Health Act of 1977 (the “Mine Act”). Mine Safety and Health Administration (“MSHA”) monitors and rigorously enforces compliance with these standards, and our mining operations are inspected frequently. Citations and orders are issued by MSHA under Section 104 of the Mine Act for violations of the Mine Act or any mandatory health or safety standard, rule, order or regulation promulgated under the Mine Act.

Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and Item 104 of Regulation S-K require issuers to include in periodic reports filed with the U.S. Securities and Exchange Commission certain information relating to citations or orders for violations of standards under the Mine Act. We present information below regarding certain mining safety and health violations, orders and citations, issued by MSHA and related assessments and legal actions and mine-related fatalities with respect to our coal mining operations. In evaluating this information, consideration should be given to factors such as: (i) the number of violations, orders and citations will vary depending on the size of the coal mine, (ii) the number of violations, orders and citations issued will vary from inspector to inspector and mine to mine, and (iii) violations, orders and citations can be contested and appealed, and in that process, are often reduced in severity and amount, and are sometimes dismissed.

The following tables include information required by the Dodd-Frank Act and Item 104 of Regulation S-K for the current quarter. The mine data retrieval system maintained by MSHA may show information that is different than what is provided herein. Any such difference may be attributed to the need to update that information on MSHA’s system and/or other factors. The tables below do not include any orders or citations issued to independent contractors at our mines.

Mine or Operating Name / MSHA Identification Number	Section104(a)S&SCitations(1)	Section104(b)Orders(2)	Section104(d)Citations andOrders(3)	Section110(b)(2)Violations(4)	Section107(a)Orders(5)	Total DollarValue of MSHAAssessmentsProposed(in thousands)(6)
Active Operations
Eagle Seam Deep Mine 46-09495	7	0	3	0	0	$	32.7
Coal Creek Prep Plant (VA) 44-05236	0	0	0	0	0	$	0.0
Elk Creek Prep Plant 46-02444	1	1	0	0	0	$	1.4
Stonecoal Branch Mine No. 2 46-08663	5	0	0	0	0	$	34.4
Ram Surface Mine No. 1 46-09537	0	0	0	0	0	$	1.6
Highwall Miner No. 1 46-09219	0	0	0	0	0	$	0.4
Berwind Deep Mine 46-09533	6	0	2	0	0	$	48.0
No. 2 Gas Deep Mine 46-09541	6	0	0	0	0	$	8.3
Triad No. 2 46-09628	0	0	0	0	0	$	0.0
Triad Poca 4 Seam Deep Mine 46-09591	6	0	0	0	0	$	39.9
Big Creek Surface Mine 44-07162	0	0	0	0	0	$	0.0
Laurel Fork 46-09084	4	0	0	0	0	$	5.3
Jawbone Mine No. 1 44-07369	4	0	0	0	0	$	0.6
Berwind Prep Plant 46-05449	0	0	0	0	0	$	0.9
Michael Powellton Deep Mine 46-09602	16	0	0	0	0	$	10.8
Crucible Deep Mine 46-09614	6	0	0	0	0	$	4.4
Triple S – HWM No. 3	0	0	0	0	0	$	0.0

Mine or Operating Name /MSHA Identification Number	Total NumberofMining RelatedFatalities	Received Notice ofPattern ofViolations UnderSection 104(e)(yes/no)(7)	Legal ActionsPending as ofLastDay of Period	Legal ActionsInitiated DuringPeriod	Legal ActionsResolved DuringPeriod
Active Operations
Eagle Seam Deep Mine 46-09495	0	No	8	1	0
Coal Creek Prep Plant (VA) 44-05236	0	No	0	0	0
Elk Creek Prep Plant 46-02444	0	No	0	0	0
Stonecoal Branch Mine No. 2 46-08663	0	No	14	9	3
Ram Surface Mine No. 1 46-09537	0	No	0	0	0
Highwall Miner No. 1 46-09219	0	No	0	0	0
Berwind Deep Mine 46-09533	0	No	2	0	3
No. 2 Gas 46-09541	0	No	0	0	0
Triad No. 2 46-09628	0	No	0	0	0
Triad Poca 4 Seam Deep Mine 46-09591	0	No	0	0	0
Big Creek Surface Mine 44-07162	0	No	0	0	0
Laurel Fork 46-09084	0	No	0	0	0
Jawbone Mine No. 1 44-07369	0	No	0	0	0
Berwind Prep Plant 46-05449	0	No	0	0	0
Michael Powellton Deep Mine 46-09602	0	No	0	0	0
Crucible Deep Mine 46-09614	0	No	0	0	0
Triple S – HWM No. 3	0	No	0	0	0

The number of legal actions pending before the Federal Mine Safety and Health Review Commission as of September 30, 2022 that fall into each of the following categories is as follows:

Mine or Operating Name /MSHA Identification Number	Contests ofCitations andOrders	Contests ofProposedPenalties	Complaints forCompensation	Complaints ofDischarge /Discrimination /Interference	Applicationsfor TemporaryRelief	Appeals ofJudge’sRuling
Active Operations
Eagle Seam Deep Mine 46-09495	0	8	0	0	0	0
Coal Creek Prep Plant (VA) 44-05236	0	0	0	0	0	0
Elk Creek Prep Plant 46-02444	0	0	0	0	0	0
Stonecoal Branch Mine No. 2 46-08663	0	14	0	0	0	0
Ram Surface Mine No. 1 46-09537	0	0	0	0	0	0
Highwall Miner No. 1 46-09219	0	0	0	0	0	0
Berwind Deep Mine 46-09533	2	0	0	0	0	0
No. 2 Gas 46-09541	0	0	0	0	0	0
Triad No. 2 46-09628	0	0	0	0	0	0
Triad Poca 4 Seam Deep Mine 46-09591	0	0	0	0	0	0
Big Creek Surface Mine 44-07162	0	0	0	0	0	0
Laurel Fork 46-09084	0	0	0	0	0	0
Jawbone Mine No. 1 44-07369	0	0	0	0	0	0
Berwind Prep Plant 46-05449	0	0	0	0	0	0
Michael Powellton Deep Mine 46-09602	0	0	0	0	0	0
Crucible Deep Mine 46-09614	0	0	0	0	0	0
Triple S – HWM No. 3	0	0	0	0	0	0

(1) Mine Act Section 104(a) significant and substantial (“S&S”) citations shown above are for alleged violations of mandatory health or safety standards that could significantly and substantially contribute to a coal mine health and safety hazard. It should be noted that, for purposes of this table, S&S citations that are included in another column, such as Section 104(d) citations, are not also included as Section 104(a) S&S citations in this column.

(2) Mine Act Section 104(b) orders are for alleged failures to totally abate a citation within the time period specified in the citation.

(3) Mine Act Section 104(d) citations and orders are for an alleged unwarrantable failure (i.e., aggravated conduct constituting more than ordinary negligence) to comply with mandatory health or safety standards.

(4) Mine Act Section 110(b)(2) violations are for an alleged “flagrant” failure (i.e., reckless or repeated) to make reasonable efforts to eliminate a known violation of a mandatory safety or health standard that substantially and proximately caused, or reasonably could have been expected to cause, death or serious bodily injury.

(5) Mine Act Section 107(a) orders are for alleged conditions or practices which could reasonably be expected to cause death or serious physical harm before such condition or practice can be abated and result in orders of immediate withdrawal from the area of the mine affected by the condition.

(6) Amounts shown include assessments proposed by MSHA on all citations and orders, including those citations and orders that are not required to be included within the above chart.

(7) Mine Act Section 104(e) written notices are for an alleged pattern of violations of mandatory health or safety standards that could significantly and substantially contribute to a coal mine safety or health hazard.

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Document And Entity Information - shares	9 Months Ended
	Sep. 30, 2022	Nov. 07, 2022
Document Type	10-Q
Entity Registrant Name	Ramaco Resources, Inc.
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2022
Entity File Number	001-38003
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	38-4018838
Entity Address, Address Line One	250 West Main Street
Entity Address, Address Line Two	Suite 1800
Entity Address, City or Town	Lexington
Entity Address, State or Province	KY
Entity Address, Postal Zip Code	40507
City Area Code	859
Local Phone Number	244-7455
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	true
Entity Shell Company	false
Entity Common Stock, Shares Outstanding (in shares)		44,121,702
Entity Central Index Key	0001687187
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3
Amendment Flag	false
Common Stock, $0.01 par value
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	METC
Security Exchange Name	NASDAQ
9.00% Senior Notes due 2026
Title of 12(b) Security	9.00% Senior Notes due 2026
Trading Symbol	METCL
Security Exchange Name	NASDAQ

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Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Current assets
Cash and cash equivalents	$ 46,608	$ 21,891
Accounts receivable	50,358	44,453
Inventories	40,028	15,791
Prepaid expenses and other	4,962	4,626
Total current assets	141,956	86,761
Property, plant and equipment, net	403,130	227,077
Financing lease right-of-use assets, net	9,839	9,128
Advanced coal royalties	3,618	5,576
Other	3,589	491
Total Assets	562,132	329,033
Current liabilities
Accounts payable	30,130	15,346
Accrued expenses	49,209	19,410
Asset retirement obligations	484	489
Current portion of long-term debt	30,839	7,674
Current portion of related party debt	35,000
Current portion of financing lease obligations	4,776	3,461
Other current liabilities		280
Total current liabilities	150,438	46,660
Asset retirement obligations	28,339	22,060
Long-term debt, net	16,838	3,339
Long-term related party debt	10,000
Long-term financing lease obligations, net	3,783	4,599
Senior notes, net	32,712	32,363
Deferred tax liability, net	17,985	6,406
Other long-term liabilities	3,368	2,532
Total liabilities	263,463	117,959
Commitments and contingencies
Stockholders' Equity
Preferred stock, $0.01 par value, 50,000,000 shares authorized, none issued and outstanding
Common stock, $0.01 par value, 260,000,000 shares authorized, 44,072,611 at June 30, 2022 and 44,092,981 at December 31, 2021 shares issued and outstanding	441	441
Additional paid-in capital	166,994	163,566
Retained earnings	131,234	47,067
Total stockholders' equity	298,669	211,074
Total Liabilities and Stockholders' Equity	$ 562,132	$ 329,033

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Consolidated Balance Sheets (Parentheticals) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Consolidated Balance Sheets
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	50,000,000	50,000,000
Preferred stock, shares outstanding (in shares)	0	0
Preferred stock, shares Issued (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	260,000,000	260,000,000
Common stock, shares issued (in shares)	44,121,702	44,092,981
Common stock, shares outstanding (in shares)	44,072,611	44,092,981

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Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Consolidated Statements of Operations
Revenue	$ 136,925	$ 76,377	$ 430,461	$ 195,889
Costs and expenses
Cost of sales (exclusive of items shown separately below)	79,634	54,808	237,530	143,768
Asset retirement obligations accretion	495	156	1,485	461
Depreciation and amortization	11,435	6,751	29,898	18,861
Selling, general and administrative	8,672	5,895	29,282	15,767
Total costs and expenses	100,236	67,610	298,195	178,857
Operating income	36,689	8,767	132,266	17,032
Other income, net	(933)	789	1,781	7,156
Interest expense, net	(2,255)	(933)	(5,323)	(1,418)
Income before tax	33,501	8,623	128,724	22,770
Income tax expense	6,596	1,588	27,068	1,650
Net income	$ 26,905	$ 7,035	$ 101,656	$ 21,120
Earnings per common share
Basic	$ 0.61	$ 0.16	$ 2.30	$ 0.48
Diluted	$ 0.60	$ 0.16	$ 2.27	$ 0.48
Weighted average common shares outstanding
Basic weighted average shares outstanding	44,085	44,109	44,179	43,915
Diluted weighted average shares outstanding	44,543	44,465	44,747	43,996

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Consolidated Statements of Stockholders Equity - USD ($) $ in Thousands	Common Stock	Additional Paid-in Capital.	Retained Earnings (Deficit)	Total
Balance at Dec. 31, 2020	$ 427	$ 158,859	$ 9,809	$ 169,095
Stock-based compensation	15	1,040		1,055
Net income			4,143	4,143
Balance at Mar. 31, 2021	442	159,899	13,952	174,293
Balance at Dec. 31, 2020	427	158,859	9,809	169,095
Net income				21,120
Balance at Sep. 30, 2021	441	162,437	30,929	193,807
Balance at Mar. 31, 2021	442	159,899	13,952	174,293
Restricted stock surrendered for withholding taxes payable	(1)	(326)		(327)
Stock-based compensation		1,522		1,522
Net income			9,942	9,942
Balance at Jun. 30, 2021	441	161,095	23,894	185,430
Stock-based compensation		1,342		1,342
Net income			7,035	7,035
Balance at Sep. 30, 2021	441	162,437	30,929	193,807
Balance at Dec. 31, 2021	441	163,566	47,067	211,074
Stock-based compensation	2	1,885		1,887
Dividends paid			(2,497)	(2,497)
Net income			41,471	41,471
Balance at Mar. 31, 2022	443	165,451	86,041	251,935
Balance at Dec. 31, 2021	441	163,566	47,067	211,074
Net income				101,656
Balance at Sep. 30, 2022	441	166,994	131,234	298,669
Balance at Mar. 31, 2022	443	165,451	86,041	251,935
Restricted stock surrendered for withholding taxes payable	(2)	(2,819)		(2,821)
Stock-based compensation		2,286		2,286
Dividends paid			(4,998)	(4,998)
Net income			33,280	33,280
Balance at Jun. 30, 2022	441	164,918	114,323	279,682
Restricted stock surrendered for withholding taxes payable		(50)		(50)
Stock-based compensation		2,019		2,019
Stock options exercised		107		107
Dividends paid			(9,994)	(9,994)
Net income			26,905	26,905
Balance at Sep. 30, 2022	$ 441	$ 166,994	$ 131,234	$ 298,669

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Consolidated Statements of Cash Flows $ in Thousands	9 Months Ended
	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)
Cash flows from operating activities:
Net income	$ 101,656	$ 21,120
Adjustments to reconcile net income to net cash from operating activities:
Accretion of asset retirement obligations	1,485	461
Depreciation and amortization	29,898	18,861
Amortization of debt issuance costs	367	96
Stock-based compensation	6,192	3,919
Other income - gain on sale of mineral rights	(2,113)
Other income - employee retention tax credit		(5,407)
Deferred income taxes	11,579	1,650
Changes in operating assets and liabilities:
Accounts receivable	(5,905)	(17,293)
Prepaid expenses and other current assets	1,242	5,611
Inventories	(24,237)	(1,933)
Other assets and liabilities	91	760
Accounts payable	12,432	7,515
Accrued expenses	26,112	2,397
Net cash from operating activities	158,799	37,757
Cash flow from investing activities:
Capital expenditures	(91,384)	(17,642)
Proceeds from sale of mineral rights	2,000
Net cash from investing activities	(111,837)	(17,642)
Cash flows from financing activities:
Proceeds from borrowings	17,000	50,545
Proceeds from stock option exercises	107
Payment of dividends	(14,996)
Payments of debt issuance cost		(2,356)
Repayment of borrowings	(17,066)	(24,900)
Repayments of financed insurance payable	(280)	(862)
Repayments of financing leased equipment	(3,760)	(1,253)
Restricted stock surrendered for withholding taxes payable	(2,871)	(327)
Net cash from financing activities	(21,866)	20,847
Net change in cash and cash equivalents and restricted cash	25,096	40,962
Cash and cash equivalents and restricted cash, beginning of period	22,806	6,710
Cash and cash equivalents and restricted cash, end of period	47,902	47,672
Supplemental cash flow information:
Cash paid for interest	4,680	852
Cash paid for taxes	15,500
Non-cash investing and financing activities:
Leased assets obtained under new financing leases	4,259	9,157
Financed equipment purchases	5,730
Capital expenditures included in accounts payable and accrued expenses	9,004	3,128
Additional asset retirement obligations incurred	4,682	$ 235
Accrued dividends payable	4,994
Ramaco Coal Asset Acquisition
Cash flow from investing activities:
Acquisition of assets	(11,738)
Non-cash investing and financing activities:
Coal acquisition	56,551
Maben Asset Acquisition
Cash flow from investing activities:
Acquisition of assets	(10,715)
Non-cash investing and financing activities:
Coal acquisition	$ 21,000

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Note 1 - Business

9 Months Ended

Sep. 30, 2022

Notes to Financial Statements

BUSINESS

NOTE 1—BUSINESS

Ramaco Resources, Inc. (the “Company,” “we,” “us” or “our,”) is a Delaware corporation formed in October 2016. Our principal corporate and executive offices are located in Lexington, Kentucky with operational offices in Charleston, West Virginia and Sheridan, Wyoming. We are an operator and developer of high-quality, low-cost metallurgical coal in southern West Virginia, southwestern Virginia, and southwestern Pennsylvania.

COVID-19 Pandemic—COVID-19 continues to impact countries across the world, and the duration and severity of the effects are currently unknown. We continue to actively monitor the situation and may take further actions altering our business operations that we determine are in the best interests of our employees, customers, suppliers, and stakeholders, or as required by federal, state, or local authorities.

Russian/Ukraine Conflict—The extent and duration of the military conflict involving Russia and Ukraine, resulting sanctions and future market or supply disruptions in the region, are impossible to predict, but could be significant and may have a severe adverse effect on the region. Globally, various governments have banned imports from Russia including commodities such as oil, natural gas and coal. These events have caused volatility in the commodity markets. This volatility, including market expectations of potential changes in coal prices and inflationary pressures on steel products, may have a significant effect on market prices and overall demand for our coal and the cost of supplies and equipment. We are closely monitoring the potential effects on the market.

We have no meaningful direct financial exposure to Russia and Ukraine; however, the European Union ban on Russian coal has put upward pressure on international thermal coal prices. In addition, fear of economic contraction may affect future demand for coking coal. Recently, values of certain indices for high quality thermal coal have exceeded values of coking coal indices. If these conditions persist, available coking coal may be directed into thermal markets.

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Note 2 - Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2022

Notes to Financial Statements

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation—These interim financial statements are unaudited and have been prepared pursuant to the rules and regulations of the SEC regarding interim financial reporting. Certain disclosures have been condensed or omitted from these financial statements. Accordingly, they do not include all the information and notes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete consolidated financial statements, and should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2021.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of normal recurring adjustments, necessary to fairly present the financial position as of, and the results of operations for, all periods presented. In preparing the accompanying financial statements, management has made certain estimates and assumptions that affect reported amounts in the condensed consolidated financial statements and disclosures of contingencies. Actual results may differ from those estimates. The results for interim periods are not necessarily indicative of annual results. Intercompany balances and transactions between consolidated entities have been eliminated.

Cash and Cash Equivalents—We classify all highly liquid instruments with an original maturity of three months or less to be cash equivalents. Restricted cash balances were $1.3 million at September 30, 2022 and $0.9 million at December 31, 2021. These consisted of funds held in escrow for potential future workers’ compensation claims and were classified in other current assets in the consolidated balance sheets.

Self-Insurance—We are self-insured for certain losses relating to workers’ compensation claims, including pneumoconiosis (occupational disease) claims. We purchase insurance coverage to reduce our exposure to significant levels of these claims. Self-insured losses are accrued based upon estimates of the aggregate liability for uninsured claims incurred as of the balance sheet date using current and historical claims experience and certain actuarial

assumptions. At September 30, 2022, the estimated aggregate liability for uninsured claims totaled $4.2 million. Of this, $2.7 million is included in other long-term liabilities within the consolidated balance sheet at September 30, 2022. At December 31, 2021, the estimated aggregate liability for uninsured claims totaled $3.9 million including $2.4 million included in other long-term liabilities. These estimates are subject to uncertainty due to a variety of factors, including extended lag times in the reporting and resolution of claims, and trends or changes in claim settlement patterns, insurance industry practices and legal interpretations. As a result, actual costs could differ significantly from the estimated amounts. Adjustments to estimated liabilities are recorded in the period in which the change in estimate occurs.

Financial Instruments—Our financial assets and liabilities consist of cash, accounts receivable, accounts payable and indebtedness. The fair values of these instruments approximate their carrying amounts at each reporting date, except that our Senior Notes have an estimated fair value of approximately $1.0 million higher than the balance recorded as of September 30, 2022.

Nonrecurring fair value measurements include asset retirement obligations, the estimated fair value of which is calculated as the present value of estimated cash flows related to its reclamation liabilities using Level 3 inputs. The significant inputs used to calculate such liabilities include estimates of costs to be incurred, our credit adjusted discount rate, inflation rates and estimated date of reclamation.

Concentrations—During the three months ended September 30, 2022, sales to our top four customers accounted for approximately 19%, 13%, 12% and 12% of our total revenue, respectively, aggregating to approximately 56% of our total revenue. The balance due from these four customers at September 30, 2022 was approximately 44% of total accounts receivable. During the nine months ended September 30, 2022, sales to our top two customers accounted for approximately 23% and 17% of our total revenue, respectively, aggregating to approximately 40% of our total revenue. During the three months ended September 30, 2021, sales to our top three customers accounted for approximately 64% of total revenue. During the nine months ended September 30, 2021, sales to our top three customers accounted for approximately 59% of total revenue.

Adoption of New Accounting Standards

In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12, Income Taxes, which enhances and simplifies various aspects of the income tax accounting guidance, including requirements such as tax basis step-up in goodwill obtained in a transaction that is not a business combination, ownership changes in investments, and interim-period accounting for enacted changes in tax law. The standard was effective for us in the first quarter of our fiscal year 2021. The adoption of this ASU did not have a material impact on our consolidated financial statements.

Recent Accounting Pronouncements Being Assessed

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which became effective immediately. The amendments in ASU 2020-04 provide optional relief regarding the accounting effects of reference rate reform, including various types of contract modifications (e.g., debt) as well as hedging relationships. Overall, the guidance permits financial reporting that generally reflects the intended continuation of contracts that reference rates, such as the London Interbank Offered Rate (“LIBOR”), that are expected to be discontinued as a result of reference rate reform initiatives. The Company has an outstanding term loan that references LIBOR; however, the debt is expected to be repaid in the near term and, therefore, a contract amendment to replace LIBOR is considered unlikely.

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Note 3 - Property, Plant and Equipment

9 Months Ended

Sep. 30, 2022

Notes to Financial Statements

PROPERTY, PLANT AND EQUIPMENT

NOTE 3—PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consisted of the following:

(In thousands)	September 30, 2022		December 31, 2021
Plant and equipment	$	203,529	$	167,019
Mining property and mineral rights		120,708		26,064
Construction in process		38,932		9,972
Capitalized mine development costs		145,304		104,291
Less: accumulated depreciation and amortization		(105,343)		(80,269)
Total property, plant and equipment, net	$	403,130	$	227,077

Capitalized amounts related to coal reserves at properties where we are not currently developing or actively engaged in mining operations totaled $46.2 million as of September 30, 2022 and $25.1 million as of December 31, 2021.

In addition to the amounts discussed above, on July 10, 2022, we experienced a material methane ignition at our Berwind mining complex. The cause of the ignition is presently unknown. We, in conjunction with the appropriate state and federal regulatory authorities, have been conducting a full investigation into the incident, which is still ongoing. The mine was idle at the time of the incident, and there were no personnel in the mine nor any injuries or fatalities. Due to regulatory oversight related to safety conditions, the Company has not yet inspected the area of the mine where the ignition event occurred. Accordingly, we have not yet estimated the damages incurred or determined a remediation and restart plan. As a result, no entries have been recorded for a potential loss relating to this matter. Production from the Berwind Complex is expected to be impacted for an indeterminant period of time. We will provide additional information regarding plans for both the rehabilitation and restarting of the mine as it becomes available.

Depreciation and amortization included:

	Three months ended September 30,				Nine months ended September 30,
(In thousands)	2022		2021		2022		2021
Depreciation of plant and equipment	$	6,763	$	4,484	$	16,864	$	13,354
Depreciation of right of use assets (financing leases)		1,710		413		3,806		540
Amortization of capitalized
mine development costs		2,962		1,854		9,228		4,967
Total depreciation and amortization	$	11,435	$	6,751	$	29,898	$	18,861

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Note 4 - Debt

9 Months Ended

Sep. 30, 2022

Notes to Financial Statements

DEBT

NOTE 4—DEBT

Revolving Credit Facility and Term Loan—On November 2, 2018, we entered into a Credit and Security Agreement (as amended or amended and restated the “Revolving Credit Facility” or the “Credit Agreement”) with KeyBank National Association (“KeyBank”), as the administrative agent, and other lenders party thereto. The Credit Agreement was amended on February 20, 2020 and March 19, 2021. On October 29, 2021, we entered into the Amended and Restated Credit and Security Agreement (the “Amendment and Restatement”) with KeyBank. Prior to the Amendment and Restatement, the Credit Agreement consisted of the $10.0 million term loan (the “Term Loan”) and up to $30.0 million revolving line of credit, including $3.0 million letter of credit availability. The Amendment and Restatement increased the overall availability under the revolving credit line to $40.0 million and extended the maturity date to December 31, 2024. All personal property assets, including, but not limited to accounts receivable, coal inventory and certain mining equipment are pledged to secure the Revolving Credit Facility. On April 29, 2022, we entered into the First Amendment to Amended and Restated Credit and Security Agreement with KeyBank to allow for the Ramaco

Coal asset acquisition. On September 23, 2022, we entered into the Second Amendment to Amended and Restated Credit and Security Agreement with KeyBank to allow for the Maben Coal acquisition.

The Revolving Credit Facility bears interest based on Secure Overnight Financing Rate (“SOFR”) + 2.0% or Base Rate + 1.5%. “Base Rate” is the highest of (i) KeyBank’s prime rate, (ii) Federal Funds Effective Rate + 0.5%, or (iii) SOFR + 2.0%. Advances under the Revolving Credit Facility are made initially as Base Rate loans but may be converted to SOFR rate loans at certain times at our discretion. At September 30, 2022, there was a $17.0 million borrowing and a $0.4 million letter of credit outstanding under the Revolving Credit Facility, leaving $22.6 million of remaining availability.

The Term Loan is secured under a Master Security Agreement with a pledge of certain underground and surface mining equipment, bears interest at LIBOR + 5.15% and is required to be repaid in monthly installments of $278 thousand including accrued interest. The outstanding principal balance of the Term Loan was $0.8 million at September 30, 2022.

The Credit Agreement contains usual and customary covenants including limitations on liens, additional indebtedness, investments, restricted payments, asset sales, mergers, affiliate transactions and other customary limitations, as well as financial covenants. At September 30, 2022, we were in compliance with all financial covenants under the Credit Agreement.

Key Equipment Finance Loan—On April 16, 2020, we entered into an equipment loan with Key Equipment Finance, a division of KeyBank, as lender, in the principal amount of $4.7 million for the financing of existing underground and surface equipment (the “Equipment Loan”). The Equipment Loan bears interest at 7.45% per annum and is payable in 36 monthly installments of $147 thousand. There is a 3% premium for prepayment of the note within the first 12 months. This premium declines by 1% during each successive 12-month period. The outstanding principal balance of the Equipment Loan was $1.0 million at September 30, 2022.

9.00% Senior Unsecured Notes due 2026—On July 13, 2021, we completed an offering of $34.5 million, in the aggregate, of the Company’s 9.00% Senior Unsecured Notes due 2026 (the “Senior Notes”), and incurred $2.4 million for note offering costs. The Senior Notes mature on July 30, 2026, unless redeemed prior to maturity. The Senior Notes bear interest at a rate of 9.00% per annum, payable quarterly in arrears on the 30th day of January, April, July and October of each year. We may redeem the Senior Notes in whole or in part, at our option, at any time on or after July 30, 2023, or upon certain change of control events, at a redemption price equal to 100% of the principal amount plus accrued and unpaid interest to, but not including, the date of redemption. Issuance costs for the Senior Notes included underwriters’ fees, attorney, accounting and filing costs totaling $2.4 million. These issuance costs are reported as a debt discount which is being amortized over the Senior Notes term using an effective rate method. The outstanding principal balance under the Senior Notes was $34.5 million at September 30, 2022 and is presented net of unamortized discounts of $1.8 million. The effective interest rate is approximately 10.45%.

J. H. Fletcher & Co. Loan—On July 23, 2021 and November 24, 2021, we entered into equipment loans with J. H. Fletcher & Co., as lender, in the principal amount of $0.9 million and $3.9 million, respectively, for the financing of underground equipment (the “Fletcher Equipment Loans”). The Fletcher Equipment Loans bear no interest and are payable in 24 monthly installments of $200 thousand. In the third quarter of 2022, we obtained additional equipment loans of $4.4 million. The 2022 loans bear no interest and are payable in 24 monthly installments of $195 thousand. The outstanding principal balance of the 2021 and 2022 Fletcher Equipment Loans was $6.4 million at September 30, 2022.

Komatsu Financial Limited Partnership Loan—On August 16, 2021, we entered into an equipment loan with Komatsu Financial Limited Partnership, as lender, in the principal amount of $1.0 million for the financing of surface equipment (the “Komatsu Equipment Loan”). The Komatsu Equipment Loan bears interest at 4.6% per annum and is payable in 36 monthly installments of $36 thousand for the first six months and then at $28 thousand until maturity. The outstanding principal balance of the Komatsu Equipment Loan was $0.6 million at September 30, 2022.

Brandeis Machinery & Supply Company—On January 11, 2022, we entered into equipment loans with Brandeis Machinery & Supply Company, as lender, in the principal amount of $1.4 million for the financing of surface equipment

(the “Brandeis Equipment Loans”). The Brandeis Equipment Loans bear interest at 4.8% per annum and are payable in 48 monthly installments of $24 thousand. The outstanding principal balance of the Brandeis Equipment Loans was $0.8 million at September 30, 2022.

Ramaco Coal Deferred Purchase Price—On April 29, 2022, we acquired the assets of Ramaco Coal (see Note 12) and entered into an agreement whereby an investment fund managed by Yorktown Partners, as lender, provided financing for the acquisition in the principal amount of $55.0 (the “Ramaco Coal Loan”). The Ramaco Coal Loan bears interest at 9% per annum and is payable in seven quarterly installments of $5 million each quarter in 2022 and $10 million each quarter in 2023 until maturity. The outstanding principal balance of the Ramaco Coal Loan was $45.0 million at September 30, 2022 and is secured by the membership interests of Ramaco Coal, LLC. In the event we make an initial public offering of the equity interests of all or substantially all of the acquired assets of Ramaco Coal, the seller shall have the option to convert up to fifty percent (50%) of the then outstanding principal balance, not to exceed $30 million, into a proportionate equity ownership in such initial public offering.

Financing of Maben Coal Acquisition – On September 23, 2022, we acquired 100% of the equity interests of Maben Coal, LLC (see Note 12) and entered into a secured loan with Investec Bank PLC in the amount of $21.0 million to pay a portion of the purchase price. The loan bears interest at the applicable secured overnight financing rate (“SOFR”) plus a margin of 3.0% payable in cash, compounded monthly. Beginning in January 2023, the Company must start making monthly repayments of the outstanding principal in the amount of $800 thousand per month until the maturity date of September 23, 2024. The outstanding principal balance of $21.0 million at September 30, 2022, was reported in the current portion of long-term debt and long-term debt, net in the amounts of $7.2 million and $13.8 million, respectively.

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Note 5 - Leases

9 Months Ended

Sep. 30, 2022

Notes To Financial Statements

LEASES

NOTE 5—LEASES

The Company has various financing leases for mining equipment. These leases are generally for terms up to 36 months and expire through 2025. We had one operating lease for office space that expired in May 2022. A new operating lease for office space was entered into during August 2022 and has a term of 60 months.

Right-of-use assets and lease liabilities are determined as the present value of the lease payments, discounted using either the implicit interest rate in the lease or our estimated incremental borrowing rate based on similar terms, payments and the economic environment where the leased asset is located. Below is a summary of our leases:

(In thousands)	Classification	September 30, 2022		December 31, 2021
Right-of-use assets
Financing	Financing lease right-of-use assets, net	$	9,839	$	9,128
Operating	Other assets		694		25
Total right-of-use assets		$	10,533	$	9,153
Current lease liabilities
Financing	Current portion of financing lease obligations	$	4,776	$	3,461
Operating	Accrued expenses		80		25
Non-current lease liabilities
Financing	Long-term portion of financing lease obligations	$	3,783	$	4,599
Operating	Other long-term liabilities		617		—
Total lease liabilities		$	9,256	$	8,085

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Note 6 - Equity

9 Months Ended

Sep. 30, 2022

Notes To Financial Statements

EQUITY

NOTE 6—EQUITY

Stock-Based Compensation Awards—Our Long-Term Incentive Plan (“LTIP”) is currently authorized by shareholders for the issuance of awards of up to approximately 10.9 million shares of common stock. As of September 30, 2022, there were approximately 5.4 million shares of common stock available for grant under the LTIP, which

includes 4.0 million authorized shares that became effective on February 23, 2022. Additionally, granted but unvested shares are generally forfeited upon termination of employment, unless an employee enters into another written arrangement, and may not be sold, assigned, transferred, pledged or otherwise encumbered.

As of September 30, 2022, we had four types of stock-based awards outstanding: options, restricted stock, restricted stock units and performance stock units. Stock-based compensation expense for all four types of stock-based awards totaled $2.0 million and $1.3 million for the three months ended September 30, 2022 and September 30, 2021, respectively. Stock-based compensation expense for all four types of stock-based awards totaled $6.2 million and $3.9 million for the nine months ended September 30, 2022 and September 30, 2021, respectively.

The following table summarizes stock-based awards outstanding, as well as activity for the period:

	Restricted Stock			Restricted Stock Units			Performance Stock Units
		Weighted			Weighted			Weighted
		Average Grant			Average Grant			Average Grant
	Shares	Date Fair Value		Shares	Date Fair Value		Shares	Date Fair Value
Outstanding at December 31, 2021	3,741,770	$	3.98	—	$	—	—	$	—
Granted	214,363		14.59	248,706		15.65	248,706		22.21
Vested	(715,665)		5.38	—		—	—		—
Forfeited	(637)		15.65	—		—	—		—
Outstanding at September 30, 2022	3,239,831	$	4.37	248,706	$	15.65	248,706	$	22.21

Options for the purchase of a total of 937,424 shares of our common stock for $5.34 per share were granted to two executives on August 31, 2016. The options have a ten-year term from the grant date and are fully vested. During the three months ended September 30, 2022, 20,000 options were exercised. The remaining options are outstanding and unexercised and were in-the-money at September 30, 2022 with an intrinsic value of $3.5 million.

Restricted Stock—We grant shares of restricted stock to certain senior executives, key employees and directors. These shares vest over approximately one to three and a half years from the date of grant. During the vesting period, the participants have voting rights and may receive dividends. Upon vesting, the restricted stock becomes unrestricted common shares. The fair value of the restricted stock on the date of the grant during 2022, which averaged $14.59 per share, is amortized ratably over the service period. At September 30, 2022, there was $6.3 million of total unrecognized compensation cost related to unvested restricted stock to be recognized over a weighted-average period of 1.1 years.

Restricted Stock Units—We grant shares of restricted stock units to certain senior executives and key employees. These share units vest ratably over approximately three years from the date of grant. During the vesting period, the participants have no voting rights and no dividend rights; however, participants are entitled to receive dividend equivalents, which shall be subject to the same conditions applicable to the units and payable at the time the units vest, which did not occur during the nine months ended September 30, 2022. Upon vesting and within 30 days thereafter, the recipient will receive one share of common stock for each stock unit.

The 248,706 restricted stock units are linked to the Company’s common stock value which was fair valued on the date of grant at $15.65 per share and is recognized ratably over the service period. At September 30, 2022, there was $3.0 million of total unrecognized compensation cost related to unvested restricted stock units to be recognized over a weighted-average period of 2.3 years.

Performance Stock Units—We grant shares of performance stock units to certain senior executives and key employees. These share units cliff-vest approximately three years from the date of grant based on the achievement of targeted performance levels related to pre-established relative total shareholder return goals. These performance stock units have the potential to be earned from 0% to 200% of target depending on actual results. During the vesting period, the participants have no voting rights and no dividend rights; however, participants are entitled to receive dividend equivalents, which shall be subject to the same conditions applicable to the units and payable at the time the units vest, which did not occur during the nine months ended September 30, 2022. Upon vesting and within 30 days thereafter, the recipient will receive one share of common stock for each stock unit.

The Company’s 248,706 performance stock units were valued relative to the stock price performance of a peer group of companies at a valuation stock price of $15.65 per share, which was fair valued at $22.21 per share at the date of grant based on a Monte Carlo simulation. The fair value of the performance stock units on the date of the grant is recognized ratably over the service period. At September 30, 2022, there was $4.3 million of total unrecognized compensation cost related to unvested performance stock units to be recognized over a weighted-average period of 2.3 years.

Dividends – On February 18, 2022, the Company announced that its Board of Directors approved an increase in its initial quarterly cash dividend to $5.0 million from the formerly approved $2.5 million that was declared and accrued in December 2021. Dividends in the amount of $5.0 million, or approximately $0.11 per share of common stock, were paid on March 15, 2022, to shareholders of record on March 1, 2022.

In addition, dividends in the amount of $5.0 million, or approximately $0.11 per share of common stock, were paid on June 15, 2022, to shareholders of record on June 1, 2022, and dividends in the amount of $5.0 million, or approximately $0.11 per share of common stock, were paid on September 15, 2022, to shareholders of record on September 1, 2022.

On September 28, 2022, the Company announced that its Board of Directors declared a quarterly cash dividend of approximately $0.11 per share of common stock. Dividends of $5.0 million were accrued at September 30, 2022, and are payable on December 15, 2022, to shareholders of record on December 1, 2022.

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Note 7 - Commitments and Contingencies

9 Months Ended

Sep. 30, 2022

Notes To Financial Statements

COMMITMENTS AND CONTINGENCIES.

NOTE 7—COMMITMENTS AND CONTINGENCIES

Surety Bonds—At September 30, 2022, we had total reclamation bonding requirements of $22.6 million which were supported by surety bonds. Additionally, we had $0.3 million of surety bonds that secured performance obligations.

Contingent Transportation Purchase Commitments—We secure the ability to transport coal through rail contracts and export terminal services contracts that are sometimes funded through take-or-pay arrangements. At September 30, 2022, contingent liabilities under these take-or-pay arrangements totaled $5.4 million under three contracts expiring at various dates between December 31, 2022, and March 31, 2024. The level of these take-or-pay liabilities will be reduced at a per ton rate as such rail and export terminal services are utilized against the required minimum tonnage amounts over the contracts term stipulated in such rail and export terminal contracts.

Litigation—From time to time, the Company may be subject to various litigation and other claims in the normal course of business. No amounts have been accrued in the consolidated financial statements with respect to any matters.

In November 2018, one of our three raw coal storage silos that fed our Elk Creek plant experienced a partial structural failure. Our insurance carrier disputed our claim for coverage and in August 2019 we filed suit. The case went to trial in June 2021 and in July 2021, the jury returned a verdict in our favor for $7.7 million in compensatory damages and made an additional award of $25.0 million for inconvenience and aggravation. In August 2021, the defendants filed a post-trial motion. On March 4, 2022, the court entered its memorandum opinion and order on the motion reducing the jury award to a total of $1.8 million, including pre-judgment interest, based largely on the court’s decision to vacate and set aside, in its entirety, the jury award of damages for inconvenience and aggravation. The same day, the court entered the judgment in accordance with the memorandum opinion and order. No amount is currently reflected in the financial statements related to this matter.

On April 1, 2022, we filed a notice of appeal with the U.S. Court of Appeals for the Fourth Circuit. The matter has been fully briefed by the parties and is now pending before the court.

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Note 8 - Revenue

9 Months Ended

Sep. 30, 2022

Notes to Financial Statements

REVENUE.

NOTE 8—REVENUE

Our revenue is derived from contracts for the sale of coal which is recognized at the point in time control is transferred to our customer. Generally, domestic sales contracts have terms of about one year and the pricing is typically fixed. Export sales have spot or term contracts and pricing can either be by fixed-price or a price derived against index-based pricing mechanisms. Sales completed with delivery to an export terminal are reported as export revenue. Disaggregated information about our revenue is presented below:

	Three months ended September 30,				Nine months ended September 30,
(In thousands)	2022		2021		2022		2021
Coal Sales
North American revenue	$	78,442	$	47,954	$	231,365	$	105,611
Export revenue, excluding Canada		58,483		28,423		199,096		90,278
Total revenue	$	136,925	$	76,377	$	430,461	$	195,889

At September 30, 2022, we had outstanding performance obligations for the remainder of 2022 of approximately 0.5 million tons for contracts with fixed sales prices averaging $197/ton and 0.3 million tons for contracts with index-based pricing mechanisms. Additionally, we had outstanding performance obligations for 2023 of approximately 1.4 million tons for contracts with fixed sales prices averaging $198/ton and 0.1 million tons for contracts with index-based pricing mechanisms. Index-based prices have not been estimated for the purpose of disclosing remaining performance obligations as permitted under the revenue recognition guidance when variable consideration is allocated entirely to a wholly unsatisfied performance obligation.

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Note 9 - Income Taxes

9 Months Ended

Sep. 30, 2022

Notes to Financial Statements

INCOME TAXES

NOTE 9—INCOME TAXES

Income tax provisions for interim quarterly periods are generally based on an estimated annual effective income tax rate calculated separately from the effect of significant, infrequent or unusual items related specifically to interim periods. The income tax impacts of discrete items are recognized in the period these occur.

Our effective tax rate for the three months ended September 30, 2022 and September 30, 2021 was 20% and 21%, respectively. Our effective tax rate, again excluding discrete items, for the nine months ended September 30, 2022 and 2021 was 21.9% and 13%, respectively. Discrete items during the 2021 periods included the impact of legislative changes in West Virginia and Virginia for which we recognized a tax benefit of $1.6 million. We also reported discrete items related to stock-based compensation in 2022 and 2021 periods. The primary difference from the federal statutory rate of 21% in each period is related to state taxes, permanent differences for non-deductible expenses and depletion expense for income tax purposes.

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Note 10 - Earnings Per Share

9 Months Ended

Sep. 30, 2022

Notes to Financial Statements

EARNINGS PER SHARE

NOTE 10—EARNINGS PER SHARE

The following is the computation of basic and diluted EPS:

	Three months ended September 30,				Nine months ended September 30,
(In thousands, except per share amounts)	2022		2021		2022		2021
Numerator
Net income	$	26,905	$	7,035	$	101,656	$	21,120
Denominator
Weighted average shares used to compute basic earnings per share		44,085		44,109		44,179		43,915
Dilutive effect of stock option awards		458		356		560		81
Dilutive effect of restricted stock units and performance stock units awards		—		—		8		—
Weighted average shares used to compute diluted earnings per share		44,543		44,465		44,747		43,996
Earnings (loss) per share
Basic	$	0.61	$	0.16	$	2.30	$	0.48
Diluted	$	0.60	$	0.16	$	2.27	$	0.48

Diluted earnings per share for the three months ended September 30, 2022, excludes 249 thousand of RSUs because the effect would have been antidilutive. Diluted earnings per share for the three months ended September 30, 2022, also excludes 249 thousand of performance stock units based on the guidance for contingently issuable shares, which requires exclusion when based on current period results, the shares would not be issuable if the end of the reporting period were the end of the contingency period. The performance stock units were excluded from diluted earnings per share for the nine months ended September 30,2022 as well.

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Note 11 - Related Party Transactions

9 Months Ended

Sep. 30, 2022

Notes to Financial Statements

RELATED PARTY TRANSACTIONS

NOTE 11—RELATED PARTY TRANSACTIONS

Mineral Lease and Surface Rights Agreements—Prior to the acquisition of Ramaco Coal, LLC (“Ramaco Coal”), see Note 12, much of the coal reserves and surface rights that we control were acquired through a series of mineral leases and surface rights agreements with Ramaco Coal, who was a related party. Production royalty payables totaling $0.4 million at December 31, 2021 were included in accounts payable in the consolidated balance sheet. Royalties paid to Ramaco Coal in 2022, prior to the acquisition, totaled $3.1 million. Royalties paid to Ramaco Coal in the three and nine months ended September 30, 2021 totaled $1.3 million and $3.9 million, respectively.

Administrative Services—Also prior to the acquisition of Ramaco Coal, the Company and Ramaco Coal agreed to share the services of certain of each company’s employees pursuant to a Mutual Service Agreement, dated December 22, 2017 but effective as of March 31, 2017. Each party paid the other a fee on a quarterly basis for such services calculated as the annual base salary of each employee providing services multiplied by the percentage of time each employee spent providing services for the other party. Year-to-date charges to Ramaco Coal in 2022, prior to the acquisition, were $44 thousand. For the three and nine months ended September 30, 2021, charges to Ramaco Coal were $40 thousand and $79 thousand, respectively.

Legal Services—Some of the professional legal services we receive are provided by Jones & Associates (“Jones”), a related party. Legal services payable totaled $0.6 million at September 30, 2022 and were included in accrued expenses in the consolidated balance sheet. There were no legal services payable as of December 31, 2021. No legal services were paid to Jones in the three months ended September 30, 2022 and September 30, 2021. Legal services paid to Jones in the nine months ended September 30, 2022 and September 30, 2021 totaled $0.8 million and zero, respectively.

Ramaco Coal Deferred Purchase Price—As part of the financing of the acquisition of Ramaco Coal (see Note 12), we incurred interest expense of $1.1 million and $2.0 million for the three and nine months ended September 30, 2022.

Ramaco Foundation--The Company made a charitable cash contribution of $1.0 million in the third quarter of 2022 to the Ramaco Foundation, which was recognized in Other income (expense), net, on the income statement. The Ramaco Foundation is an unconsolidated not-for-profit organization whose board of directors includes several members of the Company’s management and board of directors.

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Note 12- Ramaco Coal Acquisition

9 Months Ended

Sep. 30, 2022

Asset Acquisition

RAMACO COAL ACQUISITION

NOTE 12—ACQUISITIONS

Ramaco Coal

On April 29, 2022, the acquisition of Ramaco Coal, an entity owned by an investment fund managed by Yorktown Partners and certain members of the Company's management, was completed pursuant to a Purchase and Sale Agreement, dated February 23, 2022. The purchase price was approximately $65 million, consisting of an initial payment of $10 million paid at closing and a deferred purchase price of $55 million to be paid during the remainder of 2022 in $5 million ratable quarterly installments, and $10 million ratable quarterly installments to be paid in 2023 plus interest at a rate of 9%.

Ramaco Coal controls certain coal mineral interests of principally metallurgical coal properties which are owned in fee or leased under long-term leases that are, in turn, leased or subleased to the Company and various third parties. Such lessees pay a royalty based on the amount of metallurgical coal mined and the realized price per ton.

Ramaco Coal also controls a large thermal coal deposit and permit near Sheridan, Wyoming covering approximately 16 thousand acres, including a research and development facility and associated equipment and has a goal of converting coal to carbon products, such as graphene, graphite and carbon fiber.

Concurrent with this acquisition, the Company and Ramaco Coal each sold certain mineral rights located in West Virginia (the “Split Ridge Arrangement”). To compensate for the sale of these rights, we received an overriding royalty arrangement which included $2 million up front and $125 thousand quarterly minimum royalty payment beginning in January 2024 until December 2028. The fair value of this arrangement was $3.7 million, of which, $1.6 million was treated as an allocation of the fair value of this disposed component of Ramaco Coal and, separately, a $2.1 million gain on the sale of the Company’s mineral rights included in Other income (expense), net on the income statement.

The acquisition of Ramaco Coal was accounted for as a purchase of assets due to substantially all of the fair value being concentrated in a single asset, the rights to metallurgical coal deposits. The consideration paid in connection with the acquisition of Ramaco Coal, including $1.6 million in closing costs, relinquishment of $1.6 million of prepaid royalties and $0.1 million paid to a mineral owner as part of the acquisition, was approximately $68.3 million and was allocated based on fair values to mining property and mineral rights ($65.1 million), buildings ($2.6 million) and equipment ($0.6 million). Refer to Note 4 for a description of the acquisition financing.

Maben Coal

On September 23, 2022, the Company completed the acquisition of 100% of the equity interests of Maben Coal, LLC (“Maben Coal”) pursuant to the Securities Purchase Agreement dated August 8, 2022, with Appleton Coal, LLC. The purchase price was approximately $30.0 million, consisting of an initial payment of $9.0 million and proceeds from a new two-year loan in the amount of $21.0 million. The Company also paid approximately $1.7 million of transaction costs and recognized liabilities of $1.3 million, primarily related to $1.2 million of cash bond replacement obligations incurred by the Company as part of the transaction.

We acquired a large coal deposit on approximately 28 thousand leased acres located in Wyoming County and Raleigh County, West Virginia. We assumed existing mining permits issued by the West Virginia Department of Environmental Protection, which authorize mining by both surface and highwall mining methods as well as by underground methods. 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 acquisition of Maben Coal was accounted for as a purchase of assets due to substantially all of the fair value being concentrated in a single asset, the rights to leased metallurgical coal deposits. The total consideration of approximately $33.0 million was allocated to mining property and mineral rights ($30.6 million), capitalized mine development costs ($1.0 million), receivable for the right to recover cash bond replacement payments owed by the Company discussed above ($1.2 million), and recoupable royalties ($0.2 million). Refer to Note 4 for information regarding the acquisition financing.

Fair Value

The consideration for both acquisitions above was allocated based on the relative fair values of the assets acquired, the primary asset of which was mining properties and mineral rights. The fair values of mining properties and mineral rights were determined based on Level 3 inputs, which are generally unobservable, requiring the Company to make assumptions based on a market participant perspective. Key Level 3 assumptions included future coal prices, capital expenditures, future coal production, production costs, and an appropriate rate at which to discount the future cash flows. We believe our assumptions to be consistent with those a market participant would use for valuation purposes.

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Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2022

Summary of Significant Accounting Policies.

Basis of Presentation

Basis of Presentation—These interim financial statements are unaudited and have been prepared pursuant to the rules and regulations of the SEC regarding interim financial reporting. Certain disclosures have been condensed or omitted from these financial statements. Accordingly, they do not include all the information and notes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete consolidated financial statements, and should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2021.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of normal recurring adjustments, necessary to fairly present the financial position as of, and the results of operations for, all periods presented. In preparing the accompanying financial statements, management has made certain estimates and assumptions that affect reported amounts in the condensed consolidated financial statements and disclosures of contingencies. Actual results may differ from those estimates. The results for interim periods are not necessarily indicative of annual results. Intercompany balances and transactions between consolidated entities have been eliminated.

Cash and cash equivalents

Cash and Cash Equivalents—We classify all highly liquid instruments with an original maturity of three months or less to be cash equivalents. Restricted cash balances were $1.3 million at September 30, 2022 and $0.9 million at December 31, 2021. These consisted of funds held in escrow for potential future workers’ compensation claims and were classified in other current assets in the consolidated balance sheets.

Self-Insurance

Self-Insurance—We are self-insured for certain losses relating to workers’ compensation claims, including pneumoconiosis (occupational disease) claims. We purchase insurance coverage to reduce our exposure to significant levels of these claims. Self-insured losses are accrued based upon estimates of the aggregate liability for uninsured claims incurred as of the balance sheet date using current and historical claims experience and certain actuarial

assumptions. At September 30, 2022, the estimated aggregate liability for uninsured claims totaled $4.2 million. Of this, $2.7 million is included in other long-term liabilities within the consolidated balance sheet at September 30, 2022. At December 31, 2021, the estimated aggregate liability for uninsured claims totaled $3.9 million including $2.4 million included in other long-term liabilities. These estimates are subject to uncertainty due to a variety of factors, including extended lag times in the reporting and resolution of claims, and trends or changes in claim settlement patterns, insurance industry practices and legal interpretations. As a result, actual costs could differ significantly from the estimated amounts. Adjustments to estimated liabilities are recorded in the period in which the change in estimate occurs.

Financial Instruments

Financial Instruments—Our financial assets and liabilities consist of cash, accounts receivable, accounts payable and indebtedness. The fair values of these instruments approximate their carrying amounts at each reporting date, except that our Senior Notes have an estimated fair value of approximately $1.0 million higher than the balance recorded as of September 30, 2022.

Nonrecurring fair value measurements include asset retirement obligations, the estimated fair value of which is calculated as the present value of estimated cash flows related to its reclamation liabilities using Level 3 inputs. The significant inputs used to calculate such liabilities include estimates of costs to be incurred, our credit adjusted discount rate, inflation rates and estimated date of reclamation.

Concentrations

Concentrations—During the three months ended September 30, 2022, sales to our top four customers accounted for approximately 19%, 13%, 12% and 12% of our total revenue, respectively, aggregating to approximately 56% of our total revenue. The balance due from these four customers at September 30, 2022 was approximately 44% of total accounts receivable. During the nine months ended September 30, 2022, sales to our top two customers accounted for approximately 23% and 17% of our total revenue, respectively, aggregating to approximately 40% of our total revenue. During the three months ended September 30, 2021, sales to our top three customers accounted for approximately 64% of total revenue. During the nine months ended September 30, 2021, sales to our top three customers accounted for approximately 59% of total revenue.

Recent Accounting Pronouncements

Adoption of New Accounting Standards

In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12, Income Taxes, which enhances and simplifies various aspects of the income tax accounting guidance, including requirements such as tax basis step-up in goodwill obtained in a transaction that is not a business combination, ownership changes in investments, and interim-period accounting for enacted changes in tax law. The standard was effective for us in the first quarter of our fiscal year 2021. The adoption of this ASU did not have a material impact on our consolidated financial statements.

Recent Accounting Pronouncements Being Assessed

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which became effective immediately. The amendments in ASU 2020-04 provide optional relief regarding the accounting effects of reference rate reform, including various types of contract modifications (e.g., debt) as well as hedging relationships. Overall, the guidance permits financial reporting that generally reflects the intended continuation of contracts that reference rates, such as the London Interbank Offered Rate (“LIBOR”), that are expected to be discontinued as a result of reference rate reform initiatives. The Company has an outstanding term loan that references LIBOR; however, the debt is expected to be repaid in the near term and, therefore, a contract amendment to replace LIBOR is considered unlikely.

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Note 3 - Property, Plant and Equipment (Tables)

9 Months Ended

Sep. 30, 2022

Property, Plant and Equipment.

Schedule of property, plant, and equipment

(In thousands)	September 30, 2022		December 31, 2021
Plant and equipment	$	203,529	$	167,019
Mining property and mineral rights		120,708		26,064
Construction in process		38,932		9,972
Capitalized mine development costs		145,304		104,291
Less: accumulated depreciation and amortization		(105,343)		(80,269)
Total property, plant and equipment, net	$	403,130	$	227,077

Schedule of depreciation and amortization

	Three months ended September 30,				Nine months ended September 30,
(In thousands)	2022		2021		2022		2021
Depreciation of plant and equipment	$	6,763	$	4,484	$	16,864	$	13,354
Depreciation of right of use assets (financing leases)		1,710		413		3,806		540
Amortization of capitalized
mine development costs		2,962		1,854		9,228		4,967
Total depreciation and amortization	$	11,435	$	6,751	$	29,898	$	18,861

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Note 5 - Leases (Tables)

9 Months Ended

Sep. 30, 2022

Leases [Abstract]

Schedule of maturities of operating lease liabilities

(In thousands)	Classification	September 30, 2022		December 31, 2021
Right-of-use assets
Financing	Financing lease right-of-use assets, net	$	9,839	$	9,128
Operating	Other assets		694		25
Total right-of-use assets		$	10,533	$	9,153
Current lease liabilities
Financing	Current portion of financing lease obligations	$	4,776	$	3,461
Operating	Accrued expenses		80		25
Non-current lease liabilities
Financing	Long-term portion of financing lease obligations	$	3,783	$	4,599
Operating	Other long-term liabilities		617		—
Total lease liabilities		$	9,256	$	8,085

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Note 6 - Equity (Tables)

9 Months Ended

Sep. 30, 2022

Stockholders' Equity

Schedule of restricted awards outstanding

	Restricted Stock			Restricted Stock Units			Performance Stock Units
		Weighted			Weighted			Weighted
		Average Grant			Average Grant			Average Grant
	Shares	Date Fair Value		Shares	Date Fair Value		Shares	Date Fair Value
Outstanding at December 31, 2021	3,741,770	$	3.98	—	$	—	—	$	—
Granted	214,363		14.59	248,706		15.65	248,706		22.21
Vested	(715,665)		5.38	—		—	—		—
Forfeited	(637)		15.65	—		—	—		—
Outstanding at September 30, 2022	3,239,831	$	4.37	248,706	$	15.65	248,706	$	22.21

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Note 8 - Revenue (Tables)

9 Months Ended

Sep. 30, 2022

Revenue from Contract with Customer [Abstract]

Schedule of disaggregation of revenue

	Three months ended September 30,				Nine months ended September 30,
(In thousands)	2022		2021		2022		2021
Coal Sales
North American revenue	$	78,442	$	47,954	$	231,365	$	105,611
Export revenue, excluding Canada		58,483		28,423		199,096		90,278
Total revenue	$	136,925	$	76,377	$	430,461	$	195,889

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Note 10 - Earnings Per Share (Tables)

9 Months Ended

Sep. 30, 2022

Notes Tables

Schedule computation of basic and diluted EPS

The following is the computation of basic and diluted EPS:

	Three months ended September 30,				Nine months ended September 30,
(In thousands, except per share amounts)	2022		2021		2022		2021
Numerator
Net income	$	26,905	$	7,035	$	101,656	$	21,120
Denominator
Weighted average shares used to compute basic earnings per share		44,085		44,109		44,179		43,915
Dilutive effect of stock option awards		458		356		560		81
Dilutive effect of restricted stock units and performance stock units awards		—		—		8		—
Weighted average shares used to compute diluted earnings per share		44,543		44,465		44,747		43,996
Earnings (loss) per share
Basic	$	0.61	$	0.16	$	2.30	$	0.48
Diluted	$	0.60	$	0.16	$	2.27	$	0.48

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Note 2 - Summary of Significant Accounting Policies (Details) - USD ($) $ in Millions	Sep. 30, 2022	Dec. 31, 2021
Restricted Cash
Restricted Cash	$ 1.3	$ 0.9
Restricted Cash, Asset, Statement of Financial Position [Extensible List]	Prepaid expenses and other	Prepaid expenses and other

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Note 2 - Summary of Significant Accounting Policies - Self-Insurance (Details) - USD ($) $ in Millions	Sep. 30, 2022	Dec. 31, 2021
Self-Insurance
Estimated aggregate liability for uninsured claims	$ 4.2	$ 3.9
Estimated aggregate liability for uninsured claims included in other long-term liabilities	$ 2.7	$ 2.4

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Note 2 - Summary of Significant Accounting Policies - Financial Instruments (Details) $ in Millions	Sep. 30, 2022 USD ($)
Summary of Significant Accounting Policies.
Excess fair value of debt over carrying value	$ 1.0

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Note 2 - Summary of Significant Accounting Policies - Concentrations (Details) - customer	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Revenue Benchmark
Concentrations
Number of Major Customers		3		3
Customer Concentration Risk | Revenue Benchmark
Concentrations
Number of Major Customers	4		2
Customer Concentration Risk | Revenue Benchmark | Customer A
Concentrations
Concentration Risk, Percentage	19.00%		23.00%
Customer Concentration Risk | Revenue Benchmark | Customer B
Concentrations
Concentration Risk, Percentage	13.00%
Customer Concentration Risk | Revenue Benchmark | Customer C
Concentrations
Concentration Risk, Percentage	12.00%		17.00%
Customer Concentration Risk | Revenue Benchmark | Customer D
Concentrations
Concentration Risk, Percentage	12.00%
Customer Concentration Risk | Revenue Benchmark | Total Customer Base
Concentrations
Concentration Risk, Percentage	56.00%	64.00%	40.00%
Customer Concentration Risk | Accounts Receivable.
Concentrations
Number of Major Customers	4
Customer Concentration Risk | Accounts Receivable. | Total Customer Base
Concentrations
Concentration Risk, Percentage	44.00%			59.00%

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Note 3 - Property, Plant and Equipment - Schedule of Property, Plant and Equipment (Details) $ in Thousands	Jul. 10, 2022 employee	Sep. 30, 2022 USD ($)	Dec. 31, 2021 USD ($)
Property, plant, and equipment
Less: Accumulated depreciation and amortization		$ (105,343)	$ (80,269)
Total property, plant and equipment, net		403,130	227,077
Capitalized Costs Related to Coal Reserves		46,200	25,100
Number of personnel in the mine | employee	0
Plant and Equipment
Property, plant, and equipment
Property, plant and equipment, gross		203,529	167,019
Mining Properties and Mineral Rights
Property, plant, and equipment
Property, plant and equipment, gross		120,708	26,064
Construction in Progress
Property, plant, and equipment
Property, plant and equipment, gross		38,932	9,972
Capitalized mine development cost
Property, plant, and equipment
Property, plant and equipment, gross		$ 145,304	$ 104,291

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Note 3 - Property, Plant and Equipment - Depreciation and amortization (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Property, Plant and Equipment.
Capitalized Costs Related to Coal Reserves	$ 46,200		$ 46,200		$ 25,100
Depreciation of plant and equipment	6,763	$ 4,484	16,864	$ 13,354
Depreciation of right of use assets	1,710	413	3,806	540
Amortization of capitalized mine development costs	2,962	1,854	9,228	4,967
Total depreciation and amortization	$ 11,435	$ 6,751	$ 29,898	$ 18,861

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Note 4 - Debt (Details) $ in Thousands				3 Months Ended	9 Months Ended
	Sep. 23, 2022 USD ($)	Apr. 29, 2022 USD ($) installment	Jul. 13, 2021 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2022 USD ($) installment	Sep. 30, 2021 USD ($)	Oct. 23, 2022	Jan. 11, 2022 USD ($)	Dec. 31, 2021 USD ($)	Nov. 24, 2021 USD ($)	Oct. 29, 2021 USD ($)	Oct. 28, 2021 USD ($)	Aug. 16, 2021 USD ($)	Jul. 23, 2021 USD ($)	Apr. 16, 2020 USD ($)
Debt
Debt issuance costs incurred						$ 2,356
Current portion of long-term debt				$ 30,839	$ 30,839				$ 7,674
Maben Coal, LLC
Debt
Aggregate principal amount	$ 21,000
Maben Coal, LLC
Debt
Voting interest acquired	100.00%						100.00%
Senior Notes.
Debt
Aggregate principal amount			$ 34,500	$ 34,500	$ 34,500
Debt issuance costs incurred			$ 2,400
Effective interest rate				10.45%	10.45%
Interest rate			9.00%	9.00%	9.00%
Unamortized premium/discount				$ 1,800	$ 1,800
Redemption price percentage					100.00%
Ramaco Coal Loan
Debt
Aggregate principal amount		$ 55,000
Amount paid per installment		$ 10,000
Number of installments | installment		7
Frequency of periodic payment		quarterly
Interest rate		9.00%
Outstanding principal amount				45,000	$ 45,000
Ramaco Coal Loan | Maximum
Debt
Percentage available for conversion		50.00%
Amount available for conversion		$ 30,000
Ramaco Coal Loan | Initial Period For Periodic Payments Under Debt Instrument [Member]
Debt
Amount paid per installment		$ 5,000
KeyBank National Association
Debt
Outstanding on Revolving Credit Facility				17,000	17,000
KeyBank National Association | Revolving Credit Facility
Debt
Line of Credit Facility, Maximum Borrowing Capacity											$ 40,000	$ 30,000
Amount of remaining availability				22,600	$ 22,600
KeyBank National Association | Revolving Credit Facility | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate
Debt
Debt Instrument, Basis Spread on Variable Rate					2.00%
KeyBank National Association | Revolving Credit Facility | Base Rate
Debt
Debt Instrument, Basis Spread on Variable Rate					1.50%
KeyBank National Association | Revolving Credit Facility | Fed Funds Effective Rate Overnight Index Swap Rate
Debt
Debt Instrument, Basis Spread on Variable Rate					0.50%
KeyBank National Association | Letter of Credit
Debt
Line of Credit Facility, Maximum Borrowing Capacity												3,000
Outstanding on Revolving Credit Facility				400	$ 400
KeyBank National Association | Term Loan
Debt
Aggregate principal amount												$ 10,000
Amount paid per installment					$ 278
Frequency of periodic payment					monthly
Long-term Debt, Total				800	$ 800
KeyBank National Association | Term Loan | London Interbank Offered Rate (LIBOR)
Debt
Debt Instrument, Basis Spread on Variable Rate					5.15%
KeyBank National Association | Equipment Loan
Debt
Aggregate principal amount															$ 4,700
Amount paid per installment					$ 147
Number of installments | installment					36
Frequency of periodic payment					monthly
Long-term Debt, Total				$ 1,000	$ 1,000
Annual percent of premium prepayment					3.00%
Annual premium decline in premium prepayment					1.00%
Interest rate				7.45%	7.45%
J. H. Fletcher & Co | Equipment Loan
Debt
Aggregate principal amount				$ 4,400	$ 4,400					$ 3,900				$ 900
Amount paid per installment					$ 200
Number of installments | installment					24
Frequency of periodic payment					monthly
Long-term Debt, Total				$ 6,400	$ 6,400
Interest rate				0.00%	0.00%
Amount of monthly installments				$ 195	$ 195
Number Of Monthly Installments				24 months
Komatsu Financial Limited Partnership | Equipment Loan
Debt
Aggregate principal amount													$ 1,000
Amount paid per installment					$ 28
Number of installments | installment					36
Frequency of periodic payment					monthly
Long-term Debt, Total				$ 600	$ 600
Interest rate				4.60%	4.60%
Komatsu Financial Limited Partnership | Equipment Loan | Initial Period For Periodic Payments Under Debt Instrument [Member]
Debt
Amount paid per installment					$ 36
Brandeis Machinery & Supply Company | Equipment Loan
Debt
Aggregate principal amount								$ 1,400
Amount paid per installment					$ 24
Number of installments | installment					48
Frequency of periodic payment					monthly
Long-term Debt, Total				$ 800	$ 800
Interest rate				4.80%	4.80%
Investec Bank PLC | Maben Coal, LLC
Debt
Aggregate principal amount	$ 21,000
Current portion of long-term debt				$ 7,200	$ 7,200
Long-term Debt, Total				$ 13,800	$ 13,800
Amount of monthly installments until maturity	$ 800
Investec Bank PLC | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Maben Coal, LLC
Debt
Debt Instrument, Basis Spread on Variable Rate	3.00%

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Note 5 - Leases (Details) $ in Thousands	Sep. 30, 2022 USD ($) lease	Aug. 31, 2022	Dec. 31, 2021 USD ($)
Leases [Abstract]
Term of financing leases	36 months	60 months
Number of operating leases | lease	1
Financing lease right-of-use assets, net	$ 9,839		$ 9,128
Operating Lease, Right-of-Use Asset	$ 694		$ 25
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Other assets		Other assets
Total right-of-use assets	$ 10,533		$ 9,153
Finance Lease, Liability, Current	4,776		3,461
Operating Lease, Liability, Current	$ 80		$ 25
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Other liabilities		Other liabilities
Finance Lease, Liability, Noncurrent	$ 3,783		$ 4,599
Operating Lease, Liability, Noncurrent	$ 617
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Other Liabilities, Noncurrent
Present value of lease obligations	$ 9,256		$ 8,085

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Note 6 - Equity (Details) $ / shares in Units, $ in Thousands				1 Months Ended	3 Months Ended		9 Months Ended
	Dec. 01, 2022 USD ($)	Feb. 18, 2022 USD ($)	Aug. 31, 2016 employee $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares	Sep. 30, 2022 USD ($) $ / shares shares	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($) $ / shares shares	Sep. 30, 2021 USD ($)	Sep. 28, 2022 $ / shares	Sep. 15, 2022 $ / shares	Jun. 15, 2022 $ / shares	Mar. 15, 2022 $ / shares
EQUITY
Authorized (in shares)					10,900,000		10,900,000
Shares available for grant					5,400,000		5,400,000
Additional shares authorized							4,000,000.0
Compensation costs | $					$ 2,000	$ 1,300	$ 6,200	$ 3,900
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Additional Disclosures [Abstract]
Options granted			937,424
Option exercise price (per share) | $ / shares			$ 5.34
Options outstanding, intrinsic value | $					$ 3,500		$ 3,500
Common stock, shares authorized (in shares)				260,000,000	260,000,000		260,000,000
Common stock, par value (in dollars per share) | $ / shares				$ 0.01	$ 0.01		$ 0.01
Preferred stock, shares authorized (in shares)				50,000,000	50,000,000		50,000,000
Preferred stock, par value (in dollars per share) | $ / shares				$ 0.01	$ 0.01		$ 0.01
Quarterly Dividend | $	$ 5,000	$ 5,000
Dividends | $				$ 2,500
Quarterly dividend per share | $ / shares									$ 0.11	$ 0.11	$ 0.11	$ 0.11
Dividend payable | $					$ 4,994		$ 4,994
Options
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Additional Disclosures [Abstract]
Options exercised					20,000
Number of Executives | employee			2
Expiration period			10 years
Restricted Stock
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Additional Disclosures [Abstract]
Outstanding, Weighted average grant date fair value (in dollars per share) | $ / shares				$ 3.98	$ 4.37		$ 4.37
Outstanding, shares (in shares)				3,741,770	3,239,831		3,239,831
Restricted Stock | Executives and Employees
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Additional Disclosures [Abstract]
Unrecognized compensation cost | $					$ 6,300		$ 6,300
Weighted-average period for recognition							1 year 1 month 6 days
Restricted Stock | Minimum | Executives and Employees
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Additional Disclosures [Abstract]
Vesting period							1 year
Restricted Stock | Maximum | Executives and Employees
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Additional Disclosures [Abstract]
Vesting period							3 years 6 months
Restricted Stock Units
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Additional Disclosures [Abstract]
Vesting period							3 years
Outstanding, Weighted average grant date fair value (in dollars per share) | $ / shares					$ 15.65		$ 15.65
Unrecognized compensation cost | $					$ 3,000		$ 3,000
Weighted-average period for recognition							2 years 3 months 18 days
Outstanding, shares (in shares)					248,706		248,706
Delivery Period							30 days
Shares delivered per unit awarded							1
Restricted Stock Units | Executives and Employees
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Additional Disclosures [Abstract]
Outstanding, Weighted average grant date fair value (in dollars per share) | $ / shares					$ 14.59		$ 14.59
Performance Stock Units
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Additional Disclosures [Abstract]
Vesting period							3 years
Outstanding, Weighted average grant date fair value (in dollars per share) | $ / shares					$ 22.21		$ 22.21
Unrecognized compensation cost | $					$ 4,300		$ 4,300
Weighted-average period for recognition							2 years 3 months 18 days
Outstanding, shares (in shares)					248,706		248,706
Delivery Period							30 days
Shares delivered per unit awarded							1
Share price for peer companies | $ / shares					$ 15.65		$ 15.65
Performance Stock Units | Minimum
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Additional Disclosures [Abstract]
Potential earnings (as a percentage)							0.00%
Performance Stock Units | Maximum
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Additional Disclosures [Abstract]
Potential earnings (as a percentage)							200.00%

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Note 6 - Equity - Summary of Restricted Awards Activity (Details)	9 Months Ended
	Sep. 30, 2022 $ / shares shares
Restricted Stock
Outstanding, shares (in shares) | shares	3,741,770
Outstanding, Weighted average grant date fair value (in dollars per share)	$ 3.98
Granted, shares (in shares) | shares	214,363
Granted, Weighted average grant date fair value (in dollars per share)	$ 14.59
Vested, shares (in shares) | shares	(715,665)
Vested, Weighted average grant date fair value (in dollars per share)	$ 5.38
Forfeited, shares (in shares) | shares	(637)
Forfeited, Weighted average grant date fair value (in dollars per share)	$ 15.65
Outstanding, shares (in shares) | shares	3,239,831
Outstanding, Weighted average grant date fair value (in dollars per share)	$ 4.37
Restricted Stock Units
Granted, shares (in shares) | shares	248,706
Granted, Weighted average grant date fair value (in dollars per share)	$ 15.65
Outstanding, shares (in shares) | shares	248,706
Outstanding, Weighted average grant date fair value (in dollars per share)	$ 15.65
Performance Stock Units
Granted, shares (in shares) | shares	248,706
Granted, Weighted average grant date fair value (in dollars per share)	$ 22.21
Outstanding, shares (in shares) | shares	248,706
Outstanding, Weighted average grant date fair value (in dollars per share)	$ 22.21
Executives and Employees | Restricted Stock Units
Outstanding, Weighted average grant date fair value (in dollars per share)	$ 14.59

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Note 7 - Commitments and Contingencies (Details) $ in Millions		1 Months Ended	9 Months Ended
	Mar. 04, 2022 USD ($)	Jul. 31, 2021 USD ($)	Sep. 30, 2022 USD ($) contract
Settled Litigation
COMMITMENTS AND CONTINGENCIES
Compensatory damages	$ 1.8	$ 7.7
Award to cover inconvenience and aggravation		$ 25.0
Surety Bond
COMMITMENTS AND CONTINGENCIES
Asset Retirement Obligation			$ 22.6
Reclamation bonding requirements			0.3
Take-or-pay Purchase Commitments
COMMITMENTS AND CONTINGENCIES
Commitments			$ 5.4
Number of contracts | contract			3

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Note 8 - Revenue (Details) - T T in Millions	Dec. 31, 2023	Sep. 30, 2022
Contracts with Indexed Based Pricing Mechanisms
REVENUES
Outstanding performance obligation, mass		0.3
Contracts with Indexed Based Pricing Mechanisms | Forecast
REVENUES
Outstanding performance obligation, mass	0.1
Fixed Priced Contracts
REVENUES
Outstanding performance obligation, mass		0.5
Fixed Priced Contracts | Forecast
REVENUES
Outstanding performance obligation, mass	1.4

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Note 8 - Revenue - Domestic Revenues an Export Revenues (Details) $ in Thousands, T in Millions	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2022 USD ($) T	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($) T $ / T	Sep. 30, 2021 USD ($)	Dec. 31, 2023 T $ / T
REVENUES
Revenues | $	$ 136,925	$ 76,377	$ 430,461	$ 195,889
Term of domestic sales contracts			1 year
Domestic Coal Revenues
REVENUES
Revenues | $	78,442	47,954	$ 231,365	105,611
Export Revenues
REVENUES
Revenues | $	$ 58,483	$ 28,423	$ 199,096	$ 90,278
Fixed Priced Contracts
REVENUES
Outstanding performance obligation, mass	0.5		0.5
Average per ton | $ / T			197
Fixed Priced Contracts | Forecast
REVENUES
Outstanding performance obligation, mass					1.4
Average per ton | $ / T					198
Contracts with Indexed Based Pricing Mechanisms
REVENUES
Outstanding performance obligation, mass	0.3		0.3
Contracts with Indexed Based Pricing Mechanisms | Forecast
REVENUES
Outstanding performance obligation, mass					0.1

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Note 9 - Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Income Taxes.
Income tax expense	$ 6,596	$ 1,588	$ 27,068	$ 1,650
Amount of tax benefit for legislative changes				$ 1,600
Effective Income Tax Rate Reconciliation, Percent, Total	20.00%	21.00%	21.90%	13.00%
Statutory rate			21.00%

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Note 10 - Earnings Per Share - Computation of Basic and Diluted Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2022	Sep. 30, 2021
EARNINGS PER SHARE
Net income	$ 26,905	$ 33,280	$ 41,471	$ 7,035	$ 9,942	$ 4,143	$ 101,656	$ 21,120
Weighted average shares used to compute basic EPS (in shares)	44,085			44,109			44,179	43,915
Weighted average shares used to compute diluted EPS (in shares)	44,543			44,465			44,747	43,996
Basic (in dollars per share)	$ 0.61			$ 0.16			$ 2.30	$ 0.48
Diluted (in dollars per share)	$ 0.60			$ 0.16			$ 2.27	$ 0.48
Options
EARNINGS PER SHARE
Dilutive effect of stock-based awards (in shares)	458			356			560	81
Restricted Stock Units
EARNINGS PER SHARE
Dilutive effect of stock-based awards (in shares)							8
Antidilutive shares	249
Performance Stock Units
EARNINGS PER SHARE
Antidilutive shares	249

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Note 11 - Related Party Transactions (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Legal services payable	$ 35,000		$ 35,000
Legal services paid	0
Interest expense, net	(2,255)	$ (933)	(5,323)	$ (1,418)
Legal Services
Legal services payable	600		600		$ 0
Ramaco Coal, LLC
Royalties paid		1,300	3,100	3,900
Interest expense, net	1,100		2,000
Ramaco Coal, LLC | On-Going Administrative Services
Related party fees		$ 40	44	79
Ramaco Coal, LLC | Accounts Payable and Accrued Liabilities | Mineral Lease and Surface Rights Agreements
Due to Related Parties, Total					$ 400
Jones | Legal Services
Payments for legal services			$ 800	$ 0
Ramaco Foundation
Amount of charitable cash contribution	$ 1,000

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Note 12 - Ramaco Coal Acquisition (Details) a in Thousands, $ in Thousands	Sep. 23, 2022 USD ($) a	Apr. 29, 2021 USD ($) a	Oct. 23, 2022	Sep. 30, 2022 USD ($)	Dec. 31, 2021 USD ($)
Asset Acquisition
Fair value of assets				$ 403,130	$ 227,077
Maben Coal, LLC
Asset Acquisition
Voting interest acquired	100.00%		100.00%
Ramaco Coal Asset Acquisition
Asset Acquisition
Purchase price		$ 65,000
Initial payment		10,000
Deferred purchase price payable due in remainder of 2022		55,000
Quarterly Installment amount in remainder of 2022		5,000
Quarterly Installment amount in remainder of 2023		$ 10,000
Interest rate (as a percent)		9.00%
Area of thermo coal deposit Wyoming | a		16
Upfront payment receivable on royalty		$ 2,000
Minimum quarterly royalty payment receivable		125
Fair value of acquisition		3,700
Reduction in purchase price payable		1,600
Gain on sale of mineral rights		2,100
Consideration paid		68,300
Closing cost on asset acquisition		1,600
Relinquishment cost on prepaid royalties		1,600
Amount paid to a mineral owner as part of the acquisition		100
Ramaco Coal Asset Acquisition | Mining property and mineral rights
Asset Acquisition
Fair value of assets		65,100
Ramaco Coal Asset Acquisition | Building
Asset Acquisition
Fair value of assets		2,600
Ramaco Coal Asset Acquisition | Equipment
Asset Acquisition
Fair value of assets		$ 600
Maben Coal, LLC
Asset Acquisition
Purchase price	$ 30,000
Initial payment	$ 9,000
Area of Real Estate Property | a	28
Consideration paid	$ 33,000
Closing cost on asset acquisition	1,700
Liabilities recognized	1,300
Amount of cash bond replacement obligations incurred by the Company as part of the transaction	1,200
Aggregate principal amount	21,000
Maben Coal, LLC | Mining property and mineral rights
Asset Acquisition
Consideration paid	30,600
Maben Coal, LLC | Capitalized mine development cost
Asset Acquisition
Consideration paid	1,000
Maben Coal, LLC | Cash bond replacement
Asset Acquisition
Consideration paid	1,200
Maben Coal, LLC | Recoupable royalties
Asset Acquisition
Consideration paid	$ 200