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Item 9A. Controls and Procedures

2022-04-01 compared with 2021-02-18 · 73 added, 53 removed, 227 unchanged (36% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures.

Under the supervision and with the participation of our management, including the Chief Executive Officer (“CEO”), the principal executive officer, and Chief Financial Officer (“CFO”), the principal financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and 15d - 15(e) promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”), as amended.

Based on this evaluation, the CEO and CFO concluded that our disclosure controls and procedures were effective as of December 31, 2020.

There have been no significant changes in our internal controls or in other factors that could significantly affect the internal controls subsequent to the date we completed the evaluation.

Based on this evaluation, the Company concluded that our disclosure controls and procedures as of December 31, 2021 specifically relating to information technology systems that support the Company’s financial reporting process were not effective at the reasonable assurance level as a result of the material weakness disclosed below.

Management’s Report on Internal Control Over Financial Reporting.

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) of the 1934 Act.

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) of the Exchange Act.

Management has assessed the effectiveness of our internal control over financial reporting as of December 31, 2021 based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

As a result of this assessment, management concluded that, as of December 31, 2020, our internal control over financial reporting was effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Changes in Internal Control Over Financial Reporting.

There were no changes in our internal control over financial reporting during the quarter ended December 31, 2020 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Controls.

Our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives as specified above.

Management does not expect, however, that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and fraud.

Any control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met.

Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected.

Management’s assessment included evaluation of key financial reporting controls, process documentation, accounting policies, and the Company’s overall control environment.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

As a result of this assessment, management identified a material weakness in internal control over financial reporting related to information technology general controls (ITGCs) in the areas of user access and certain automated and manual business process controls that are dependent on the affected ITGCs.

Management has concluded that this deficiency constitutes a material weakness.

Notwithstanding the material weakness, the Company’s management has concluded that the consolidated financial statements, included in the 2021 Annual Report on Form 10-K, fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented in conformity with generally accepted accounting standards.

Management Plans to Remediate Material Weakness.

This material weakness did not result in any material misstatement of the Company’s consolidated financial statements for the periods presented.

The Company has begun the process of designing and implementing effective internal control measures to improve its internal controls over financial reporting and remediate this material weakness.

The Company’s efforts include modifying information technology general controls over user access and implementing additional controls designed to detect issues that may arise over user access and segregation of duties conflicts.

We will consider the material weakness remediated after the applicable controls operate for a sufficient period of time, and management has concluded, through testing, that the controls are operating effectively .

Attestation Report of the Registered Public Accounting Firm

Pursuant to Regulation S-K Item 308(b), this Annual Report on Form 10-K does not include an attestation report of our Company's independent registered public accounting firm regarding internal control over financial reporting.

Other Information

Disclosures Regarding Foreign Jurisdiction that Prevent Inspections.

Directors, Executive Officers and Corporate Governance

9 unchanged sentences

Exhibits and Financial Statement Schedules

(a) The following documents are filed as part of this Report :

(1) Report of Independent Registered Public Accounting Firm

(a) The following documents are filed as part of this Annual Report :

(1) Reports of Independent Registered Public Accounting Firms

Consolidated Balance Sheets as of December 31, 2021 and 2020

3 unchanged sentences

Notes to Consolidated Financial Statements

(2) Selected Quarterly Financial Data (Unaudited)

Master Reorganization Agreement, dated February 1, 2017, by and among Ramaco Resources, Inc., Ramaco Development, LLC, Ramaco Merger Sub, LLC and the other parties named therein (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K (File No.

18 unchanged sentences

001-38003) filed with the Commission on February 14, 2017)

Description of Common Stock

Description of Securities

Indenture, dated as of July 13, 2021, between Ramaco Resources, Inc.

and Wilmington Savings Fund Society, FSB, as trustee (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K (File No.

001-38003) filed with the Commission on July 13, 2021)

First Supplemental Indenture, dated as of July 13, 2021, between Ramaco Resources, Inc.

and Wilmington Savings Fund Society, FSB, as trustee (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K (File No.

001-38003) filed with the Commission on July 13, 2021)

Form of 9.00% Senior Note due 2026 (incorporated by reference to Exhibit 4.2.1 of the Company’s Current Report on Form 8-K (File No.

001-38003) filed with the Commission on July 13, 2021)

Ramaco Resources, Inc.

21 unchanged sentences

333-215363) filed with the Commission on December 29, 2016)

Third Amendment to Berwind Lease Agreement and Consent to Sublease, dated December 19, 2017, by and between Berwind Land Company and Ramaco Central Appalachia, LLC (incorporated by reference to

Exhibit 10.12 of the Company’s Annual Report on Form 10-K (File No.

Third Amendment to Berwind Lease Agreement and Consent to Sublease, dated December 19, 2017, by and between Berwind Land Company and Ramaco Central Appalachia, LLC (incorporated by reference to Exhibit 10.12 of the Company’s Annual Report on Form 10-K (File No.

333-215913) filed with the Commission on February 20, 2020)

28 unchanged sentences

Amendment No.

2 to Elk Creek Surface Rights Lease Agreement, dated March 31, 2016, by and between Ramaco Central Appalachia, LLC and Ramaco Resources, LLC (incorporated by reference to Exhibit 10.19

of the Company’s Registration Statement on Form S-1 (File No.

2 to Elk Creek Surface Rights Lease Agreement, dated March 31, 2016, by and between Ramaco Central Appalachia, LLC and Ramaco Resources, LLC (incorporated by reference to Exhibit 10.19 of the Company’s Registration Statement on Form S-1 (File No.

333-215363) filed with the Commission on December 29, 2016)

66 unchanged sentences

001 38003) filed with the Commission on February 20, 2020)

Indemnification Agreement (Mahmud Riffat)

Indemnification Agreement (Mahmud Riffat) (incorporated by reference to Exhibit 10.51 of the Company’s Annual Report on Form 10-K (File No.

001-38003) filed with the Commission on February 18, 2021)

Indemnification Agreement (David E.

Frischkorn, Jr.)

Frischkorn, Jr.) (incorporated by reference to Exhibit 10.52 of the Company’s Annual Report on Form 10-K (File No.

001-38003) filed with the Commission on February 18, 2021)

Indemnification Agreement (E.

Forrest Jones, Jr.)

Forrest Jones, Jr.) (incorporated by reference to Exhibit 10.53 of the Company’s Annual Report on Form 10-K (File No.

001-38003) filed with the Commission on February 18, 2021)

Indemnification Agreement (Aurelia Skipwith Giacometto)

Form of Restricted Stock Agreement (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K (File No.

13 unchanged sentences

Credit and Security Agreement, dated November 22, 2019, by and among:

(i) Keybank National Association, as administrative agent, collateral agent, lender and issuer;

(ii) such other lenders that are now or hereafter become a party thereto;

and (iii) the Company, Ramaco Development, LLC, RAM Mining, LLC, Ramaco Coal Sales, LLC, Ramaco Resources, LLC and Ramaco Resources Land Holdings, LLC, as borrower (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No.

001-38003) filed with the Commission on November 2, 2018)

First Amendment to Credit and Security Agreement, dated as of February 20, 2020, by and among Ramaco Resources, Inc., Ramaco Development, LLC, RAM Mining, LLC, Ramaco Coal Sales, LLC, Ramaco Resources, LLC and Ramaco Resources Land Holdings, LLC, as borrowers, the lenders party thereto and KeyBank National Association as administrative agent, collateral agent, a lender and issuing bank (incorporated by reference to Exhibit 99.1 of the Company’s Current Report on Form 8-K (File No.

001-38003) filed with the Commission on April 21, 2020)

Credit and Security Agreement, dated November 22, 2019, by and among:

(i) Key Equipment Finance, a division of Keybank National Association, as administrative agent, collateral agent, lender and issuer;

8 unchanged sentences

Ramaco Resources, Inc.

Change in Control and Severance Plan, effective as of April 27, 2020 (incorporated

by reference to Exhibit 99.1 of the Company’s Current Report on Form 8-K (File No.

001-38003) filed with

the Commission on April 28, 2020)

Change in Control and Severance Plan, effective as of April 27, 2020 (incorporated by reference to Exhibit 99.1 of the Company’s Current Report on Form 8-K (File No.

001-38003) filed with the Commission on April 28, 2020)

Separation and Consulting Agreement, dated December 31, 2020, by and between Ramaco Resources, Inc.

and Michael D.

Bauersachs (incorporated by reference to Exhibit 10.65 of the Company’s Annual Report on Form 10-K (File No.

001-38003) filed with the Commission on February 18, 2021)

Amended and Restated Credit and Security Agreement, dated October 29, 2021, by and among Ramaco Resources, Inc., Ramaco Development, LLC, RAM Mining, LLC, Ramaco Coal Sales, LLC, Ramaco Resources, LLC and Ramaco Resources Land Holdings, LLC, as the borrowers, the lenders party thereto and KeyBank National Association, as the administrative agent (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No.

001-38003) filed with the Commission on November 2, 2021)

First Amendment to the Ramaco Resources, Inc.

Long-Term Incentive Plan.

(incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No.

001-38003) filed with the Commission on February 2, 2022)

Asset Purchase Agreement, dated as of October 26, 2021, among Ramaco Resources, Inc., Coronado IV LLC, Buchanan Minerals, LLC and Buchanan Mining Company, LLC (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No.

001-38003) filed with the Commission on October 26, 2021)

Letter from Briggs & Veselka Co.

to Securities and Exchange Commission dated January 21, 2022.

(incorporated by reference to Exhibit 16.1 of the Company’s Current Report on Form 8-K (File No.

001-38003) filed with the Commission on January 24, 2022)

Subsidiaries of Ramaco Resources, Inc.

2 unchanged sentences

Consent of True Line, Inc.

Consent of Crowe LLP

Certification of Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002

5 unchanged sentences

Mine Safety Disclosure

Interactive Data File (Form 10-K for the year ended December 31, 2020 filed in XBRL).

Mineral resource and reserve estimates at the Berwind/Knox Creek Complex, dated February 7, 2022, with an effective date of December 31, 2021

Mineral resource and reserve estimates at the Elk Creek Complex, dated February 7, 2022, with an effective date of December 31, 2021.

Interactive Data Files including the following information from the Annual Report on Form 10-K for the fiscal year ended December 31, 2021, formatted in inline extensible business reporting language (“Inline XBRL”):

(i) Cover Page Interactive Data and (ii) the Financial Statements listed on the first page of Item 8.

The financial information contained in the XBRL-related documents is “unaudited” and “unreviewed.”

Cover Page Interactive Data File (formatted in Inline XBRL and included in the Interactive Data Files submitted under Exhibit 101).

* Exhibit filed herewith.

** Exhibit furnished herewith.

† Management contract or compensatory plan or agreement.

Pursuant to the requirements of Section 13 or 15(d) 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.

February 18, 2021

March 31, 2022

/s/ Randall W.

2 unchanged sentences

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

February 18, 2021

March 31, 2022

/s/ Randall W.

1 unchanged sentence

(Principal Executive Officer)

February 18, 2021

March 31, 2022

/s/ Jeremy R.

1 unchanged sentence

(Principal Financial Officer)

February 18, 2021

March 31, 2022

Chief Accounting Officer

(Principal Accounting Officer)

February 18, 2021

March 31, 2022

/s/ Richard M.

February 18, 2021

March 31, 2022

/s/ Patrick C.

February 18, 2021

/s/ Jennifer Gray

Jennifer Gray

February 18, 2021

March 31, 2022

Lynch Christian III

February 18, 2021

March 31, 2022

/s/ Peter Leidel

February 18, 2021

/s/ Mahmud Riffat

Mahmud Riffat

February 18, 2021

March 31, 2022

/s/ Aurelia Skipwith Giacometto

Aurelia Skipwith Giacometto

March 31, 2022

Frischkorn, Jr.

February 18, 2021

March 31, 2022

Forrest Jones, Jr.

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures