What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-03-14 compared with 2023-03-14 · 42 added, 28 removed, 296 unchanged (19% of the section changed)

Controls and Procedures

Evaluation of Disclosure Controls and Procedures.

As required by Rule 13a-15(b) under the Exchange Act, we have evaluated, under the supervision and with the participation of our management, including our chief executive officer, who serves as our principal executive officer, and chief financial officer, who serves as our principal financial officer, the effectiveness of our disclosure controls and procedures (as defined under Rule 13a-15(e) and 15d - 15(e) under the Exchange Act), as of December 31, 2022.

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 chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosures, and is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC.

Our chief executive officer and chief financial officer concluded that, as of December 31, 2022, our disclosure controls and procedures were effective based on this evaluation.

Management’s Report on Internal Control Over Financial Reporting.

Our 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, 2022 based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

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

Our management has concluded that, as of December 31, 2022, our internal control over financial reporting was effective based on this assessment and these criteria.

Attestation Report of the Registered Public Accounting Firm .

Our independent registered public accounting firm, MCM (PCAOB ID:

2276), has audited the effectiveness of our internal control over financial reporting, as stated in their attestation report included in this Annual Report on Form 10-K.

Management’s Evaluation of Disclosure Controls and Procedures.

As of December 31, 2023, our management, under the supervision and with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to applicable Exchange Act rules.

Based on this evaluation, management concluded that the Company’s disclosure controls and procedures as of December 31, 2023 were not effective at the reasonable assurance level as a result of the material weakness in internal control over financial reporting disclosed below.

The Company’s remediation plan for the material weakness in internal control over financial reporting is also discussed below.

Management’s Annual Report on Internal Control over Financial Reporting.

Management is responsible for establishing and maintaining adequate internal control over financial reporting.

Management used the criteria described in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) to evaluate the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023.

Based on this evaluation, management identified a material weakness related to a pervasive lack of sufficient documentation of accounting policies, procedures, and controls.

This lack of sufficient documentation does not allow management to effectively assess its relevant risks and key controls to properly test for design and operating effectiveness.

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

Management concluded that its internal control over financial reporting was ineffective as of December 31, 2023.

The effectiveness of our internal control over financial reporting as of December 31, 2023 has been audited by Cherry Bekaert, an independent registered public accounting firm, as stated in their report, which is included herein.

Remediation Plan.

We are currently developing a plan of remediation to address this material weakness, which will include assessing, redesigning, and implementing modifications of our internal controls.

We will not be able to fully remediate this material weakness until these steps have been completed and subsequent validation and testing of these internal controls have demonstrated their operating effectiveness over a sustained period of financial reporting cycles.

Once the remediation plan is fully developed, we will be implementing process, control, and documentation improvements to address the above material weakness that include, but are not limited to, designing and implementing specific management review procedures to ensure completeness and accuracy of key financial and non-financial data utilized in our business;

and implementing improved policies, procedures, and control activities over key financial data to ensure accuracy and completeness of this data as used in the aforementioned management review procedures.

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 December 31, 2022, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of 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.

Except for the material weakness and remediation actions described above, there were no significant changes in our internal control over financial reporting during our fourth quarter that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information

During the fourth quarter of 2023, none of the Company’s directors or executive officers adopted, modified, or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (each as defined in Item 408 of Regulation S-K under the Securities Exchange Act of 1934, as amended), except as follows:

On December 12, 2023 , Jason Fannin , the Company’s chief commercial officer , adopted a trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) .

The duration of the plan is from March 20, 2024 until August 15, 2024 and 155,993 shares of Class A common stock and 31,332 shares of Class B common stock may be sold pursuant to the plan.

Disclosures Regarding Foreign Jurisdiction that Prevent Inspections.

17 unchanged sentences

Notes to Consolidated Financial Statements

(2) Financial Statement Schedules.

All schedules are omitted because they are not applicable or because the information is immaterial or disclosed elsewhere in the Consolidated Financial Statements and Notes thereto.

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.

6 unchanged sentences

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

Amended and Restated Certificate of Incorporation of Ramaco Resources, Inc.

Second Amended and Restated Certificate of Incorporation of Ramaco Resources, Inc.

(incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K (File No.

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

001-38003) filed with the Commission on June 12, 2023)

Amended and Restated Bylaws of Ramaco Resources, Inc.

86 unchanged sentences

Amendment No.

1 to NRP Sublease Agreement, dated August 31, 2016, by and between Ramaco Central Appalachia, LLC and Ramaco Resources, LLC (incorporated by reference to Exhibit 10.25 of the Company’s Registration Statement on Form S-1 (File No.

1 to NRP Sublease Agreement, dated August 31, 2016, by and between Ramaco Central Appalachia, LLC and Ramaco Resources, LLC (incorporated by reference to Exhibit 10.25 of the

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

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

112 unchanged sentences

001-38003) filed with the Commission on February 17, 2023)

Employment Separation Agreement, dated January 26, 2024, by and between the Company and Barkley J.

Sturgill, Jr.

(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 1, 2024)

Letter from Briggs & Veselka Co.

2 unchanged sentences

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

Crowe LLP consent letter, dated April 20, 2022 (incorporated by reference to Exhibit 16.1 of the Company’s Current Report on Form 8-K (File No.

Crowe LLP letter, dated April 20, 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 April 20, 2022)

Cherry Bekaert LLP consent letter, dated November 6, 2023 (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 November 6, 2023)

Subsidiaries of Ramaco Resources, Inc.

Consent of MCM CPAs & Advisors LLP

Consent of Cherry Bekaert LLP

Consent of Weir International, Inc.

Consent of Crowe LLP

Consent of Briggs & Veselka Co.

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

5 unchanged sentences

Mine Safety Disclosure

Mineral resource and reserve estimates at the Berwind Complex, dated March 9, 2023, with an effective date of December 31, 2022

Mineral resource and reserve estimates at the Knox Creek Complex, dated March 9, 2023, with an effective date of December 31, 2022

Mineral resource and reserve estimates at the Berwind Complex, dated April 4, 2023, with an effective date of December 31, 2022 (incorporated by reference to Exhibit 96.1 of Amendment No.

1 to the Company’s Annual Report on Form 10-K/A (File No.

001-38003) filed with the Commission on April 7, 2023)

Mineral resource and reserve estimates at the Knox Creek Complex, dated April 4, 2023, with an effective date of December 31, 2022 (incorporated by reference to Exhibit 96.2 of Amendment No.

1 to the Company’s Annual Report on Form 10-K/A (File No.

001-38003) filed with the Commission on April 7, 2023)

Mineral resource and reserve estimates at the Elk Creek Complex, dated November 22, 2022, with an effective date of December 31, 2021 (incorporated by reference to Exhibit 96.2 of Amendment No.

1 unchanged sentence

001-38003) filed with the Commission on January 10, 2023)

Policy Relating to Recovery of Erroneously Awarded Compensation

Interactive Data Files including the following information from the Annual Report on Form 10-K for the fiscal year ended December 31, 2023, formatted in inline extensible business reporting language (“Inline XBRL”):

44 unchanged sentences

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