Ramaco Resources (METCB) risk factors, FY2025 10-K

Other

1. 01Our growth prospects may be adversely affected by fluctuations in demand for, and prices of, rare earth elements and critical mineralsNew
2. 02We do not currently have rare earth elements or critical mineral reserves, and our growth prospects may be adversely affected if we are unable to successfully develop the Brook Mine into a commercial scale mineNew
3. 03Certain of our properties have not yet been fully developed into producing coal mines and, if we experience any development delays or cost increases or are unable to complete the construction of our facilities, our business, financial condition and results of operations could be adversely affected99% rewritten
4. 04The failure to access coal preparation facilities may have a material adverse effect on our ability to produce coal for our prospective customers and to meet quality specifications99% rewritten
5. 05Any significant downtime of our major pieces of mining equipment, including any preparation plants, could impair our ability to supply coal to prospective customers and materially and adversely affect our results of operations97% rewritten
6. 06Current and future laws, regulations and other legal requirements relating to protection of the environment and natural resources may increase our costs of doing business and may restrict our coal operations100% rewritten
7. 07Our customers are subject to extensive existing and future laws, regulations and other legal requirements relating to protection of the environment, which could negatively impact our business and the market for our products97% rewritten
8. 08Holders of Class B common stock are common stockholders of the Company and, therefore, are subject to risks associated with an investment in the Company as a whole, even if the holder does not own Class A common stockNew
9. 09Our tracking stock capital structure could create conflicts of interest, and our Board may make decisions that could adversely affect only the holders of one class of our common stock
10. 10Our future indebtedness could adversely affect our business, financial condition, results of operations, and ability to meet our payment obligations under the Senior Notes and our other debt28% rewritten
11. 11If we default on obligations to pay other indebtedness, we may not be able to make payments on the Senior NotesNew

Risks Related to Our Business

1. 12Our growth prospects may be adversely affected by fluctuations in demand for, and prices of, rare earth elements and critical mineralsNew
2. 13Based on all of the above, we cannot provide assurance that mineralization can be mined or processed profitably or that we will be able to successfully commercialize our rare earth elements and critical mineral mining capabilitiesNew
3. 14An increase in the global supply of rare earth element products, dumping, predatory pricing and other anti-competitive tactics taken by our competitors may materially and adversely affect our growth prospects and the price of our common stockNew
4. 15If we are unable to complete or are substantially delayed in completing the development of any of our properties, our business, financial condition, results of operations cash flows and ability to pay dividends to our stockholders could be adversely affected
5. 16We are exposed to risks associated with an increasingly concentrated customer base both domestically and globally65% rewritten
6. 17Our customer base is highly dependent on the steel industry92% rewritten
7. 18We do not enter into long-term sales contracts for our coal, and as a result, we are exposed to fluctuations in market pricingNew
8. 19restrictions or regulations imposed by governmental or regulatory authorities
9. 20Product alternatives or other technologies may reduce demand for our products36% rewritten
10. 21We face uncertainties in estimating our economically recoverable coal reserves, and inaccuracies in our estimates could result in lower-than-expected revenues, higher than expected costs and decreased profitabilityNew
11. 22future operating costs, including the cost of materials, and capital expenditures67% rewritten
12. 23We are dependent on contractors for the successful completion of the development of our properties95% rewritten
13. 24is central to our business strategy and is highly dependent on the performance of our contractors under the agreements with themNew
14. 25increased utilization by the steel industry of electric arc furnaces or pulverized coal injection processes, which reduce or eliminate the use of furnace coke, an intermediate product produced from metallurgical coal, and generally decrease the demand for metallurgical coal
15. 26Changes in the global economic environment, inflation, rising interest rates, recessions or prolonged periods of slow economic growth, and global instability and actual and threatened geopolitical conflict, could have an adverse effect on our industry and business, as well as those of our customers and suppliers
16. 27The ongoing war in Ukraine has had a broad range of adverse impacts on global economic conditions, some of which have had and are likely to continue to have adverse impacts on our business, including increased raw material and energy costs, softer customer demand and lower steel prices
17. 28Increased competition or a loss of our competitive position could adversely affect sales of, or prices for, our coal, which could impair our profitability. In addition, foreign currency fluctuations could adversely affect the competitiveness of our coal abroad
18. 29other hazards or occurrences that could also result in personal injury and loss of life, pollution and suspension of operations
19. 30repair and remediation costs
20. 31Our revenue generating operations are located in a single geographic region, making us vulnerable to risks associated with operating in a single geographic area, including adverse impacts of weaker conditions associated with climate change37% rewritten
21. 32If customers do not enter into, extend or honor contracts with us, our profitability could be adversely affected
22. 33We may be unsuccessful in integrating the operations of any future acquisitions, including acquisitions involving new lines of business, with our existing operations, and in realizing all or any part of the anticipated benefits of any such acquisitions
23. 34We may not be able to obtain equipment, parts and supplies in a timely manner, in sufficient quantities or at reasonable costs to support our coal mining and transportation operations
24. 35We are a holding company, and we depend on the ability of our subsidiaries to distribute funds to us in order to satisfy our financial obligations and to make dividend payments
25. 36Our operations could be adversely affected if we are unable to obtain required financial assurance, or if the costs of financial assurance increase materially40% rewritten
26. 37Our mines are located in areas containing oil and natural gas operations, which may require us to coordinate our operations with those of oil and natural gas drillers
27. 38Defects in title or loss of any leasehold interests in our properties could limit our ability to conduct mining operations on these properties or result in significant unanticipated costs
28. 39While none of our employees who conduct mining operations are currently members of unions, our business could be adversely affected by union activities
29. 40A shortage of skilled labor in the mining industry could pose a risk to achieving improved labor productivity, which could adversely affect our profitability
30. 41We may face restricted access to international markets in the future
31. 42We may be subject to additional limitations on our ability to conduct mining operations due to federal jurisdiction
32. 43Our lessees could satisfy obligations to their customers with minerals from properties other than ours, depriving us of the ability to receive amounts in excess of minimum royalty payments
33. 44A lessee may incorrectly report royalty revenues, which might not be identified by our lessee audit process or our mine inspection process or, if identified, might be identified in a subsequent period
34. 45Because of the unique difficulties and uncertainties inherent in technology development, we face a risk of not being able to capitalize on our license or ownership of intellectual property47% rewritten
35. 46Technology development involves significant time and expense and can be uncertainNew
36. 47Successful technical development of technologies associated with intellectual property does not guarantee successful commercialization
37. 48If we fail to protect our intellectual property rights, we could lose our ability to compete in the market
38. 49Other companies may claim that we infringe their intellectual property, which could materially increase our costs and harm our ability to generate future revenue and profit

Risks Related to Environmental, Health, Safety and Other Regulations

1. 50The enactment of legislative and regulatory measures could adversely affect our mining operations or cost structure or our customers’ ability to use coal, which could have a material adverse effect on our financial condition and results of operations97% rewritten
2. 51In federal legislation, the 2021 infrastructure law funded climate resilience and clean energy/transportation investments, though certain climate-focused elements were subsequently curtailed by the 2025 One Big Beautiful Bill ActNew
3. 52the effects of operations on surface water and groundwater quality and availability47% rewritten
4. 53Our operations may impact the environment or cause exposure to hazardous substances, and our properties may have environmental contamination, which could expose us to significant costs and liabilities64% rewritten
5. 54economically conduct our mining activities, any of which would materially reduce our production, cash flow, and profitabilityNew
6. 55Federal or state regulatory agencies have the authority to order certain of our mines to be temporarily or permanently closed under certain circumstances, which could materially and adversely affect our ability to meet our customers’ demands93% rewritten
7. 56benefits at the time of his death is entitled to a continuation of those benefits. These changes could have a material impact on our costs expended in association with the federal black lung programNew

Risks Related to Our Company

1. 57Our ability to pay dividends on our Class A common stock and our Class B common stock may be limited by the amount of cash we generate from operations following the payment of fees and expenses, by restrictions in debt instruments and by additional factors unrelated to our profitability
2. 58the amount of any cash reserves established by our board of directors
3. 59In addition, financing agreements may prohibit the payment of dividends if an event of default has occurred and is continuing or would occur as a result of the payment of such dividends
4. 60Your percentage of ownership in us may be diluted in the futureNew
5. 61Class B common stock into Class A common stock could have a dilutive effect on the Company’s earnings per share, which could adversely affect the market price of the Company’s Class A common stockNew
6. 62Our Amended Charter and bylaws, as well as Delaware law, contain provisions that could discourage acquisition bids or merger proposals, which may adversely affect the market price of our Class A common stock and Class B common stock
7. 63establishing advance notice and certain information requirements for nominations for election to our board of directors or for proposing matters that can be acted upon by stockholders at stockholder meetings90% rewritten
8. 64If we fail to maintain an effective system of internal controls, such failure could cause investors to lose confidence in our reported financial information, which could harm our business and have a material adverse effect on the price of our common stockNew

Risks Related to Our Class B Common Stock Structure

1. 65Holders of Class B common stock are common stockholders of the Company and, therefore, are subject to risks associated with an investment in the Company as a whole, even if the holder does not own shares of Class A common stock
2. 66Our Board’s ability to reattribute businesses, assets and expenses between the Class A common stock and Class B common stock may make it difficult to assess the future prospects of a class of common stock based on past performance
3. 67We could be required to use assets attributed to one class of common stock to pay liabilities attributed to another class
4. 68Dividends on our Class B common stock are discretionary and may fluctuate materially quarter to quarter. We cannot guarantee that we will be able to pay dividends in the future or what the actual dividends will be for any future periods
5. 69The market price of the Class B common stock may not reflect the performance of CORE attributed to it, as we intend
6. 70The market price of the Class B common stock has been volatile, has fluctuated substantially, and could be affected by factors that do not affect traditional common stock
7. 71The market value of the Class B common stock could be adversely affected by events involving the other assets and businesses of the Company
8. 72We may not pay dividends equally or at all on our classes of common stock
9. 73Our directors’ or officers’ equity ownership may create or appear to create conflicts of interest
10. 74assess what is in the Company’s best interests and the best interests of all of our stockholders
11. 75Our Board does not expect to formally adopt any management or allocation policies with respect to the CORE Assets
12. 76Holders of a class of common stock may not have any remedies if any action by our directors or officers has an adverse effect on only that class of common stock
13. 77Stockholders will not vote on how to attribute consideration received in connection with a merger involving the Company among holders of Class A common stock and Class B common stock
14. 78We may dispose of assets of CORE without the approval of the Class B common stockholders
15. 79Holders of Class B common stock may receive less consideration upon a sale of the assets attributed to that class than if that class were a separate company
16. 80In the event of a liquidation of Ramaco Resources, holders of Class B common stock will not have a priority with respect to the assets attributed to CORE remaining for distribution to stockholders
17. 81Holders of Class A common stock and Class B common stock vote together and have limited separate voting rights
18. 82Transactions in Class B common stock by our insiders could depress the market price of those stocks
19. 83Our capital structure, as well as the fact that CORE is not an independent company, may inhibit or prevent acquisition bids for CORE attributed to the Class B common stock and may make it difficult for a third party to acquire us, even if doing so may be beneficial to our stockholders
20. 84Certain provisions of our Amended Charter and bylaws may discourage, delay, or prevent a change in control of the Company that a stockholder may consider favorable

Risks Related to Our Senior Notes (including 2031 Convertible Senior Notes)

1. 85The terms of the indentures governing our Senior Notes and the agreements and instruments governing our other indebtedness, including the Credit Agreement, and surety bonding obligations impose restrictions that may limit our operating and financial flexibility
2. 86receive dividends or other payments from subsidiaries in certain cases
3. 87We may be able to incur substantially more debt, which could have important consequences to you
4. 88it may make us more vulnerable to downturns in our business, our industry or the economy in general25% rewritten
5. 89any of the above-listed factors could have an adverse effect on our business, financial condition and results of operations and our ability to meet our payment obligations under the Senior Notes and our other debt
6. 90The Senior Notes are unsecured and therefore are effectively subordinated to any secured indebtedness that we currently have or that we may incur in the future and rank pari passu with, which means equal to, all outstanding and future unsecured unsubordinated indebtedness issued by us and our general liabilities
7. 91The Senior Notes are structurally subordinated to the indebtedness and other liabilities of our subsidiaries
8. 92Our subsidiaries conduct the substantial majority of our operations and own our operating assets
9. 93The indentures under which the Senior Notes have been issued contain limited protection for holders of the Senior Notes
10. 94create restrictions on the payment of dividends or other amounts to us from our subsidiaries
11. 95An increase in market interest rates could result in a decrease in the value of the Senior Notes82% rewritten
12. 96If we default on our obligations to pay our other indebtedness, we may not be able to make payments on the Senior Notes100% rewritten
13. 97A downgrade, suspension or withdrawal of a credit rating assigned by a rating agency to us or the Senior Notes, if any, could cause the liquidity or market value of the Senior Notes to decline significantly
14. 98Credit ratings for the Senior Notes could at any time be revised downward or withdrawn entirely at the discretion of the issuing rating agency
15. 99The conditional conversion feature of the 2031 Convertible Senior Notes, if triggered, may adversely affect our financial condition and results of operationsNew
16. 100The issuance or sale of shares of our Class A common stock, or rights to acquire shares of our Class A common stock, could depress the trading price of our Class A common stock and the 2031 Convertible Senior NotesNew
17. 101The accounting method for the 2031 Convertible Senior Notes could adversely affect our reported financial condition and resultsNew
18. 102Provisions in the 2031 Convertible Senior Notes and the Indenture governing the 2031 Convertible Senior Notes could delay or prevent an otherwise beneficial takeover of usNew
19. 103The capped call transactions may affect the value of the 2031 Convertible Senior Notes and our Class A common stockNew
20. 104We have been advised that, in connection with establishing their initial hedges of the capped call transactions, the option counterparties or their respective affiliates entered into various derivative transactions with respect to our Class A common stock and/or purchased shares of our Class A common stockNew
21. 105We are subject to counterparty risk with respect to the capped call transactionsNew
22. 106Changes in tax legislation could have an adverse impact on our cash tax liabilities, results of operations or financial condition78% rewritten
23. 107Debt we incur in the future may limit our flexibility to obtain financing and to pursue other business opportunities
24. 108our flexibility in responding to changing business and economic conditions may be limited85% rewritten
25. 109capital expenditures, selling assets or issuing equity. We may not be able to effect any of these actions on satisfactory terms or at allNew
26. 110If securities or industry analysts adversely change their recommendations regarding our stock or if our operating results do not meet their expectations, our stock price could decline
27. 111Our ability to operate effectively could be impaired if we fail to attract and retain key personnel
28. 112We could fail to retain customers or gain new ones
29. 113Terrorist attacks or cyber-incidents could result in information theft, data corruption, operational disruption and/or financial loss
30. 114Failure to adequately protect critical data and technology systems and the impact of data privacy regulation could materially affect us30% rewritten
31. 115We may be subject to securities litigation, which could result in significant costs and divert management’s attention and resourcesNew
32. 116We may be subject to litigation, the disposition of which could negatively affect our profitability and cash flow in a particular period, or have a material adverse effect on our business, financial condition and results of operationsNew