Business Context and Reporting Period
This Form 8-K Current Report for Ramaco Resources, Inc. covers events occurring on June 11 and June 12, 2018. The filing details a new material definitive agreement regarding financing, a significant change in executive leadership, and the results of the Annual Meeting of Shareholders.
Key Financial Metrics and Agreements
- New Financing: Entered into a $7,000,000 loan with Maxus Capital Group, LLC on June 11, 2018.
- Interest Rate: The greater of (i) 1-month LIBOR plus 6.9% or (ii) 8.5% per annum, payable monthly in arrears.
- Maturity Date: The entire principal balance is due on December 31, 2018.
- Collateral: Secured by mobile mining equipment located in West Virginia and Virginia; guaranteed by the Company.
- Use of Proceeds: $1,000,000 used to repay a prior equipment loan; the remainder allocated to working capital.
- Total Exposure: Combined with previous draws, the total amount borrowed from Maxus is now $12,000,000.
Material Changes and Executive Leadership
The filing reports a departure and appointment of key officers effective July 1, 2018:
- Resignation: Marc R. Solochek, Chief Financial Officer (CFO), announced his retirement and resignation. He will continue as a consultant.
- Appointment: Randall W. Atkins, currently the Executive Chairman and Chairman of the Board, was appointed as the new CFO. Mr. Atkins has overseen financial operations since the Company's inception in 2015.
Shareholder Voting Results
On June 12, 2018, the Company held its Annual Meeting of Shareholders. The following directors were elected with the indicated votes:
| Director Name | Votes For | Votes Withheld |
|---|---|---|
| Randall W. Atkins | 28,102,623 | 1,092,972 |
| Michael D. Bauersachs | 28,340,689 | 854,906 |
| Bruce Cryder | 28,996,816 | 198,779 |
| Patrick C. Graney, III | 28,128,994 | 1,066,601 |
| W. Howard Keenan, Jr. | 28,186,306 | 1,009,289 |
| Trent Kososki | 28,263,322 | 932,273 |
| Bryan H. Lawrence | 28,186,275 | 1,009,320 |
| Tyler Reeder | 28,263,322 | 932,273 |
| Richard M. Whiting | 28,128,994 | 1,066,601 |
There were no broker non-votes.
Investor Verification Checklist
- Verify the specific terms of the $7 million loan agreement and the total $12 million exposure to Maxus Capital Group, LLC.
- Confirm the transition plan for financial operations following the CFO change from Mr. Solochek to Mr. Atkins.
- Review the full text of the Loan and Security Agreement (Exhibit 10.1) for covenants and default provisions.
- Assess the impact of the short-term debt maturity (December 31, 2018) on the Company's liquidity position.