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American Resources Corp - Quarter Report: 2023 March (Form 10-Q)

 

  

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

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

 

For the quarterly period ended: March 31, 2023

 

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: 000-55456

 

American Resources Corporation

(Exact name of registrant as specified in its charter)

 

Florida

 

46-3914127

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

12115 Visionary Way Fishers, Indiana 46038

 

(Address and Zip Code of principal executive offices) 

 

Registrant’s telephone number, including area code: (317) 855-9926

 

Indicate by check mark whether the Issuer (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 and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

 

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

 

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 ☒

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Class A Common

 

AREC

 

NASDAQ Capital Market

Warrant

 

ARECW

 

NASDAQ Capital Market

 

As of May 15, 2023, the registrant had 78,213,454 shares of Class A common stock issued and outstanding.

 

 

 

 

AMERICAN RESOURCES CORPORATION

 

TABLE OF CONTENTS

 

 

PAGE

 

PART I. FINANCIAL INFORMATION

 

 

 

Item 1.

Condensed Consolidated Financial Statements

 

3

 

Condensed Consolidated Balance Sheets (Unaudited)

 

4

 

Condensed Consolidated Statements of Operation (Unaudited)

 

5

 

Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the Three Months ended March 31, 2023 and 2022 (unaudited)

6

 

Condensed Consolidated Statements of Cash Flows (Unaudited)

 

7

 

Notes to Unaudited Condensed Consolidated Financial Statements

 

8

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

16

 

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

 

27

 

Item 4.

Controls and Procedures

 

28

 

PART II. OTHER INFORMATION

 

 

Item 1.

Legal Proceedings

 

29

 

Item 1A.

Risk Factors

 

29

 

Item 2.

Unregistered Sale 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

 

32

 

 
2

Table of Contents

 

PART I. FINANCIAL INFORMATION

 

Item 1. Consolidated Financial Statements

 

AMERICAN RESOURCES CORPORATION

 

CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

(UNAUDITED)

 

For the three months ended

March 31, 2023

 

 
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Table of Contents

 

AMERICAN RESOURCES CORPORATION 

CONDENSED CONSOLIDATED BALANCE SHEETS 

UNAUDITED

 

 

 

March 31,

2023

 

 

December 31,

2022

 

ASSETS

 

CURRENT ASSETS

 

 

 

 

 

 

Cash

 

$297,245

 

 

$8,868,566

 

Accounts Receivable

 

 

1,694,929

 

 

 

660,755

 

Inventory

 

 

2,959,511

 

 

 

446,690

 

Prepaid fees

 

 

797,076

 

 

 

786,576

 

Total Current Assets

 

 

5,748,761

 

 

 

10,762,587

 

 

 

 

 

 

 

 

 

 

OTHER ASSETS

 

 

 

 

 

 

 

 

Cash - restricted

 

 

2,123,216

 

 

 

2,122,263

 

Property and equipment, net

 

 

9,303,457

 

 

 

9,113,722

 

Long-term right of use assets, net

 

 

12,913,548

 

 

 

13,033,889

 

Investment in LLC – Related Party

 

 

19,308,593

 

 

 

20,784,866

 

Note Receivable

 

 

99,022

 

 

 

99,022

 

Total Other Assets

 

 

43,747,836

 

 

 

45,153,762

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

$49,496,597

 

 

$55,916,349

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

 

 

 

Trade payable

 

$4,305,293

 

 

$4,916,243

 

Non-Trade Payables

 

 

2,685,008

 

 

 

2,524,243

 

Accounts payable – related party

 

 

3,005,044

 

 

 

4,295,232

 

Accrued interest

 

 

110,705

 

 

 

106,886

 

Current portion of long term-debt

 

 

839,730

 

 

 

1,917,506

 

Convertible note payables

 

 

-

 

 

 

9,787,423

 

Current portion of lease liabilities, net

 

 

3,962,155

 

 

 

3,889,235

 

Total Current Liabilities

 

 

21,843,507

 

 

 

27,436,768

 

 

 

 

 

 

 

 

 

 

OTHER LIABILITIES

 

 

 

 

 

 

 

 

Remediation liability

 

 

20,543,925

 

 

 

20,295,634

 

Lease liabilities, net

 

 

6,696,914

 

 

 

7,899,251

 

Total Other Liabilities

 

 

27,240,839

 

 

 

28,194,885

 

 

 

 

 

 

 

 

 

 

Total Liabilities

 

 

42,148,774

 

 

 

55,631,653

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS’ DEFICIT

 

 

 

 

 

 

 

 

Common stock: $.0001 par value; 230,000,000 shares authorized, 76,197,850 and 66,777,620 shares issued and outstanding

 

 

7,622

 

 

 

6,680

 

Additional paid-in capital

 

 

177,680,313

 

 

 

167,517,259

 

Accumulated deficit

 

 

(170,340,112 )

 

 

(167,239,243 )

Total Stockholders’ Equity (Deficit)

 

 

7,347,823

 

 

 

284,696

 

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

 

$49,496,597

 

 

$55,916,349

 

 

The accompanying footnotes are integral to the unaudited consolidated financial statements

 

 
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AMERICAN RESOURCES CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

UNAUDITED

 

 

 

For the three

months ended

 

 

For the three

months ended

 

 

 

March 31,

2023

 

 

March 31,

2022

 

 

 

 

 

 

 

 

Coal Sales

 

$8,723,185

 

 

$9,031,259

 

Metal recovery and sales

 

 

20,609

 

 

 

37,226

 

Royalty Income

 

 

124,662

 

 

 

12,137

 

 

 

 

 

 

 

 

 

 

Total Revenue

 

 

8,868,456

 

 

 

9,080,622

 

 

 

 

 

 

 

 

 

 

Cost of Coal Sales and Processing

 

 

(2,705,820 )

 

 

(2,890,858 )

Accretion Expense

 

 

(248,291 )

 

 

(267,622 )

Depreciation

 

 

(13,336 )

 

 

(626,042 )

Amortization of Mining Rights

 

 

(305,859 )

 

 

(303,394 )

General and Administrative

 

 

(1,321,468 )

 

 

(1,020,814 )

Professional Fees

 

 

(293,255 )

 

 

(350,938 )

Production Taxes and Royalties

 

 

(981,636 )

 

 

(819,477 )

Development Costs

 

 

(5,633,908 )

 

 

(6,784,188 )

 

 

 

 

 

 

 

 

 

Total Operating expenses

 

 

(11,503,573 )

 

 

(13,063,333 )

 

 

 

 

 

 

 

 

 

Net Loss from Operations

 

 

(2,635,117 )

 

 

(3,983,711 )

 

 

 

 

 

 

 

 

 

Other Income and (expense)

 

 

 

 

 

 

 

 

Other Income

 

 

93,000

 

 

 

82,156

 

Gain on cancelation of debt

 

 

-

 

 

 

1,521,304

 

Amortization of debt discount and debt issuance costs

 

 

-

 

 

 

-

 

Interest Income

 

 

17,212

 

 

 

10,045

 

Interest expense

 

 

(575,964 )

 

 

(383,696 )

Total Other income (expense)

 

 

(465,752 )

 

 

1,229,809

 

 

 

 

 

 

 

 

 

Net Loss

 

 

(3,100,869 )

 

 

(2,752,902 )

 

 

 

 

 

 

 

 

 

Less:  Net Loss attributable to Non controlling interest

 

 

 

 

 

 

(7,884 )

 

 

 

 

 

 

 

 

 

Net loss attributable to American Resources Corp. Shareholders

 

 

 -

 

 

 

(2,745,018 )

 

 

 

 

 

 

 

 

 

Net loss per common share - basic and diluted

 

$(0.04 )

 

$(0.04 )

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding- basic and diluted

 

 

72,953,104

 

 

 

65,253,533

 

 

The accompanying footnotes are integral to the unaudited consolidated financial statements

 

 
5

Table of Contents

 

AMERICAN RESOURCES CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE PERIOD FROM JANUARY 1, 2023 THROUGH MARCH 31, 2023 AND JANUARY 1, 2022 THROUGH MARCH 31, 2022

UNAUDITED

 

March 31, 2022 

 

 

 

American Resources

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

 

 

 

 

 

Non

 

 

 

 

 

Par value

 

 

 

0.0001

 

 

 

 

 

Accumulated

 

 

controlling  

 

 

 

 

 

 

Shares

 

 

Amount

 

 

APIC

 

 

Deficit

 

 

 interest

 

 

Total

 

Shares issued in connection with warrant conversions

 

 

187,250

 

 

 

19

 

 

 

280,856

 

 

 

 

 

 

 

 

 

280,875

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of beneficial conversion features

 

 

 

 

 

 

 

 

 

 

(40,655 )

 

 

 

 

 

 

 

 

(40,655 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares issued in connection with debt conversions

 

 

884,229

 

 

 

89

 

 

 

1,006,637

 

 

 

 

 

 

 

 

 

1,006,726

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of Warrant and Stock Option Expense

 

 

 

 

 

 

 

 

 

 

199,843

 

 

 

 

 

 

 

 

 

199,843

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2,745,018 )

 

 

(7,884 )

 

 

(2,752,902 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance March 31, 2022

 

 

66,156,471

 

 

 

6,616

 

 

 

164,888,336

 

 

 

(168,538,589 )

 

 

(7,884 )

 

 

(3,651,521 )

 

March 31, 2023 

 

 

 

American Resources

 

 

 

 

 

 

 

 

 

Common Stock

 

 

 

 

 

 

 

 

 

Par value

 

 

 

0.0001

 

 

 

 

 

Accumulated

 

 

 

 

 

 

Shares

 

 

Amount

 

 

APIC

 

 

Deficit

 

 

Total

 

Shares issued in connection with warrant conversions

 

 

9,420,230

 

 

 

942

 

 

 

9,786,481

 

 

 

 

 

 

9,787,423

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of Warrant and Stock Option Expense

 

 

 

 

 

 

 

 

 

 

376,573

 

 

 

 

 

 

376,573

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(3,100,869 )

 

 

(3,100,869 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance March 31, 2023

 

 

76,197,850

 

 

 

7,622

 

 

 

177,680,313

 

 

 

(170,340,112 )

 

 

10,448,692

 

 

The accompanying footnotes are integral to the unaudited consolidated financial statements

 

 
6

Table of Contents

  

AMERICAN RESOURCES CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

UNAUDITED

 

 

 

For the three

months ended

 

 

For the three

months ended

 

 

 

March 31,

2023

 

 

March 31,

2022

 

Cash Flows from Operating activities:

 

 

 

 

 

 

Net loss

 

$(3,100,869 )

 

$(2,752,902 )

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

 

     Gain on forgiveness of debt

 

 

-

 

 

 

(1,521,304 )

Depreciation

 

 

13,336

 

 

 

626,042

 

Amortization of mining rights

 

 

305,859

 

 

 

303,394

 

Accretion expense

 

 

248,291

 

 

 

267,622

 

Accretion of right of use assets

 

 

107,895

 

 

 

2,899

 

Warrant expense

 

 

376,573

 

 

 

199,843

 

Issuance of common share options for compensation

 

 

-

 

 

 

-

 

Amortization of beneficial conversion feature

 

 

-

 

 

 

-

 

Issuance of common shares for services

 

 

-

 

 

 

-

 

Change in current assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts receivable

 

 

(1,034,174 )

 

 

319,312

 

Prepaid expenses and other assets

 

 

(10,500 )

 

 

(951,410 )

Inventory

 

 

(2,512,821 )

 

 

(1,236,065 )

Accounts payable

 

 

(450,185 )

 

 

(393,866 )

Accounts payable related party

 

 

(1,290,188 )

 

 

(691,607 )

Accrued interest

 

 

3,819

 

 

 

94,435

 

Cash provided by (used in) operating activities

 

 

(7,342,964 )

 

 

(5,733,607 )

 

 

 

 

 

 

 

 

 

Cash Flows from Investing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash paid for PPE, net

 

 

(508,930 )

 

 

(724,900 )

Capitalized interest

 

 

-

 

 

 

267,875

 

Cash invested in notes receivable

 

 

-

 

 

 

(335,000 )

Investment in LLC

 

 

1,476,273

 

 

 

-

 

Cash provided by (used in) investing activities

 

 

967,343

 

 

 

(792,025 )

 

 

 

 

 

 

 

 

 

Cash Flows from Financing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Principal payments on long term debt

 

 

(1,077,778 )

 

 

(39,559 )

Principal payments on finance lease

 

 

(1,116,969 )

 

 

-

 

Proceeds from convertible note

 

 

-

 

 

 

-

 

Proceeds from warrant conversions

 

 

-

 

 

 

280,875

 

Proceeds from sale of common stock, net

 

 

-

 

 

 

-

 

Cash provided by financing activities

 

 

(2,194,747 )

 

 

241,316

 

 

 

 

 

 

 

 

 

 

Increase (decrease) in cash and restricted cash

 

 

(8,570,638 )

 

 

(6,284,316 )

 

 

 

 

 

 

 

 

 

Cash and restricted cash, beginning of period

 

 

10,990,829

 

 

 

12,588,113

 

 

 

 

 

 

 

 

 

 

Cash and restricted cash, end of period

 

$2,420,461

 

 

$6,303,797

 

 

 

 

 

 

 

 

 

 

Supplemental Information

 

 

 

 

 

 

 

 

Non-cash investing and financing activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Conversion of debt to common shares

 

$-

 

 

$1,006,726

 

Discount on note due to beneficial conversion feature

 

$-

 

 

$-

 

 

 

 

 

 

 

 

 

 

Cash paid for interest

 

$64,094

 

 

$3,726

 

 

The accompanying footnotes are integral to the unaudited consolidated financial statements

 

 
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Table of Contents

 

AMERICAN RESOURCES CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

American Resources Corporation (ARC or the Company) operates through subsidiaries that were formed or acquired in 2020, 2019, 2018, 2016 and 2015 for the purpose of acquiring, rehabilitating and operating various natural resource assets including coal used in the steel making and industrial markets, critical and rare earth elements used in the electrification economy and aggregated metal and steel products used in the recycling industries.

 

Basis of Presentation and Consolidation:

 

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries American Carbon Corp (ACC), Deane Mining, LLC (Deane), Quest Processing LLC (Quest Processing), ERC Mining Indiana Corp (ERC), McCoy Elkhorn Coal LLC (McCoy), Knott County Coal LLC (KCC), Wyoming County Coal (WCC),Perry County Resources LLC (PCR), ReElement Technologies, LLC (ReElement), and American Metals LLC (AM). All significant intercompany accounts and transactions have been eliminated.

 

Entities for which ownership is less than 100% a determination is made whether there is a requirement to apply the variable interest entity (VIE) model to the entity. Where the company holds current or potential rights that give it the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance, combined with a variable interest that gives the Company the right to receive potentially significant benefits or the obligation to absorb potentially significant losses, the Company would be deemed to have a controlling interest.

 

The accompanying Consolidated Financial Statements are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”).

 

Interim Financial Information

 

Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been omitted. In the opinion of management, these interim unaudited Consolidated Financial Statements reflect all normal and recurring adjustments necessary for a fair presentation of the results for the periods presented. Results of operations for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or any other period. These financial statements should be read in conjunction with the Company’s 2022 audited financial statements and notes thereto which were filed on form 10-K on March 31, 2023.

 

 
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Convertible Preferred Securities: We account for hybrid contracts that feature conversion options in accordance with generally accepted accounting principles in the United States. ASC 815, Derivatives and Hedging Activities (“ASC 815”) requires companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments according to certain criteria. The criteria includes circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument.

 

We also follow ASC 480-10, Distinguishing Liabilities from Equity (“ASC 480-10”) in its evaluation of the accounting for a hybrid instrument. A financial instrument that embodies an unconditional obligation, or a financial instrument other than an outstanding share that embodies a conditional obligation, that the issuer must or may settle by issuing a variable number of its equity shares shall be classified as a liability (or an asset in some circumstances) if, at inception, the monetary value of the obligation is based solely or predominantly on any one of the following: (a) a fixed monetary amount known at inception (b) variations in something other than the fair value of the issuer’s equity shares or (c) variations inversely related to changes in the fair value of the issuer’s equity shares. Hybrid instruments meeting these criteria are not further evaluated for any embedded derivatives and are carried as a liability at fair value at each balance sheet date with remeasurements reported in interest expense in the accompanying Consolidated Statements of Operations.

 

Cash is maintained in bank deposit accounts which, at times, may exceed federally insured limits. To date, there have been no losses in such accounts.

 

Cash, Cash Equivalents and Restricted cash:  

 

 
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The following table sets forth a reconciliation of cash, cash equivalents, and restricted cash reported in the consolidated balance sheet that agrees to the total of those amounts as presented in the consolidated statement of cash flows for the three months ended March 31, 2023 and March 31, 2022:

 

 

 

March 31,

2023

 

 

March 31,

2022

 

Cash

 

$297,245

 

 

$5,217,204

 

Restricted Cash

 

 

2,123,216

 

 

 

1,086,593

 

Total cash and restricted cash presented in the consolidated statement of cash flows

 

$2,420,461

 

 

$6,303,797

 

 

Asset Retirement Obligations (ARO) – Reclamation: At the time they are incurred, legal obligations associated with the retirement of long-lived assets are reflected at their estimated fair value, with a corresponding charge to mine development. Obligations are typically incurred when we commence development of underground and surface mines, and include reclamation of support facilities, refuse areas and slurry ponds or through acquisitions.

 

Obligations are reflected at the present value of their future cash flows. We reflect accretion of the obligations for the period from the date they incurred through the date they are extinguished. The asset retirement obligation assets are amortized using the units-of-production method over estimated recoverable (proved and probable) deposits. We are using a discount rate of 10%. Federal and State laws require that mines be reclaimed in accordance with specific standards and approved reclamation plans, as outlined in mining permits. Activities include reclamation of pit and support acreage at surface mines, sealing portals at underground mines, and reclamation of refuse areas and slurry ponds.

 

We assess our ARO at least annually and reflect revisions for permit changes, change in our estimated reclamation costs and changes in the estimated timing of such costs.

 

The table below reflects the changes to our ARO:

 

Balance at December 31, 2022

 

$18,951,587

 

Accretion – 3 months March 31, 2023

 

 

1,344,047

 

Reclamation work – 3 months March 31, 2023

 

 

-

 

Balance at March 31, 2023

 

$20,295,634

 

Balance at December 31, 2021

 

$18,951,587

 

Accretion – 3 months March 31, 2022

 

 

267,622

 

Reclamation work – 3 months March 31, 2022

 

 

-

 

Balance at March 31, 2022

 

$19,219,209

 

 

Allowance For Doubtful Accounts: The Company recognizes an allowance for losses on trade and other accounts receivable in an amount equal to the estimated probable losses net of recoveries. The allowance is based on an analysis of historical bad debt experience, current receivables aging and expected future write-offs, as well as an assessment of specific identifiable amounts considered at risk or uncollectible.

 

Allowance for trade receivables as of March 31, 2023 and December 31, 2022 amounted to $0, for both periods. Allowance for other accounts receivables as of March 31, 2023 and December 31, 2022 amounted to $1,888,070 and $1,744,570, respectively.

 

Trade and loan receivables are carried at amortized cost, net of allowance for losses. Amortized cost approximated book value as of March 31, 2023 and December 31, 2022.

 

Prepaid Fees and Advance Royalties: Coal leases that require minimum annual or advance payments and are recoverable from future production are generally deferred and charged to expense as the coal is subsequently produced.

 

Inventory: Inventory consisting of mined coal is stated at the lower of cost (first in, first out method) or net realizable value.

 

Reclassifications: Reclassifications have been made to conform with current year presentation.

 

 
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NOTE 2 - PROPERTY AND EQUIPMENT

 

At March 31, 2023 and December 31, 2022, property and equipment were comprised of the following:

 

 

 

March 31,

2023

 

 

December 31,

2022

 

Processing and rail facility

 

$508,930

 

 

$-

 

Underground equipment

 

 

-

 

 

 

-

 

Surface equipment

 

 

-

 

 

 

-

 

Coal refuse storage

 

 

12,134,192

 

 

 

12,134,192

 

Mine Development

 

 

561,575

 

 

 

561,575

 

Land

 

 

1,617,435

 

 

 

1,572,435

 

Less: Accumulated depreciation

 

 

(319,195 )

 

 

(5,199,478 )

 

 

 

 

 

 

 

 

 

Total Property and Equipment, Net

 

$9,303,459

 

 

$9,113,724

 

 

Depreciation expense amounted to $319,195 and $393,530 for the period March 31, 2023 and March 31, 2022, respectively.

 

The estimated useful lives are as follows:

 

Processing and Rail Facilities

7-20 years

Surface Equipment

7 years

Underground Equipment

5 years

Mining Rights

5-10 years

Coal Refuse Storage

10 years

 

NOTE 3 - NOTES PAYABLE

 

During the three-month period ended March 31, 2023, principal reductions on long term debt totaled $1,077,776, primarily due to payments of the Integrity loan. During the three-month period ended March 31, 2023, increases to long term debt totaled $0. On January 31, 2023, the remaining amounts of the convertible notes in the amount of $9,891,241 was converted into 9,420,230 common shares of the Company.  Extinguishing all future liabilities under the convertible note.

 

During the three-month period ended March 31, 2022, principal reductions on long term debt totaled $1,564,684, primarily due to debt forgiveness of PPP loan. During the three-month period ended March 31, 2022, increases to long term debt totaled $0. The notes have a minimum offering amount of $12,500,000 and maximum of $25,000,000 and minimum investment of $500,000. The notes carry a 24-month term, 12.5% interest 10% warrant coverage and a conversion price of $1.05. The warrants have an exercise price of $1.50. 

 

 
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NOTE 4 – RIGHT OF USE ASSETS AND LEASES

 

The right-of-use asset is the Company’s right to use an asset over the life of a lease. The asset is calculated as the initial amount of the lease liability, plus any lease payments made to the lessor before the lease commencement date, plus any initial direct costs incurred, minus any lease incentives received.

 

The Company’s discounted lease payment rate is 10.82%. 

 

Our principal offices are located at 12115 Visionary Way, Fishers, Indiana 46038. We pay $5,726 per month in rent for the office space and the rental lease expires December 2026. On January 1, 2023, the Company entered into an expansion lease for the site. The amended lease has a ten-year term and $5,869 per month rate.

 

We also rent office space from an affiliated entity, LRR, at 11000 Highway 7 South, Kite, Kentucky 41828 and pay $1,702 per month rent and the rental lease expires January 1, 2030.

 

On August 17, 2022, ReElement entered into a Commercial Land Lease sublease agreement with Land Betterment for nearly 7 acres of land for the purpose of building a commercial grade critical element purification facility. The sublease is for the period of 5 years with a rate of $3,500 a month.

 

On October 8, 2022, ReElement entered into a Commercial Lease for 6,700 square feet of warehouse space for the purpose of building a commercial grade critical element purification facility. The is for the period of 2 years with a rate of $4,745.83 a month.

 

At March 31, 2023, right of use assets and liabilities were comprised of the following:

 

 

 

March 31, 2023

 

 

March 31, 2022

 

 

 

Asset

 

 

Liability

 

 

Asset

 

 

Liability

 

   Operating Leases

 

 

613,094

 

 

 

617,892

 

 

 

704,627

 

 

 

776,424

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Finance Leases

 

 

12,300,454

 

 

 

10,236,296

 

 

 

-

 

 

 

-

 

 

 
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NOTE 5 - RELATED PARTY TRANSACTIONS

 

Land Resources & Royalties

 

The Company leases property from Land Resources & Royalties (LRR), an entity controlled by certain members of the Company’s management who are also directors and shareholders. Until July 1, 2018, LRR was consolidated as a VIE resulting in transaction between the two companies to be eliminated upon consolidation. Upon deconsolidation, amounts paid and owed to LRR have been disclosed discreetly in the consolidated financial statements. For the three-month period ending March 31, 2023, royalty expense incurred with LRR amounted to $100,610.  As of March 31, 2023, total amounts owed LRR amounted to $192,742. For the three-month period ending March 31, 2022, royalty expense incurred with LRR amounted to $57,135. As of March 31, 2022, total amounts owed LRR amounted to $0.

 

Land Betterment Corp

 

On February 13, 2022, the Company entered into a Contract Services Agreement with Land Betterment Corporation, an entity controlled by certain members of the Company’s management who are also directors and shareholders. The contract terms state that service costs are passed through to the Company with a 12.5% mark-up and a 50% share of cost savings which includes payroll covering aforementioned members of the Company’s management. The services agreement covers all of the Company’s properties. For the 3 months ended March 31, 2023 amounts incurred under the agreement amounted to $959,018 and amounts paid totaled $2,403,040. As of March 31, 2023, amounts payable under the agreement amounted to $3,244,901. For the 3 months ended March 31, 2022 amounts incurred under the agreement amounted to $1,574,015 and amounts paid totaled $839,280. As of March 31, 2022, amounts payable under the agreement amounted to $2,793,658. For the 3 months ended March 31, 2023 and 2022, service charges covering members of the Company’s management amounted to $0, respectively.

 

American Opportunity Venture, LLC

 

During January 2022, the company invested $2,250,000 for 50% ownership and become the managing member of American Opportunity Venture, LLC. (AOV) It has been determined that AOV is a variable interest entity and that the Company is not primary beneficiary. As such, the investment in AOV will be accounted for using the equity method of accounting.

 

American Opportunity Venture II, LLC

 

During March 2022, the Company invested $25,000 for 100% ownership and become the managing member of American Opportunity Venture II, LLC. (AOVII). As such, the investment in AOVII has been eliminated in the accompanying financial statements. As of March 31, 2022, AOVII has had no operational activity.

 

Novusterra, Inc.

 

During March 2021, the Company licensed certain technology to an unrelated entity, Novusterra, Inc. According to the commercial terms of the license, the Company is to receive 50% of future cash flows and 15,750,000 common shares of Novusterra, Inc. During August 22, 2022, the Company sold the licensed patents to Novusterra, Inc. All prior licensing obligations were voided upon the sale.  It has been determined that Novusterra is a variable interest entity and that the Company is not the primary beneficiary. As such, the investment in Novusterra will be accounted for using the equity method of accounting. . As of March 31, 2023, Novusterra has had no operational activity.

 

Land Betterment Exchange (LBX)

 

The Company is the holder of 2,000,000 LBX Tokens with a par value of $250 for each token. The token issuance process is undertaken by a related party, Land Betterment, and is predicated on proactive environmental stewardship and regulatory bond releases. As of March 31, 2023, there is no market for the LBX Token and therefore no value has been assigned.

 

FUB Mineral LLC

 

On October 1, 2022, the Company invested $250,000 into FUB Mineral, LLC a company with common owners. 

 

NOTE 6 – EQUITY TRANSACTIONS

 

Employee stock compensation expense for the three-month period ending March 31, 2023 and 2022 amounted to $376,573 and $199,843 respectively.

 

 
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Class A Common Shares Issued in exchange for services, trade payables and related party debt

 

On March 31, 2022, the Company issued 884,229 class A common shares pursuant to the conversion of $1,006,726 of accrued interest.

 

Warrant Exercises

 

On January 13, 2022, the Company issued 117,250 shares of Class A Common Stock based upon a cash pay warrant exercise. The share price at issuance was $1.50.

 

On March 30, 2022, the Company issued 47,500 shares of Class A Common Stock based upon a cash pay warrant exercise. The share price at issuance was $1.50.

 

On March 31, 2022, the Company issued 22,500 shares of Class A Common Stock based upon a cash pay warrant exercise. The share price at issuance was $1.50.

 

New Warrant Issuances

 

On January 26, 2022, the Company issued Common Stock Purchase Warrant “A-10” for rare earth capture advisory. The warrant provides the option to purchase 10,000 Class A Common Shares at a price of $2.05. The warrants expire on January 26, 2024.

 

On February 2, 2022, the Company issued Common Stock Purchase Warrant “C-37” in conjunction with the issuance of $600,000 convertible note. The warrant provides the option to purchase 60,000 Class A Common Shares at a price of $1.50. The warrants expire on February 2, 2023.

 

On February 7, 2022, the Company issued Common Stock Purchase Warrant “A-11” for rare earth processing advisory. The warrant provides the option to purchase 50,000 Class A Common Shares at a price of $4.25. The warrants expire on February 7, 2026.

 

The company uses the Black Scholes option pricing model to value its warrants and options. The significant inputs are as follows:

 

 

 

March 31,

2023

 

 

March 31,

2022

 

Expected Dividend Yield

 

 

0%

 

 

0%

Expected volatility

 

 

87.97%

 

123-617

%

Risk-free rate

 

 

2.37%

 

1.40-1.62

Expected life of warrants

 

.22-8.75 years

 

 

1.635-5.588 years

 

 

Company Warrants:

 

 

 

 

 

 

Weighted

 

 

Weighted

 

 

 

 

 

 

 

 

 

Average

 

 

Average

 

 

Aggregate

 

 

 

Number of

 

 

Exercise

 

 

Contractual

 

 

Intrinsic

 

 

 

Warrants

 

 

Price

 

 

Life in Years

 

 

Value

 

Exercisable (Vested) – December 31, 2021

 

 

8,401,221

 

 

$1.135

 

 

 

2.152

 

 

$7,453,214

 

Granted

 

 

60,000

 

 

$3.883

 

 

 

4.521

 

 

$18,000

 

Forfeited or Expired

 

 

-

 

 

$-

 

 

 

-

 

 

$-

 

Exercised

 

 

1,681,022

 

 

$1.215

 

 

 

3.094

 

 

$5,321,781

 

Outstanding - March 31, 2022

 

 

6,780,199

 

 

$1.139

 

 

 

1.635

 

 

$18,277,625

 

Exercisable (Vested) - March 31, 2022

 

 

6,780,199

 

 

$1.139

 

 

 

1.635

 

 

$18,277,625

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercisable (Vested) – December 31, 2022

 

 

9,724,369

 

 

$2.75

 

 

 

1.69

 

 

$6,515,327

 

Granted

 

 

-

 

 

$-

 

 

 

-

 

 

$121,018

 

Forfeited or Expired

 

 

-

 

 

$-

 

 

 

-

 

 

$-

 

Exercised

 

 

-

 

 

$-

 

 

 

-

 

 

$-

 

Outstanding - March 31, 2022

 

 

9,724,369

 

 

$2.75

 

 

 

1.45

 

 

$9,724,369

 

Exercisable (Vested) - March 31, 2022

 

 

9,724,369

 

 

$2.75

 

 

 

1.45

 

 

$9,724,369

 

 

 
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Company Options:

 

 

 

 

 

 

Weighted

 

 

Weighted

 

 

 

 

 

 

 

 

 

Average

 

 

Average

 

 

Aggregate

 

 

 

Number of

 

 

Exercise

 

 

Contractual

 

 

Intrinsic

 

 

 

Options

 

 

Price

 

 

Life in Years

 

 

Value

 

Outstanding – December 31, 2021

 

 

2,159,269

 

 

$1.606

 

 

 

5.660

 

 

$1,919,129

 

Exercisable (Vested) – December 31, 2021

 

 

888,659

 

 

$1.581

 

 

 

5.047

 

 

$749,470

 

Granted

 

 

75,000

 

 

$2.560

 

 

 

6.847

 

 

$105,000

 

Forfeited or Expired

 

 

50,000

 

 

$1.050

 

 

 

-

 

 

$-

 

Exercised

 

 

-

 

 

$-

 

 

 

-

 

 

$-

 

Outstanding - March 31, 2022

 

 

2,184,269

 

 

$1.651

 

 

 

5.588

 

 

$5,010,909

 

Exercisable (Vested) - March 31, 2022

 

 

938,659

 

 

$1.739

 

 

 

5.260

 

 

$2,149,710

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding – December 31, 2022

 

 

5,834,268

 

 

$1.665

 

 

 

5.39

 

 

$3,186,870

 

Exercisable (Vested) – December 31, 2022

 

 

3,159,268

 

 

$1.517

 

 

 

4.91

 

 

$3,141,183

 

Granted

 

 

-

 

 

$-

 

 

 

-

 

 

$-

 

Forfeited or Expired

 

 

-

 

 

$-

 

 

 

-

 

 

$-

 

Exercised

 

 

-

 

 

$-

 

 

 

-

 

 

$-

 

Outstanding - March 31, 2023

 

 

5,834,268

 

 

$1.665

 

 

 

5.14

 

 

$5,484,212

 

Exercisable (Vested) - March 31, 2023

 

 

3,159,268

 

 

$1.517

 

 

 

4.67

 

 

$2,906,527

 

 

NOTE 7 - CONTINGENCIES

 

In the course of normal operations, the Company is involved in various claims and litigation that management intends to defend. The range of loss, if any, from potential claims cannot be reasonably estimated. However, management believes the ultimate resolution of matters will not have a material adverse impact on the Company’s business or financial position.

 

In the course of normal operations, the Company is involved in various claims and litigation that management intends to defend. The range of loss, if any, from potential claims cannot be reasonably estimated. However, management believes the ultimate resolution of matters will not have a material adverse impact on the Company’s business or financial position. These claims include amounts assessed by the Kentucky Energy Cabinet totaling $1,157,580, the Company has accrued $1,432,077 as a payable to the Commonwealth of Kentucky including amounts owed to the Kentucky Energy Cabinet. Claims assessed by the Mine Health Safety Administration amount to $856,498 of which the Company has accrued $351,303 as a payable. During 2019, McCoy and Deane, received notice of intent to place liens for amounts owed on federal excise taxes. The amounts associated with the notices are included in the company’s trade payables.

 

Our principal offices are located at 12115 Visionary Way, Fishers, Indiana 46038. We pay $5,726 per month in rent for the office space and the rental lease expires December 2026. On January 1, 2022, the Company entered into an expansion lease for the site. The amended lease has a ten year term and $5,869 per month rate.

 

We also rent office space from an affiliated entity, LRR, at 11000 Highway 7 South, Kite, Kentucky 41828 and pay $1,702 per month rent and the rental lease expires January 1, 2030.

 

On October 8, 2022, ReElement entered into a Commercial Lease for 6,700 square feet of warehouse space for the purpose of building a commercial grade critical element purification facility. The is for the period of 2 years with a rate of $4,745.83 a month.

 

The Company also utilizes various office spaces on-site at its coal mining operations and coal preparation plant locations in eastern Kentucky, with such rental payments covered under any surface lease contracts with any of the surface land owners.

 

NOTE 8 - SUBSEQUENT EVENTS

 

None.

 

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

 

This Form 10-Q and other reports filed by Registrant from time to time with the Securities and Exchange Commission (collectively the “Filings”) contain or may contain forward looking statements and information that are based upon beliefs of, and information currently available to, Registrant’s management as well as estimates and assumptions made by Registrant’s management. When used in the filings the words “anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan” or the negative of these terms and similar expressions as they relate to Registrant or Registrant’s management identify forward looking statements. Such statements reflect the current view of Registrant with respect to future events and are subject to risks, uncertainties, assumptions and other factors relating to Registrant’s industry, Registrant’s operations and results of operations and any businesses that may be acquired by Registrant. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.

 

Although Registrant believes that the expectations reflected in the forward-looking statements are reasonable, Registrant cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, Registrant does not intend to update any of the forward-looking statements to conform these statements to actual results.

 

Overview

 

When we formed our company, our focus was to (i) construct and/or purchase and manage a chain of combined gasoline, diesel and natural gas (NG) fueling and service stations (initially, in the Miami, FL area); (ii) construct conversion factories to convert NG to liquefied natural gas (LNG) and compressed natural gas (CNG); and (iii) construct conversion factories to retrofit vehicles currently using gasoline or diesel fuel to also run on NG in the United States and also to build a convenience store to serve our customers in each of our locations.

 

On January 5, 2017, American Resources Corporation (ARC) executed a Share Exchange Agreement between the Company and Quest Energy Inc. (“Quest Energy”), a private company incorporated in the State of Indiana on May 2015 with offices at 12115 Visionary Way, Fishers, IN 46038, and due to the fulfillment of various conditions precedent to closing of the transaction, the control of the Company was transferred to the Quest Energy shareholders on February 7, 2017. This transaction resulted in Quest Energy becoming a wholly-owned subsidiary of ARC. Through Quest Energy, ARC was able to acquire coal mining and coal processing operations, substantially all located in eastern Kentucky and western West Virginia. On November 25, 2020, Quest Energy changed its name to American Carbon Corp. (American Carbon)

 

American Carbon currently has seven coal mining and processing operating subsidiaries: McCoy Elkhorn Coal LLC (doing business as McCoy Elkhorn Coal Company) (McCoy Elkhorn), Knott County Coal LLC (Knott County Coal), Deane Mining, LLC (Deane Mining) and Wyoming County Coal LLC (Wyoming County), Quest Processing LLC (Quest Processing), Perry County Resources (Perry County) located in eastern Kentucky and western West Virginia within the Central Appalachian coal basin, and ERC Mining Indiana Corporation (ERC) located in southwest Indiana within the Illinois coal basin. The coal deposits under control by the Company are generally comprise of metallurgical coal (used for steel making), pulverized coal injections (used in the steel making process) and high-BTU, low sulfur, low moisture bituminous coal used for a variety of uses within several industries, including industrial customers and specialty products. Since mid-2019, we have not mined or sold coal which is sold into the thermal coal markets. All production and future investment will be for the mining of metallurgical coal used in the steel and specialty markets.

 

 
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Efforts to diversify revenue streams have led to the establishment of additional subsidiaries; American Metals LLC (AM) which is focused on the recovery and sale of recovered metal and steel and ReElement Technologies LLC (ReElement) which is focused on the aggregation and monetization of critical and rare earth element deposits.

 

We have not classified, and as a result, do not have any “proven” or “probable” reserves as defined in United States Securities and Exchange Commission Industry Guide 7, and as a result, our company and its business activities are deemed to be in the exploration stage until mineral deposits are defined on our properties.

 

McCoy Elkhorn Coal LLC

 

General:

 

Located primarily within Pike County, Kentucky, McCoy Elkhorn is currently comprised of three mines (Mine #15) in “idle” status, and two mines in operations (Carnegie 1 and 2 Mines), two coal preparation facilities (Bevins #1 and Bevins #2), and other mines in various stages of development or reclamation. McCoy Elkhorn sells its coal to a variety of customers, both domestically and internationally, primarily to the steel making industry as a high-vol “B” coal or blended coal. The coal controlled at McCoy Elkhorn (along with our other subsidiaries) has not been classified as either “proven” or “probable” as defined in the United States Securities and Exchange Commission Items 1300 through 1305 of Regulation S-K, and as a result, do not have any “proven” or “probable” reserves under such definition and are classified as an “Exploration Stage” pursuant to Items 1300 through 1305 of Regulation S-K.

 

Mines:

 

Mine #15 is an underground mine in the Millard (also known as Glamorgan) coal seam and located near Meta, Kentucky. Mine #15 is mined via room-and-pillar mining methods using continuous miners, and the coal is belted directly from the stockpile to McCoy Elkhorn’s coal preparation facility. Mine #15 is currently a “company run” mine, whereby the Company manages the workforce at the mine. The coal from Mine #15 is stockpiled at the mine site and belted directly to the Company’s nearby coal preparation facilities. Production at Mine #15 re-commenced under Quest Energy’s ownership in September 2016.

 

The Carnegie 1Mine is an underground mine in the Alma and Upper Alma coal seams and located near Kimper, Kentucky. In 2011, coal production from the Carnegie Mine in the Alma coal seam commenced and then subsequently the mine was idled. Production at the Carnegie Mine was reinitiated in early 2017 under Quest Energy’s ownership and is currently being mined via room-and-pillar mining methods utilizing a continuous miner. The coal is stockpiled on-site and trucked approximately 7 miles to McCoy Elkhorn’s preparation facilities. The Carnegie Mine is currently operated as a modified contractor mine, whereby McCoy Elkhorn provides the mining infrastructure and equipment for the operations and pays the contractor a fixed per-ton fee for managing the workforce, procuring the supplies, and maintaining the equipment and infrastructure in proper working order.

 

The Carnegie 2 Mine is an underground mine in the Alma and Upper Alma coal seams and located near Kimper, Kentucky. In 2021, mine development began and operations at the Carnegie 2 Mine started in August 2022 and is currently being mined via room-and-pillar mining methods utilizing a continuous miner. The coal is stockpiled on-site and trucked approximately 7 miles to McCoy Elkhorn’s preparation facilities. The Carnegie 2 Mine is currently a “company run” mine, whereby the Company manages the workforce at the mine and pays all expenses of the mine. The Carnegie 2. Mine has the estimated capacity to produce up to approximately 10,000 tons per month of coal.

 

The mineral being mined through Carnegie 1 and Carnegie 2 is leased from a 3rd party professional mineral company.  Coal mined from the lease requires a payment of greater of $1.75 per ton or 6% of gross sales price. 

 

Beginning in January 2020, Mine #15 and Carnegie 1 mines were idled due to the adverse market effects Covid-19 global pandemic. The Carnegie 1 mine restarted during October 2022 and the Carnegie 2 mine commenced during 2022.   

  

 
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Table of Contents

 

Processing & Transportation:

 

The Bevins #1 Preparation Plant is an 800 ton-per hour coal preparation facility located near Meta, Kentucky, across the road from Mine #15. Bevins #1 has raw coal stockpile storage of approximately 25,000 tons and clean coal stockpile storage of 100,000 tons of coal. The Bevins #1 facility has a fine coal circuit and a stoker circuit that allows for enhance coal recovery and various coal sizing options depending on the needs of the customer. The Company acquired the Bevins Preparation Plants as idled facilities, and since acquisition, the primary work completed at the Bevins Preparation Plants by the Company includes rehabilitating the plants’ warehouse and replacing belt lines.

 

The Bevins #2 Preparation Plant is on the same permit site as Bevins #1 and is a 500 ton-per-hour processing facility with fine coal recovery and a stoker circuit for coal sizing options. Bevins #2 has raw coal stockpile storage of 25,000 tons of coal and a clean coal stockpile storage of 45,000 tons of coal. We are currently utilizing less than 10% of the available processing capacity of Bevins #1 and Bevins #2.

 

Both Bevins #1 and Bevins #2 have a batch-weight loadout and rail spur for loading coal into trains for rail shipments. The spur has storage for 110 rail cars and is serviced by CSX Transportation and is located on CSX’s Big Sandy, Coal Run Subdivision. Both Bevins #1 and Bevins #2 have coarse refuse and slurry impoundments called Big Groundhog and Lick Branch. While the Big Groundhog impoundment is nearing the end of its useful life, the Lick Branch impoundment has significant operating life and will be able to provide for coarse refuse and slurry storage for the foreseeable future at Bevins #1 and Bevins #2. Coarse refuse from Bevins #1 and Bevins #2 is belted to the impoundments. Both Bevins #1 and Bevins #2 are facilities owned by McCoy Elkhorn, subject to certain restrictions present in the agreement between McCoy Elkhorn and the surface land owner.

 

Both Bevins #1 and Bevins #2, as well as the rail loadout, are operational and any work required on any of the plants or loadouts would be routine maintenance. The allocated cost of for this property at McCoy Elkhorn Coal paid by the company is $95,210.

 

Due to additional coal processing storage capacity at Bevins #1 and Bevins #2 Preparation Plants, McCoy Elkhorn has the ability to process, store, and load coal for other regional coal producers for an agreed-to fee.

 

Additional Permits:

 

In addition to the above mines, McCoy Elkhorn holds 11 additional coal mining permits that are idled operations or in various stages of reclamation. For the idled coal mining operations, McCoy Elkhorn will determine which coal mines to bring back into production, if any, as the coal market changes, and there are currently no other idled mines within McCoy Elkhorn that are slated to go into production in the foreseeable future. Any idled mines that are brought into production would require significant upfront capital investment, and there is no assurance of the feasibility of any such new operations.

 

Knott County Coal LLC

 

General:

 

Located primarily within Knott County, Kentucky (but with additional idled permits in Leslie County, Perry County, and Breathitt County, Kentucky), Knott County Coal is comprised of 22 idled mining permits (or permits in reclamation) and permits for one preparation facility: the idled Supreme Energy Preparation Plant. The idled mining permits are either in various stages of reclamation or being maintained as idled, pending any changes to the coal market that may warrant reinitiating production. The idled mines at Knott County Coal are primarily underground mines that utilize room-and-pillar mining. The coal controlled at Deane Mining (along with our other subsidiaries) has not been classified as either “proven” or “probable” as defined in the United States Securities and Exchange Commission Items 1300 through 1305 of Regulation S-K, and as a result, do not have any “proven” or “probable” reserves under such definition and are classified as an “Exploration Stage” pursuant to Items 1300 through 1305 of Regulation S-K.

 

 
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Mines:

 

Currently all permitted mines are idled, in development or in reclamation.

 

Processing & Transportation:

 

The idled Supreme Energy Preparation Plant is a 450 ton-per-hour coal preparation facility located in Kite, Kentucky. The Bates Branch rail loadout associated with the Supreme Energy Preparation Plant is a batch-weigh rail loadout with 110 rail car storage capacity and serviced by CSX Transportation in their Big Sandy rate district. The Supreme Energy Preparation Plant has a coarse refuse and slurry impoundment called the King Branch Impoundment.

 

The Supreme Energy Preparation Plant is owned by Knott County Coal, subject to certain restrictions present in the agreement between Knott County Coal and the surface land owner, Land Resources & Royalties LLC.

 

The Company acquired the Supreme Energy Preparation Plants as an idled facility, and since acquisition, no work has been performed at the facility other than minor maintenance. Both the Supreme Energy Preparation Plant and the rail loadout are idled and would require an undetermined amount of work and capital to bring them into operation. The allocated cost of for the property at Knott County Coal paid by the Company is $286,046.

 

Additional Permits:

 

In addition to the above mines, Knott County Coal holds 22 coal mining permits that are in development, idled or in various stages of reclamation. Any idled mines that are brought into production would require significant upfront capital investment and there is no assurance of the feasibility of any such new operations.

 

Deane Mining LLC

 

General:

 

Located within Letcher County and Knott County, Kentucky, Deane Mining is comprised of one idled underground coal mine (the Access Energy Mine), one idled surface mine (Razorblade Surface) and one idled coal preparation facility called Mill Creek Preparation Plant, along with 12 additional idled mining permits (or permits in reclamation). The idled mining permits are either in various stages of development, reclamation or being maintained as idled, pending any changes to the coal market that may warrant re-starting production. The coal controlled at Deane Mining (along with our other subsidiaries) has not been classified as either “proven” or “probable” as defined in the United States Securities and Exchange Commission Items 1300 through 1305 of Regulation S-K, and as a result, do not have any “proven” or “probable” reserves under such definition and are classified as an “Exploration Stage” pursuant to Items 1300 through 1305 of Regulation S-K.

 

Mines:

 

Access Energy is an underground mine in the Elkhorn 3 coal seam and located in Deane, Kentucky. Access Energy is mined via room-and-pillar mining methods using continuous miners, and the coal is belted directly from the mine to the raw coal stockpile at the Mill Creek Preparation Plant across the road from Access Energy. Access Energy is currently a “company run” mine, whereby the Company manages the workforce at the mine and pays all expenses of the mine. During 2019, the permit related to the Access Energy mine was idled and is not expected to produce again under the Company’s control due to the continued focused on the metallurgical and industrial markets.

 

 
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Razorblade Surface is a surface mine targeting the Hazard 4 and Hazard 4 Rider coal seams and located in Deane, Kentucky. Deane Mining commenced mining activity at Razorblade Surface during the spring of 2018. Coal produced from Razorblade Surface is trucked approximately one mile to the Mill Creek Preparation Plant. Razorblade Surface is currently run as a contractor model for which the contractor is paid a fixed per-ton fee for the coal produced. During 2019, the permit related to the Access Energy mine was idled and is not expected to produce again under the Company’s control due to the continued focused on the metallurgical and industrial markets.

 

Processing & Transportation:

 

Coal from Access Energy is processed at Deane Mining’s Mill Creek Preparation Plant, an 800 ton-per hour coal preparation facility with a batch-weight loadout and rail spur for loading coal into trains for rail shipments. The spur has storage for 110 rail cars and is serviced by CSX Transportation and is located on both CSX’s Big Sandy rate district and CSX’s Elkhorn rate district. The Mill Creek Preparation Plant has a coarse refuse and slurry impoundment called Razorblade Impoundment.

 

Both the Mill Creek Preparation Plant and the rail loadout are operational, and any work required on any of the plant or loadouts would be routine maintenance. The allocated cost of for the property at Deane Mining paid by the Company is $1,569,641.

 

Additional Permits:

 

In addition to the above mines and preparation facility, Deane Mining holds 12 additional coal mining permits that are in development, idled or in various stages of reclamation. Any idled mines that are brought into production would require significant upfront capital investment and there is no assurance of the feasibility of any such new operations.

 

Wyoming County Coal LLC

 

General:

 

Located within Wyoming County, West Virginia, Wyoming County Coal is comprised of two idled underground mining permits and the three permits associated with the idled Pioneer Preparation Plant, the Hatcher rail loadout, and Simmons Fork Refuse Impoundment. The two idled mining permits are undisturbed underground mines that are anticipated to utilize room-and-pillar mining. The coal controlled at Wyoming County Coal (along with our other subsidiaries) has not been classified as either “proven” or “probable” as defined in the United States Securities and Exchange Commission Items 1300 through 1305 of Regulation S-K, and as a result, do not have any “proven” or “probable” reserves under such definition and are classified as an “Exploration Stage” pursuant to Items 1300 through 1305 of Regulation S-K.

 

Mines:

 

The mining permits held by Wyoming County Coal are in various stages of planning with no mines currently in production.

 

Potential customers of Wyoming County Coal would include steel mills in the United States or international marketplace although no definitive sales have been identified yet.

 

 
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Processing & Transportation:

 

The idled Pioneer Preparation Plant is a 350 ton-per-hour coal preparation facility located near Oceana, West Virginia. The Hatcher rail loadout associated with the Pioneer Preparation Plant is a rail loadout serviced by Norfolk Southern Corporation. The refuse from the preparation facility is trucked to the Simmons Fork Refuse Impoundment, which is approximately 1.0 mile from the Pioneer Preparation facility. The preparation plant utilizes a belt press technology which eliminates the need for pumping slurry into a slurry pond for storage within an impoundment.

 

The Company is in the initial planning phase of getting estimates on the cost to upgrade the preparation facility to a modern 350 ton per hour preparation facility, although no cost estimates have yet been received. The Company is also in the initial planning phase of getting estimates on the cost and timing of upgrading the rail load out facility to a modern batch weight load out system, although no cost estimates have yet been received.

 

The Company acquired the Pioneer Preparation Plants as an idled facility, and since acquisition, no work has been performed at the facility. Both the Pioneer Preparation Plant and the rail loadout are idled and would require an undetermined amount of work and capital to bring them into operation, which is currently in the initial phases of planning and no cost estimates have been received. The allocated cost for the property at Wyoming County Coal will pay by the Company is $22,326,101 of which $22,091,688 has been paid using shares of the Company’s Class A Common stock. The remaining portion was paid in cash.

 

Permits:

 

Wyoming County Coal holds two coal mining permits that are in the initial planning phase and three permits associated with the idled Pioneer Preparation Plant, the Hatcher rail loadout, and Simmons Fork Refuse Impoundment. Any mine that is brought into production would require significant upfront capital investment and there is no assurance of the feasibility of any such new operations. As of the report date, the permits have not been fully transferred as they await final regulatory approval. As of the balance sheet date and report date, the West Virginia permit transfers have not yet been approved, and WCC has not substituted its reclamation surety bonds for the seller’s bond collateral. The transfer of any new permits to the Company is subject to regulatory approval. This approval is subject to the review of both unabated or uncorrected violations that are listed on the Applicator Violator List. The Company, to include several of its subsidiaries, does have unabated and/or uncorrected violations that are listed on the Applicator Violator List. Should the state regulators believe that the Company is not in the process of abating or correcting the currently outstanding issues associated with their currently held permits they may choose not to issue the Company any new permits until such issues are properly rectified.

 

Perry County Resources LLC

 

General:

 

Located primarily within Perry County, Kentucky, Perry County Resources LLC is comprised of one “Idled” underground mine (the E4-2 mine) and one “Idled” coal processing facility called the Davidson Branch Preparation Plant, along with two additional idled underground mining permits. The two idled mining permits are for underground mines and have been actively mined in the past and being maintained as idled, pending any changes to the coal market that may warrant re-starting production. The coal controlled at Perry County Resources (along with our other subsidiaries) has not been classified as either “proven” or “probable” as defined in the United States Securities and Exchange Commission Items 1300 through 1305 of Regulation S-K, and as a result, do not have any “proven” or “probable” reserves under such definition and are classified as an “Exploration Stage” pursuant to Items 1300 through 1305 of Regulation S-K.

 

 
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Mines:

 

The E4-2 mine is an underground mine in the Elkhorn 4 (aka the Amburgy) coal seam located near the town of Hazard, Kentucky. The E4-2 mine is mined via room-and-pillar mining methods using both continuous miners and continuous haulage systems, and the coal is belted directly from the mine to the raw coal stockpile at the Davidson Branch Preparation Plant less than a mile away. The E4-2 mine is currently a “company-run” mine, whereby the Company manages the workforce at the mine and pays all expenses of the mine. The Company acquired the E4-2 mine as an active mine, and since acquisition in September 2019, the primary work at the E4-2 mine has been rehabilitation of existing infrastructure to increase the operational efficiencies of the mine, including replacing belt structure, repairing equipment, replacing underground mining infrastructure, and installing new mining infrastructure as the mine advances due to coal extraction. The E4-2 mine has the estimated capacity to produce up to approximately 80,000 tons per month of coal.

 

Beginning in January 2020, The E4-2 mine was idled due to the adverse market effects Covid-19 global pandemic. The E4-2 Mine was restarted during March 2022 and idled due to regional flooding during October 2022.  

Processing and Transportation:

 

The Davidson Branch Preparation Plant is a 1,300 ton-per-hour coal preparation facility located near Hazard, Kentucky. The associated “Bluegrass 4” rail loadout is a batch-weight rail loadout with 135 car storage capacity and services by CSX Transportation in their Hazard/Elkhorn rate district. The Davidson Branch Preparation Plant is owned by Perry County Resources. We are currently utilizing less than 10% of the available processing capacity of the Davidson Branch Preparation Plant.

 

Both the Davidson Branch Preparation Plant and the rail loadout are operational, and any work required on any of the plant or loadouts would be routine maintenance. The allocated cost of for the property at Perry County Resources paid by the Company is $1,954,317.

 

Additional Permits:

 

In addition to the above mine, preparation facility, and related permits, Perry County Resources holds four additional coal mining permits that are idled or in development. Any idled mines that are brought into production would require significant upfront capital investment and there is no assurance of the feasibility of any such new operations.

 

The transfer of any new permits to the Company is subject to regulatory approval. This approval is subject to the review of both unabated or uncorrected violations that are listed on the Applicator Violator List. The Company, to include several of its subsidiaries, does have unabated and/or uncorrected violations that are listed on the Applicator Violator List. Should the state regulators believe that the Company is not in the process of abating or correcting the currently outstanding issues associated with their currently held permits they may choose not to issue the Company any new permits until such issues are properly rectified.

 

 
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Mineral and Surface Leases

 

Coal mining and processing involves the extraction of coal (mineral) and the use of surface property incidental to such extraction and processing. All of the mineral and surface related to the Company’s coal mining operations is leased from various mineral and surface owners (the “Leases”). The Company’s operating subsidiaries, collectively, are parties to approximately 200 various Leases and other agreements required for the Company’s coal mining and processing operations. The Leases are with a variety of Lessors, from individuals to professional land management firms such as the Roadrunner Land Company. In some instances, the Company has leases with Land Resources & Royalties LLC (LRR), a professional leasing firm that is an entity wholly owned by Wabash Enterprises Inc, an entity owned by members of Quest Energy Inc.’s management.

 

Coal Sales

 

ARC sells its coal to domestic and international customers, some which blend ARC’s coal at east coast ports with other qualities of coal for export. Coal sales currently come from the Company’s Carnegie 1 and 2 mines. The Company may, at times, purchase coal from other regional producers to sell on its contracts.

 

Competition

 

The coal industry is intensely competitive. The most important factors on which the Company competes are coal quality, delivered costs to the customer and reliability of supply. Our principal domestic competitors will include Corsa Coal Corporation, Ramaco Resources, Blackhawk Mining, Coronado Coal, Arch Resources, Contura Energy, and Warrior Met Coal. Many of these coal producers may have greater financial resources and larger coal deposit bases than we do. We also compete in international markets directly with domestic companies and with companies that produce coal from one or more foreign countries, such as China, Australia, Colombia, Indonesia and South Africa.

 

 
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Legal Proceedings

 

From time to time, we are subject to ordinary routine litigation incidental to our normal business operations.

 

Please see financial statement note 6 for detail on cases.

 

Environmental, Governmental, and Other Regulatory Matters

 

Our operations are subject to federal, state, and local laws and regulations, such as those relating to matters such as permitting and licensing, employee health and safety, reclamation and restoration of mining properties, water discharges, air emissions, plant and wildlife protection, the storage, treatment and disposal of wastes, remediation of contaminants, surface subsidence from underground mining and the effects of mining on surface water and groundwater conditions. In addition, we may become subject to additional costs for benefits for current and retired coal miners. These environmental laws and regulations include, but are not limited to, the Surface Mining Control and Reclamation Act of 1977 (SMCRA) with respect to coal mining activities and ancillary activities; the Clean Air Act (CAA) with respect to air emissions; the Clean Water Act (CWA) with respect to water discharges and the permitting of key operational infrastructure such as impoundments; Resource Conservation and Recovery RCRA with respect to solid and hazardous waste management and disposal, as well as the regulation of underground storage tanks; the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA or Superfund) with respect to releases, threatened releases and remediation of hazardous substances; the Endangered Species Act of 1973 (ESA) with respect to threatened and endangered species; and the National Environmental Policy Act of 1969 (NEPA) with respect to the evaluation of environmental impacts related to any federally issued permit or license. Many of these federal laws have state and local counterparts which also impose requirements and potential liability on our operations.

 

Compliance with these laws and regulations may be costly and time-consuming and may delay commencement, continuation or expansion of exploration or production at our facilities. They may also depress demand for our products by imposing more stringent requirements and limits on our customers’ operations. Moreover, these laws are constantly evolving and are becoming increasingly complex and stringent over time. These laws and regulations, particularly new legislative or administrative proposals, or judicial interpretations of existing laws and regulations related to the protection of the environment could result in substantially increased capital, operating and compliance costs. Individually and collectively, these developments could have a material adverse effect on our operations directly and/or indirectly, through our customers’ inability to use our products.

 

Certain implementing regulations for these environmental laws are undergoing revision or have not yet been promulgated. As a result, we cannot always determine the ultimate impact of complying with existing laws and regulations.

 

Due in part to these extensive and comprehensive regulatory requirements and ever-changing interpretations of these requirements, violations of these laws can occur from time to time in our industry and also in our operations. Expenditures relating to environmental compliance are a major cost consideration for our operations and safety and compliance is a significant factor in mine design, both to meet regulatory requirements and to minimize long-term environmental liabilities. To the extent that these expenditures, as with all costs, are not ultimately reflected in the prices of our products and services, operating results will be reduced.

 

 
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In addition, our customers are subject to extensive regulation regarding the environmental impacts associated with the combustion or other use of coal, which may affect demand for our coal. Changes in applicable laws or the adoption of new laws relating to energy production, greenhouse gas emissions and other emissions from use of coal products may cause coal to become a less attractive source of energy, which may adversely affect our mining operations, the cost structure and, the demand for coal.

 

We believe that our competitors with operations in the United States are confronted by substantially similar conditions. However, foreign producers and operators may not be subject to similar requirements and may not be required to undertake equivalent costs in or be subject to similar limitations on their operations. As a result, the costs and operating restrictions necessary for compliance with United States environmental laws and regulations may have an adverse effect on our competitive position with regard to those foreign competitors. The specific impact on each competitor may vary depending on a number of factors, including the age and location of its operating facilities, applicable legislation and its production methods.

 

The Mine Act and the MINER Act, and regulations issued under these federal statutes, impose stringent health and safety standards on mining operations. The regulations that have been adopted under the Mine Act and the MINER Act are comprehensive and affect numerous aspects of mining operations, including training of mine personnel, mining procedures, roof control, ventilation, blasting, use and maintenance of mining equipment, dust and noise control, communications, emergency response procedures, and other matters. The Mine Safety and Health Administration (MSHA) regularly inspects mines to ensure compliance with regulations promulgated under the Mine Act and MINER Act.

 

Due to the large number of mining permits held by the Company that have been previously mined and operated, there is a significant amount of environmental reclamation and remediation required by the Company to comply with local, state, and federal regulations for coal mining companies.

 

Property

 

Our principal offices are located at 12115 Visionary Way, Fishers, Indiana 46038. We pay $5,726 per month in rent for the office space and the rental lease expires December 2026. On January 1, 2022, the Company entered into an expansion lease for the site. The amended lease has a ten year term and $5,869 per month rate.

 

We also rent office space from an affiliated entity, LRR, at 11000 Highway 7 South, Kite, Kentucky 41828 and pay $1,702 per month rent and the rental lease expires January 1, 2030.

 

On August 17, 2022, American Rare Earth entered into a Commercial Land Lease sublease agreement with Land Betterment for nearly 7 acres of land for the purpose of building a commercial grade critical element purification facility. The sublease is for the period of 5 years with a rate of $3,500 a month.

 

On October 8, 2022, American Rare Earth entered into a Commercial Lease for 6,700 square feet of warehouse space for the purpose of building a commercial grade critical element purification facility. The is for the period of 2 years with a rate of $4,745.83 a month.

 

The Company also utilizes various office spaces on-site at its coal mining operations and coal preparation plant locations in eastern Kentucky, with such rental payments covered under any surface lease contracts with any of the surface land owners.

 

Employees

 

ARC, through its operating subsidiaries, employs a combination of company employees and contract labor to mine coal, process coal, and related functions. The Company is continually evaluating the use of company employees and contract labor to determine the optimal mix of each, given the needs of the Company. Currently, McCoy Elkhorn’s Carnegie 1 and 2 Mines and Perry’s E4-1 mine and are primarily run by contract labor, and the Company’s various coal preparation facilities are run by contract labor.

 

The Company currently has approximately 18 direct employees. The Company is headquartered in Fishers, Indiana with four members of the Company’s executive team based at this location.

 

 
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Results of Operations

 

Our consolidated operations had operating revenues of $8,868,456 for the three-months ended March 31, 2023 and $9,080,622 operating revenue for the three-months ended March 31, 2022. We have incurred net loss attributable to American Resources shareholders in the amount of $3,100,869 and a net loss of $2,752,902 respectively for the same periods.

 

The primary driver for increase in revenue was a increase in coal production since the Covid-19 global pandemic.

 

From our inception to-date our activities have been primarily financed from the proceeds of our acquisitions, common share equity investments and loans.

 

For the three months ended March 31, 2023 and 2022, coal sales and processing expenses were $2,705,820 and $2,890,858 respectively, development costs, including loss on settlement of ARO were $5,633,908 and $6,784,188, respectively, and production taxes and royalties $981,636 and $819,477 , respectively. Depreciation expense for the three months ended March 31, 2022 and 2022 were $13,336 and $626,042 respectively.

 

Liquidity and Capital Resources

 

As of March 31, 2023, and 2022, our available cash was $2,420,461 and $5,217,204 . We expect to fund our liquidity requirements with cash on hand, future borrowings and cash flow from operations. If future cash flows are insufficient to meet our liquidity needs or capital requirements, we may reduce our mine development and/or fund a portion of our expenditures through issuance of debt or equity securities, the entry into debt arrangements for from other sources, such as asset sales. We do not have any credit lines currently available to fund our liquidity requirements, and currently there is uncertainty regarding our ability to execute on the above strategy.

 

For the three months ending March 31, 2023 our net cash flow used in operating activities was $7,342,964 and for the period ending March 31, 2022 the net cash flow used in operating activities was $5,733,607.

 

For the three months ending March 31, 2022 and 2022 net cash provided by (used in) investing activities were $967,343 and $(792,025) respectively.

 

For the three months ending March 31, 2023 and 2022 net cash proceeds (used in) from financing activities were $(2,194,747) and $241,316 respectively.

 

As a public company, we will be subject to certain reporting and other compliance requirements of a publicly reporting company. We will be subject to certain costs for such compliance which private companies may not choose to make. We have identified such costs as being primarily for audits, legal services, filing expenses, financial and reporting controls and shareholder communications and estimate the cost to be approximately $35,000 monthly if the activities of our Company remain somewhat the same for the next few months. We have included such costs in our monthly cash flow needs and expect to pay such costs from a combination of cash from operations.

 

 
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Business Effect of Covid-19.

 

During 2022 and 2020, the worldwide COVID-19 outbreak has resulted in muted demand for infrastructure and steel products and their necessary inputs including Metallurgical coal. These recent developments are expected to result in lower sales and gross margins. Because of the adverse market conditions caused by the global pandemic the Company’s operations were idled in January 2020 and resumed during December 2020. Additionally, supply chain constraints are persistent in all parts of our business.

 

Off Balance Sheet Arrangements

 

We do not have any off-balance sheet arrangements that we are required to disclose pursuant to these regulations. In the ordinary course of business, we enter into operating lease commitments, purchase commitments and other contractual obligations. These transactions are recognized in our financial statements in accordance with generally accepted accounting principles in the United States.

 

Critical Accounting Policies

 

The preparation of financial statements requires management to utilize estimates and make judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. These estimates are based on historical experience and on various other assumptions that management believes to be reasonable under the circumstances. The estimates are evaluated by management on an ongoing basis, and the results of these evaluations form a basis for making decisions about the carrying value of assets and liabilities that are not readily apparent from other sources. Although actual results may differ from these estimates under different assumptions or conditions, management believes that the estimates used in the preparation of our financial statements are reasonable. The critical accounting policies affecting our financial reporting are summarized in Note 1 to the financial statements included elsewhere in this report.

 

Recent Accounting Pronouncements

 

None.

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

 

Because we are a smaller reporting company, we are not required to include any disclosure under this item.

 

 
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Item 4. Controls and Procedures

 

(a) Management’s Conclusions Regarding Effectiveness of Disclosure Controls and Procedures.

 

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

 

With respect to the period ending March 31, 2023, under the supervision and with the participation of our management, we conducted an evaluation of the effectiveness of the design and operations of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934.

 

Based upon our evaluation regarding the period ending March 31, 2023, the Company’s management, including its Chief Executive Officer and Chief Financial Officer, has concluded that its disclosure controls and procedures were not effective due to the Company’s insufficient number of staff performing accounting and reporting functions and lack of timely reconciliations. Through the use of external consultants and the review process, management believes that the financial statements and other information presented herewith are materially correct.

 

The Company’s disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives. However, the Company’s management, including its Chief Executive Officer and Chief Financial Officer, does not expect that its disclosure controls and procedures will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefit of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

 

(b) Changes in Internal Controls.

 

There have been no changes in the Company’s internal control over financial reporting during the period ended March 31, 2023 that have materially affected the Company’s internal controls over financial reporting.

 

 
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PART II. OTHER INFORMATION

 

Item 1. Legal Proceedings

 

From time to time, we are subject to ordinary routine litigation incidental to our normal business operations.

 

Please see financial statement note 6 for detail on cases.

 

Item 1A. Risk Factors

 

Not applicable.

 

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

 

None.

 

Item 3. Defaults upon Senior Securities

 

None.

 

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

 

None.

 

 
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Item 6. Exhibits

 

The following exhibits are filed herewith except as otherwise noted:

 

Exhibit

Number

 

Description

 

Location Reference

 

3.1

 

Articles of Incorporation of Natural Gas Fueling and Conversion Inc.

 

Incorporated herein by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1, filed with the SEC on November 27, 2013.

3.2

 

Amended and Restated Articles of Incorporation of NGFC Equities Inc.

 

Incorporated herein by reference to Exhibit 3.1 to the Company’s 8k filed on February 25, 2015.

3.3

 

Articles of Amendment to Articles of Incorporation of NGFC Equities, Inc.

 

Incorporated herein by reference to Exhibit 10.2 to the Company’s Form 8-K on February 21, 2017.

3.4

 

Articles of Amendment to Articles of Incorporation of American Resources Corporation dated March 21, 2017.

 

Incorporated herein by reference to Exhibit 3.4 to the Company’s Form 10-Q, filed with the SEC on February 20, 2018.

3.5

 

Bylaws of Natural Gas Fueling and Conversion Inc.

 

Incorporated herein by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1, filed with the SEC on November 27, 2013.

3.6

 

Bylaws, of NGFC Equities Inc., as amended and restated.

 

Incorporated herein by reference to Exhibit 3.2 to the Company’s 8k filed on February 25, 2015.

3.7

 

Articles of Amendment to Articles of Incorporation of American Resources Corporation dated November 8, 2018.

 

Filed as Exhibit 99.1 to the Company’s 8k filed on November 13, 2018, incorporated herein by reference.

3.8

 

Bylaws of American Resources Corporation, as amended and restated

 

Incorporated herein by reference to Exhibit 99.2 to the Company’s 8k filed on November 13, 2018.

4.1

 

Common Stock Purchase Warrant “B-4” dated October 4, 2017

 

Incorporated herein by reference to Exhibit 4.1 to the Company’s 8k filed on October 11, 2017.

4.2

 

Common Stock Purchase Warrant “C-1” dated October 4, 2017

 

Incorporated herein by reference to Exhibit 4.2 to the Company’s 8k filed on October 11, 2017.

4.3

 

Common Stock Purchase Warrant “C-2” dated October 4, 2017

 

Incorporated herein by reference to Exhibit 4.3 to the Company’s 8k filed on October 11, 2017.

4.4

 

Common Stock Purchase Warrant “C-3” dated October 4, 2017

 

Incorporated herein by reference to Exhibit 4.4 to the Company’s 8k filed on October 11, 2017.

4.5

 

Common Stock Purchase Warrant “C-4” dated October 4, 2017

 

Incorporated herein by reference to Exhibit 4.5 to the Company’s 8k filed on October 11, 2017.

4.6

 

Promissory Note for $600,000.00 dated October 4, 2017

 

Incorporated herein by reference to Exhibit 4.6 to the Company’s 8k filed on October 11, 2017.

4.7

 

Promissory Note for $1,674,632.14 dated October 4, 2017

 

Incorporated herein by reference to Exhibit 4.7 to the Company’s 8k filed on October 11, 2017.

4.8

 

Loan Agreement for up to $6,500,000 dated December 31, 2018

 

Incorporated herein by reference to Exhibit 99.1 to the Company’s 8k filed on January 3, 2019.

4.9

 

Promissory Note for up to $6,500,000 dated December 31, 2018

 

Incorporated herein by reference to Exhibit 99.2 to the Company’s 8k filed on January 3, 2019.

10.1

 

Secured Promissory Note

 

Incorporated herein by reference to Exhibit 99.1 to the Company’s 8k filed on May 15, 2018.

10.2

 

Security Agreement

 

Incorporated herein by reference to Exhibit 99.2 to the Company’s 8k filed on May 15, 2018.

10.3

 

Pledge Agreement

 

Incorporated herein by reference to Exhibit 99.3 to the Company’s 8k filed on May 15, 2018.

10.4

 

Guaranty Agreement

 

Incorporated herein by reference to Exhibit 99.4 to the Company’s 8k filed on May 15, 2018.

10.5

 

Bill of Sale

 

Incorporated herein by reference to Exhibit 99.5 to the Company’s 8k filed on May 15, 2018.

10.6

 

Sublease Agreement Between Colonial Coal Company, Inc. and McCoy Elkhorn Coal LLC

 

Incorporated herein by reference to Exhibit 99.1 to the Company’s 8k filed on May 1, 2018

10.7

 

Interim Operating Agreement

 

Incorporated herein by reference to Exhibit 99.2 to the Company’s 8k filed on May 1, 2018

10.8

 

Consolidated and Restated Loan and Security Agreement dated October 4, 2017

 

Incorporated herein by reference to Exhibit 10.1 to the Company’s 8k filed on October 11, 2017

10.9

 

Asset Purchase Agreement between Wyoming County Coal LLC and Thomas Shelton dated November 7, 2018

 

Incorporated herein by reference to Exhibit 10.9 to the Company’s registration statement filed on December 11, 2018.

 

 

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10.10

 

Asset Purchase Agreement between Wyoming County Coal LLC and Synergy Coal, LLC dated November 7, 2018

 

Incorporated herein by reference to Exhibit 10.10 to the Company’s registration statement filed on December 11, 2018.

10.11

 

Security Agreement

 

Incorporated herein by reference to Exhibit 99.3 to the Company’s 8k filed on January 3, 2019.

10.12

 

Purchase Order

 

Incorporated herein by reference to Exhibit 99.4 to the Company’s 8k filed on January 3, 2019.

10.13

 

Employment Agreement with Mark C. Jensen

 

Incorporated herein by reference to Exhibit 10.13 to the Company’s registration statement filed on February 6, 2019.

10.14

 

Employment Agreement with Thomas M. Sauve

 

Incorporated herein by reference to Exhibit 10.14 to the Company’s registration statement filed on February 6, 2019.

10.15

 

Employment Agreement with Kirk P. Taylor

 

Incorporated herein by reference to Exhibit 10.15 to the Company’s registration statement filed on February 6, 2019.

10.16

 

Employee Stock Option Plan

 

Incorporated herein by reference to Exhibit 10.16 to the Company’s registration statement filed on February 6, 2019.

10.17

 

Letter of Intent

 

Incorporated herein by reference to Exhibit 10.17 to the Company’s registration statement filed on February 6, 2019.

10.18

 

Merger Agreement with Colonial Coal

 

Incorporated herein by reference to Exhibit 10.18 to the Company’s registration statement filed on February 14, 2019.

10.19

 

Share Exchange Agreement to replace Merger Agreement with Colonial Coal

 

Incorporated herein by reference to Exhibit 10.19 to the Company’s registration statement filed on February 14, 2019.

14.1

 

Code of Conduct

 

Incorporated herein by reference to Exhibit 99.2 to the Company’s 8k filed on November 13, 2018.

14.2

 

Financial Code of Ethics

 

Incorporated herein by reference to Exhibit 99.3 to the Company’s 8k filed on November 13, 2018.

21.1

 

Subsidiaries of the Registrant

 

Filed Herewith

31.1

 

Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

Filed Herewith

31.2

 

Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

Filed Herewith

32.1

 

Certification of the Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

Filed Herewith

32.2

 

Certification of the Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

Filed Herewith

95.1

 

Mine Safety Disclosure pursuant to Regulation S-K, Item 104

 

Filed Herewith

 

101.INS

 

Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

101.SCH

 

Inline XBRL Taxonomy Extension Schema Document

101.CAL

 

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

 

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

 

Inline XBRL Taxonomy Extension Labels Linkbase Document

101.PRE

 

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104

 

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

 

 
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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.

 

 

AMERICAN RESOURCES CORPORATION

 

Date: May 15, 2023

By:

/s/ Mark C. Jensen

 

Name:

Mark C. Jensen

 

Title:

CEO, Chairman of the Board

 

(Principal Executive Officer)

 

 
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