# Ramaco Resources, Inc.: Form 10-Q for the period ended Mar 31, 2023

- Company: [Ramaco Resources, Inc.](/companies/metc.md) (CIK 1687187)
- Form: 10-Q
- Filed: 2023-05-09
- Accepted by EDGAR: May 9, 2023, 16:10 ET
- Period: 2023-03-31
- Accession: 0001558370-23-008818
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1687187/000155837023008818/metc-20230331x10q.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1687187/000155837023008818/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2023-03-31.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2023-01-01 to 2023-03-31 | $166.4m | us-gaap:RevenueFromContractWithCustomerIncludingAssessedTax |
| Cost of revenue | 3 months, 2023-01-01 to 2023-03-31 | $110.5m | us-gaap:CostOfGoodsAndServicesSold |
| Selling, general and administrative | 3 months, 2023-01-01 to 2023-03-31 | $11.7m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Operating income | 3 months, 2023-01-01 to 2023-03-31 | $31.9m | us-gaap:OperatingIncomeLoss |
| Income tax | 3 months, 2023-01-01 to 2023-03-31 | $5.5m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2023-01-01 to 2023-03-31 | $25.3m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2023-01-01 to 2023-03-31 | $0.57 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2023-01-01 to 2023-03-31 | $0.57 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2023-01-01 to 2023-03-31 | 44,692 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 3 months, 2023-01-01 to 2023-03-31 | $21.4m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 3 months, 2023-01-01 to 2023-03-31 | $23.5m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Dividends paid | 3 months, 2023-01-01 to 2023-03-31 | $5.6m | us-gaap:PaymentsOfDividends |
| Cash and equivalents | at 2023-03-31 | $36.6m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2023-03-31 | $177.7m | us-gaap:AssetsCurrent |
| Total assets | at 2023-03-31 | $641.3m | us-gaap:Assets |
| Current liabilities | at 2023-03-31 | $151.2m | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2023-03-31 | $304.4m | us-gaap:Liabilities |
| Long-term debt | at 2023-03-31 | $45.6m | us-gaap:LongTermDebtNoncurrent |
| Current portion of debt | at 2023-03-31 | $29.7m | us-gaap:LongTermDebtCurrent |
| Shareholders' equity | at 2023-03-31 | $336.9m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 19,220 characters.

*The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in our Annual Report, as well as the financial statements and related notes appearing elsewhere in this Quarterly Report. The following discussion contains forward-looking statements that reflect our future plans, estimates, beliefs and expected performance. The forward-looking statements are dependent upon events, risks and uncertainties that may be outside our control. We caution you that our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to such differences are discussed elsewhere in this Quarterly Report, particularly in the “Cautionary Note Regarding Forward-Looking Statements” and in our Annual Report and in this Quarterly Report under the heading “Item 1A. Risk Factors,” all of which are difficult to predict. In light of these risks, uncertainties and assumptions, the forward-looking events discussed may not occur. We do not undertake any obligation to publicly update any forward-looking statements except as otherwise required by applicable law.*

### Overview

We are an operator and developer of high-quality, low-cost metallurgical coal in southern West Virginia, southwestern Virginia, and southwestern Pennsylvania. Our executive offices are located in Lexington, Kentucky, with operational offices in Charleston, West Virginia and Sheridan, Wyoming. We are a pure play metallurgical coal company with 62 million reserve tons and 1,156 million of measured and indicated resource tons of high-quality metallurgical coal.

Our development portfolio primarily includes the following properties: Elk Creek, Berwind, Knox Creek and RAM Mine. We believe each of these properties possesses geologic and logistical advantages that make our coal among the lowest delivered-cost U.S. metallurgical coal to our domestic target customer base, North American blast furnace steel mills and coke plants, as well as international metallurgical coal consumers. We also control mineral deposits near Sheridan, Wyoming as part of the Company’s initiatives regarding the potential recovery of rare earth elements as well as the potential commercialization of coal-to-carbon-based products and materials.

On July 10, 2022, the Company experienced a methane ignition at the Berwind No. 1 mine, which was one of the active mines at our Berwind mining complex. The other mines resumed production while the Berwind No. 1 mine was idled until a full investigation could be conducted. There were no personnel in the mine at the time of the incident and no injuries or fatalities occurred. Production from the Berwind No. 1 mine restarted in the first quarter of 2023.

Renewed global economic concerns, including those related to the military conflict involving Russia and Ukraine, have caused volatility in the commodity markets. This volatility, including market expectations of potential changes in coal prices and inflationary pressures on steel products, has had a significant effect on market prices and may affect overall demand for our coal as well as the cost of supplies and equipment.

During the first quarter of 2023, we sold 0.8 million tons of coal and recognized $166.4 million of revenue. Of this amount, 24% was sold in North American markets, including Canada, and 76% was sold into export markets. During the same period of 2022, we sold 0.6 million tons of coal and recognized $154.9 million of revenue. Of this amount, 39% of our sales were sold in North American markets, including Canada, with the remaining 61% being sold into the export markets.

As of March 31, 2023, the Company had outstanding performance obligations of approximately 1.9 million tons for contracts with fixed sales prices averaging $197 per ton, excluding freight, which will generally be satisfied within the next year, and 0.8 million tons for contracts with index-based pricing mechanisms.

### Recent Developments

The Company continues to assess its potential rare earth element deposit in Wyoming, and core analysis performed to date shows high relative concentrations of heavy rare earth elements such as Terbium and Dysprosium as well as lighter rare earth elements such as Neodymium and Praseodymium. Refer to the Company’s Current Report on Form 8-K filed on May 3, 2023 for additional information. The exploration target does not represent, and should not be construed to be, a mineral resource or mineral reserve as such terms are used in subpart 1300 of Regulation S-K.

### Results of Operations

*(In thousands, except per share amounts)*

| ​ ​ ​ | ​ ​ ​ | ​ ​ Three months ended March 31, 2023 ​ ​ | ​ ​ | ​ ​ 2022 ​ ​ | ​ ​ ​ | ​ ​ ​ |
| --- | --- | ---: | --- | --- | --- | --- |
| Revenue | ​ | $166,360 | ​ | $154,882 | ​ | ​ |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ |
| Costs and expenses | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ |
| Cost of sales (exclusive of items shown separately below) | ​ | 110,549 |  | ​ 81,253 |  |  |
| Asset retirement obligations accretion | ​ | ​ 350 |  | ​ 235 |  |  |
| Depreciation, depletion, and amortization | ​ | 11,852 | ​ | ​ 8,680 | ​ | ​ |
| Selling, general and administrative expenses | ​ | 11,742 | ​ | ​ 11,824 | ​ | ​ |
| Total costs and expenses | ​ | 134,493 | ​ | ​ 101,992 | ​ | ​ |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ |
| Operating income | ​ | 31,867 |  | ​ 52,890 |  |  |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ |
| Other income, net | ​ | 1,247 | ​ | ​ 366 | ​ | ​ |
| Interest expense, net | ​ | (2,309) | ​ | ​ (1,130) | ​ | ​ |
| Income before tax | ​ | ​ 30,805 | ​ | ​ 52,126 | ​ | ​ |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ |
| Income tax expense | ​ | 5,548 |  | ​ 10,655 |  |  |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ |
| Net income | ​ | $25,257 | ​ | $41,471 | ​ | ​ |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ |
| Earnings per common share | **​** | ​ ​ | ​ | ​ ​ | **​** | ​ |
| Basic | ​ | $0.57 | ​ | $0.94 | ​ | ​ |
| Diluted | ​ | $0.57 | ​ | $0.92 | ​ | ​ |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ |
| Adjusted EBITDA | ​ | $48,253 | ​ | $64,058 | ​ | ​ |

During the three months ended March 31, 2023, our net income and Adjusted EBITDA were lower compared to the same period in 2022, which was largely due to lower margins on coal sales driven by the negative impact of pricing.

#### Three Months Ended March 31, 2023 Compared to Three Months Ended March 31, 2022

*Revenue*. Our revenue includes sales of Company produced coal and coal purchased from third parties. We include amounts billed by us for transportation to our customers within revenue and transportation costs incurred within cost of sales.

Coal sales information is summarized as follows:

*(In thousands)*

| ​ ​ Company Produced | ​ ​ | ​ ​ Three months ended March 31, 2023 ​ | ​ | ​ ​ 2022 ​ | ​ | ​ ​ Increase (Decrease) ​ |
| --- | --- | ---: | --- | ---: | --- | ---: |
| Coal sales revenue | ​ | $158,959 | ​ | $150,929 | ​ | $8,030 |
| Tons sold | ​ | 727 | ​ | 573 | ​ | 154 |
| Purchased from Third Parties | ​ |  | ​ |  | ​ |  |
| Coal sales revenue | ​ | $7,401 | ​ | $3,953 | ​ | $3,448 |
| Tons sold | ​ | ​ 29 | ​ | 10 | ​ | 19 |
| Totals | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| Coal sales revenue | ​ | $166,360 | ​ | $154,882 | ​ | $11,478 |
| Tons sold | ​ | 757 | ​ | 583 | ​ | 173 |

Coal sales revenue in the first quarter of 2023 was $166.4 million, which increased 7% compared to the first quarter of 2022, despite the negative impact of pricing, due to the increase in tons sold. Revenue per ton sold decreased 17% from $266 per ton in 2022 to $220 per ton in 2023. Revenue per ton sold (FOB mine), which excludes transportation revenues, decreased 20% from $236 per ton in 2022 to $188 per ton in 2023.

During the second quarter of 2023, U.S. metallurgical coal spot pricing declined almost 25% from first quarter 2023 averages on the back of renewed global economic concerns. If indices remain at such levels for the duration of the second quarter, the Company estimates that average pricing for the second quarter could fall roughly 10% from first quarter levels.

*Cost of sales.* Our cost of sales totaled $110.5 million for the first quarter of 2023 as compared to $81.3 million for the first quarter of 2022. The 36% increase versus the prior year was driven by the increase in tons sold. Total cost per ton sold increased 5% from $139 per ton in 2022 to $146 per ton in 2023. Total *cash* cost per ton sold *(FOB mine)*, which excludes transportation costs and idle mine costs related to the Berwind ignition event, was flat year-to-year at $110 per ton sold.

*Asset retirement obligation accretion.* Asset retirement obligation accretion was $0.4 million for the three-month period ended March 31, 2023 and $0.2 million for the three-month period ended March 31, 2022.

*Depreciation, depletion, and amortization.* Depreciation, depletion, and amortization expense totaled $11.9 million and $8.7 million for the three-month periods ended March 31, 2023 and March 31, 2022, respectively. The increase was primarily due to additional mining equipment placed in service as well as new equipment leases compared to the previous year.

*Selling, general and administrative.* Selling, general and administrative expenses were nearly flat year over year.

*Other income, net.* Other income was $1.2 million for the three months ended March 31, 2023 compared to $0.4 million for the same period in 2022.

*Interest expense, net.* Interest expense, net was approximately $2.3 million during the three months ended March 31, 2023 compared to $1.1 million during the same period in 2022. The increase in interest expense is generally due to higher debt levels, including debt incurred to finance acquisitions in the second and third quarters of 2022.

*Income tax expense.* The effective tax rate for the three months ended March 31, 2023 and March 31, 2022 was 18.0% and 19.5%, respectively. The primary difference from the federal statutory rate of 21% in each period is related to state taxes, non-deductible expenses, the foreign derived intangible income deduction, and depletion expense for income tax purposes.

### Liquidity and Capital Resources

At March 31, 2023, we had $36.6 million of cash and cash equivalents and $28.8 million available under our Revolving Credit Facility for future borrowings. In the first quarter of 2023, the Company entered into an arrangement whereby our cash and cash equivalents are placed at various banks in amounts no greater than the $250,000 FDIC insured limit to help safeguard against potential losses in the financial sector.

#### Significant sources and uses of cash during the first three months of 2023

Sources of cash:

- Cash flows from operating activities were $21.4 million driven by cash earnings and the increase in accounts payable during the quarter. These activities were offset partially by the increase in accounts receivable during the first quarter of 2023 driven by the increase in revenues compared to the fourth quarter of 2022.
- Net borrowings from the Revolving Credit Facility increased by $25.0 million (gross proceeds of $45.0 million less repayments of $20.0 million). Proceeds were used to pay down $10.0 million of related party debt (below) as well as for the management of our normal operating cash position.

Uses of cash:

- Capital expenditures were $23.5 million driven by growth projects
- We made repayments of $10.0 million and $2.4 million against debt incurred from the 2022 acquisitions of Ramaco Coal (a related party) and Maben assets, respectively.
- We paid dividends of $5.6 million.

#### Future sources and uses of cash

Our primary use of cash includes capital expenditures for mine development, ongoing operating expenses and deferred cash payments in connection with the Ramaco Coal and Maben Coal acquisitions. We expect to fund our capital and liquidity requirements with cash on hand, borrowings under the Revolving Credit Facility, and projected cash flow from operations. Factors that could adversely impact our future liquidity and ability to carry out our capital expenditure program include the following:

- Timely delivery of our product by rail and other transportation carriers;
- Late payments of accounts receivable by our customers;
- Cost overruns in our purchases of equipment needed to complete our mine development plans;
- Delays in completion of development of our various mines, processing plants and refuse disposal facilities, which would reduce the coal we would have available to sell and our cash flow from operations; and
- Adverse changes in the metallurgical coal markets that would reduce the expected cash flow from operations.

If future cash flows were to become insufficient to meet our liquidity needs or capital requirements, due to changes in macroeconomic conditions or otherwise, we may reduce our expected level of capital expenditures for new mine production and/or fund a portion of our capital expenditures through the issuance of debt or equity securities, new debt arrangements, or from other sources such as asset sales.

#### Indebtedness

Refer to Note 4 of Part I, Item 1 for information regarding the Company’s indebtedness. During April 2023, shortly after the balance sheet date, the Company repaid $15.0 million of its outstanding borrowings under the Revolving Credit Facility using funds from current operations.

### Critical Accounting Estimates

A discussion of our critical accounting policies is included in the Annual Report. There were no material changes to our critical accounting policies during the first quarter of 2023.

### Off-Balance Sheet Arrangements

A discussion of off-balance sheet arrangements is included in the Annual Report. There were no material changes during the first quarter of 2023.

### Non-GAAP Financial Measures

*Adjusted EBITDA -* Adjusted EBITDA is used as a supplemental non-GAAP financial measure by management and external users of our financial statements, such as industry analysts, investors, lenders and rating agencies. We believe Adjusted EBITDA is useful because it allows us to more effectively evaluate our operating performance.

We define Adjusted EBITDA as net income plus net interest expense; stock-based compensation expense; depreciation, depletion, and amortization expenses; income taxes; accretion of asset retirement obligations; and, when applicable, certain non-operating expenses (charitable contributions). A reconciliation of net income to Adjusted EBITDA is included below. Adjusted EBITDA is not intended to serve as a substitute to U.S. GAAP measures of performance and may not be comparable to similarly-titled measures presented by other companies.

*(In thousands)*

| ​ ​ Reconciliation of Net Income to Adjusted EBITDA | ​ ​ | ​ ​ Three months ended March 31, 2023 ​ | ​ | ​ ​ 2022 ​ | ​ ​ ​ |
| --- | --- | ---: | --- | ---: | --- |
| Net income | ​ | $25,257 | ​ | $41,471 | ​ |
| Depreciation, depletion, and amortization | ​ | 11,852 | ​ | 8,680 | ​ |
| Interest expense, net | ​ | 2,309 | ​ | 1,130 | ​ |
| Income tax expense | ​ | 5,548 | ​ | 10,655 | ​ |
| EBITDA | ​ | 44,966 | ​ | 61,936 | ​ |
| Stock-based compensation | ​ | 2,937 | ​ | 1,887 | ​ |
| Accretion of asset retirement obligation | ​ | 350 | ​ | 235 | ​ |
| Adjusted EBITDA | ​ | $48,253 | ​ | $64,058 | ​ |

*Non-GAAP revenue per ton -* Non-GAAP revenue per ton (FOB mine) is calculated as coal sales revenue less transportation costs, divided by tons sold. We believe revenue per ton (FOB mine) provides useful information to investors as it enables investors to compare revenue per ton we generate against similar measures made by other publicly-traded coal companies and more effectively monitor changes in coal prices from period to period excluding the impact of transportation costs which are beyond our control. The adjustments made to arrive at these measures are significant in understanding and assessing our financial performance. Revenue per ton sold (FOB mine) is not a measure of financial performance in accordance with U.S. GAAP and, therefore, should not be considered as a substitute to revenue under U.S. GAAP.

*(In thousands, except per ton amounts)*

| ​ ​ ​ ​ | ​ ​ ​ ​ | ​ ​ Three months ended March 31, 2023 Company Produced ​ ​ | ​ ​ ​ | ​ ​ Purchased Coal ​ ​ | ​ ​ ​ | ​ ​ ​ ​ Total ​ ​ | ​ ​ ​ ​ | ​ ​ Three months ended March 31, 2022 Company Produced ​ ​ | ​ ​ ​ | ​ ​ Purchased Coal ​ ​ | ​ ​ ​ | ​ ​ ​ ​ Total ​ ​ |
| --- | --- | ---: | --- | ---: | --- | ---: | --- | ---: | --- | ---: | --- | ---: |
| Revenue | ​ | $158,959 | ​ | $7,401 | ​ | $166,360 | ​ | $150,929 | ​ | $3,953 | ​ | $154,882 |
| Less: Adjustments to reconcile to Non-GAAP revenue (FOB mine) | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| Transportation costs | ​ | (24,270) | ​ | (176) | ​ | (24,446) | ​ | (17,131) | ​ | (239) | ​ | (17,370) |
| Non-GAAP revenue (FOB mine) | ​ | $134,689 | ​ | $7,225 | ​ | $141,914 | ​ | $133,798 | ​ | $3,714 | ​ | $137,512 |
| Tons sold | ​ | 727 | ​ | 29 | ​ | 757 | ​ | 573 | ​ | 10 | ​ | 583 |
| Revenue per ton sold (FOB mine) | ​ | $185 | ​ | $245 | ​ | $188 | ​ | $234 | ​ | $354 | ​ | $236 |

*Non-GAAP cash cost per ton sold -* Non-GAAP cash cost per ton sold is calculated as cash cost of sales less transportation costs and idle mine costs, divided by tons sold. We believe cash cost per ton sold provides useful information to investors as it enables investors to compare our cash cost per ton against similar measures made by other publicly-traded coal companies and more effectively monitor changes in coal cost from period to period excluding the impact of transportation costs which are beyond our control. The adjustments made to arrive at these measures are significant in understanding and assessing our financial performance. Cash cost per ton sold is not a measure of financial performance in accordance with U.S. GAAP and, therefore, should not be considered as a substitute to cost of sales under U.S. GAAP.

*(In thousands, except per ton amounts)*

| ​ ​ ​ ​ | ​ ​ ​ ​ | ​ ​ Three months ended March 31, 2023 Company Produced ​ ​ | ​ ​ ​ | ​ ​ Purchased Coal ​ ​ | ​ ​ ​ | ​ ​ ​ ​ Total ​ ​ | ​ ​ ​ ​ | ​ ​ Three months ended March 31, 2022 Company Produced ​ ​ | ​ ​ ​ | ​ ​ Purchased Coal ​ ​ | ​ ​ ​ | ​ ​ ​ ​ Total ​ ​ |
| --- | --- | ---: | --- | ---: | --- | ---: | --- | ---: | --- | ---: | --- | ---: |
| Cost of sales | ​ | $104,246 | ​ | $6,303 | ​ | $110,549 | ​ | $77,863 | ​ | $3,390 | ​ | $81,253 |
| Less: Adjustments to reconcile to Non-GAAP cash cost of sales | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| Transportation costs | ​ | (24,347) | ​ | (134) | ​ | (24,481) | ​ | (17,134) | ​ | (239) | ​ | (17,373) |
| Idle mine costs | ​ | (2,559) | ​ | ​ — | ​ | ​ (2,559) | ​ | ​ — | ​ | ​ — | ​ | ​ — |
| Non-GAAP cash cost of sales | ​ | $77,340 | ​ | $6,169 | ​ | $83,509 | ​ | $60,729 | ​ | $3,151 | ​ | $63,880 |
| Tons sold | ​ | 727 | ​ | 29 | ​ | 757 | ​ | 573 | ​ | 10 | ​ | 583 |
| Cash cost per ton sold | ​ | $106 | ​ | $209 | ​ | $110 | ​ | $106 | ​ | $300 | ​ | $110 |

## Market risk

As filed, 138 characters.

Disclosures about market risk are included in Item 7A, “Quantitative and Qualitative Disclosures about Market Risk,” of our Annual Report.

## Controls and procedures

As filed, 2,766 characters.

### Disclosure Controls and Procedures

As required by Rule 13a-15(b) of the Exchange Act, we have evaluated, under the supervision and with the participation of our management, including our chief executive officer, who serves as our principal executive officer, and chief financial officer, who serves as our principal financial officer, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this quarterly report. Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosures, and is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Based upon that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this quarterly report.

### Changes in Internal Control over Financial Reporting

There were no changes in our system of internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the quarter ended March 31, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

### Inherent Limitations on Effectiveness of Controls and Procedures

We regularly review our system of internal control over financial reporting and make changes to our processes and systems to improve controls and increase efficiency, while ensuring that we maintain an effective internal control environment. Changes may include such activities as implementing new, more efficient systems, consolidating activities, and migrating processes.

Our senior members of management do not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

## Risk factors

As filed, 725 characters.

In addition to the other information set forth in this Quarterly Report, you should carefully consider the risk factors and other cautionary statements described under the heading “Item 1A. Risk Factors” included in our Annual Report and the risk factors and other cautionary statements contained in our other SEC filings, which could materially affect our business, financial condition, cash flows or future results of operations.

Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results. There have been no material changes in our risk factors from those described in our Annual Report.

Filed May 9, 2023.
Source: SEC EDGAR, the filing index for accession 0001558370-23-008818. Last ingested by Listed: Nov 3, 2026, 20:51 ET. No prices; not investment advice.