8-K
American Resources Corp (AREC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest event Reported): August 16, 2021
AMERICAN RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)
| Florida<br><br><br>(State<br>or other jurisdiction<br><br><br>of<br>incorporation) | 000-55456<br><br><br>(Commission<br><br><br>File<br>Number) | 46-3914127<br><br><br>(I.R.S.<br>Employer<br><br><br>Identification<br>No.) |
|---|
12115 Visionary Way, Suite 174, Fishers Indiana, 46038
(Address of principal executive offices)
(317) 855-9926
(Registrant’s telephone number, including area code)
________________________________________________
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See: General Instruction A.2. below):
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR240.13e-4(c))
Item 2.02. Results of Operations and Financial Condition.
On August 16, 2021, American Resources Corporation (or the “Company”) issued a press release to announce the reporting of the Company’s financial and operating results for the second quarter of 2021 (the “Earnings Release”), and to provide a business outlook.
The information presented in Item 2.02 of this Current Report on Form 8-K and Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, unless the Company specifically states that the information is to be considered “filed” under the Exchange Act or specifically incorporates it by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act.
A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are attached hereto and filed herewith.
| Exhibit No. | Description |
|---|---|
| 99.1 | Earnings Release Dated August 16, 2021 |
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 hereunto duly authorized.
| American Resources<br>Corporation | ||
|---|---|---|
| Date: August 16,<br>2021 | By: | /s/ Mark C.<br>Jensen |
| Mark C.<br>Jensen | ||
| Chief Executive<br>Officer |
arec_ex991
Exhibit 99.1
American Resources Corporation Reports Second Quarter 2021 Financial Results and Provides Business Outlook
Company aligned with major U.S. priorities in both infrastructure and electrification
Significant execution over the first half of the year has positioned the Company to be a low-cost, stable provider of raw materials to high-growth markets
Company seeing significant increasing demand; Major offtake partner increases annual purchase order by 20 percent
Recent balance sheet improvements provides financial strength and flexibility to execute on its innovation, collaboration and growth plans
Company to host update conference call today at 4:30 PM ET
August 16, 2021 | Source: American Resources Corporation
FISHERS, INDIANA / ACCESSWIRE / August 16, 2021 / American Resources Corporation (NASDAQ:AREC) (“American Resources” or the “Company”), a next generation and socially responsible supplier of raw materials to the new infrastructure and electrification marketplace, today reported its second quarter of 2021 financial results and provided a corporate update.
Mark Jensen, Chairman and CEO of American Resources Corporation commented, “Over the course of the second quarter of 2021, we continued to position our Company to be one of the most unique growth platforms to reposition old-world, legacy assets to strategically align with a more modern economy. While the first quarter of this year highlighted the advancement of our American Rare Earth division by acquiring and synthesizing an innovative suite of technologies to establish what we believe will be the most sustainable and environmentally safe sources of critical and rare earth elements, our second quarter clearly demonstrated our commitment and ability to efficiently commercialize our technologies and processes. Our American Carbon division continued its production ramp up and expansion throughout the quarter following our deliberate steps to restructure its operations post acquisition and is on track to continue to scale organically to meet the demands of the market and drive significant revenue growth. Additionally, we had the opportunity to further strengthen our balance sheet, which will allow us to be more opportunistic and effective in achieving our goals.”
Second Quarter 2021 Key Highlights
●
Advanced fly ash sampling program in conjunction with 2kW mobile electrolytic cell rare earth element (REE) processing plant where the Company has been working with various parties which control large deposits of fly ash to explore solutions to reprocess the ash to create several monetizable products.
●
Selected as a member of the Consortium to Assess Northern Appalachia Resource Yield (CANARY) by the Department of Energy’s National Energy Technical Laboratory (NETL) for an award targeting REE and critical mineral recoveries from waste streams.
●
Significantly expanded existing sponsored research program with Purdue University specific to the purification of critical and rare earth elements using ligand assisted displacement (“LAD”) chromatography to further refine the process and technology to also include the recycling, reprocessing and purification of critical and REEs from lithium-ion batteries and coal waste and byproducts, in addition to waste permanent magnets.
●
Secured expertise to oversee the build phase and implementation of its 2kW mobile electrolytic cell rare earth element processing plant which represents another step forward in the commercialization of its acquired technology and patents from Ohio University in addition to its research partnership with Texas Tech University.
●
Successfully achieved a high purity of the REE Neodymium (Nd), using its exclusively-licensed LAD chromatography process and technology in conjunction with its sponsored research partnership with Purdue University.
●
Raised $30.1 million of gross proceeds from the issuance and sale of 8.6 million shares of the Company’s common stock to institutional investors through a registered direct offering.
●
Added to the Russell Microcap® Index as part of the annual reconstitution.
●
Further developed aftermarket distribution channels for waste permanent magnets and waste lithium-ion batteries to be recycled for their inherent rare earth elements and critical minerals.
“Looking forward to the remainder of 2021 and beyond, we remain extremely excited and optimistic about the opportunities that lie ahead of us throughout all of our operating divisions. We feel we are highly aligned with our national priorities in terms of infrastructure and the growth of the electrification market. Our American Carbon division, with one of the largest metallurgical carbon growth platforms in the industry, had a solid quarter of production at Perry County Resources to build some inventory and begin initial stoker carbon sales. Our PCI shipments are beginning to a larger extent in this third quarter of 2021 and our main base-load, offtake partner recently expanded their purchase order by an additional twenty percent. Our sights are now set to restart our McCoy Elkhorn complex during the second half of 2021 as metallurgical carbon market conditions have materially improved. We have experienced some labor challenges, like so many industries nationwide, as some workers have decided to remain on extended unemployment benefits. Given the labor constraints which essentially slowed our results by approximately a quarter, we are now expecting our full-year 2021 revenues to be in the range of $35 million to $60 million as a whole, but are confident in our ramp up leading into the 2022 year,” continued Mr. Jensen.
“American Rare Earth represents a very strategic opportunity for us. Now that we have initially defined our suite of rare earth technologies and processes, we are extremely motivated and focused on bringing them to market. Our 2kW mobile electrolytic cell rare earth element processing plant is currently in its build phase and we expect to have that in the field early next year. Similarly, our chromatography facility is expected to be built to a small scale facility early next year with the capability to scale it to a commercial facility within its established footprint. We fully expect to demonstrate the viability and innovation of these to two processes which are based on efficiency, low-cost, biproduct economics, and being the most environmentally safe. Collectively we feel our processes bring real and sustainable solutions to this critically important and rapidly growing market. Also, the recent addition of capital to our balance sheet allows us to more broadly collaborate in effectively establishing supply channels of end-of-life products to create a truly circular life cycle for their inherent critical and rare earth elements.”
“Lastly, our Company-sponsored SPAC, American Acquisition Opportunity Inc., has the potential to drive meaningful value and is an example of our nimble, shareholder-focused culture. We’ve received an exceptional response from a wide variety of targets and feel confident that we will bring a great target to the public markets to feed the need of a more modern economy; very much as we have done with American Resources.”
Expected Near-Term Catalysts
●
Continued execution and milestone announcements on American Rare Earth processing and purification development and commercialization
●
Additional metallurgical carbon offtake agreements
●
Secure additional collaboration agreements with sourcing partners for REE end-of-life materials and REE feedstocks
●
Announce key appointments to American Carbon production teams to enhance production and mitigate future labor challenges
●
Formalize SPAC target opportunity
Conference Call Information
American Resources management will host a conference call for investors, analysts and other interested parties today, Monday, August 16, 2021 at 4:30 PM ET.
Interested participants and investors may access the conference call by dialing (877) 407-4019 and referencing American Resources Corporation’s Second Quarter of 2021 Conference Call, or by the webcast link: here
Financial Results for Second Quarter 2021
For the second quarter of 2021, American Resources reported a net income loss of $6.65 million, or a loss of $0.13 per share for the three months ended June 30, 2021, as compared with a net income gain of $1.3 million, or $0.05 per share in the prior-year period. The Company earned adjusted earnings before interest, taxes, depreciation, amortization, equity-based compensation, warrant expense and development and restructuring costs (“Adjusted EBITDA”) of a $537,078 loss in the second quarter of 2021, as compared with Adjusted EBITDA of $5.7 million for the second quarter of 2020.
Second Quarter 2021 Summary
Total revenues were $393,210 for the second quarter of 2021 compared to revenues of $226,836 during the second quarter of 2020. General and administrative expenses for the second quarter of 2021 were $593,621 compared to $684,300 in the prior year period. American Resources incurred interest expense of $674,829 during the second quarter of 2021 compared to $1.01 million during the first quarter of 2020. Development costs during the quarter were $3.06 million, compared to $1.8 million in the first quarter of 2021.
The Company did not incur any income tax expense in the second quarter of 2021 as it was able to utilize its available net operating losses (“NOL”) carried forward from prior periods of approximately $17.8 million as of December 31, 2020.
AMERICAN RESOURCES CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
UNAUDITED
| For the three<br>months ended<br><br><br>June<br>30,<br><br><br>2021 | For the<br>three<br><br><br>months<br>ended<br><br><br>June<br>30,<br><br><br>2020 | For the<br>six<br><br><br>months<br>ended<br><br><br>June<br>30,<br><br><br>2021 | For the<br>six<br><br><br>months<br>ended<br><br><br>June<br>30,<br><br><br>2020 | |
|---|---|---|---|---|
| Coal<br>Sales | $339,314 | $- | $342,588 | $524,334 |
| Metal Aggregating,<br>Processing and Sales | 27,875 | 226,836 | 27,875 | 226,836 |
| Royalty<br>Income | 26,021 | - | 33,394 | - |
| Total<br>Revenue | 393,210 | 226,836 | 403,857 | 751,170 |
| Cost of Coal Sales<br>and Processing | (944,327) | (662,556) | (1,744,842) | (2,517,743) |
| Accretion<br>Expense | (305,636) | (370,587) | (611,273) | (741,174) |
| Depreciation | (475,014) | (293,746) | (868,544) | (1,208,798) |
| Amortization of<br>Mining Rights | (311,685) | (313,224) | (623,370) | (626,448) |
| General and<br>Administrative | (593,621) | (684,307) | (1,675,068) | (1,527,231) |
| Professional<br>Fees | (193,951) | (316,280) | (903,984) | (510,326) |
| Production Taxes<br>and Royalties | (99,475) | (89,827) | (667,658) | (250,057) |
| Development<br>Costs | (3,055,603) | (307,247) | (4,867,554) | (435,406) |
| Total Operating<br>Expenses | (5,979,312) | (3,037,774) | (11,962,293) | (7,817,183) |
| Net Loss from<br>Operations | (5,586,102) | (2,810,938) | (11,558,436) | (7,066,013) |
| Other Income and<br>(expense) | ||||
| Other Income<br>(loss) | (446,884) | (1,726,184) | (411,588) | (314,179) |
| Gain on Sale of<br>Assets | - | 6,820,949 | - | 6,820,949 |
| Amortization of<br>debt discount and issuance costs | (2,579) | (5,758) | (5,458) | (5,758) |
| Interest<br>Income | 60,220 | 41,172 | 101,392 | 123,514 |
| Interest<br>expense | (674,829) | (1,011,003) | (1,165,942) | (1,511,643) |
| Total Other income<br>(expense) | (1,064,072) | 4,119,175 | (1,481,596) | 5,112,883 |
| Net Income<br>(Loss) | $(6,650,174) | $1,308,237 | $(13,040,032) | $(1,953,130) |
| Net loss per common<br>share - basic and diluted | $(.13) | $.05 | $(.26) | $(.07) |
| Weighted average<br>common shares outstanding | 52,133,268 | 26,833,809 | 49,539,996 | 27,122,160 |
| AMERICAN RESOURCES CORPORATION | ||||
| --- | ||||
| CONSOLIDATED CONDENSED BALANCE SHEETS | ||||
| UNAUDITED | ||||
| June<br>30,<br><br><br>2021 | December<br>31,<br><br><br>2020 | |||
| --- | --- | --- | ||
| ASSETS | ||||
| CURRENT<br>ASSETS | ||||
| Cash | $28,109,470 | $10,617,495 | ||
| Accounts<br>Receivable | 376,563 | 38,650 | ||
| Inventory | 638,880 | 150,504 | ||
| Prepaid<br>fees | 268,333 | 175,000 | ||
| Accounts Receivable<br>- Other | - | 234,240 | ||
| Total Current<br>Assets | 29,393,246 | 11,215,889 | ||
| LONG-TERM<br>ASSETS | ||||
| Cash -<br>restricted | 1,018,903 | 583,708 | ||
| Property and<br>Equipment, Net | 21,683,346 | 22,498,659 | ||
| Investment in LLC<br>– Related Party | 2,250,000 | - | ||
| Note<br>Receivable | 4,117,139 | 4,117,139 | ||
| Total Long-Term<br>Assets | 29,069,388 | 27,199,506 | ||
| TOTAL<br>ASSETS | $58,462,634 | $38,415,395 | ||
| LIABILITIES<br>AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||
| CURRENT<br>LIABILITIES | ||||
| Accounts<br>payable | $2,556,852 | $4,288,794 | ||
| Non-Trade<br>payables | 3,336,005 | 3,850,781 | ||
| Accounts payable<br>– related party | 1,013,313 | 679,146 | ||
| Accrued<br>interest | 332,415 | 1,043,519 | ||
| Due to<br>affiliate | 74,000 | 74,000 | ||
| Current portion of<br>long term-debt | 5,368,131 | 10,997,692 | ||
| Current portion of<br>convertible debt, (net of unamortized discount of $492,282 and<br>$827,573) | 12,240,396 | - | ||
| Current portion of<br>reclamation liability | 2,327,169 | 2,327,169 | ||
| Total Current<br>Liabilities | 27,248,281 | 23,261,101 | ||
| LONG-TERM<br>LIABILITIES | ||||
| Long-term portion<br>of note payable (net of issuance costs of $399,909 and<br>$405,667) | 4,742,976 | 5,330,752 | ||
| Convertible note<br>payables – long term | 1,021,379 | 14,300,907 | ||
| Reclamation<br>liability | 16,139,408 | 15,528,135 | ||
| Total Long-Term<br>Liabilities | 21,903,763 | 35,159,794 | ||
| Total<br>Liabilities | 49,152,044 | 58,420,895 | ||
| STOCKHOLDERS’<br>EQUITY (DEFICIT) | ||||
| AREC - Class A<br>Common stock: $.0001 par value; 230,000,000 shares authorized,<br>58,876,187 and 40,522,762 shares issued and<br>outstanding | 5,888 | 4,256 | ||
| AREC - Series A<br>Preferred stock: $.0001 par value; 5,000,000 shares authorized, 0<br>and 0 shares issued and outstanding | - | - | ||
| AREC - Series C<br>Preferred stock: $.0001 par value; 20,000,000 shares authorized, 0<br>and 0 shares issued and outstanding | - | - | ||
| Additional paid-in<br>capital | 155,749,003 | 113,279,448 | ||
| Accumulated<br>deficit | (146,444,301) | (133,289,247) | ||
| Total<br>Stockholders’ Equity (Deficit) | 9,310,590 | (20,005,500) | ||
| TOTAL<br>LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | $58,462,634 | $38,415,395 | ||
| AMERICAN RESOURCES CORPORATION | ||||
| --- | ||||
| CONSOLIDATED CONDENSED<br>STATEMENTS OF CASH FLOWS | ||||
| UNAUDITED | ||||
| For the six months<br>ended June 30,<br><br><br>2021 | For the six months<br>endedJune 30,<br><br><br>2020 | |||
| --- | --- | --- | ||
| Cash<br>Flows from Operating activities: | ||||
| Net<br>loss | $(13,040,032) | $(1,953,130) | ||
| Adjustments<br>to reconcile net loss to net cash used in operating<br>activities: | ||||
| Depreciation | 868,544 | 1,208,798 | ||
| Amortization of<br>mining rights | 623,370 | 626,448 | ||
| Accretion<br>expense | 611,273 | 741,174 | ||
| Liabilities reduced<br>due to sale of assets | - | (3,271,973) | ||
| Amortization of<br>issuance costs and debt discount | 3,560,019 | - | ||
| Stock option<br>expense | 230,050 | 142,296 | ||
| Issuance of<br>warrants in connection with convertible notes | - | 1,223,700 | ||
| Issuance of shares<br>for services | 10,000 | 18,800 | ||
| Issuance of shares<br>for debt settlement | - | 642,060 | ||
| Warrant<br>expense | - | 87,754 | ||
| Shares returned as<br>part of asset sale | - | (1,840,200) | ||
| Change<br>in current assets and liabilities: | ||||
| Accounts<br>receivable | (103,673) | 2,387,505 | ||
| Inventory | (488,376) | 365,126 | ||
| Prepaid expenses<br>and other assets | (93,333) | (175,000) | ||
| Accounts<br>payable | (2,246,713) | 296,597 | ||
| Accrued<br>interest | (711,104) | (1,672,713) | ||
| Accounts payable -<br>related party | 334,167 | 108,234 | ||
| Cash used in<br>operating activities | (10,445,808) | (1,064,524) | ||
| Cash<br>Flows from Investing activities: | ||||
| Cash used in<br>investments in LLCs | (2,250,000) | - | ||
| Cash received<br>(paid) for PPE, net | (676,601) | 417,857 | ||
| Cash provided by<br>(used in) investing activities | (2,926,601) | 417,857 | ||
| Cash<br>Flows from Financing activities: | ||||
| Principal payments<br>on long term debt | (787,849) | (72,255) | ||
| Proceeds from<br>convertible debt | 600,000 | 1,751,477 | ||
| Proceeds from the<br>sale of common stock, net | 29,218,000 | 10,500 | ||
| Proceeds from long<br>term debt | - | 2,649,800 | ||
| Proceeds from<br>warrant conversions | 2,269,428 | - | ||
| Net proceeds from<br>(payments to) factoring agreement | - | (1,807,443) | ||
| Cash provided by<br>financing activities | 31,299,579 | 2,532,079 | ||
| Increase(decrease)<br>in cash and restricted cash | 17,927,170 | 1,885,412 | ||
| Cash and restricted<br>cash, beginning of period | 11,201,203 | 268,811 | ||
| Cash<br>and restricted cash, end of period | $29,128,373 | $2,154,223 | ||
| Supplemental<br>Information | ||||
| Non-cash<br>investing and financing activities | ||||
| Conversion of<br>accounts payable to common stock | $- | $- | ||
| Issuance of common<br>shares for debt conversion | $2,510,435 | $- | ||
| Conversion of<br>Series A Preferred into common stock | $- | $- | ||
| Conversion of<br>Series B Preferred into common stock | $- | $- | ||
| Warrant exercise<br>for common shares | $- | $- | ||
| Discount on note<br>due to beneficial conversion feature | $- | $- | ||
| Cancellation of<br>common shares | $- | $- | ||
| Cash paid for<br>interest | $42,426 | $208,154 | ||
| Cash paid for<br>income taxes | $- | $- |
Reconciliation of Non-GAAP Measures
Reconciliation of Adjusted EBITDA to Amounts Reported Under U.S. GAAP
| For the three months<br>ended June 30, 2021 | For the three months<br>ended June 30, 2020 | |
|---|---|---|
| Net<br>Income | (6,650,174) | 1,308,237 |
| Interest<br>& Other Expenses | 674,829 | 1,011,003 |
| Income<br>Tax Expense | - | - |
| Accretion<br>Expense | 305,636 | 370,587 |
| Depreciation | 475,014 | 293,746 |
| Amortization<br>of Mining Rights | 311,685 | 313,224 |
| Amortization<br>of Debt Discount & Issuance | - | 5,758 |
| Non-Cash<br>Stock & Option Comp. Expense | 147,000 | 890,910 |
| Non-Cash<br>Warrant Expense | 115,025 | 1,108,675 |
| Development<br>Costs | 3,055,603 | 307,247 |
| PCR<br>Restructuring Expenses | 1,028,304 | 113,889 |
| Total<br>Adjustments | 6,113,096 | 4,415,039 |
| Adjusted<br>EBITDA | (537,078) | 5,723,276 |
(1)
Adjusted EBITDA is defined as net income before net interest expense, income tax expense, accretion expense, depreciation, non-cash stock compensation expense, transaction and other professional fees, and development costs. Adjusted EBITDA is not a measure of financial performance in accordance with GAAP, and we believe items excluded from Adjusted EBITDA are significant to a reader in understanding and assessing our financial condition. Therefore, Adjusted EBITDA should not be considered in isolation, nor as an alternative to net income, income from operations, cash flow from operations or as a measure of our profitability, liquidity, or performance under GAAP. We believe that Adjusted EBITDA presents a useful measure of our ability to incur and service debt based on ongoing operations. Furthermore, similar measures are used by analysts to evaluate our operating performance. Investors should be aware that our presentation of Adjusted EBITDA may not be comparable to similarly titled measures used by others.
About American Resources Corporation
American Resources Corporation is a next-generation, environmentally and socially responsible supplier of high-quality raw materials to the new infrastructure market. The Company is focused on the extraction and processing of metallurgical carbon, an essential ingredient used in steelmaking, critical and rare earth minerals for the electrification market, and reprocessed metal to be recycled. American Resources has a growing portfolio of operations located in the Central Appalachian basin of eastern Kentucky and southern West Virginia where premium quality metallurgical carbon and rare earth mineral deposits are concentrated.
American Resources has established a nimble, low-cost business model centered on growth, which provides a significant opportunity to scale its portfolio of assets to meet the growing global infrastructure and electrification markets while also continuing to acquire operations and significantly reduce their legacy industry risks. Its streamlined and efficient operations are able to maximize margins while reducing costs. For more information visit americanresourcescorp.com or connect with the Company on
Facebook,
Twitter, and
LinkedIn.
Special Note Regarding Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve known and unknown risks, uncertainties, and other important factors that could cause the Company’s actual results, performance, or achievements or industry results to differ materially from any future results, performance, or achievements expressed or implied by these forward-looking statements. These statements are subject to a number of risks and uncertainties, many of which are beyond American Resources Corporation’s control. The words “believes”, “may”, “will”, “should”, “would”, “could”, “continue”, “seeks”, “anticipates”, “plans”, “expects”, “intends”, “estimates”, or similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Any forward-looking statements included in this press release are made only as of the date of this release. The Company does not undertake any obligation to update or supplement any forward-looking statements to reflect subsequent events or circumstances. The Company cannot assure you that the projected results or events will be achieved.
PR Contact
Precision Public Relations
Matt Sheldon
917-280-7329
matt@precisionpr.co
Investor Contact:
JTC Team, LLC
Jenene Thomas
833-475-8247
arec@jtcir.com
RedChip Companies Inc.
Todd McKnight
1-800-RED-CHIP (733-2447)
Info@redchip.com
Company Contact:
Mark LaVerghetta
Vice President of Corporate Finance and Communications
317-855-9926 ext. 0
investor@americanresourcescorp.com