AREC 10-Q

American Resources Corp (AREC)

10-Q 2022-05-16 For: 2022-03-31

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Added on April 06, 2026

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Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated Filer	☐	Smaller Reporting Company	☒
Emerging growth company	☐

		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, 2022 and 2021 (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

	March 31, 2022			December 31, 2021
ASSETS
CURRENT ASSETS
Cash	$	5,217,204		$	11,492,702
Accounts Receivable		2,856,324			3,175,636
Inventory		1,236,065			-
Prepaid fees		1,576,015			624,605
Total Current Assets		10,885,608			15,292,943

OTHER ASSETS
Cash - restricted		1,086,593			1,095,411
Property and equipment, net		22,698,618			22,903,154
Long-term right of use assets, net		704,627			726,194
Investment in LLC – Related Party		2,500,000			2,500,000
Note Receivable		685,000			350,000
Total Other Assets		27,674,838			27,574,759

TOTAL ASSETS	$	38,560,446		$	42,872,702

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

CURRENT LIABILITIES
Trade payable	$	3,013,987		$	3,245,566
Non-Trade Payables		1,788,280			1,950,567
Accounts payable – related party		3,241,109			3,932,716
Accrued interest		1,001,457			1,325,286
Due to affiliate, net		69,000			69,000
Current portion of long term-debt		3,736,719			5,283,647
Convertible note payables (net of unamortized discount of $0 and $18,106)		8,912,097			571,618
Current portion of lease liabilities, net		80,858			151,806
Total Current Liabilities		21,843,507			16,530,206

OTHER LIABILITIES
Notes payable		534,543			548,477
Convertible note payables (net of unamortized discount of $0 and $22,549)		-			8,620,412
Remediation liability		19,219,209			18,951,587
Lease liabilities, net		614,708			562,428
Total Other Liabilities		20,368,460			28,682,904

Total Liabilities		42,211,967			45,213,110

STOCKHOLDERS’ DEFICIT
Common stock: $.0001 par value; 230,000,000 shares authorized, 66,156,417 and 65,084,992 shares issued and outstanding		6,616			6,508
Additional paid-in capital		164,888,336			163,441,655
Accumulated deficit		(168,538,589	)		(165,793,571	)
Total American Resources Corporation Shareholders’ Equity		(3,643,637	)		(2,345,408	)
Non Controlling Interesting		(7,884	)		0
Total Stockholders’ Equity (Deficit)		(3,651,521	)		(2,345,408	)

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	38,560,446		$	42,872,702

	For the three months ended			For the three months ended
	March 31, 2022			March 31, 2021

Coal Sales	$	9,031,259		$	3,274
Metal recovery and sales		37,226			-
Royalty Income		12,137			7,372

Total Revenue		9,080,622			10,646

Cost of Coal Sales and Processing		(2,890,858	)		(800,515	)
Accretion Expense		(267,622	)		(305,636	)
Depreciation		(626,042	)		(393,530	)
Amortization of Mining Rights		(303,394	)		(311,685	)
General and Administrative		(1,020,814	)		(1,081,447	)
Professional Fees		(350,938	)		(710,032	)
Production Taxes and Royalties		(819,477	)		(568,182	)
Development Costs		(6,784,188	)		(1,811,951	)

Total Operating expenses		(13,063,333	)		(5,982,978	)

Net Loss from Operations		(3,983,711	)		(5,972,332	)

Other Income and (expense)
Other Income		82,156			35,296
Gain on cancelation of debt		1,521,304
Amortization of debt discount and debt issuance costs		-			(2,879	)
Interest Income		10,045			41,171
Interest expense		(383,696	)		(491,113	)
Total Other income (expense)		1,229,809			(417,525	)

Net Loss		(2,752,902	)		(6,389,857	)

Less: Net Loss attributable to Non controlling interest		7,884			-

Net loss attributable to American Resources Corp. Shareholders	$	(2,745,018	)	$	(6,389,857	)

Net loss per common share - basic and diluted	$	(0.04	)	$	(0.14	)

Weighted average common shares outstanding- basic and diluted		65,253,533			46,917,910

	American Resources
	Common Stock
	Par value		0.0001				Accumulated
	Shares		Amount	APIC			Deficit			Total
Balance December 31, 2020		42,972,762	4,296		113,279,450			(133,289,246	)		(20,005,500	)

Shares issued in connection with registered offering		425,000	43		1,274,881						1,274,924

Shares issued in connection with warrant conversions		1,734,610	182		2,055,617						2,055,799

Shares issued for services		80,000	8		187,992						188,000

Shares issued in connection with debt and payable conversions		4,658,526	457		9,845,183						9,845,640

Amortization of debt discount					(163,297	)					(163,297	)

Amortization of Warrant and Option Expense					262,025						262,025

Net loss								(6,389,857	)		(6,389,857	)

Balance March 31, 2021		49,870,898	4,986		127,068,445			(139,679,103	)		(12,605,673	)

	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	)

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
Balance at December 31, 2020	$	17,855,305
Accretion – 3 months March 31, 2021		305,636
Reclamation work – 3 months March 31, 2021		-
Sale of PCR Permits
Balance at March 31, 2021	$	18,160,941

	March 31, 2022			December 31, 2021
Processing and rail facility	$	11,591,274		$	11,591,274
Underground equipment		9,777,667			9,687,667
Surface equipment		3,201,464			3,201,464
Coal refuse storage		12,134,192			12,134,192
Mine Development		561,575			561,575
Construction in Process		743,021			108,122
Land		1,572,435			1,572,435
Less: Accumulated depreciation		(16,883,011	)		(15,953,575	)

Total Property and Equipment, Net	$	22,698,618		$	22,903,154

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

	March 31, 2022		March 31, 2021
Assets:
ROU asset	$	704,627	$	-

Liabilities
Current:
Operating lease assets	$	80,858	$	-
Non-current		-
Operating lease assets		695,566		-

	Operating
2023		80,858
2024		71,801
2025		59,690
2026		68,414
2027 and thereafter		414,802

	March 31, 2022			March 31, 2021
Expected Dividend Yield		0	%		0	%
Expected volatility	123-617		%	123-617		%
Risk-free rate	1.40-1.62		%	1.40-1.62		%
Expected life of warrants	1.635-5.588 years			1.635-5.588 years

			Weighted		Weighted
			Average		Average		Aggregate
	Number of		Exercise		Contractual		Intrinsic
	Warrants		Price		Life in Years		Value
Exercisable (Vested) – December 31, 2020		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, 2021		6,780,199	$	1.139		1.635	$	18,277,625
Exercisable (Vested) - March 31, 2021		6,780,199	$	1.139		1.635	$	18,277,625

Exercisable (Vested) – December 31, 2021		10,213,764	$	2.25		2.69	$	121,018
Granted		-	$	-		-	$	121,018
Forfeited or Expired		-	$	-		-	$	-
Exercised		187,250	$	1.50		2.00	$	54,080-
Outstanding - March 31, 2022		10,026,514	$	1.14		3.86	$	66,938
Exercisable (Vested) - March 31, 2022		10,026,514	$	1.14		3.86	$	66,938

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.

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).

	AMERICAN RESOURCES CORPORATION

Date: May 16, 2022	By:	/s/ Mark C. Jensen
	Name:	Mark C. Jensen
	Title:	CEO, Chairman of the Board
		(Principal Executive Officer)