8-K
RANGE IMPACT, INC. (RNGE)
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): May 31, 2023
MALACHITE
INNOVATIONS, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 000-53832 | 75-3268988 |
|---|---|---|
| (State<br> or other jurisdiction | (Commission | (I.R.S.<br> Employer |
| of<br> incorporation) | File<br> Number) | Identification<br> No.) |
| 200 Park Avenue, Suite 400 | ||
| --- | --- | |
| Cleveland, Ohio | 44122 | |
| (Address<br> of principal executive offices) | (Zip<br> Code) |
Registrant’s telephone number, including area code: (216) 304-6556
NotApplicable
(Former name or former address, if changed since last report.)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class: | Trading Symbol | Name of each exchange on which registered: |
|---|---|---|
| Common<br> Stock | MLCT | OTC<br> Markets |
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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item8.01 Other Events.
PressRelease
On May 31, 2023, the Company issued a press release reporting its financial results for the first quarter of 2023.
A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 8.01 (including Exhibit 99.1) is furnished pursuant to Item 8.01 and shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. This Current Report will not be deemed an admission as to the materiality of any information in the Report that is required to be disclosed solely by Regulation FD.
Portions of this Current Report on Form 8-K may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties. Although the Company believes any such statements are based on reasonable assumptions, there is no assurance that the actual outcomes will not be materially different due to a number of factors. Any such statements are made in reliance on the “safe harbor” protections provided under the Private Securities Litigation Reform Act of 1995. Additional information about significant risks that may impact the Company is contained in the Company’s filings with the Securities and Exchange Commission and may be accessed at www.sec.gov. The Company is under no obligation, and expressly disclaims any obligation, to update or alter its forward-looking statements, whether as a result of new information, future events or otherwise.
Item9.01 Financial Statements and Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release dated May 31, 2023 |
| 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MALACHITE INNOVATIONS, INC. | ||
|---|---|---|
| Dated:<br> May 31, 2023 | By: | /s/ Michael Cavanaugh |
| Name: | Michael<br> Cavanaugh | |
| Title: | Chief<br> Executive Officer |
EXHIBIT
INDEX
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release dated May 31, 2023 |
| 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document) |
Exhibit99.1
MALACHITEINNOVATIONS REPORTS FIRST QUARTER 2023 RESULTS
CLEVELAND, OHIO – (May 31, 2023) – MALACHITE INNOVATIONS, INC. (OTC Mkts: MLCT) (“Malachite”), a public company focused on improving the health and wellness of people and the planet, reported its results for the quarter ended March 31, 2023.
Malachite’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 was filed with the Securities and Exchange Commission on May 15, 2023 and is available for viewing at https://malachiteinnovations.com/investors/. Since the information provided in this press release is limited to selected financial and operational information, investors and interested parties are encouraged to read Malachite’s full Form 10-Q available on its website.
Michael Cavanaugh, Malachite’s CEO, commented, “I am proud to report that the dedication and commitment of our new mission-driven team is beginning to be reflected in our financial results.” Cavanaugh continued, “With our 1Q 2023 results, Malachite has now posted its third consecutive quarter of record sales and has achieved positive Adjusted EBITDA and cash flow from operations over the last 12-month period, which is a major accomplishment given the dire state of the company when our current management team took over in May 2019. Our team remains laser-focused on executing our new impact investing strategy by building valuable core competencies within our various operating businesses and targeting segments in the environmental services marketplace where we have differentiated and sustainable competitive advantages. We remain steadfast in our vision of making today better than yesterday, and tomorrow better than today.”
FirstQuarter 2023 Financial Highlights
| ○ | Revenue | $3,014,887 in 1Q 2023 versus $0 in 1Q 2022, an increase of $3,014,887, and $7,847,165<br> in the last 12-month (“LTM”) period ending March 31, 2023 versus $0 in the LTM<br> period ending March 31, 2022, an increase of $7,847,165. |
|---|---|---|
| ○ | Gross Profit | $649,002 in 1Q 2023 versus $0 in 1Q 2022, an increase of $649,002, and $2,042,254<br> in the LTM period ending March 31, 2023 versus $0 in the LTM period ending March 31, 2022,<br> an increase of $2,042,254. |
| ○ | Operating Income (Loss) | ($183,223) in 1Q 2023 versus ($443,671) in 1Q 2022, an improvement of $260,448,<br> and ($839,985) in the LTM period ending March 31, 2023 versus ($2,156,370) in the LTM period<br> ending March 31, 2022, an improvement of $1,316,385. |
| ○ | Net Income (Loss) | ($226,860) in 1Q 2023 versus ($447,974) in 1Q 2022, an improvement of $221,114,<br> and ($851,062) in the LTM period ending March 31, 2023 versus ($2,160,943) in the LTM period<br> ending March 31, 2022, an improvement of $1,309,881. |
| ○ | Adjusted EBITDA | $170,961 in 1Q 2023 versus ($443,671) in 1Q 2022, an improvement of $614,632,<br> and $412,437 in the LTM period ending March 31, 2023 versus ($1,858,656) in the LTM period<br> ending March 31, 2022, an improvement of $2,271,093. |
| ○ | Cash Flow from Operations | $675,796 in 1Q 2023 versus ($394,181) in 1Q 2022, an improvement<br> of $1,069,977, and $466,199 in the LTM period ending March 31, 2023 versus ($1,759,925) in<br> the LTM period ending March 31, 2022, an improvement of $2,226,124. |
FirstQuarter 2023 Consolidated Financial Highlights
| 1Q<br> 2022 | 1Q<br> 2023 | 1Q<br> 2022 LTM | 1Q 2023 LTM | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Revenue | $ | - | $ | 3,014,887 | $ | - | $ | 7,847,165 | ||||
| Cost<br> of Goods Sold | - | 2,365,885 | - | 5,804,911 | ||||||||
| Gross Profit | - | 649,002 | - | 2,042,254 | ||||||||
| Operating<br> Expenses | 443,671 | 832,225 | 2,156,370 | 2,882,239 | ||||||||
| Operating<br> Income (Loss) | (443,671 | ) | (183,223 | ) | (2,156,370 | ) | (839,985 | ) | ||||
| Other<br> Income | (4,303 | ) | (43,637 | ) | (4,573 | ) | (11,077 | ) | ||||
| Net<br> Income (Loss) | (447,974 | ) | (226,860 | ) | (2,160,943 | ) | (851,062 | ) | ||||
| Non-Cash Expenses | - | 354,184 | 297,984 | 1,142,987 | ||||||||
| Working<br> Capital Changes | 53,793 | 548,472 | 103,034 | 174,274 | ||||||||
| Cash<br> Flow from Operations | $ | (394,181 | ) | $ | 675,796 | $ | (1,759,925 | ) | $ | 466,199 | ||
| Gross Profit Margin % | 0.0 | % | 21.5 | % | 0.0 | % | 26.0 | % | ||||
| Operating Profit Margin % | 0.0 | % | -6.1 | % | 0.0 | % | -10.7 | % | ||||
| Net Income Margin % | 0.0 | % | -7.5 | % | 0.0 | % | -10.8 | % | ||||
| Cash Flow from Operations<br> Margin % | 0.0 | % | 22.4 | % | 0.0 | % | 5.9 | % |
FirstQuarter 2023 Segmented Financial Highlights
| 1Q<br> 2022 | 1Q<br> 2023 | 1Q<br> 2022 LTM | 1Q 2023 LTM | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Revenue | ||||||||||||
| Environmental | $ | - | $ | 2,988,487 | $ | - | $ | 7,820,765 | ||||
| Biochar | - | - | - | - | ||||||||
| Mitigation Banking | - | - | - | - | ||||||||
| Security | - | 26,400 | - | 26,400 | ||||||||
| Drug Development | - | - | - | - | ||||||||
| Corporate | - | - | - | - | ||||||||
| Total Revenue | $ | - | $ | 3,014,887 | $ | - | $ | 7,847,165 | ||||
| Gross Profit | ||||||||||||
| Environmental | $ | - | $ | 638,579 | $ | - | $ | 2,031,831 | ||||
| Biochar | - | - | - | - | ||||||||
| Mitigation Banking | - | - | - | - | ||||||||
| Security | - | 10,423 | - | 10,423 | ||||||||
| Drug Development | - | - | - | - | ||||||||
| Corporate | - | - | - | - | ||||||||
| Total Gross<br> Profit | $ | - | $ | 649,002 | $ | - | $ | 2,042,254 | ||||
| Net Income<br> (Loss) | ||||||||||||
| Environmental | $ | (20,717 | ) | $ | 186,643 | $ | (38,201 | ) | $ | 1,023,829 | ||
| Biochar | - | (19,164 | ) | - | (19,164 | ) | ||||||
| Mitigation Banking | - | - | - | - | ||||||||
| Security | - | (17,105 | ) | - | (17,105 | ) | ||||||
| Drug Development | (125,730 | ) | (106,177 | ) | (424,655 | ) | (451,250 | ) | ||||
| Corporate | (301,527 | ) | (271,057 | ) | (1,698,087 | ) | (1,387,372 | ) | ||||
| Total Net<br> Income (Loss) | $ | (447,974 | ) | $ | (226,860 | ) | $ | (2,160,943 | ) | $ | (851,062 | ) |
| Adjusted<br> EBITDA | ||||||||||||
| Environmental | $ | (20,717 | ) | $ | 582,149 | $ | (38,201 | ) | $ | 1,869,280 | ||
| Biochar | - | (19,164 | ) | - | (19,164 | ) | ||||||
| Mitigation Banking | - | - | - | - | ||||||||
| Security | - | (15,677 | ) | - | (15,677 | ) | ||||||
| Drug Development | (125,730 | ) | (106,177 | ) | (424,655 | ) | (451,250 | ) | ||||
| Corporate | (297,224 | ) | (270,170 | ) | (1,395,800 | ) | (970,752 | ) | ||||
| Total Adjusted<br> EBITDA | $ | (443,671 | ) | $ | 170,961 | $ | (1,858,656 | ) | $ | 412,437 |
FirstQuarter 2023 Reconciliation of Net Income (Loss) to Adjusted EBITDA
| 1Q<br> 2022 | 1Q<br> 2023 | 1Q<br> 2022 LTM | 1Q<br> 2023 LTM | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Net Income<br> (Loss) | ||||||||||||
| Environmental | $ | (20,717 | ) | $ | 186,643 | $ | (38,201 | ) | $ | 1,023,829 | ||
| Biochar | - | (19,164 | ) | - | (19,164 | ) | ||||||
| Mitigation Banking | - | - | - | - | ||||||||
| Security | - | (17,105 | ) | - | (17,105 | ) | ||||||
| Drug Development | (125,730 | ) | (106,177 | ) | (424,655 | ) | (451,250 | ) | ||||
| Corporate | (301,527 | ) | (271,057 | ) | (1,698,087 | ) | (1,387,372 | ) | ||||
| Total Net<br> Income (Loss) | $ | (447,974 | ) | $ | (226,860 | ) | $ | (2,160,943 | ) | $ | (851,062 | ) |
| Interest | ||||||||||||
| Environmental | $ | - | $ | 42,750 | $ | - | $ | 97,152 | ||||
| Biochar | - | - | - | - | ||||||||
| Mitigation Banking | - | - | - | - | ||||||||
| Security | - | - | - | - | ||||||||
| Drug Development | - | - | - | - | ||||||||
| Corporate | 4,303 | 887 | 4,303 | 23,360 | ||||||||
| Total Interest | $ | 4,303 | $ | 43,637 | $ | 4,303 | $ | 120,512 | ||||
| Taxes | ||||||||||||
| Environmental | $ | - | $ | - | $ | - | $ | - | ||||
| Biochar | - | - | - | - | ||||||||
| Mitigation Banking | - | - | - | - | ||||||||
| Security | - | - | - | - | ||||||||
| Drug Development | - | - | - | - | ||||||||
| Corporate | - | - | - | - | ||||||||
| Total Taxes | $ | - | $ | - | $ | - | $ | - | ||||
| Depreciation | ||||||||||||
| Environmental | $ | - | $ | 352,756 | $ | - | $ | 748,299 | ||||
| Biochar | - | - | - | - | ||||||||
| Mitigation Banking | - | - | - | - | ||||||||
| Security | - | 1,428 | - | 1,428 | ||||||||
| Drug Development | - | - | - | - | ||||||||
| Corporate | - | - | - | - | ||||||||
| Total Depreciation | $ | - | $ | 354,184 | $ | - | $ | 749,727 | ||||
| Non-Cash<br> Charges | ||||||||||||
| Environmental | $ | - | $ | - | $ | - | $ | - | ||||
| Biochar | - | - | - | - | ||||||||
| Mitigation Banking | - | - | - | - | ||||||||
| Security | - | - | - | - | ||||||||
| Drug Development | - | - | - | - | ||||||||
| Corporate | - | - | 297,984 | 393,260 | ||||||||
| Total Non-Cash<br> Charges | $ | - | $ | - | $ | 297,984 | $ | 393,260 | ||||
| Adjusted<br> EBITDA | ||||||||||||
| Environmental | $ | (20,717 | ) | $ | 582,149 | $ | (38,201 | ) | $ | 1,869,280 | ||
| Biochar | - | (19,164 | ) | - | (19,164 | ) | ||||||
| Mitigation Banking | - | - | - | - | ||||||||
| Security | - | (15,677 | ) | - | (15,677 | ) | ||||||
| Drug Development | (125,730 | ) | (106,177 | ) | (424,655 | ) | (451,250 | ) | ||||
| Corporate | (297,224 | ) | (270,170 | ) | (1,395,800 | ) | (970,752 | ) | ||||
| Total Adjusted<br> EBITDA | $ | (443,671 | ) | $ | 170,961 | $ | (1,858,656 | ) | $ | 412,437 |
Non-GAAPFinancial Information
In addition to our results under Generally Accepted Accounting Principles (“GAAP”), in this release we also present certain other supplemental measures of financial performance that are not required by or presented in accordance with GAAP, including Adjusted Earnings Before Interest Taxes Depreciation and Amortization (“Adjusted EBITDA”). We calculate Adjusted EBITDA as net income (loss) before interest expense, income tax expense, depreciation and amortization, and non-cash stock-based compensation expenses related to restricted stock grants and stock options issued to directors and selected employees and consultants. Adjusted EBITDA is one of the primary metrics used by management to evaluate our financial performance, analyze the effectiveness of our business strategies, and make budgeting and capital allocation decisions. However, these non-GAAP measures do have certain limitations and should not be considered as an alternative to net income (loss), earnings (loss) per share or any other performance measures derived in accordance with GAAP.
AboutMalachite Innovations, Inc.
Headquartered in Cleveland, Ohio, Malachite Innovations, Inc. is a public holding company dedicated to improving the health and wellness of people and the planet through a novel and innovative approach to impact investing. Malachite owns and operates a balanced portfolio of operating businesses focused on developing long-term solutions to environmental, social and health challenges, with a particular focus on economically disadvantaged communities. Malachite takes an opportunistic approach to impact investing by leveraging its competitive advantages and looking at solving old problems in new ways. Malachite seeks to thoughtfully allocate its capital into ventures that are expected to make a positive impact on the people-planet ecosystem and generate strong investment returns for its shareholders.
NoticeRegarding Forward-Looking Statements
This press release contains “forward-looking statements” as that term is defined in Section 27(a) of the Securities Act of 1933, as amended and Section 21(e) of the Securities Exchange Act of 1934, as amended. Statements in this press release which are not purely historical are forward-looking statements and include any statements regarding beliefs, plans, expectations or intentions regarding the future. Although we believe that these statements are based on reasonable assumptions, they are subject to numerous factors that could cause actual outcomes and results to be materially different from those indicated in such statements. Such factors include, among others, the inherent uncertainties associated with new projects and development stage companies, timing of clinical trials and product development, business strategy and new lines of business. These forward-looking statements are made as of the date of this press release, and we assume no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those projected in the forward-looking statements. Although we believe that any beliefs, plans, expectations and intentions contained in this press release are reasonable, there can be no assurance that any such beliefs, plans, expectations or intentions will prove to be accurate. Investors should consult all of the information set forth herein and should also refer to the risk factors disclosure outlined in our annual report on Form 10-K for the most recent fiscal year, our quarterly reports on Form 10-Q and other periodic reports filed from time-to-time with the Securities and Exchange Commission.
MalachiteInnovations, Inc.
Investor Relations
P: +1 (216) 304-6556
E: ir@malachiteinnovations.com
W: www.malachiteinnovations.com