RNGE 10-Q
Range Impact, Inc. (RNGE)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the quarterly period ended
| TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _____ to _____
Commission
File Number:
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class: | Trading Symbol | Name of each exchange on which registered: | ||
| OTCQB |
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the 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.
Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, 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).
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 “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ |
| Smaller
reporting company | |
| Emerging
growth company |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
☐ No
As of August 12, 2026, there were shares of the registrant’s common stock, $ par value per share, outstanding.
RANGE IMPACT, INC.
Quarterly Report on Form 10-Q
For the Quarterly Period Ended
June 30, 2026
INDEX
| 2 |
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
RANGE IMPACT, INC.
CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
| 3 |
RANGE IMPACT, INC.
CONSOLIDATED BALANCE SHEETS
June 30, 2026 (Unaudited) | December 31, 2025 | |||||||
| Assets | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable | ||||||||
| Stock subscription receivable | ||||||||
| Prepaid expenses | ||||||||
| Deposits | ||||||||
| Total current assets | ||||||||
| Long-term Assets | ||||||||
| Land | ||||||||
| Property and equipment, net of accumulated depreciation | ||||||||
| Note receivable | ||||||||
| Long-term intangible assets | ||||||||
| Total long-term assets | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities and Stockholders’ Equity | ||||||||
| Current Liabilities | ||||||||
| Current portion of bank debt | $ | $ | ||||||
| Accounts payable | ||||||||
| Accrued expenses | ||||||||
| Total current liabilities | ||||||||
| Long-term Liabilities | ||||||||
| Bank debt, net of current portion | ||||||||
| Deposits held | ||||||||
| Asset retirement obligations | ||||||||
| Total long-term debt | ||||||||
| Total liabilities | ||||||||
| Stockholders’ Equity | ||||||||
| Controlling Interest: | ||||||||
| Common stock, par value $ per share; shares authorized; and shares issued and outstanding, respectively | ||||||||
| Additional paid-in-capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total controlling equity interest | ||||||||
| Noncontrolling equity interest | ||||||||
| Total stockholders’ equity | ||||||||
| Total Liabilities and Stockholders’ Equity | $ | $ | ||||||
See accompanying notes to the consolidated financial statements.
| 4 |
RANGE IMPACT, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||
| Costs and expenses: | ||||||||||||||||
| Costs of services | ||||||||||||||||
| Depreciation of property and equipment | ||||||||||||||||
| Amortization of long-term intangible assets | ||||||||||||||||
| Accretion of asset retirement obligations | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| (Loss) from continuing operations before other income (expense) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income (expense): | ||||||||||||||||
| Other income | ||||||||||||||||
| Gain on bargain purchase | ||||||||||||||||
| Gain (loss) on sale of fixed assets | ( | ) | ||||||||||||||
| Deficiency claim on returned equipment | ( | ) | ( | ) | ||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total other income (expense) | ( | ) | ( | ) | ( | ) | ||||||||||
| Income (loss) from continuing operations | ( | ) | ( | ) | ( | ) | ||||||||||
| Income (loss) from discontinued operations | ( | ) | ||||||||||||||
| Net income (loss) | $ | ( | ) | ( | ) | ( | ) | $ | ||||||||
| Net income (loss) per share – basic and diluted | $ | ) | ) | ) | $ | |||||||||||
| Weighted average number of common shares outstanding – basic and diluted | ||||||||||||||||
See accompanying notes to the consolidated financial statements.
| 5 |
RANGE IMPACT, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(Unaudited)
| Three Months Ended June 30, 2026 | ||||||||||||||||||||||||
| Common Stock | Additional | |||||||||||||||||||||||
Number of Shares | Amount | Paid-in Capital | Accumulated Deficit | Noncontrolling Interest | Total | |||||||||||||||||||
| Balance
as of March 31, 2026 (Unaudited) | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||
| Shares issued | ||||||||||||||||||||||||
| Stock based compensation | - | |||||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||
| Balance as of June 30, 2026 (Unaudited) | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||
| Three Months Ended June 30, 2025 | ||||||||||||||||||||
| Common Stock | Additional | |||||||||||||||||||
Number of Shares | Amount | Paid-in Capital | Accumulated Deficit | Total | ||||||||||||||||
| Balance as of March 31, 2025 (Unaudited) | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Shares issued | - | |||||||||||||||||||
| Stock based compensation | - | |||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Balance as of June 30, 2025 (Unaudited) | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Six Months Ended June 30, 2026 | ||||||||||||||||||||||||
| Common Stock | Additional | |||||||||||||||||||||||
Number of Shares | Amount | Paid-in Capital | Accumulated Deficit | Noncontrolling Interest | Total | |||||||||||||||||||
| Balance as of December 31, 2025 | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||
| Shares issued | ||||||||||||||||||||||||
| Stock based compensation | - | |||||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||
| Balance as of June 30, 2026 (Unaudited) | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||
| Six Months Ended June 30, 2025 | ||||||||||||||||||||
| Common Stock | Additional | |||||||||||||||||||
Number of Shares | Amount | Paid-in Capital | Accumulated Deficit | Total | ||||||||||||||||
| Balance as of December 31, 2024 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Shares issued for cash | ||||||||||||||||||||
| Stock based compensation | - | |||||||||||||||||||
| Net income | - | |||||||||||||||||||
| Balance as of June 30, 2025 (Unaudited) | $ | $ | $ | ( | ) | $ | ||||||||||||||
See accompanying notes to the consolidated financial statements.
| 6 |
RANGE IMPACT, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| Six Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Cash flows from operating activities: | ||||||||
| Net income (loss) | $ | ( | ) | $ | ||||
| Adjustments to reconcile net income (loss) to net cash (used in) operating activities: | ||||||||
| Gain on bargain purchase | ( | ) | ||||||
| Gain on removal of permitted sites | ( | ) | ||||||
| Net gain on asset disposals | ( | ) | ||||||
| Deficiency claims on returned equipment | ||||||||
| Fair value of vested stock options | ||||||||
| Depreciation from continuing operations | ||||||||
| Depreciation from discontinued operations | ||||||||
| Amortization of long-term intangible assets | ||||||||
| Accretion of asset retirement obligations | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ( | ) | ||||
| Accounts receivable from discontinued operations | ||||||||
| Notes receivable | ( | ) | ||||||
| Contract assets | ||||||||
| Prepaid expenses and other current assets | ( | ) | ( | ) | ||||
| Deposits | ( | ) | ||||||
| Accounts payable | ( | ) | ( | ) | ||||
| Accrued expenses | ||||||||
| Cash paid for asset retirement obligations | ( | ) | ( | ) | ||||
| Net cash (used in) operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities: | ||||||||
| Equipment purchases | ( | ) | ||||||
| Proceeds from asset sales | ||||||||
| Net cash provided by investing activities | ||||||||
| Cash flows from financing activities: | ||||||||
| Proceeds from stock issuance | ||||||||
| Repayment of line of credit | ( | ) | ||||||
| Repayment of long-term debt | ( | ) | ( | ) | ||||
| Net cash provided by financing activities | ( | ) | ||||||
| Net (decrease) in cash and cash equivalents | ( | ) | ( | ) | ||||
| Cash and cash equivalents - beginning of period | ||||||||
| Cash and cash equivalents - end of period | $ | $ | ||||||
| Supplemental disclosure of cash flow information: | ||||||||
| Cash paid during the period for: | ||||||||
| Interest | $ | $ | ||||||
See accompanying notes to the consolidated financial statements.
| 7 |
RANGE IMPACT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025
(Unaudited)
1. BUSINESS OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Range Impact, Inc. (the “Company”, “we”, “us” or “our”), was incorporated in the State of Nevada on June 29, 2007.
Our mission is to become a catalyst for long-term economic growth in disadvantaged coal communities throughout Appalachia and develop long-term solutions to environmental, social, and health challenges resulting from decades of coal mining.
Our strategy is to acquire large former coal mines burdened by legacy permits and bond obligations, reclaim the former coal mines to unlock the underlying value of the land, and redevelop the land to meet strategically essential future needs of the United States, including power generation, data centers, rare earth elements, agriculture, housing, and health.
The Company’s new land acquisition, reclamation, and redevelopment strategy began in March 2025 and is being conducted through its two operating segments, Range Land and Range Services, as described in Notes 3,4 and 12. The Company previously conducted other business operations under the names Legend Mining Inc., Stevia First Corp., Vitality Biopharma, Inc., and Malachite Innovations, Inc. since its founding in 2007.
In
March 2025, the Company, through its wholly-owned subsidiary Range Sky View Land, LLC (“Range Sky View”), acquired approximately
13,000 acres of surface land and
| 8 |
Basis of Presentation
The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles (GAAP) and with the instructions to Form 10-Q and the applicable requirements of Regulation S-X. The consolidated financial statements include the accounts of the Company and all of its wholly-owned subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America. Intercompany balances and transactions have been eliminated in consolidation.
Reclassifications
Certain prior period amounts have been reclassified to conform with the current period’s presentation. For the three and six months ended June 30, 2025, in addition to reclassification of revenues and expenses related to discontinued operations, land attributable to asset retirement costs was reclassified to long-term intangible assets. This resulted in changes to the asset retirement obligations and the recognition of accretion expense and amortization expense of the long-term intangible assets.
Prior Period Adjustment
During the year ended December 31, 2025, in addition to reclassifications due to discontinued operations, the Company changed classifications and methodologies related to the accounting for asset retirement obligations and the related asset retirement costs, including the recognition and amortization of the associated long-lived asset and the accretion of the asset retirement obligation. Management evaluated the changes in accordance with ASC 250 and applicable SEC guidance and concluded that the changes were not material, individually or in the aggregate, to the Company’s previously issued financial statements.
Accordingly, the Company was not required to amend its previously filed Quarterly Reports on Form 10-Q. However, the comparative financial information for the three and six months ended June 30, 2025 presented in these financial statements has been revised to reflect these immaterial changes. As a result, certain amounts presented herein differ from the amounts originally reported in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025. Below are the changes to the previously filed Consolidated Statements of Operations.
| As Reported Three Months Ended June 30, 2025 | As Reported Six Months Ended June 30, 2025 | Immaterial Change | As Adjusted Three Months Ended June 30, 2025 | As Adjusted Six Months Ended June 30, 2025 | ||||||||||||||||
| Amortization of long-term intangible assets | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||
| Accretion of asset retirement obligations | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||
| Cash paid for asset retirement obligations | $ | $ | $ | $ | $ | |||||||||||||||
| Gain on removal of permitted sites | $ | $ | $ | $ | $ | |||||||||||||||
| Net income (loss) | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.
Discontinued Operations
The Company disposed of all of the assets of its wholly-owned subsidiary, Collins Building & Contracting, Inc. (“Collins Building”) and ceased providing third-party reclamation services during the year ended December 31, 2025. In accordance with GAAP, assets and liabilities of discontinued operations are presented separately in the Consolidated Balance Sheets, and results of discontinued operations are reported as a separate component of consolidated net loss or net income in the Consolidated Statements of Operations, for all periods presented, resulting in changes to the presentation of certain prior period amounts.
Refer to Note 2 for additional discussion of discontinued operations and disposition of assets. All other notes to these consolidated financial statements present the results of continuing operations and exclude amounts related to discontinued operations for all periods presented.
Business Combinations
Business combinations are accounted for using the purchase method of accounting under ASC 805, “Business Combinations”. This method requires the Company to record assets and liabilities of the businesses acquired at their estimated fair values as of the acquisition date. Any excess of the cost of the acquisition over the fair value of the net assets acquired is recorded as goodwill. Any excess of the fair value of the net assets acquired over the cost of the acquisition is accounted for as a bargain purchase gain. Determining the fair value requires management to make estimates and assumptions including discount rates, rates of return on assets, and long-term sales growth rates.
| 9 |
Revenue Recognition
The Company recognizes revenue under ASC 606, “Revenue from Contracts with Customers”. Under this standard, revenue is recognized by applying a five-step model (1) identify the contract with the customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) each performance obligation is satisfied.
The Company primarily invoices customers for coal royalties and recognizes revenue on a periodic basis as coal is shipped. Costs for equipment, labor and chemicals are generally expensed as incurred. All revenue is recognized at a point in time.
The Company recognizes consulting revenue on a periodic basis as services are provided to non-affiliated third parties related to the reclamation and repurposing of land at the Premier-Cambrian Mine. All revenue is recognized at a point in time.
The Company recognized revenue on reclamation contracts for operations included in discontinued operations over time. These contracts were generally treated as a single performance obligation, as the Company provided a significant service of integrating multiple components into a single project. Revenue was recognized using a cost-based input method whereby progress toward completion was measured based on actual costs incurred relative to total estimated contract costs. Then, this percentage of completion was applied to the transaction price to determine the amount of revenue recognized. The Company believes this method provides a faithful depiction of performance as it directly reflects the value of the services transferred to the customer.
Contract Estimates (Discontinued Operations)
Estimating total revenue and cost at completion for the Company’s former performance obligations requires significant judgment and is subject to uncertainty. The Company regularly reviews and updates these estimates based on contract progress, execution status, and the expected costs to complete. All activity related to these contracts is included in discontinued operations for the three-month and six-month periods ended June 30, 2025.
Changes in estimated profitability are recognized using the cumulative catch-up method, with the impact recorded in the period identified and future results based on revised estimates. Expected losses on contracts are recognized in full in the period they become evident.
Contract Modifications
Contract modifications can occur during the performance of the Company’s contracts. Contracts may be modified to account for changes in contract specifications or requirements. In most instances, contract modifications are for goods or services that are not distinct, and, therefore, are accounted for as part of the existing contract.
| 10 |
Cost and Expense Recognition
Contract costs include all direct labor, materials, equipment mobilization, subcontractor, and equipment costs, and those indirect costs related to contract performance, such as indirect labor, tools and supplies. Costs are recognized as incurred.
Cash and Cash Equivalents
The Company considers all highly liquid investments with an original maturity of three months or less at the date of acquisition to be cash equivalents. From time to time, the Company’s cash balances may exceed amounts insured by the Federal Deposit Insurance Corporation. The Company has never suffered a loss due to such uninsured balances.
Accounts Receivable
Trade
accounts receivable are reported at the amounts management expects to collect from the balances outstanding as of June 30, 2026 or
December 31, 2025, as presented in the consolidated balance sheets. Based on its assessment, management concluded that any potential
losses on these balances are immaterial and therefore,
Note Receivable
On May 31, 2026, the Company entered into a draw promissory note agreement with an unrelated third party, Cumberland Coal Corporation, providing a maximum borrowing facility of $. As of June 30, 2026, cumulative principal draws outstanding totaled $. Key terms of the note include % fixed interest, payable quarterly commencing June 1, 2026. The maturity date is and the entire principal balance is due in full on the maturity date. The note is secured by all personal property and fixtures of Cumberland Coal Corporation.
Property & Equipment
Property and equipment is carried at cost. Expenditures for maintenance and repairs are charged to cost of services. Additions and betterments are capitalized. The cost and related accumulated depreciation of equipment sold or otherwise disposed are removed from the accounts and any gain or loss is reflected in the current year’s earnings.
| June 30, 2026 | December 31, 2025 | |||||||
| Equipment | $ | $ | ||||||
| Accumulated depreciation | ( | ) | ( | ) | ||||
| Net book value | ||||||||
| Depreciation expense (continuing operations) | $ | $ | ||||||
| Depreciation expense (discontinued operations) | $ | |||||||
Property and equipment are depreciated using the straight-line method over an estimated six-year useful life for both financial reporting and federal income tax purposes.
The Company assesses the recoverability of its property and equipment by determining whether their carrying amounts are recoverable through projected future cash flows over the assets’ remaining useful lives. No assets were identified for impairment. These assets are reported within the Range Services operating business segment.
| 11 |
Land
Land is carried at cost. The Company assesses the recoverability of its land by determining whether the cost of the land can be recovered through projected future cash flows generated by the land. No land was identified for impairment.
| June 30, 2026 | December 31, 2025 | |||||||
| Land, beginning of year | $ | $ | ||||||
| Acquisitions during the period | ||||||||
| Impairments | ||||||||
| Land, end of year | $ | $ | ||||||
Income Taxes
The Company accounts for income taxes using the asset and liability method. Under this approach, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized as income (loss) in the period that includes the enactment date.
The provisions of ASC Topic 740, Accounting for Income Taxes, require an assessment of both positive and negative evidence when determining whether it is more likely than not that deferred tax assets are recoverable. For the year ended December 31, 2025 based on all available objective evidence, including the existence of cumulative losses, the Company determined that it was more likely than not that the net deferred tax assets were not fully realizable. Accordingly, the Company established a full valuation allowance against its net deferred tax assets. The Company intends to maintain a full valuation allowance on net deferred tax assets until sufficient positive evidence exists to support reversal of the valuation allowance.
Leases
The
Company determines whether a contract is, or contains, a lease at inception. Right-of-use assets represent the Company’s right
to use an underlying asset during the lease term, while lease liabilities represent the Company’s obligation to make lease
payments. Right-of-use assets and lease liabilities are recognized at lease commencement based upon the estimated present value of
unpaid lease payments over the lease term. The Company uses its incremental borrowing rate based on the information available at
lease commencement in determining the present value of unpaid lease payments. As of June 30, 2026 and December 31, 2025, the Company had
The Company periodically grants stock options and restricted stock awards to employees and non-employees in non-capital raising transactions. These awards are accounted for in accordance with ASC 718, “Compensation-Stock Compensation”. The fair value of each award is measured on the date of grant. For employee awards, compensation expense is recognized on the straight-line basis over the vesting period. For non-employee awards, expense is recognized in the same period and manner as if the Company had paid cash for the services. The Company recognizes the fair value of stock-based compensation within its Consolidated Statements of Operations with classification depending on the nature of the services rendered.
The fair value of the Company’s stock options is estimated using the Black-Scholes-Merton Option Pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the stock options or restricted stock, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes-Merton Option Pricing model and based on actual experience. The assumptions used in the Black-Scholes-Merton Option Pricing model could materially affect compensation expense recorded in future periods.
| 12 |
Basic income (loss) per share is computed by dividing the net income (loss) attributable to common stockholders by the weighted average number of outstanding common shares during the period. Shares of restricted stock are included in the basic weighted average number of common shares outstanding from the time they vest. Diluted income (loss) per share is computed by dividing net income (loss) applicable to common stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued. Diluted income (loss) per share excludes all potential common shares if their effect is anti-dilutive. The following potentially dilutive shares were excluded from the shares used to calculate diluted earnings per share as their inclusion would be anti-dilutive:
| June 30, 2026 | December 31, 2025 | |||||||
| Options | ||||||||
| Warrants | ||||||||
| Total | ||||||||
Fair Value of Financial Instruments
FASB ASC 825, “Financial Instruments” requires that the Company disclose estimated fair values of financial instruments. Financial instruments held by the Company include, among others, accounts receivable, accounts payable and long-term debt. The carrying amounts reported in the balance sheets for assets and liabilities qualifying as financial instruments are a reasonable estimate of fair value.
As defined in FASB ASC 280 “Fair Value Measurements”, fair value is the price that would be received to sell an asset or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. In determining fair value, the Company utilizes certain assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and/or the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable firm inputs. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. Based on the examination of inputs used in the valuation techniques, the Company is required to provide the following information according to the fair value hierarchy. The fair value hierarchy ranks the quality and reliability of the information used to determine fair values. Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories.
| ● | Level 1: | Quoted market prices in active markets for identical assets or liabilities | |
| ● | Level 2: | Inputs to the valuation methodology include: | |
| ○ | Quoted prices for similar assets or liabilities in active markets; | ||
| ○ | Quoted prices for identical assets or similar assets or liabilities in inactive markets; | ||
| ○ | Inputs other than quoted prices that are observable for the asset or liability; | ||
| ○ | Inputs that are derived principally from or corroborated by observable market data by correlation or other means. | ||
| ● | Level 3: | Unobservable inputs that are not corroborated by market data |
A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.
Segments
As of June 30, 2026, the Company has two operating business segments: (i) Range Land and (ii) Range Services. Range Land is focused on acquiring former mine lands with the goal of reclaiming and repurposing the sites into long-term revenue generating projects. Range Services provides environmental and operational support services to help reclaim and repurpose the acquired former mine lands.
| 13 |
In accordance with the “Segment Reporting” Topic of the ASC 280, the Company’s chief operating decision-maker has been identified as the Chief Executive Officer, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in economic characteristics, nature of products and services, and procurement, manufacturing, and distribution processes.
Recent Accounting Pronouncements
In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”. This ASU enhances income tax disclosures by providing information to better assess how an entity’s operations, related tax risks, tax planning and operational opportunities affect its tax rate and prospects for future cash flows. This ASU requires additional disclosures to the annual effective tax rate reconciliation including specific categories and further disaggregated reconciling items that meet the quantitative threshold. Additionally, this ASU requires disclosures relating to income tax expense and payments made to federal, state, local and foreign jurisdictions. This ASU is effective for fiscal years and interim periods beginning after December 15, 2024. The Company made the requisite updates in the notes to the annual financial statements for the period ended December 31, 2025.
In November 2024, the FASB issued ASU 2024-03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.” This update requires public entities to disaggregate income statement expense line items and to disclose in tabular format within the notes to the financial statements certain categories of costs (e.g., purchases of inventory, employee compensation, depreciation, intangible asset amortization, depletion) to the extent line items contain such costs. In addition, entities will be required to define and disclose selling expenses. The additional disclosures may be provided prospectively or retrospectively. The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company has adopted this ASU effective January 1, 2025, with no material impact.
2. DISPOSALS AND DISCONTINUED OPERATIONS
During
the year ended December 31, 2025, the Company sold all of its common stock in Collins Building to its former owner for $
Loss from Discontinued Operations
Discontinued operations for the three and six months ended June 30, 2025 consist of results from Collins Building and third-party reclamation services provided by wholly-owned subsidiaries of the Company.
The following table provides details about the major classes of line items constituting “Loss from discontinued operations” presented in the Company’s Consolidated Statements of Operations:
3 Months Ended June 30, 2025 | 6 Months Ended June 30, 2025 | |||||||
| Revenue | $ | $ | ||||||
| Cost of revenues | $ | $ | ||||||
| Depreciation | $ | $ | ||||||
| Income (loss) from discontinued operations | $ | ( | ) | $ | ||||
| 14 |
3. ACQUISITION OF FOLA MINE
On
March 31, 2025, the Company, through its wholly-owned subsidiary, Range Sky View Land, LLC (“Range Sky View”), entered
into an agreement with AppleAtcha Land, LLC and WV Reclaim Co. LLC pursuant to which it acquired approximately 13,000 acres of
surface land and
| Asset retirement obligation, December 31, 2024 | $ | |||
| Accretion during the period | ||||
| Sites added during the period | ||||
| Sites removed during the period | ( | ) | ||
| Revisions in estimated cash flows during the period | ( | ) | ||
| Expenditures during the period | ( | ) | ||
| Asset retirement obligation, December 31, 2025 | $ |
The
Company accounted for the above-described transactions as a business combination in accordance with ASC 805 “Business
Combinations”. The Company has made an allocation of the purchase price paid for the assets acquired and the liabilities
assumed. The fair value of the acquired land was $
| Fair value of Fola Mine land acquired | $ | |||
| Accounts receivable credited in lieu of cash | ( | ) | ||
| Bargain purchase gain recognized | $ | |||
| Cash consideration | ||||
| Assumed liabilities | ||||
| Purchase price | $ | |||
| Acquisition transaction costs incurred | $ |
| 15 |
4. ACQUISITION OF PREMIER-CAMBRIAN MINE
On
December 31, 2025, the Company, through its wholly-owned subsidiary, Range Bluegrass Land, LLC (“Range Bluegrass”),
entered into an agreement with Continental Land Co. LLC pursuant to which it acquired
| Asset retirement obligation, December 31, 2024 | $ | |||
| Accretion during the period | ||||
| Sites added during the period | ||||
| Sites removed during the period | ||||
| Revisions in estimated cash flows during the period | ||||
| Expenditures during the period | ||||
| Asset retirement obligation, December 31, 2025 | $ |
In
connection with this transaction, the Company entered into two consulting agreements (“Consulting Agreements”) with
unaffiliated third parties related to the reclamation and repurposing of approximately
In
addition, Range Bluegrass entered into an equity option agreement (“Equity Option”) pursuant to which a non-affiliated third
party was granted the right to receive the same amount of cash distributions made by Range Bluegrass to the Company, such right convertible
into the right to receive
The
Company accounted for these transactions as a business combination in accordance with ASC 805 “Business Combinations”. The
Company has performed an allocation of the purchase price paid for the assets acquired and the liabilities assumed. The fair value of
the surface land of the Premier-Cambrian Mine was $
| Fair value of Premier-Cambrian Mine land acquired | $ | |||
| Assumed liabilities | ( | ) | ||
| Bargain purchase gain before noncontrolling interest adjustment | $ | |||
| Noncontrolling interest adjustment of 50% | ( | ) | ||
| Bargain purchase gain | $ | |||
| Purchase price | $ | |||
| Acquisition transaction costs incurred | $ |
| 16 |
5. ASSET RETIREMENT OBLIGATIONS
Reclamation. The Company’s asset retirement obligations arise from the Federal Surface Mining Control and Reclamation Act of 1977 and similar state statutes, which require mine properties to be restored in accordance with regulatory standards and approved reclamation plans.
Reclamation activities primarily include restoring refuse and slurry ponds, reclaiming pits and related surface areas, sealing portals at underground mines, and treating water. The Company estimates the future cash flows needed to satisfy these obligations on a permit-by-permit basis using current permit requirements and various assumptions, including assumptions of estimated disturbed acreage, cost estimates, and expected productivity. Estimates of disturbed acreage are based on approved mining plans and related engineering data. Cost estimates reflect expected third-party costs. Productivity assumptions are based on historical performance of the equipment expected to be utilized in the reclamation activities.
The Company is subject to evolving environmental regulations, which may be stringent and are often beyond its control. Such changes could increase its costs and materially increase its asset retirement obligations.
The Company’s asset retirement obligations are initially recorded at fair value, determined using assumptions including a discount rate and third-party margin, each of which is discussed further below:
Discount
Rate. The Company’s asset retirement obligations are initially recorded at fair value. The Company utilizes discounted cash
flow techniques to estimate the fair value of its obligations. The Company bases its discount rate on the rates of treasury bonds with
maturities similar to expected mine lives and adjusts for its credit standing as necessary after considering funding and assurance provisions.
Changes in the Company’s credit standing could have a material impact on the valuation of its asset retirement obligations.
Third-Party Margin. The measurement of an obligation at fair value is based upon the amount a third party would demand to perform the obligation. Because the Company plans to perform a significant amount of the reclamation activities with internal resources, a third-party margin was added to the estimated costs of these activities. This margin was estimated based upon the Company’s historical experience with contractors performing similar types of reclamation activities. The inclusion of this margin will result in a recorded obligation that is greater than its estimates of its cost to perform the reclamation activities. If the Company’s cost estimates are accurate, the excess of the recorded obligation over the cost incurred to perform the work will be recorded as a reduction to amortization within its Consolidated Statements of Operations at the time that reclamation work is completed.
On
at least an annual basis, the Company reviews its reclamation liabilities and makes necessary adjustments for permit changes, if
any, as granted by state authorities, additional costs resulting from accelerated mine closures, and revisions to cost estimates and
productivity assumptions to reflect current experience and updated plans. As of December 31, 2025, the Company recorded asset
retirement obligation liabilities of $
Minimum reclamation standards established by federal and state regulatory agencies govern the Company’s reclamation requirements at its mining operations. The Company’s asset retirement obligations consist principally of costs to restore acreage disturbed by surface mining operations as well as costs associated with reclaiming support acreage, treating mine water discharge, and performing other related functions at underground mines. The Company records asset retirement obligations at fair value in the period in which the legal obligation associated with the retirement of the long-lived asset is incurred. Changes to asset retirement obligations resulting from permitted sites being added or removed or changes in future cash flow estimates are made in the period in which the change occurs and are offset by increasing or decreasing the carrying value of the related long-lived asset by an equal amount. Changes to the asset retirement obligation are also recognized as accretion expense in future periods. Changes to long-lived assets are also recognized as amortization expense in future periods. The Company reviews its estimated future cash flows for asset retirement obligations on at least an annual basis. The Company’s asset retirement obligations are based on management’s best estimate and may change from period to period as estimated future cash flows change.
| Total asset retirement obligations on December 31, 2025 | $ | |||
| Accretion during the six-month period ended June 30, 2026 | ||||
| Sites added during the six-month period ended June 30, 2026 | ||||
| Sites removed during the six-month period ended June 30, 2026 | ||||
| Revisions in estimated cash flows during the six-month period ended June 30, 2026 | ||||
| Expenditures during the six-month period ended June 30, 2026 | ( | ) | ||
| Total asset retirement obligations on June 30, 2026 | $ |
| 17 |
Issuance of Common Stock
On
January 21, 2025, the Company entered into a securities purchase agreement for the issuance and sale of shares of the Company’s
common stock at a price of $ per share. The aggregate proceeds to the Company were $
On
February 6, 2025, the Company entered into a securities purchase agreement for the issuance and sale of shares of the Company’s
common stock at a price of $ per share. The aggregate proceeds to the Company were $
On
January 13, 2026, the Company entered into a securities purchase agreement for the issuance and sale of shares of the Company’s
common stock at a price of $ per share. The aggregate proceeds to the Company were $
On
May 31, 2026, the Company entered into a securities purchase agreement for the issuance and sale of shares of the Company’s
common stock at a price of $ per share. The aggregate proceeds to the Company were $
On
June 30, 2026, the Company entered into a securities purchase agreement for the issuance and sale of shares of the Company’s
common stock at a price of $ per share. The aggregate proceeds to the Company were $
Under the terms of a stock purchase agreement dated May 31, 2026, the Company has
commitments to purchase shares of the Company’s common stock for an aggregate purchase price of $
Stock options issued during the three months ended June 30, 2026 and the three months ended June 30, 2025
During the three months ended June 30, 2026, the Company granted options to a strategic advisor to purchase shares of the Company’s common stock with an exercise price of $ per share that expire from the date of grant. The options vested upon grant. The fair value of the option award was estimated on the date of grant using the Black-Scholes-Merton Option Pricing model based on the following assumptions: (i) volatility rate of %, (ii) discount rate of %, (iii) expected dividend yield, and (iv) expected life of years, which is the term of the options. The total fair value of the option grant at its grant date was approximately $ which was allocated to general and administrative expenses during the three months ended June 30, 2026.
| 18 |
Additionally,
a director exercised a stock option for shares at the strike price of $ during the three months ended June 30, 2026. Cash
received from the exercise was $
During
the three months ended June 30, 2025, the Company granted options to an officer and two directors to purchase shares (each) of
the Company’s common stock with an exercise price of $ per share that expire from the date of grant. All options
vested upon grant. The fair value of the option award was estimated on the date of grant using the Black-Scholes-Merton Option Pricing
model based on the following assumptions: (i) volatility rate of %, (ii) discount rate of %, (iii) expected dividend yield,
and (iv) expected life of years, which is the term of the options. The total fair value of the option grants at their grant dates
was approximately $ each, for a total of $
| Shares | Weighted Average Exercise Price | |||||||
| Balance Outstanding at December 31, 2025 | $ | |||||||
| Granted | ||||||||
| Exchanged | ||||||||
| Exercised | ( | ) | ||||||
| Expired | ( | ) | ||||||
| Forfeited | ||||||||
| Balance Outstanding at June 30, 2026 | $ | |||||||
| Balance Exercisable at June 30, 2026 | $ | |||||||
At June 30, 2026, the outstanding stock options had $ of intrinsic value.
| Number of Options | Weighted Average Exercise Price | Weighted Average Grant- Date Stock Price | ||||||||||
| Options Outstanding and Exercisable, June 30, 2026 | $ | $ | ||||||||||
| $ | $ | |||||||||||
| $ | $ | |||||||||||
| $ | $ | |||||||||||
| $ | $ | |||||||||||
| $ | $ | |||||||||||
| $ | $ | |||||||||||
| $ | $ | |||||||||||
| $ | $ | |||||||||||
| $ | $ | |||||||||||
| $ | $ | |||||||||||
| $ | $ | |||||||||||
| $ | - | $ | - | |||||||||
| $ | - | $ | - | |||||||||
| 19 |
8. WARRANTS
A summary of warrants to purchase common stock issued during the six months ended June 30, 2026 is as follows:
| Shares | Weighted Average Exercise Price | |||||||
| Balance Outstanding and Exercisable at December 31, 2025 | $ | |||||||
| Granted | ||||||||
| Exercised | ||||||||
| Expired | ||||||||
| Balance Outstanding and Exercisable at June 30, 2026 | $ | |||||||
At
June 30, 2026, the
9. LONG-TERM DEBT OBLIGATIONS
Long-term
debt consists of bank term debt which was consolidated from existing lines of credit in September 2025. The bank term loan has a principal balance of $
A summary of payments due under the Company’s long-term debt as of June 30, 2026 is as follows:
| July 2026 through June 2027 | $ | |||
| July 2027 through June 2028 | ||||
| July 2028 through June 2029 | ||||
| July 2029 through June 2030 | ||||
| Total long-term debt | $ |
| 20 |
10. MAJOR CUSTOMER AND CONCENTRATION OF CREDIT RISK
Sales
to the Company’s largest customer accounted for
Accounts
receivable from this customer represented
11. COMMITMENTS AND CONTINGENCIES
From time to time, the Company is involved in legal matters arising in the ordinary course of business. While management believes that such matters are not currently material, there can be no assurance these or other matters will not have an adverse effect on its business, financial condition or results of operations.
12. SEGMENT INFORMATION
ASC
280, “Segment Reporting” establishes standards for reporting operating segment information consistent with the Company’s
internal organizational structure, as well as disclosures related to services, categories, business segments and major customers.
The two reportable segments that result from applying the aggregation criteria are as follows:
| ● | Range Land – mine land acquired, reclaimed and redeveloped to meet strategically essential future needs of the United States, including power generation, data centers, rare earth elements, agriculture, housing, and health |
| ● | Range Services – services in support of reclamation and redevelopment of acquired mine land |
The Company had no inter-segment sales for the periods presented.
| 21 |
Summarized financial information concerning the Company’s reportable segments is shown as below:
By Categories
| For the three months ended June 30, 2026 | ||||||||||||||||
| Range Land | Range Services | Corporate | Total | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Operating (loss) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net (loss) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total assets | ||||||||||||||||
| Depreciation | ||||||||||||||||
| Amortization | ||||||||||||||||
| Accretion | ||||||||||||||||
| Interest expense | ||||||||||||||||
| Capital expenditures for long-lived assets | $ | $ | $ | $ | ||||||||||||
| For the three months ended June 30, 2025 | ||||||||||||||||
| Range Land | Range Services | Corporate | Total | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Operating income (loss) continuing | ( | ) | ( | ) | ( | ) | ||||||||||
| Operating income (loss) discontinued | ( | ) | ( | ) | ||||||||||||
| Net income (loss) | ( | ) | ( | ) | ( | ) | ||||||||||
| Total assets | ||||||||||||||||
| Depreciation from continuing operations | ||||||||||||||||
| Depreciation from discontinued operations | ||||||||||||||||
| Amortization | ||||||||||||||||
| Accretion | ||||||||||||||||
| Interest expense | ||||||||||||||||
| Capital expenditures for long-lived assets | $ | $ | $ | $ | ||||||||||||
| For the six months ended June 30, 2026 | ||||||||||||||||
| Range Land | Range Services | Corporate | Total | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Operating (loss) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net (loss) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total assets | ||||||||||||||||
| Depreciation | ||||||||||||||||
| Amortization | ||||||||||||||||
| Accretion | ||||||||||||||||
| Interest expense | ||||||||||||||||
| Capital expenditures for long-lived assets | $ | $ | $ | $ | ||||||||||||
| For the six months ended June 30, 2025 | ||||||||||||||||
| Range Land | Range Services | Corporate | Total | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Operating income (loss) from continuing operations | ( | ) | ( | ) | ( | ) | ||||||||||
| Operating income (loss) from discontinued operations | ||||||||||||||||
| Net income (loss) | ( | ) | ( | ) | ||||||||||||
| Total assets | ||||||||||||||||
| Depreciation from continuing operations | ||||||||||||||||
| Depreciation from discontinued operations | ||||||||||||||||
| Amortization | ||||||||||||||||
| Accretion | ||||||||||||||||
| Interest expense | ||||||||||||||||
| Capital expenditures for long-lived assets | $ | $ | $ | $ | ||||||||||||
13. SUBSEQUENT EVENTS
On July 1, 2026, the Company granted stock options to certain advisors to purchase up to an aggregate of common shares at an exercise price of $ per share. of the options issued to one advisor vested immediately while the other options issued to another advisor vest over a three-year period. All options expire ten years from the grant date.
On July 1, 2026, the Company issued warrants to purchase up to shares of common stock to an entity as compensation for professional services. The warrants will vest over time as three specific milestones are achieved. The warrants expire on July 1, 2033.
| 22 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Cautionary Statement
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our Unaudited Condensed Financial Statements and the related notes thereto contained in Part I, Item 1 of this Quarterly Report. The information contained in this Quarterly Report is not a complete description of our business or the risks associated with an investment in our common stock. We urge you to carefully review and consider the various disclosures made by us in this Quarterly Report and in our other reports filed with the Securities and Exchange Commission (the “SEC”), including our Annual Report on Form 10-K for the year ended December 31, 2025 filed on March 30, 2026, and the accompanying audited financial statements and notes included therein.
Certain statements made in this Quarterly Report constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). Forward-looking statements are projections in respect of future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “intend,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, which may cause our or our industry’s actual results, levels of activity or performance to be materially different from any future results, levels of activity or performance expressed or implied by these forward-looking statements. These risks and uncertainties include: general economic and financial market conditions; our ability to obtain additional financing as necessary; our ability to continue operating as a going concern; any adverse occurrence with respect to our business; other factors beyond our control; and the other risks described under the heading “Risk Factors” in our Annual Report on Form 10-K filed with the SEC on March 30, 2026.
Although we believe that the expectations and assumptions reflected in the forward-looking statements we make are reasonable, we cannot guarantee future results, levels of activity or performance. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those expressed by any forward-looking statements. As a result, readers should not place undue reliance on any of the forward-looking statements we make in this report. Forward-looking statements speak only as of the date on which they are made. Except as required by law, we undertake no obligation to revise or update publicly any forward-looking statements for any reason.
Company Overview
The Company’s mission is to become a catalyst for long-term economic growth in disadvantaged coal communities throughout Appalachia and develop long-term solutions to environmental, social, and health challenges resulting from decades of coal mining. Our strategy is to acquire large former coal mines burdened by legacy permits and bond obligations, reclaim the former coal mines to unlock the underlying value of the land, and redevelop the land to meet strategically essential future needs of the United States, including power generation, data centers, rare earth elements, agriculture, housing, and health.
The Company owns approximately 30,000 acres of surface land and over 150,000 acres of mineral interest across Appalachia. The Company provides resources and support for the reclamation of 79 permits on the Fola Mine and Premier-Cambrian Mine, which carry asset retirement obligations estimated to be $80.0 million as of June 30, 2026. The Company’s acquisition strategy is to pay de minimis cash consideration to acquire former coal mine land, and instead, provide as consideration the resources and support necessary to reclaim the property. Once the coal mine has been reclaimed and the associated bonds and permits have been released, the underlying land value is unlocked and can be redeveloped into new non-coal mining projects that have the potential to create significant long-term value for the Company’s shareholders.
Our corporate headquarters is in Cleveland, Ohio, with additional office locations in Fola, West Virginia and Myra, Kentucky. As of August 12, 2026, we have 10 full-time employees. We also engage consultants and professional service firms as needed to provide us with flexible and experienced resources while maintaining a cost-effective overhead structure.
| 23 |
Operating Business Segments
Our two operating business segments are Range Land and Range Services.
Range Land
Range Land acquires, reclaims, and redevelops Company-owned land for projects that support strategically important U.S. needs of the United States, including power generation, data centers, rare earth elements, agriculture, housing, and health.
Industry estimates indicate that Appalachia contains approximately one million acres of abandoned, idled and non-performing mine sites that are burdened with significant land reclamation and water restoration obligations. Many of these mine sites remain encumbered by mining permits and associated reclamation bonds, restricting land redevelopment until reclamation is complete and the permits and bonds have been released. Water quality presents a key restraint, as permit release typically requires at least 12 consecutive months of compliant water sampling without active chemical treatment, underscoring the need for effective water restoration solutions to transform former coal mine lands into economically viable non-mining uses.
By leveraging internal and external resources, the Company has the capabilities to reclaim land, restore waterways, implement innovative water treatment solutions, and secure mine sites preserving significant legacy infrastructure. The Company also brings expertise in navigating the permit and bond release process, which is critical to unlocking the underlying value of former coal mine land for redevelopment.
Range Services
Range Services is the business segment that provides environmental and operational support services to reclaim and redevelop former coal mine land. All reclamation, water treatment and site security employees, equipment and trucks, and technological innovations are housed within this segment. Range Services currently serves only Company-owned land and does not provide services to third parties.
Reclamation activities include grading, recontouring, revegetation, erosion control, and other activities necessary to satisfy federal and state post-mining land use standards. Water treatment services include the operation and maintenance of passive and active treatment systems designed to manage and treat mine-impacted water, including acid mine drainage, in compliance with applicable permits. This includes sampling, laboratory coordination, and treatment using both conventional methods and innovative solutions, such as the Company’s proprietary biochar water filtration technologies under development. Range Services also provides physical site security, access control, and risk mitigation activities to ensure the safety, compliance, and regulatory protection of the Company’s land assets.
Competition
The Company operates in a large and growing marketplace for land development projects that support power generation, data centers, rare earth elements, agriculture, housing, and health. As a result, the Company competes with a variety of operating businesses and investment funds pursuing similar business plans and operating strategies. Many of these competitors are larger and better capitalized than the Company.
Our Company competes based on several factors, including its ability to obtain new bonds to acquire former coal mines, its geographic focus on Appalachia, its ability to recruit and retain key personnel, its experienced team of strategic advisors, its investment in artificial intelligence, and its strategic relationships with key stakeholders. Our ability to continue to compete effectively in our businesses will depend upon our ability to continue to attract capital and qualified employees.
| 24 |
Results of Operations
Three Months Ended June 30, 2026 and June 30, 2025
Revenue from continuing operations was $1,109,661 for the three months ended June 30, 2026 , compared to $1,106,089 for the prior-year period. Operating loss increased primarily due higher non-cash depreciation, amortization, and accretion expenses.
For the three months ended June 30, 2026, general and administrative expenses were $526,743, compared to $317,987 from continuing operations incurred for the three months ended June 30, 2025, an increase of $208,756. General and administrative expenses generally include corporate overhead, salaries and other compensation costs, financial and administrative contracted services, legal and audit fees, other professional and consulting fees, insurance, marketing, and travel expenses. The largest increase in general and administrative expenses for the three months ended June 30, 2026 compared to the three months ended June 30, 2025, was attributable to additional consulting, professional, and legal fees of $205,151 primarily incurred in connection with transactions closed during the period.
For the three months ended June 30, 2026, the Company incurred net other expense in the amount of $33,968, compared to total net other expense of $679,288 recorded for the three months ended June 30, 2025, a decrease of $645,320. This decrease in net other expense is primarily attributable to the deficiency claim on returned equipment of $560,402, a loss on sale of fixed assets of $34,012, and higher interest expense of $53,350 in the quarter ended June 30, 2025, compared to the quarter ended June 30, 2026.
Net loss for the three months ended June 30, 2026 was $(1,861,830) compared to a net loss of $(1,028,795) for the three months ended June 30, 2025 (an increase of $833,035). This increase is primarily due to increased non-cash expenses of depreciation, amortization and accretion of $1,374,140 in the three months ended June 30, 2026, offset by the reduction of other non-operating expenses totaling $645,320 recognized in the three months ended June 30, 2025.
Six Months Ended June 30, 2026 and June 30, 2025
Revenue from continuing operations for the six months ended June 30, 2026 was $2,025,041 primarily related to coal royalties and its operating loss was ($3,627,067). The operating loss is the result of non-cash depreciation, amortization, and accretion expenses of $4,554,624 incurred in connection with continuing operations. The Company’s revenue from continuing operations for the six months ended June 30, 2025 was $1,106,089 and its operating loss from continuing operations was $(910,278). The operating loss was primarily the result of non-cash depreciation, amortization, and accretion expenses of $1,020,072 incurred in connection with continuing operations.
For the six months ended June 30, 2026, general and administrative expenses were $991,548, compared to $757,899 from continuing operations incurred for the six months ended June 30, 2025, an increase of $233,649. General and administrative expenses generally include corporate overhead, salaries and other compensation costs, financial and administrative contracted services, legal and audit fees, other professional and consulting fees, insurance, marketing, and travel expenses. The largest increase in general and administrative expenses for the six months ended June 30, 2026 compared to the six months ended June 30, 2025, was attributable to additional accounting, professional, and legal fees of $215,297 primarily incurred in connection with transactions closed during the period.
For the six months ended June 30, 2026, the Company incurred net other expense in the amount of $68,453, compared to net other income of $4,975,635 recorded for the six months ended June 30, 2025, an increase of $5,044,088. This increase in net other expense is attributable to a gain on bargain purchase of $5,602,484, other income of $86,071, and gains on sales of fixed assets of $25,668 offset by a deficiency claim on returned equipment of $560,402 which were recorded in the six month period ended June 30, 2025 which did not occur in the period ended June 30, 2026. Additionally, interest expense was $68,453 in the six-month period ended June 30, 2026, compared to $178,186 in the six-month period ended June 30, 2025 (a reduction of $109,733).
Net loss for the six months ended June 30, 2026 was $(3,695,520) compared to a net income of $4,070,832 for the six months ended June 30, 2025 (a decrease of $7,766,352). This decrease is due to the nonrecurring other income items recorded in the six month period ended June 30, 2025 discussed above which totaled $5,153,821 as well as increased non-cash expenses of depreciation, amortization and accretion of $3,534,552 in the six-month period ended June 30, 2026 compared to the six month period ended June 30, 2025.
Liquidity and Capital Resources
As of June 30, 2026, the Company had total current assets of $2,898,795, comprised of: (i) cash of $646,009, (ii) accounts receivable of $1,438,276, (iii) stock subscription receivable of $750,000, (iv) deposits of $15,115, and (v) prepaid expenses of $49,395. As of June 30, 2026, the Company had total current liabilities of $3,418,402, consisting of: (i) accounts payable of $852,493, (ii) accrued expenses of $2,165,909, and (iii) the current portion of long-term debt of $400,000. As a result, as of June 30, 2026, the Company had negative working capital of $(519,607). As of December 31, 2025, the Company had negative working capital of $(944,511).
As of June 30, 2026, the Company had long-term assets of $119,533,534, comprised of: (i) land of $42,548,402, (ii) long-term intangible assets of $76,242,451, (iii) note receivable of $658,240, and (iv) net property and equipment of $84,441. As of June 30, 2026, the Company had long-term liabilities of $82,119,368, comprised of: (i) asset retirement obligations of $79,919,368, (ii) long-term debt, net of current portion of $1,200,000, and (iii) long-term deposits held of $1,000,000. As of December 31, 2025, the Company had long-term assets of $120,478,387, comprised of: (i) land of $42,548,402, (ii) long-term intangible assets of $77,814,610, and (iii) net property and equipment of $115,375. As of December 31, 2025, the Company had long-term liabilities of $81,744,297, comprised of: (i) asset retirement obligations of $79,344,297, (ii) long-term debt, net of current portion, of $1,400,000, and (iii) long-term deposits held of $1,000,000.
Sources of Capital
We expect royalty income to substantially offset our general operating expenses. In addition, as of June 30, 2026, we had cash of $646,009 and expected to receive additional proceeds under our stock purchase agreement, under which $7.5 million of future share purchases are scheduled to occur in monthly installment of $750,000 through April 2027. Based on these expected sources of liquidity, we believe we will have sufficient liquidity to operate our business over the next 12 months. If additional capital is required beyond our existing resources, we intend to pursue financing options to support the funding and execution of our growth strategy and shareholder value creation plan.
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Our estimated cash needs for the 12-month period ending June 30, 2027 could increase if we experience lower-than-anticipated revenues or higher-than-anticipated expenses in connection with our planned business. In addition, our estimates of the cash required to operate our business may also prove to be too low, and we may spend our available financial resources faster than expected. If our existing liquidity sources are insufficient, we may need to raise additional capital. If we are unable to raise the additional capital when needed, we may be required to delay, scale back or eliminate some or all of our proposed operations, which could materially and adversely affect our business, financial condition and results of operation.
Management has evaluated the Company’s liquidity and capital resources for the twelve-month period from the date of issuance of these unaudited interim financial statements and concluded that no substantial doubt exists about the Company’s ability to continue as a going concern based on the Company’s improved cash position and anticipated cash flows.
Until the Company achieves positive cash flow, we expect to fund our operations, in part, through equity and debt financings. Any issuance of equity or convertible debt securities – whether to raise capital or to fund acquisitions - may result in substantial dilution to existing stockholders and involve securities with rights, preferences and privileges senior to those of our existing stockholders. Incurring additional debt would increase interest expense, liabilities and future cash commitments. In addition, capital-raising activities may result in substantial costs, including investment banking fees, legal fees, and other related costs.
Net Cash Provided By (Used In) Operating Activities
For the six months ended June 30, 2026, net cash used in operating activities was $(3,206,662), comprised of: (i) a net loss of $3,695,520, (ii) non-cash depreciation of $30,934, (iii) non-cash amortization of long-term assets of $1,572,159, (iv) non-cash accretion expense of $2,951,531, (v) non-cash vested stock option expense of $108,000, (vi) an increase in current assets of $1,512,892, (vii) a decrease in current liabilities of $284,414, and (viii) cash paid for asset retirement obligations of $2,376,460. For the six months ended June 30, 2025, net cash used in operating activities was $(301,331), comprised of: (i) net income of $4,070,832, (ii) non-cash depreciation of $125,043 (comprised of $63,771 from continuing operations and $61,272 from discontinued operations), (iii) non-cash amortization of long-term assets of $364,167, (iv) non-cash accretion expense of $592,134, (v) add back of the non-cash gain on removal of permitted sites of $2,444, (vi) add-back of the non-cash bargain purchase gain of $5,602,484, (vii) a gain on asset disposals of $25,668, (viii) non-cash vested stock option expense of $168,980, (ix) non-cash deficiency claim on returned equipment of $560,402, (x) a decrease in current assets of $103,925, (xi) a decrease in current liabilities of $41,670, and (xii) cash paid for asset retirement obligations of $614,548.
Net Cash Provided By (Used In) Investing Activities
For the six months ended June 30, 2026, there was no net cash provided by or used in investing activities. For the six months ended June 30, 2025, net cash provided by investing activities was $304,500, comprised of $404,500 of proceeds from the sale of equipment, partially offset by $100,000 for equipment purchases.
Net Cash Provided By (Used In) Financing Activities
For the six months ended June 30, 2026, net cash provided by financing activities was $1,742,500, comprised of $1,942,500 from the sale of our common stock, partially offset by the repayment of long-term debt of $200,000. For the six months ended June 30, 2025, net cash used by financing activities was $(122,143), comprised of $600,000 from the sale of our common stock, offset by the repayment of long-term debt of $522,143, and repayment on our line of credit of $200,000.
Off-Balance Sheet Arrangements
We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that would be material to stockholders.
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Critical Accounting Policies
Our financial statements and accompanying notes included in this report have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) applied on a consistent basis. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.
We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. In general, management’s estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from the estimates made by management.
We believe the following critical accounting policies require us to make significant judgments and estimates in the preparation of our consolidated financial statements included in this report:
Asset Retirement Cost and Obligations
Reclamation. Our asset retirement obligations arise from the Federal Surface Mining Control and Reclamation Act of 1977 and similar state statutes, which require that mine property be restored in accordance with specified standards and an approved reclamation plan. Significant reclamation activities include reclaiming refuse and slurry ponds, reclaiming the pit and support acreage at surface mines, sealing portals at deep mines, and the treatment of water. We determine the future cash flows necessary to satisfy our reclamation obligations on a permit-by-permit basis based upon current permit requirements and various estimates and assumptions, including estimates of disturbed acreage, cost estimates, and assumptions regarding productivity. We are also faced with increasingly stringent environmental regulations, much of which are beyond our control, which could increase our costs and materially increase our asset retirement obligations. Estimates of disturbed acreage are determined based on approved mining plans and related engineering data. Cost estimates are based upon third-party costs. Productivity assumptions are based on historical experience with the equipment that is expected to be utilized in the reclamation activities. Our asset retirement obligations are initially recorded at fair value. In order to determine fair value, we use assumptions including a discount rate and third-party margin. Each is discussed further below:
Discount Rate. Our asset retirement obligations are initially recorded at fair value. We utilize discounted cash flow techniques to estimate the fair value of our obligations. We base our discount rate on the rates of treasury bonds with maturities similar to expected mine lives and adjust for our credit standing as necessary after considering funding and assurance provisions. Changes in our credit standing could have a material impact on the valuation of our asset retirement obligations.
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Third-Party Margin. The measurement of an obligation at fair value is based upon the amount a third party would demand to perform the obligation. Because we plan to perform a significant amount of the reclamation activities with internal resources, a third-party margin was added to the estimated costs of these activities. This margin was estimated based upon our historical experience with contractors performing similar types of reclamation activities. The inclusion of this margin will result in a recorded obligation that is greater than our estimates of our cost to perform the reclamation activities. If our cost estimates are accurate, the excess of the recorded obligation over the cost incurred to perform the work will be recorded as a reduction to amortization within our Consolidated Statements of Operations at the time that reclamation work is completed.
On at least an annual basis, we review our reclamation liabilities and make necessary adjustments for permit changes, if any, as granted by state authorities, additional costs resulting from accelerated mine closures, and revisions to cost estimates and productivity assumptions to reflect current experience and updated plans. Refer to Note 5 to the Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q for reclamation disclosures including a table summarizing the changes in asset retirement obligations for the six months ended June 30, 2026.
Use of Estimates and Assumptions
The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. The more significant estimates and assumption by management include, among others, assumptions used in valuing assets acquired in business acquisitions, reserves for accounts receivable, assumptions used in valuing equity instruments issued for services, the valuation allowance for deferred tax assets, accruals for potential liabilities, and assumptions used in the determination of the Company’s liquidity. Actual results could differ from those estimates.
Business Combinations
Business combinations are accounted for using the purchase method of accounting under ASC 805, “Business Combinations.” This method requires the Company to record assets and liabilities of the businesses acquired at their estimated fair values as of the acquisition date. Any excess of the cost of the acquisition over the fair value of the net assets acquired is recorded as goodwill. Determining the fair value requires management to make estimates and assumptions including discount rates, rates of return on assets, and long-term sales growth rates.
Revenue Recognition
The Company recognizes revenue under ASC 606, “Revenue from Contracts with Customers”. The core principle of the ASC 606 revenue recognition standard is that a company should recognize revenue by analyzing the following five steps: (1) identify the contract with the customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations; and (5) recognize revenue when (or as) each performance obligation is satisfied.
The Company primarily invoices customers for coal royalties and recognizes revenue on a periodic basis as coal is shipped. Costs for equipment, labor and chemicals are generally expensed as incurred. All revenue is recognized at a point in time.
The Company recognized revenue on reclamation contracts over time for operations included in discontinued operations. The Company’s contracts were generally accounted for as a single performance obligation since the Company was providing a significant service of integrating components into a single project. The Company recognized revenue using a cost-based input method, by which actual costs incurred relative to total estimated contract costs determine, as a percentage, progress toward contract completion. This percentage was applied to the transaction price to determine the amount of revenue to recognize. The Company believes the cost-based input method is the most faithful depiction of performance because it directly measures the value of the services transferred to the customer.
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Stock-Based Compensation
The Company periodically issues stock options and restricted stock awards to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for such grants issued and vesting based on ASC 718, “Compensation - Stock Compensation” whereby the value of the award is measured on the date of grant and recognized for employees as compensation expense on the straight-line basis over the vesting period. Recognition of compensation expense for non-employees is in the same period and manner as if the Company had paid cash for the services.
Recent Accounting Pronouncements
Please refer to Footnote 1 of the accompanying financial statements for management’s discussion of recent accounting pronouncements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not Applicable.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
We have established disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to management, including our principal officers, as appropriate to allow timely decisions regarding required disclosure. Our Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2026, and have concluded that our disclosure controls and procedures were effective as of June 30, 2026.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ended June 30, 2026 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. The impact and outcome of litigation, if any, is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are not currently a party to and our properties are not currently the subject of any material pending legal proceedings the adverse outcome of which, individually or in the aggregate, would be expected to have a material adverse effect on our financial position or results of operations.
Item 1A. Risk Factors
Please refer to the risks described under the heading “Risk Factors” in our Annual Report on Form 10-K filed with the SEC on March 30, 2026.
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 and other regulatory matters is filed as Exhibit 95 to this Form 10-Q pursuant to the requirements of Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K (17 CFR 229.104).
Item 5. Other Information:
None
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Item 6. Exhibits
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† Furnished herewith.
* Filed herewith.
# Indicates a management contract or any compensatory plan, contract or arrangement.
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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.
| RANGE IMPACT, INC. | ||
| By: | /s/ Michael Cavanaugh | |
| Michael Cavanaugh | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) | ||
| Date: August 12, 2026 | ||
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EXHIBIT INDEX
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† Furnished herewith.
* Filed herewith.
# Indicates a management contract or any compensatory plan, contract or arrangement.
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