RANGE IMPACT, INC. 10-Q

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 31, 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 31, 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 Range is a public company dedicated to advancing the health and wellness of people and the planet through an innovative approach to impact investing. We focus on developing long-term solutions to environmental, social, and health challenges, particularly through the acquisition, reclamation, and repurposing of mine sites and other undervalued land in economically disadvantaged Appalachian communities. Leveraging our competitive advantages, we take an opportunistic approach to solving legacy problems in new ways and deploying capital into strategic opportunities designed to generate a measurable impact on the people-planet ecosystem and generate strong investment returns for our shareholders. Our corporate headquarters is located in Cleveland, Ohio, with additional office locations in Fola, West Virginia and Myra, Kentucky. As of May 15, 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. We strive to instill a corporate culture of honesty, integrity and respect in furtherance of our mission of doing well by doing good. Impact Investing Strategy Our impact investing strategy is focused on advancing the health and well-being of people and the planet while also generating long-term, sustainable financial returns for our shareholders. We believe that doing well and doing good are not mutually exclusive, and that a disciplined approach to impact investing strategy can align environmental, social and economic objectives with attractive risk-adjusted financial returns. Our strategy enables our team to address pressing environmental, social and economic challenges, such as air and water pollution, educational inequality and economic disparity, and climate change, through the development and implementation of innovative solutions. By directing capital to businesses that drive positive environmental, social and economic outcomes, we seek to strengthen the people-planet ecosystem while enhancing quality of life and delivering attractive investment performance. We are focused on delivering environmental and social solutions in economically-disadvantaged regions of the United States, with an initial emphasis on Appalachia - home to communities facing some of the nation’s most challenged income, education and employment outcomes. Our strategy is to acquire large mine sites burdened by substantial legacy reclamation obligations, and through disciplined execution, complete reclamation activities and obtain full bond release. By unlocking the underlying land value, we aim to catalyze sustainable, long-term economic development across disadvantaged coal communities in Appalachia. 19 Operating Business Segments Our two operating business segments are Range Land and Range Services. Range Land Range Land is focused on acquiring former mine lands with the goal of reclaiming and repurposing the sites for non-fossil fuel uses, including commercial, industrial, residential and recreational developments, with a particular focus on power generation facilities, data centers, innovative agricultural installations, and projects focused on improving the quality and condition of the air, land and waterways. 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 repurposing for non-mining uses 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 transition former mine lands to 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 mine land for next-generation redevelopment. Range Services Range Services is our operating segment providing environmental and operational support services to reclaim and repurpose Company-owned former mine land into next-generation uses. 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 is focused on a large and growing marketplace for impact investing initiatives, and therefore, faces competition from a variety of operating businesses and investment funds who are developing similar business plans and operating strategies to satisfy the increasing demands of these types of investments in the marketplace. In many cases, these competitors are larger and better capitalized operating businesses and investment funds. Our Company competes on the basis of a number of factors, including our geographic focus on Appalachia, strategic relationships with reclamation bond insurance companies, access to impact investing opportunities, access to mission-driven energy-transition capital, recruitment and retention of key personnel, market share with key customers, and supply relationships with critical vendors. Our ability to continue to compete effectively in our businesses will depend upon our ability to attract capital and qualified employees. 20 Results of Operations Three Months Ended March 31, 2026 and March 31, 2025 The Company’s revenue from continuing operations for the three months ended March 31, 2026 was $915,380 related to coal royalties and its operating loss was $(1,799,205). The operating loss is primarily the result of non-cash depreciation, amortization, and accretion expenses of $2,203,924 incurred in connection with continuing operations. The Company’s revenue from continuing operations for the three months ended March 31, 2025 was $0 and its operating loss from continuing operations was $(591,407). The Company’s shift away from AML reclamation projects in 2025 resulted in all revenues for the period ended March 31, 2025 being classified as discontinued operations. For the three months ended March 31, 2026, general and administrative expenses were $464,804, compared to $439,912 from continuing operations incurred for the three months ended March 31, 2025, an increase of $24,892. 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 March 31, 2026 compared to the three months ended March 31, 2025, was attributable to additional audit, professional and legal fees of $80,487, offset by a decrease in labor and benefit costs of $55,595. For the three months ended March 31, 2026, the Company incurred net other expense in the amount of $34,485, compared to total net other income of $5,654,923 recorded for the three months ended March 31, 2025, a decrease of $5,689,408. This decrease in net other income is primarily attributable to the gain on bargain purchase of $5,602,484, other income of $83,627, and a gain on sale of fixed assets of $59,680 in the quarter ended March 31, 2025, which did not occur in the period ended March 31, 2026. Net loss for the three months ended March 31, 2026 was $(1,833,690) compared to a net income of $5,099,627 for the three months ended March 31, 2025 (a decrease of $6,933,317). This decrease is primarily due to the $5,602,484 gain on bargain purchase that was recognized in the period ended March 31, 2025, as well as $1,404,341 of accretion expense and $781,736 of amortization expense recognized in the period ended March 31, 2026, which arose as a result of the acquisitions completed in 2025. Liquidity and Capital Resources As of March 31, 2026, the Company had total current assets of $2,295,942, comprised of: (i) cash of $1,283,121; (ii) accounts receivable of $950,114; (iii) deposits of $15,288; and (iv) prepaid expenses of $47,419. As of March 31, 2026, the Company had total current liabilities of $4,008,741, consisting of: (i) accounts payable of $1,342,832; (ii) accrued expenses of $2,165,909, and (iii) the current portion of long-term debt of $500,000. As a result, as of March 31, 2026, the Company had negative working capital of $(1,712,799). As of December 31, 2025, the Company had negative working capital of $(944,511). As of March 31, 2026, the Company had long-term assets of $119,678,804, comprised of: (i) land of $42,548,402, (ii) long-term intangible assets of $77,032,874, and (iii) net property and equipment of $97,528. As of March 31, 2026, the Company had long-term liabilities of $81,855,116, comprised of (i) asset retirement obligations of $79,555,116, (ii) long-term debt, net of current portion of $1,300,000, and long-term deposit 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 deposit held of $1,000,000. Sources of Capital Based on the Company’s current strategy, we expect royalty income from Range Land to substantially offset our general operating expenses. However, with a current cash balance of $1,283,121, we may not 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. 21 Our estimated total net cash flow for the 12-month period ending March 31, 2027 could decrease if we encounter unanticipated lower revenues and higher expenses in connection with operating our business as presently planned. In addition, our estimates of the amount of cash necessary to fund our business may prove to be too low, and we could spend our available financial resources much faster than we currently expect. If we cannot raise the capital necessary to continue to develop our business, we will be forced to delay, scale back or eliminate some or all of our proposed operations. If any of these were to occur, there is a substantial risk that our business would fail. Until the Company achieves positive cash flow, we expect to fund our operations, in part, through equity and debt financings. However, such financing may not be available when needed, on acceptable terms, or at all. 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 three months ended March 31, 2026, net cash used in operating activities was $(982,050), comprised of: (i) a net loss of $1,833,690; (ii) non-cash depreciation of $17,847; (iii) non-cash amortization of long-term assets of $781,736; (iv) non-cash accretion expense of $1,404,341; (v) an increase in current assets of $364,687; (v) an increase in current liabilities of $205,925; and (vi) cash paid for asset retirement obligations of $1,193,522. For the three months ended March 31, 2025, net cash used in operating activities was $(428,101), comprised of: (i) net income of $5,099,627; (ii) non-cash depreciation of $84,783 (comprised of $54,147 from continuing operations and $30,636 from discontinued operations); (iii) add-back of the non-cash bargain purchase gain of $5,602,484; (iv) a gain on asset disposals of $59,680; (v) non-cash vested stock option expense of $4,490; (vi) an increase in current assets of $206,256; and (vii) a decrease in current liabilities of $161,093. Net Cash Provided By (Used In) Investing Activities For the three months ended March 31, 2026, there was no net cash provided by or used in investing activities. For the three months ended March 31, 2025, net cash provided by investing activities was $280,000, comprised of $380,000 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 three months ended March 31, 2026, net cash provided by financing activities was $155,000, comprised entirely of the sale of our common stock. For the three months ended March 31, 2025, net cash provided by financing activities was $233,510, comprised of $600,000 from the sale of our common stock, partially offset by the repayment of long-term debt of $366,490. 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. 22 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. 23 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 three months ended March 31, 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. 24 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.