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 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. 25 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. 26 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. 27 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. 28 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.