RNGE 10-K & 10-Q changes, risk factors and insider trading
Range Impact, Inc. · OTC · Heavy Construction Other Than Bldg Const - Contractors · CIK 1438943 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “Conversion of former mining properties to residential, commercial, recreational or other uses involves substantial risk.”
New heading “A significant or extended decline in the royalties we receive from those mining companies mining on our land under our mining permits could adversely affect our operating results and cash flows.”
Removed heading “Operating costs, construction costs and costs of providing services may rise faster than revenue.”
Removed heading “Our suppliers may fail to deliver materials and parts according to schedules, prices, quality and volumes that are acceptable to us, or we may be unable to manage these materials and parts effectively.”
Removed heading “Our financial results depend on successful project execution and may be adversely affected by cost overruns, failure to meet customer schedules or other execution issues.”
Removed heading “We face competition in our industry, and we may be unable to attract customers and maintain a viable business.”
Removed heading “We may incur liabilities to customers as a result of failure to meet performance guarantees, which could reduce our profitability.”
Largest changes
“The equipment we use in our land reclamation and water treatment and reclamation business contains materials and parts purchased globally from many suppliers which exposes us to potential component shortages or delays. …”see in full comparison
“We face competition in our industry, and we may be unable to attract customers and maintain a viable business.”see in full comparison
“Our suppliers may fail to deliver materials and parts according to schedules, prices, quality and volumes that are acceptable to us, or we may be unable to manage these materials and parts effectively.”see in full comparison
“A significant or extended decline in the royalties we receive from those mining companies mining on our land under our mining permits could adversely affect our operating results and cash flows.”see in full comparison
“Our financial results depend on successful project execution and may be adversely affected by cost overruns, failure to meet customer schedules or other execution issues.”see in full comparison
“We may incur liabilities to customers as a result of failure to meet performance guarantees, which could reduce our profitability.”see in full comparison
Full comparison: every changed paragraph (38)
We
will need to raise additional funds in order to continue operating our business beyond the near term. Since inception, we have primarily
funded our operations through equity and debt financings and, more recently, with operating profits. If we do issue equity or convertible
debt securities to raise additional funds or to fund, in whole or in part, acquisitions in furtherance of our business strategy, our
existing stockholders may experience substantial dilution, and the new equity or debt securities may have rights, preferences and privileges
senior to those of our existing stockholders. If we incur additional debt, it wouldwill increase our leverage relative to our earnings, if
any, or to our equity capitalization, requiring us to pay additional interest expense. Obtaining commercial loans, assuming those loans
would be available, would increase our liabilities and future cash commitments. We also may raise funds by selling some or all of our
assets. Regardless of the manner in which we seek to raise capital, we may incur substantial costs in those pursuits, including investment
banking fees, legal fees, accounting fees, and other related costs.
During
the year ended December 31, 2024,2025, the Company
incurred a net loss of $9,798,083,$2,760,822 (excluding $21,928,500 bargain gain from acquisitions)
and $1,591,426$123,028 of cash was usedgenerated by the Company’s operating activities. The Company estimates
that it may not have sufficient
funds to operate its business for 12 months given its cash balance as of December 31, 20242025 of approximately $2,110,171 against near term
$167,286cash needs and revenues being generated by the Company’s operating business segments. The ability of the Company to continue as
a going concern is
dependent on the Company’s ability to fund future operations through additional financing from investors and/or
lenders or through
the sale of its securities or through development of its operations. No assurance can be given that any future financing
or capital, if needed, will be available or, if available, will be on terms that are satisfactory to us. Due to these and other factors,
there is substantial doubt of the
Company’s ability to continue as a going concern.
As of March 30, 2026, we employed 10 full-time employees. Attracting and retaining personnel will be critical to our success. As a small company with an uncertain future, we may not be able to attract and retain the qualified personnel necessary for the development of our business. In addition, we may have difficulty recruiting necessary personnel as a result of our limited operating history. The loss of key personnel or the failure to recruit necessary additional personnel could impede the achievement of our business objectives.
In addition, we expect to rely heavily on independent contractors, advisors and consultants to provide certain services. The services of these independent contractors, advisors and consultants may not be available to us on a timely basis when needed or on acceptable terms, and if they are not available, we may not be able to find qualified replacements. If we are unable to retain the services of qualified personnel, independent organizations, advisors and consultants, we may not be able to implement our business plan.
Conversion of former mining properties to residential, commercial, recreational or other uses involves substantial risk.
Our efforts to redevelop former coal mining sites for residential, commercial, recreational or other uses involve numerous uncertainties, including environmental remediation, land subsidence, water quality issues, regulatory approvals, community opposition, and infrastructure development. Any delays or unforeseen costs in these areas could materially affect our financial results and delay or prevent monetization of these assets. These risks include, but are not limited to:
As
of March 27, 2025, we employed 18 full-time employees. Attracting and retaining
personnel will be critical to our success. As a small company with an uncertain future, we may not be able to attract and retain the
qualified personnel necessary for the development of our business. In addition, we may have difficulty recruiting necessary
personnel as a result of our limited operating history. The loss of key personnel or the failure to recruit necessary additional
personnel could impede the achievement of our business objectives.
In
addition, we expect to rely on independent organizations, advisors and consultants to provide certain services. The services of these
independent organizations, advisors and consultants may not be available to us on a timely basis when needed or on acceptable terms,
and if they are not available, we may not be able to find qualified replacements. If we are unable to retain the services of qualified
personnel, independent organizations, advisors and consultants, we may not be able to implement our business plan.
A significant or extended decline in the royalties we receive from those mining companies mining on our land under our mining permits could adversely affect our operating results and cash flows.
Our financial results are significantly affected by the royalties we receive for the coal mined on our property. Extended or substantial price declines for coal would adversely affect our operating results for future periods and our ability to generate cash flows necessary to pay for the required reclamation activities or expand operations on our owned mine sites. Prices of coal may fluctuate due to factors beyond our control such as overall domestic and global economic conditions; geopolitical risks, the consumption pattern of industrial consumers, electricity generators and residential users; technological advances affecting energy consumption; domestic and foreign government regulations; price and availability of alternative fuels; price of foreign imports and weather conditions. Any adverse change in these factors could result in weaker demand and possibly lower prices for the coal mined pursuant to our permits which would reduce our revenues from coal royalties.
Operating
costs, construction costs and costs of providing services may rise faster than revenue.
Our
ability to increase the rates at which we provide our land reclamation, water treatment and related environmental services may be
limited by a variety of factors. However, our costs are subject to market conditions and other factors, and may increase
significantly. The second largest component of our operating costs is made up of salaries and wages. These costs are affected by the
local supply and demand for qualified labor. Other large components of our costs are general insurance, workers compensation
insurance, employee benefits and health insurance costs. These costs may increase disproportionately to our revenues and service
rate increases and may have a material adverse effect on our financial condition and results of operations.
Our
suppliers may fail to deliver materials and parts according to schedules, prices, quality and volumes that are acceptable to us, or we
may be unable to manage these materials and parts effectively.
The
equipment we use in our land reclamation and water treatment and reclamation business contains materials and parts purchased globally
from many suppliers which exposes us to potential component shortages or delays. Unexpected changes in business conditions, materials
pricing, labor issues, wars such as the current conflicts in Gaza and Ukraine, trade policies, natural disasters, health epidemics such
as the global COVID-19 pandemic, trade and shipping disruptions, port congestions and other factors beyond our or our suppliers’
control could also affect these suppliers’ ability to deliver components to us or to remain solvent and operational. Additionally,
if our suppliers do not accurately forecast and effectively allocate production or if they are not willing to allocate sufficient production
to us, it may reduce our access to components and require us to search for new suppliers. The unavailability of any component or supplier
could result in delays in providing our services and products. Our suppliers may not be willing or able to sustainably meet our timelines
or our cost, quality and volume needs, or to do so may cost us more, which may require us to replace them with other sources. While we
believe that we will be able to secure additional or alternate sources for most of our necessary components or products, there is no
assurance that we will be able to do so quickly or at all or at prices that are financially feasible.
Our
financial results depend on successful project execution and may be adversely affected by cost overruns, failure to meet customer schedules
or other execution issues.
A
portion of our revenue is derived from projects that are technically complex and that may last over many months. These projects are subject
to a number of significant risks, including project delays, cost overruns, changes in scope, unanticipated site conditions, design and
engineering issues, incorrect cost assumptions, increases in the cost of materials and labor, safety hazards, third party performance
issues, weather issues and changes in laws or permitting requirements. If we are unable to manage these risks, we may incur higher costs,
liquidated damages and other liabilities to our customers, which may decrease our profitability and harm our reputation. Our continued
growth will depend in part on executing a higher volume of large projects, which will require us to expand and retain our project management
and execution personnel and resources.
We
face competition in our industry, and we may be unable to attract customers and maintain a viable business.
There
can be no assurance that we will be able to successfully compete with our competitors. Our competitors may be able to offer similar services
which prove to be more popular with potential customers than our services. Our ability to grow and achieve profitability will depend
on our ability to satisfy our customers and withstand increasing competition by providing superior environmental services at reasonable
cost. There can be no assurance that we will be able to achieve or maintain a successful competitive position.
If
we become subject to environmental-relatedenvironmentally-related claims, we could incur significant cost and time to comply.
We
may incur liabilities to customers as a result of failure to meet performance guarantees, which could reduce our profitability.
Our
customers may seek performance guarantees as to our services. Failure to meet specifications of our customers or our failure
to meet our performance guarantees may increase our costs by requiring us to provide additional resources and services, monetary reimbursement
to a customer or could otherwise result in liability to our customers. To the extent that we incur substantial performance guarantee
claims, our reputation, earnings and ability to obtain future business could be materially adversely affected.
Our
business, operations, and product and service offerings are subject to and affected by many federal, state, local and foreign
environmental environmental
laws and regulations, including those enacted in response to climate change concerns. Compliance with existing laws
and regulations currently
requires, and compliance with future laws is expected to continue to require, increasing operating and
capital expenditures in order
to conform to changing environmental standards and regulations, which could impact our business,
financial condition and results of operations.
Furthermore, environmental laws and regulations may authorize substantial fines and
criminal sanctions to address violations, and may
require the installation of costly pollution control equipment or operational
changes to limit emissions or discharges. We also incur,
and expect to continue to incur, costs to comply with current environmental
laws and regulations. At the same time, the demand for our
land reclamation and water treatment services is also is driven by
federal and state laws, regulations and programs which create incentives
for our services. Developments such as the adoption of new
environmental laws and regulations, stricter enforcement of existing laws
and regulations, violations by us of such laws and
regulations, discovery of previously unknown or more extensive contamination, litigation
involving environmental impacts, our
inability to recover costs associated with any such developments, or the financial insolvency of
other responsible parties could in
the future have a material adverse effect on our financial condition and results of operations.
Although
we maintain general liability and product liability, property and commercial insurance coverage in amounts which we consider prudent,
there there
can be no assurance that such insurance will prove adequate in the event of actual casualty losses or broader calamities such
as as
earthquakes, financial crises, economic depressions or other catastrophic events, which are either uninsurable or not
economically economically
insurable. Any such losses could have a material adverse effect on the performance of our services and on our financial
condition condition
and results of operations.
Our
land reclamation and water treatment businessobligations isare subject to various statutory and regulatory requirements, which may increase in
the the
future.
Our
land reclamation and water treatment businessobligations isare subject to various statutory and regulatory requirements. Our ability to continue
to to
hold licenses and permits required for our land reclamation and water treatment businessobligations isare subject to maintaining satisfactory
compliance compliance
with such requirements. We may incur significant costs to maintain compliance. Our ability to obtain modifications to our
permits may
be met with resistance, substantial statutory or regulatory requirements or may be too costly to achieve. These requirements
may cause
us to postpone or cancel our plans. Future statutory and regulatory requirements, including any legislation focused on combating
climate climate
change, may require significant cost to comply or may require changes to our products or services.
Our
land reclamation and water treatment businessobligations isare subject to various federal, state, and local environmental requirements, including
those those
relating to emissions to air, discharged wastewater, storage, treatment, transport and disposal of regulated materials and cleanup
of of
coal mining and groundwater contamination. Efforts to conduct our operations in compliance with all applicable laws and regulations,
including environmental rules and regulations, require programs to promote compliance, such as training employees and customers, purchasing
health and safety equipment and in some cases hiring outside consultants and lawyers. Even with these programs, we face the risk of being
subject to government enforcement proceedings, which can result in fines or other sanctions and require expenditures for remedial work
on contaminated sites. The landscape of environmental regulation to which we are subject can change. Changes to environmental regulation
often present new business opportunities for us; however, such changes may also result in increased operating and compliance costs. While
we seek to monitor the landscape of environmental regulation, our ability to navigate is limited by our small size and resources, and
any changes to such regulations may result in a material effect on our operations, cash flows or financial condition.
Within
the coal mining remediation market, demand for our services will be limited to a specific customer base and highly correlated to the
coal mining industry. The coal mining industry’s demand for our services is affected by a number of factors including
the volatile nature of the coal mining industry’s business, increased use of alternative types of energy and technological developments
in the coal mining extraction process. A significant reduction in the target market’s demand for coal mining would reduce the demand
for our services, which would have a material adverse effect upon our business, financial condition, results of operations
and cash flows.
Our
land reclamation and water treatment businessobligations requiresrequire permits to operate. Our inability to obtain permits in a timely manner could
result result
in substantial delays to our business. The issuance of permits is dependent on the applicable government agencies and is beyond
our control
and that of our customers. There can be no assurance that we and/or our customers will receive the permits necessary to operate,
which which
could substantially and adversely affect our operations and financial condition.
Based
on the nature of our business, we currently depend and are likely to continue to depend on a limited number of customerscoal royalties for a significant
portion of our revenues.
We
currently have onetwo customercoal royalties in West Virginia that accountsaccount for all of our landroyalty reclamationrevenue. and water treatment business.
The failure to obtain additional customerscoal
royalties or the loss of all or a portion of the revenues attributable to any current or future customer
agreements as a result of competition,
creditworthiness, inability to negotiate extensions or replacement of contracts or otherwise could have a
material adverse effect on
our business, financial condition, results of operations and cash flows.
If
our customersroyalty parties do not enter into, extend or honor their contracts with us, our profitability could be adversely affected. Our ability
to to
receive payment for production depends on the continued solvency and creditworthiness of our customerscounterparties and prospective customers.counterparties.
If If
any of our customers’counterparties’ creditworthiness suffers, we may bear an increased risk with respect to payment defaults. If customersa refusecounterparty
refuses to make payments for which they have a contractual obligation, our revenues could be adversely affected.
We
are implementing a multi-year strategic plan to develop an impact investing business engaged in abuilding number ofnumerous complimentary impactland investing
businessesredevelopment projects in the United States which will permit us to explore synergistic growth opportunities utilizing our core competencies.
Apart
from the risks associated with implementing the plan, the plan itself will expose us to other risks and uncertainties once implemented.
Expanding our customercoal royalties base may expose us to customersoperators with different credit profiles than our current customers.operators. Expanding our
geographic geographic
base will subject us to risks associated with doing business in new regions where we will have to learn the local business
and political
environment. In addition, expanding into new technologies will expose us to new risks and uncertainties that are unknown
to us now in
addition to the risks and uncertainties that may be similar to those we now face. The success of the plan, once implemented,
will depend,
among other things, on our ability to manage these risks effectively. There is no assurance that the plan will enhance shareholder
value value
through long-term growth of the Company to the extent currently anticipated by our management or at all.
If
any of our acquired companiessites sufferssuffer customer dissatisfaction orunanticipated performance problems,obligations, this could adversely affect our reputation and
could materially
and adversely affect our business, financial condition, future results and cash flow.
Concentration
of customers,operators, specific projects and regions may expose us to heightened financial exposure.
The
success of our impact investing strategy may be heavily dependent on one or a limited number of customers.operators. The financial performance
of those businesses depends on the ability of each customeroperator to perform its respective obligations, possibly under a long-term agreement
between the parties. Our financial results could be materially and adversely affected if any of our customersoperators fail to fulfill its contractual
obligations and we are unable to find other customersoperators in the marketplace to purchaseperform at the same level of profitability.level. We cannot be
assured that such
performance failures by our customersoperators will not occur, or that if they do occur, such failures will not adversely affect
the cash flows
or profitability of our businesses. Moreover, there can be no assurance that we will be able to enter into replacement
agreements on
favorable terms or at all.
Our
articles of incorporation authorize the issuance of up to 1,000,000,000 shares of common stock, of which, as of March 28,30, 2025,2026, 108,616,078113,316,078
shares were outstanding and 15,494,21016,343,376 shares were reserved for issuance under our stock incentive plan and other outstanding options
or warrants. As a result, we have a large number of shares of common stock that are authorized for issuance that are not outstanding
or otherwise reserved,reserved and could be issued at the discretion of our Board of Directors. We expect to seek additional financing in the
future in order to fund our operations, and if we issue additional shares of common stock or securities convertible into common stock,
our existing stockholders will be diluted. Our Board of Directors may also choose to issue shares of our common stock or securities convertible
into or exercisable for our common stock to acquire assets or companies, for compensation to employees, officers, directors, consultants
and advisors, to fund capital expenditures and to enter into strategic partnerships. Additionally, shares of common stock could be issued
for anti-takeover purposes or to delay or prevent changes in control or management of the Company. Our Board of Directors may determine
to issue shares of our common stock on terms that our stockholders do not believe enhance stockholder value, or that may ultimately have
an adverse effect on our business or the trading price of our common stock. Further, the issuance of any such shares may cause further
dilution to the ownership interest of our current stockholders, reduce the book value per share of our common stock and may contribute
to a reduction in the market price for our common stock.
We
are a public reporting company and are subject to the information and reporting requirements of the Exchange Act and other federal securities
laws, including the obligations imposed by the Sarbanes-Oxley Act of 2002. The ongoing costs associated with preparing and filing annual,
quarterly and current reports, proxy statements and other information with the SEC in the ordinary course, as well as preparing and filing
audited financial statements, are significant and may cause unexpected increases in operational expenses. Our present management team
is relatively small and may be unable to manage the ongoing costs and compliance effectively. It may be time consuming,time-consuming, difficult and
costly for us to hire additional financial reporting, accounting and other finance staff in order to build and retain a management team
with adequate expertise and experience in operating a public company.
Management's Discussion & Analysis (MD&A)
New heading “Asset Retirement Cost and Obligations”
New heading “Net Cash Provided By (Used In) Financing Activities”
Removed heading “Net Cash Used in Investing Activities”
Largest changes
“During the year ended December 31, 2024, the Company recorded other expense of $(5,714,681), consisting of a loss on sale of assets of $3,677,500 in connection with the disposition of the Collins Building assets, goodwill impairment of $751,421, fixed asset impairment of $738,913 and interest expense of $617,422, offset by other income of $63,170 and interest income of $7,405, compared to other income of $1,376,691 during the year ended December 31, 2023, consisting of a gain on bargain purchase of $1,875,150 and interest income of $7,458, offset by interest expense of $505,917 during the …”see in full comparison
“The net loss during the year ended December 31, 2024 was $(9,798,083) compared to net income of $3,131,055 for the year ended December 31, 2023 (a worsening of $12,929,138). The decline in year over year net income is primarily due to the year over year decrease in gross profit of $7,118,937 which was primarily derived from losses incurred in the operations of the Range Reclaim segment coupled with the loss on sale of assets, goodwill impairment, and fixed asset impairment (combined $5,167,834).”see in full comparison
“During the year ended December 31, 2024, the Company recorded other expenses, consisting of (i) a loss on sale of assets of $3,677,500 in connection with the disposition of the Collins Building assets and (ii) goodwill impairment of $751,421. These expenses are presented as discontinued operations for the year ended December 31, 2024.”see in full comparison
Full comparison: every changed paragraph (41)
Certain
statements contained in this Annual Report are “forward-looking statements” within the meaning of Section 27A of the Securities
Act and Section 21E of the Exchange Act,Act and are subject to the “safe harbor” created by these sections. Future filings with
the SEC, future press releases and future oral or written statements made by us or with our approval, which are not statements of historical
fact, may also contain forward-looking statements. Because such statements include risks and uncertainties, many of which are beyond
our control, actual results may differ materially from those expressed or implied by such forward-looking statements. Some of the factors
that could cause actual results to differ materially from those expressed or implied by such forward-looking statements can be found
under the caption “Risk Factors” in Part I, Item 1A, and elsewhere in this Annual Report. The forward-looking statements
speak only as of the date on which they are made, and we undertake no obligation to update such statements to reflect events that occur
or circumstances that exist after the date on which they are made.
In the year ended December 31, 2024, the Company sold substantially all of the assets of Collins Building to its previous owner in exchange for the cancellation of all remaining debt owed to him. In the year ended December 31, 2025, the Company sold the remaining assets of Collins Building as described in more detail in Note 2 to the Consolidated Financial Statements included elsewhere in this Annual Report. All activity for Collins Building for the years ended December 31, 2024 and 2025 are shown in discontinued operations. Additionally in the year ended December 31, 2025, the Company shifted its strategy away from providing reclamation services for third parties. All results of work performed in support of third parties for the years ended December 31, 2024 and 2025 are included in discontinued operations for the years then ended.
During
the year ended December 31, 2023, the Company purchased Collins Building, as described in Note 2 to the Consolidated Financial
Statements. During the year ended December 31, 2024, the Company sold substantially all of the assets of Collins Building to its
previous owner in exchange for the cancellation of all remaining debt owed to him, as described in more detail in Note 2.
DuringIn
the thirdyear quarterended ofDecember 31, 2024, the Company sold all of its common stock in its wholly-owned subsidiarysubsidiary, Graphium Biosciences, Inc.
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 in the Consolidated Statements of
Operations, for all periods presented,
resulting in changes to the presentation of certain prior period amounts.
We
are a public company dedicated to improving the health and wellness of people and the planet through a novel and innovative approach
to impact investing. We own and operate several complementary operating businesses focused on developing long-term solutions to environmental,
social, and health challenges,investing with a particular focus on acquiring, reclaiming and repurposing mine sites and other undervalued land
in economically
disadvantaged communities throughout Appalachia. We take an opportunistic approach to impact investing by leveraging
our competitive
advantages and looking at solving old problems in new ways. We seek to thoughtfully allocate our capital into strategic opportunities
opportunities that are expected to make a positive impact on the people-planet ecosystem and generate strong investment returns for our
shareholders.
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.
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. At December 31, 2025, we recorded asset retirement obligation liabilities of $79,344,297, including amounts reported as current. While the precise amount of these future costs cannot be determined with certainty, as of December 31, 2025, we estimate that the aggregate undiscounted cost of final mine closures is approximately $129,445,432. Refer to Notes 4 and 5 to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K for reclamation disclosures including a table summarizing the changes in asset retirement obligations for the year ended December 31, 2025.
As
referenced by ASC 350 “Intangibles- GoodwillIntangibles-Goodwill and otherOther” (“ASC 350”), management performs its annual test for
goodwill at least annually or more frequently,frequently if impairment indicators arise. At December 31, 2024, it was determined that the goodwill
was fully impaired and resulted in a charge against earnings in the full amount of $751,421. This amount is included in the cost of our
discontinued operations as presented for the year ended December 31, 2024.
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 expenseexpenses for non-employees is in the same period and manner as if the Company
had paid cash for the services.
The
Company recognizes revenue under ASC 606, “Revenue from Contracts with Customers”. The core principle of the revenue 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 for equipment and labor hours provided to a customer on a particular job based on an agreed-upon
hourly rate sheet or a fixed amount for a project. The Company also invoices customers and recognizes revenue for equipment mobilization
fees and materials and supplies required to complete a project. The Company invoices foras the salesperformance ofobligation chemicalsis and recognizes revenue
when the products are delivered to the customer’s designated site. Costs for equipment, labor and chemicals are generally expensed
as incurred since the projects are generally short-term and not subject to a contract. The Company also invoices customers for the provision
of environmental security services on an agreed-upon hourly rate for each project.satisfied.
The
Company recognizesrecognized revenue from contracts for financial reporting purposes over time.time for operations included in discontinued operations.
Progress toward completion of the Company’s
contracts iswas measured by the percentage of cost incurred to date compared to estimated
total costs for each contract. This method is
was used because management considersconsidered total cost to be the best available measure of progress
on contracts. Because of inherent uncertainties
in estimating costs, it iswas at least reasonably possible that the estimates used willcould
have changechanged significantly within the near term.significantly.
In
accordance with ASC 740, “Income Taxes” (“ASC 740”), we account for income taxes under the asset and liability
method, whereby deferred tax assets and liabilities are determined based on temporary differences between the financial reporting and
the tax bases of assets and liabilities and are measured using the currently enacted tax rates. Specifically, we measure gross deferred
tax assets for deductible temporary differences and carryforwards, such as operating losses and tax credits, using the applicable enacted
tax rates and apply the more likely than not measurement criterion. Further, at each interim reporting period, we estimate an effective
income tax rate that is expected to be applicable for the full year. Significant judgment is involved regarding the application of income
tax laws and regulations and when projecting the jurisdictional mix of income. Additionally, interpretation of tax laws, court decisions
or other guidance provided by taxing authorities influences our estimate of the effective income tax rate.
Please refer to Footnote 1 of the accompanying consolidated financial statements for management’s discussion of recent accounting pronouncements.
The Company’s revenue during the year ended December 31, 2024 was $9,011,081 derived from reclamation services provided to third parties. However, during 2025, the Company’s business strategy evolved from a service-based business model to a land ownership business model. As a result of this change, our revenue source from reclamation services is now included in discontinued operations, including all revenues for the year ended December 31, 2024. For the year ended December 31, 2025, the Company generated $3,710,714 from consulting and royalty revenues. Ongoing costs of services in both years ended December 31, 2024 and December 31, 2025 relate primarily to wages. Further, due to the shift in strategy, operating expenses from the year ended December 31, 2024 which will be continuing were $2,152,538 compared to $5,450,578 for the year ended December 31, 2025. This increase is primarily due to the amortization of long-term intangible assets and accretion of asset retirement obligations which were established during the year ended December 31, 2025.
The
Company’s revenue during the year ended December 31, 2024 was $9,011,081 compared to $19,346,306 for the year ended December
31, 2023 (a decrease of $10,335,225). During the year ended December 31, 2024, the gross loss was $(884,128) compared to gross
profit of $6,234,809 during the year ended December 31, 2023 (a decrease of $7,118,937). The significant reduction in revenue is
attributable to a decrease in revenues at Range Natural of $8,230,685 in 2024 compared to 2023 due to reduced mining activity
resulting from the failure of the Company’s mining subcontractor that reduced the amount of coal mined and sold during the
year and that Range Environmental had a large non-recurring project in 2023 that contributed $2,902,088 in
revenue.
During
the year ended December 31, 2024,2025, we incurredcontinuing general and administrative expenses inwere the aggregate amount of $2,655,970$2,177,299 compared to
$4,021,556 $1,677,326 incurred
during the year ended December 31, 20232024 (aan decreaseincrease of $1,365,586$499,973). General and administrative expenses
generally include corporate
overhead, salaries and other compensation costs, financial and administrative contracted services,
consulting costs and travel
expenses. The largest decreasesincreases related to (i) theinsurance generalbond premiums of $383,158 and administrativeproperty expensestaxes incurredof by$140,549 in our
Range Reclaim segment (not including Range NaturalLand
segment related to the Fola Acquisition in March 2025; and (ii) increased stock option compensation expense of $1,072,984
$246,020 during the year ended December 31, 2024, compared to $1,646,627
incurred during the year ended December 31, 2023 (a decrease of $573,643), which was due to the sale of Collins Building property
and equipment in 2024 and significantly decreased activity in the Range Reclaim segment during the year ended December 31, 2024; and
(ii) the general and administrative expenses recorded for the Corporate segment decreased $621,005 during the year ended December
31, 20242025 compared to the year ended December 31, 2023,2024, whichoffset was primarily due toby a decrease of $321,070 in stock option
compensation, a $102,601$274,162 decrease in
insurance and employee benefit costs, and a decrease of $94,676 in legal and accounting
fees.costs.
During
the year ended December 31, 2024, we incurred research and development expenses of $465,936 compared to $458,889 incurred during the
year ended December 31, 2023 (an increase of $7,047).$465,936. All of these expenses were incurred byin
connection with the Company’s (discontinued) Drug
Development business segment.and Theare Company’spresented as discontinued operations.
There were no research and development personnel expenses were $295,300 during the year ended
December 31, 2024, compared to $274,912 forin the year ended December 31, 2023 (an increase of $20,388). These expenses are presented
as discontinued operations.2025.
During the year ended December 31, 2025, the Company recorded bargain purchase gains related to the Fola Acquisition and the Premier-Cambrian Acquisition totaling $21,928,500. There were no bargain purchase gains in the year ended December 31, 2024. See Notes 4 and 5 to the Consolidated Financial Statements included elsewhere in this Annual Report for more details related to these transactions.
In the year ended December 31, 2024, the Company designated certain non-core equipment subject to financing agreements as held for sale and recognized an impairment loss of $738,913 on this group of assets based on the overall depressed condition of the resale market for large scale construction and mining equipment at that time. During the year ended December 31, 2025, the Company surrendered this non-core equipment to its equipment lenders and incurred deficiency claims of $831,027 based on the net sale proceeds received by the equipment lenders from its sale of the surrendered equipment.
During the year ended December 31, 2025, the Company recorded other income of $83,627 compared to $39,227 for the year ended December 31, 2024 (an increase of $44,400). Interest expense decreased $3,693 for the year ended December 31, 2025 compared to the year ended December 31, 2024 due to lower debt balances. Interest income also decreased by $7,052 for the year ended December 31, 2025 compared to the year ended December 31, 2024 due to lower interest rates and lower cash balances.
During the year ended December 31, 2024, the Company recorded other expenses, consisting of (i) a loss on sale of assets of $3,677,500 in connection with the disposition of the Collins Building assets and (ii) goodwill impairment of $751,421. These expenses are presented as discontinued operations for the year ended December 31, 2024.
The Company’s net income during the year ended December 31, 2025 was $19,167,678 compared to net loss of $(9,798,083) for the year ended December 31, 2024 (an increase of $28,965,761) due to the addition of $21,928,500 of bargain purchase gains recognized in connection with the Fola Acquisition and the Premier-Cambrian Acquisition during the year ended December 31, 2025, and the elimination of $6,619,924 of losses from discontinued operations related to the performance of reclamation services for third parties during the year ended December 31, 2024.
During
the year ended December 31, 2024, the Company recorded other expense of $(5,714,681), consisting of a loss on sale of assets of
$3,677,500 in connection with the disposition of the Collins Building assets, goodwill impairment of $751,421, fixed asset impairment of $738,913 and interest expense of $617,422, offset by other
income of $63,170 and interest income of $7,405, compared to other income of $1,376,691 during the year ended December 31, 2023,
consisting of a gain on bargain purchase of $1,875,150 and interest income of $7,458, offset by interest expense of $505,917 during
the year ended December 31, 2023 (a decrease of $7,091,372). $3,043,799 of the loss on sale of assets in the year ended December 31,
2024 was the same group of assets which recorded a $1,875,150 gain on bargain purchase in year ended December 31, 2023. Based on the
overall condition of the resale market for large scale equipment in 2024, the Company incurred larger-than-expected losses on
disposal of its equipment. These market conditions also contributed to management’s assessment and impairment of a group of
assets that were held for sale as of December 31, 2024. Based on the past two years of accumulated losses, changes in customers and
workstreams coupled with issues hiring and retaining qualified operations management and crews at Range Environmental, management’s analysis supports a full impairment of the goodwill that was associated with the 2022 purchase of Range
Environmental in the amount of $751,421.
The
net loss during the year ended December 31, 2024 was $(9,798,083) compared to net income of $3,131,055 for the year ended December
31, 2023 (a worsening of $12,929,138). The decline in year over year net income is primarily due to the year over year decrease in
gross profit of $7,118,937 which was primarily derived from losses incurred in the operations of the Range Reclaim segment coupled
with the loss on sale of assets, goodwill impairment, and fixed asset impairment (combined $5,167,834).
As
of December 31, 2024,2025, we had total current assets of $4,293,046,$2,758,305, primarily comprised of cash of $167,286,$2,110,171, accounts receivable
of $3,209,070,$617,929,
and short-term deposits and equipmentprepaid held for saleaccounts of $733,613.$30,205. As of December 31, 2024,2025, we had total current liabilities of $3,543,609,$3,702,816, primarily
consisting of the current portion of
long-term debt in the amount of $789,719,$400,000, accounts payable of $1,136,907, and accrued expenses of $753,890, and lines of credit of $2,000,000.
$2,165,909. As a result,
on December 31, 2025, the Company had negative working capital of $944,511. On December 31, 2024, the Company
had hadpositive working capital of $749,437. At December 31, 2023, the Company had working capital of $753,756.
As
of December 31, 2024,2025, the Company had long-term assets of $1,899,669,$120,478,387, comprised of net equipment assets.assets of $115,375, land of $42,548,402
and long-term intangible assets of $77,814,610. As of December 31, 2024,2025, the
Company had long-term liabilities of $1,814,701,$81,744,297, comprised
of long-term debt, net of current portion.portion of $1,400,000, long term deposits held of $1,000,000, and asset retirement obligations of $79,344,297.
Based
on the Company’s current corporate strategy, its net operating losses for the 12 months following December 31, 20242025 are expected
expected to be approximately $500,000,$1,800,000, which is comprised of general operating expenses partially offset by revenue generated by the
Range Reclaim and Range Security Land
business segments.segment. Based on the Company’s cash balance of $167,286,$2,110,171, and its estimated net
operating losses of approximately $500,000 $1,800,000
for the 12-month period ending December 31, 2025,2026, the Company estimates that it may not
have sufficient funds to operate its business
over the next 12 months. The Company is actively managing its working capital to
generate additional cash flow and is actively seeking
additional financing to fund its currently estimated level of
operations.
Our
estimated total expenditures for the 12-month period ending December 31, 20252026 could increase 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 generate operating revenues or raise the capital necessary to continue to developexpanding 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.
Since
inception, we have primarily funded our operations through equity and debt financings. Until such time as our operating businesses
are are
consistently cash flow positive, we expect to continue funding our operations, at least in part, through equity and debt
financings. financings.
However, sources of additional funds may not be available when needed, on acceptable terms, or at all. If we issue
equity or convertible
debt securities to raise additional funds or to fund, in whole or in part, acquisitions in furtherance of our
business strategy, our
existing stockholders may experience substantial dilution, and the new equity or debt securities may have
rights, preferences and privileges
senior to those of our existing stockholders. If we incur additional debt, it may increase our
leverage relative to our earnings or to
our equity capitalization, requiring us to payincur additional interest expenses. Obtaining
commercial loans, assuming those loans wouldare be
available, would increase our liabilities and future cash commitments. Moreover,
regardless of the manner in which we seek to raise capital,
we may incur substantial costs in those pursuits, including investment
banking fees, legal fees, accounting fees, and other related costs.
For the year ended December 31, 2025, net cash generated by operating activities was $123,028 compared to net cash used by operating activities of $1,591,426 for the year ended December 31, 2024 (an increase of $1,714,454). This increase was primarily attributable to (i) our net profit of $19,167,678 for the year ended December 31, 2025 compared to a net loss of $9,798,083 for the year ended December 31, 2024, (ii) accretion of asset retirement obligations of $1,912,968, (iii) amortization of long-term intangible assets of $1,098,737, (iv) depreciation of property and equipment from continued and discontinued operations of $170,291, (v) stock compensation expense of $311,480, (vi) an increase in the cash adjustment for asset disposals of $878,269, (vii) an increase in accounts payable related to continuing and discontinued operations of $358,903, and (viii) a decrease in prepaid expense of $13,913, offset by the gain on bargain purchase of $21,928,500, a decrease in accounts receivable (including unbilled and contract receivables) of $213,021, a decrease in accrued expenses from continuing and discontinued operations of $149,192, a decrease in deposits of $15,395, a gain on asset retirement obligation disposal of $2,444 and cash paid for asset retirement obligations of $1,479,574.
ForNet
cash used in operating activities during the year ended December 31, 2024, netconsisted cash used in operating activities was $1,591,426 compared to net cash provided by operating
activitiesprimarily of $438,637 for the year ended December 31, 2023 (a decrease of $2,030,063). This decline was primarily attributable to
(i) our net loss of $9,798,083 for the year ended December 31, 2024 compared to a net profit of $3,131,055 for the year ended$9,798,083,
December 31, 2023, (ii) a decrease in accounts receivable (including unbilled and contract receivables) of $3,976,341,$4,069,297, (iii) an increase in the cash
cash adjustment for asset disposals of $3,677,400, (iv) an increase in the cash adjustment for goodwill impairment of $751,421, (v) an
an increase in the cash adjustment for equipment impairment of $738,913, and (vi) depreciation expenseof property and equipment of $1,868,997 offset by a
decrease in accounts payable of $3,157,453. Net cash provided by operating
activities during the year ended December 31, 2023, consisted primarily of a net profit of $3,131,055, an increase in accounts
payable of $3,480,206 and depreciation of $1,781,573 offset by an increase in accounts receivable of $6,204,026 and stock-based
compensation of $386,530.
Net
Cash Used in Investing Activities
For
the year ended December 31, 2024, net cash provided by investing activities was $430,100, which consisted of $270,000 received from
sale of equipment, $160,000 in insurance policy proceeds from a casualty loss, and $100 received from the sale of the Graphium
subsidiary. For the year ended December 31, 2023, net cash used in investing activities was $7,162,811, which consisted primarily of
$4,035,250 of long-term debt issued and $1,000,000 paid for the Collins Building acquisition, $1,118,664 for equipment purchased
primarily by the Range Reclaim segment, and $1,008,897 for land purchases by the Range Land segment.
Net
Cash Provided By FinancingInvesting Activities
For the year ended December 31, 2025, net cash provided by investing activities was $1,392,000, which consisted of $1,000,000 received as a deposit on two option agreements related to the Premier-Cambrian Acquisition, $492,000 proceeds from equipment sales, and $100,000 used for asset purchases. For the year ended December 31, 2024, net cash provided by investing activities was $430,100, which consisted of $270,000 received from sale of equipment, $160,000 in insurance policy proceeds from a casualty loss, and $100 received from the sale of the Graphium subsidiary.
Net Cash Provided By (Used In) Financing Activities
For the year ended December 31, 2025, net cash provided by financing activities was $427,857, which consisted of $1,150,000 received from the issuance of common stock offset by $522,143 of long-term equipment debt payments and $200,000 of net payments on a bank credit line. For the year ended December 31, 2024, net cash used in financing activities was $848,188 and consisted of $1,848,188 of long-term equipment debt and bank credit line pay-downs offset by $1,000,000 received from the issuance of common stock.
For
the year ended December 31, 2024, net cash used in financing activities was $848,188 compared to net cash provided by financing
activities of $8,458,605 for the year ended December 31, 2023. Net cash used in financing activities for the year ended December 31,
2024 consisted of $1,848,188 of long-term equipment debt and bank credit line pay-downs offset by $1,000,000 received from the
issuance of common stock. Net cash provided by financing activities for the year ended December 31, 2023 consisted of $3,110,000
received from the issuance of common stock and warrants, proceeds of $4,035,250 from long-term debt issued for the Collins Building
acquisition and proceeds of $2,400,000 from lines of credit, offset by the repayment of long-term debt of $1,650,659.
What changed in the latest 10-Q
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.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “Six Months Ended June 30, 2026 and June 30, 2025”
Removed heading “Impact Investing Strategy”
Largest changes
“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.”see in full comparison
Our estimatedsee in full comparisontotal netcashflowneeds for the 12-month period endingMarchJune31,30, 2027 coulddecreaseincrease if weencounterexperienceunanticipated lowerlower-than-anticipated revenuesandhigheror higher-than-anticipated expenses in connection withoperatingourbusinessplannedas presently planned.business. In addition, our estimates of theamountcashof cash necessaryrequired tofundoperate our business may also prove to be too low, and wecouldmay spend our available financial resourcesmuchfaster than expected. If our existing liquidity sources are insufficient, wecurrently expect.may need to raise additional capital. If wecannotare unable to raise the additional capitalnecessarywhento continue to develop our business,needed, wewillmay beforcedrequired to delay, scale back or eliminate some or all of our proposedoperations.operations, whichIfcouldanymaterially and adversely affect our business, financial condition and results ofthese were to occur, there is a substantial risk that our business would fail.operation.
see in full comparisonBased on the Company’s current strategy, weWe expect royalty incomefrom Range Landto substantially offset our general operating expenses.However,Inwithaddition,a current cash balanceas of$1,283,121,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 wemay notwill 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.
“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.”see in full comparison
Full comparison: every changed paragraph (38)
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
statements are projections in respect of future events or our future financial performance. In some cases, you can identify forward-looking statements
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.
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 31,30, 2026.
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.
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 MayAugust 15,12, 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. 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.
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.
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 repurposingland for non-mining usesredevelopment 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 transitiontransform former
coal mine lands tointo economically viable
non-mining uses.
By
leveraging 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 next-generation redevelopment.
Range
Services is ourthe operating
business segment providingthat provides environmental and operational support services to reclaim and repurpose Company-ownedredevelop former coal
mine land into next-generation
uses.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.
The
Company isoperates focused onin a large and growing marketplace for impactland investingdevelopment
projects initiatives,that support power generation, data centers, rare earth elements, agriculture, housing, and therefore,health. facesAs competitiona fromresult, the Company
competes with a variety
of operating businesses and investment funds who are developingpursuing similar business plans and operating strategiesstrategies. to satisfy the increasing
demandsMany of these types of investments in the marketplace. In many cases,
these competitors are larger and better capitalized operating
businessesthan andthe investment funds.Company.
Our Company competes based on the basis
of a number ofseveral factors, including ourits 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 reclamation bond insurance companies,
access to impact investing opportunities, access to mission-driven energy-transition capital, recruitment and retention of key personnel,stakeholders.
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 continue to attract capital and qualified
employees.
Three
Months Ended MarchJune 31,30, 2026 and MarchJune 31,30, 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.
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,June 30, 2026, general and administrative expenses were $464,804,$526,743, compared to $439,912$317,987 from continuing
operations incurred for the three months
ended MarchJune 31,30, 2025, an increase of $24,892.$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 MarchJune 31,30, 2026
compared to the three months ended MarchJune 31,30, 2025, was attributable
to additional audit,consulting, professionalprofessional, and legal fees of $80,487,
offset$205,151 byprimarily a decreaseincurred in laborconnection andwith benefittransactions costsclosed ofduring $55,595.the period.
For
the three months ended March
31,June 30, 2026, the Company incurred net other expense in the amount of $34,485,$33,968, compared to total net other income expense
of $5,654,923$679,288 recorded for
the three months ended MarchJune 31,30, 2025, a decrease of $5,689,408.$645,320. This decrease in net other incomeexpense is primarily
attributable to the gain
deficiency claim on bargainreturned purchaseequipment of $5,602,484, other income of $83,627, and$560,402, a gainloss on sale of fixed assets of $59,680$34,012, and higher interest expense of $53,350 in
the quarter ended June 30, 2025, compared to the quarter ended MarchJune 31,
2025, which did not occur in the period ended March 31,30, 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 three
six months ended MarchJune 31,30, 2026 was $(1,833,6903,695,520) compared
to a net income of $5,099,627$4,070,832 for the threesix months ended MarchJune 31,30, 2025 (a
decrease of $6,933,317$7,766,352). This decrease is primarily due to the $5,602,484nonrecurring
other gainincome onitems bargain purchase that was recognizedrecorded in the six month period
ended MarchJune 31,30, 2025,2025 discussed above which totaled $5,153,821 as well as $1,404,341increased
non-cash expenses of accretiondepreciation, expenseamortization and $781,736accretion of amortization expense recognized$3,534,552 in the six-month period ended
March 31,June 2026,30, which2026 arosecompared as a result ofto the
six acquisitionsmonth completedperiod inended June 30, 2025.
As
of MarchJune 31,30, 2026, the Company
had total current assets of $2,295,942,$2,898,795, comprised of: (i) cash of $1,283,121;$646,009, (ii) accounts receivable
of $950,114;$1,438,276, (iii) stock subscription receivable of $750,000, (iv) deposits of
$15,288; $15,115, and (ivv) prepaid expenses of $47,419.$49,395. As
of MarchJune 31,30, 2026, the Company had total current liabilities of $4,008,741,$3,418,402, consisting
of: (i) accounts payable of $1,342,832;$852,493, (ii)
accrued expenses of $2,165,909, and (iii) the current portion of long-term debt of $500,000.
$400,000. As a result, as of MarchJune 31,30, 2026, the
Company had negative working capital of $(1,712,799519,607). 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 MarchJune 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, 2026,2025, the Company
had long-term assets of $119,678,804,$120,478,387, comprised of: (i) land of $42,548,402, (ii) long-term intangible assets of $77,032,874,$77,814,610, 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 portionportion, of $1,400,000,
and (iii)
long-term depositdeposits held of $1,000,000.
Based on the Company’s current
strategy, weWe expect royalty income from Range Land to substantially offset our general operating expenses. However,In withaddition, a current cash
balanceas of $1,283,121,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 may notwill 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.
Our
estimated total net cash flowneeds for the 12-month period ending MarchJune 31,30, 2027 could decrease
increase if we encounterexperience unanticipated lowerlower-than-anticipated revenues
and higheror higher-than-anticipated expenses in connection with operating our businessplanned as presently planned. business.
In addition, our estimates of the amountcash of cash
necessaryrequired to fundoperate our business may also prove to be too low, and we couldmay spend our available financial
resources much faster than expected. If our existing liquidity sources are insufficient, we currently
expect.may need to raise additional capital. If we cannotare
unable to raise the additional capital necessarywhen to continue to develop our business,needed, we willmay be forcedrequired to delay, scale back or eliminate
some or all of our proposed operations.operations,
which Ifcould anymaterially and adversely affect our business, financial condition and results of these were to occur, there is a substantial risk that our business would fail.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. 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
fees, and other related costs.
For
the threesix months ended March
31,June 30, 2026, net cash used in operating activities was $(982,0503,206,662), comprised of: (i) a net loss of $1,833,690;
$3,695,520, (ii) non-cash depreciation
of $17,847;$30,934, (iii) non-cash amortization of long-term assets of $781,736;$1,572,159, (iv) non-cash
accretion expense of $1,404,341;$2,951,531, (v) annon-cash increase
invested currentstock assetsoption expense of $364,687;$108,000, (vvi) an increase in current assets of
$1,512,892, (vii) a decrease in current liabilities of $205,925;$284,414, and (viviii) cash paid for asset retirement obligations of
of $1,193,522.$2,376,460. For the threesix months ended MarchJune 31,30, 2025, net cash used in operating activities was $(428,101301,331), comprised of: (i) net
income of $5,099,627;$4,070,832, (ii) non-cash depreciation of $84,783$125,043 (comprised of $54,147$63,771 from continuing operations and $30,636$61,272 from
discontinued 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;
$5,602,484, (ivvii) a gain on asset disposals of $59,680;$25,668, (vviii) non-cash
vested stock option expense of $4,490;$168,980, (viix) annon-cash
deficiency increaseclaim inon currentreturned assetsequipment of $206,256; and$560,402, (viix) a decrease in current assets of $103,925, (xi) a decrease in current
liabilities of
$161,093. $41,670, and (xii) cash paid for asset retirement obligations of $614,548.
For
the threesix months ended MarchJune 31,30, 2026, there was no net cash provided by or used in investing activities. For the threesix months ended
MarchJune 31,30, 2025, net cash provided by investing activities was $280,000,$304,500, comprised of $380,000$404,500 of proceeds from the sale of equipment,
partially offset by $100,000 for equipment purchases.
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.
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.
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 threesix months ended MarchJune 31,30, 2026.
RNGE insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-06-15 | Celeste Richard F |
Option exercise | 250,000 | $0.15 | $37.5K |
Well-known investors holding RNGE (13F)
None of the 59 investors we track reported a position in their latest 13F.