Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 29, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Entity Registrant Name | SAFE & GREEN HOLDINGS CORP. | ||
Entity Central Index Key | 0001023994 | ||
Trading Symbol | SGBX | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, State or Province | FL | ||
Entity Address, Address Line One | 990 Biscayne Blvd., | ||
Entity Address, Address Line Two | #501, | ||
Entity Address, Address Line Three | Office 12, | ||
Entity Address, City or Town | Miami | ||
Entity Address, Postal Zip Code | 33132 | ||
City Area Code | (646) | ||
Local Phone Number | 240-4235 | ||
Title of 12(b) Security | Common Stock, par value $0.01 per share | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Interactive Data Current | Yes | ||
Entity Current Reporting Status | Yes | ||
Entity File Number | 001-38037 | ||
Entity Tax Identification Number | 95-4463937 | ||
Entity Shell Company | false | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Public Float | $ 19,987,535 | ||
Entity Common Stock, Shares Outstanding | 14,314,800 | ||
Auditor Name | Whitley Penn LLP | ||
Auditor Firm ID | 726 | ||
Auditor Location | Dallas, Texas |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 582,776 | $ 13,024,381 |
Accounts receivable, net | 1,280,456 | 2,917,646 |
Contract assets | 36,384 | 41,916 |
Held for sale assets | 4,396,826 | |
Inventories | 465,560 | 1,273,825 |
Prepaid expenses and other current assets | 744,211 | 656,279 |
Total current assets | 7,506,213 | 17,914,047 |
Property, plant and equipment, net | 5,608,903 | 6,839,943 |
Project development costs and other non-current assets | 483,546 | 923,172 |
Goodwill | 1,309,330 | 1,309,330 |
Right-of-use asset, net | 4,421,002 | 1,210,053 |
Long-term notes receivable | 857,534 | 720,137 |
Intangible assets, net | 1,997,833 | 2,095,232 |
Deferred contract costs, net | 71,374 | 112,159 |
Investment in non-marketable securities | 700,000 | 200,000 |
Investment in and advances to equity affiliates | 3,599,945 | 3,599,945 |
Total Assets | 26,555,680 | 34,924,018 |
Current liabilities: | ||
Accounts payable and accrued expenses | 4,009,522 | 7,568,851 |
Contract liabilities | 437,271 | 1,437,579 |
Lease liability, current maturities | 1,225,394 | 337,469 |
Due to affiliates | 264,451 | |
Assumed liability | 5,795 | 5,795 |
Short term note payable, net | 2,648,300 | 1,971,960 |
Total current liabilities | 8,326,282 | 11,586,105 |
Long-term note payable | 750,000 | 750,000 |
Lease liability, net of current maturities | 3,039,836 | 872,124 |
Total liabilities | 12,116,118 | 13,208,229 |
Stockholders' equity: | ||
Preferred stock, $0.00 par value, 5,405,010 shares authorized; none issued or outstanding. | ||
Common stock, $0.01 par value, 25,000,000 shares authorized; 12,613,978 issued and 12,590,863 outstanding as of December 31, 2022 and 11,986,873 issued and outstanding as of December 31, 2021. | 126,140 | 119,869 |
Additional paid-in capital | 56,173,977 | 53,341,405 |
Treasury stock, at cost – 23,115 shares | (49,680) | |
Accumulated deficit | (41,428,268) | (33,109,220) |
Total Safe & Green Holdings Corp. stockholders’ equity | 14,822,169 | 20,352,054 |
Non-controlling interests | (382,607) | 1,363,735 |
Total Stockholders' equity | 14,439,562 | 21,715,789 |
Total Liabilities and Stockholders’ Equity | $ 26,555,680 | $ 34,924,018 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Consolidated Balance Sheets | ||
Preferred stock, par value | $ 0 | $ 0 |
Preferred stock, shares authorized | 5,405,010 | 5,405,010 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 25,000,000 | 25,000,000 |
Common stock, shares issued | 12,613,978 | 11,986,873 |
Common stock, shares outstanding | 12,590,863 | 11,986,873 |
Treasury stock, shares | 23,115 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue: | ||
Revenue | $ 24,393,946 | $ 38,341,702 |
Cost of revenue: | ||
Cost of revenue | 21,139,794 | 36,012,654 |
Gross profit | 3,254,152 | 2,329,048 |
Operating expenses: | ||
Payroll and related expenses | 5,538,352 | 4,186,642 |
General and administrative expenses | 4,464,836 | 3,788,024 |
Marketing and business development expense | 480,934 | 288,438 |
Pre-project expenses | 48,794 | |
Total | 10,484,122 | 8,311,898 |
Operating loss | (7,229,970) | (5,982,850) |
Other income (expense): | ||
Interest expense | (336,239) | (1,254) |
Interest income | 73,821 | 57,266 |
Other income (expense) | 428,411 | 62,602 |
Loss on asset disposal | (25,265) | (44,081) |
Loss from equity affiliates | (55) | |
Total | 140,728 | 74,478 |
Loss before income taxes | (7,089,242) | (5,908,372) |
Income tax expense | ||
Net loss | (7,089,242) | (5,908,372) |
Add: net profit attributable to noncontrolling interests | 1,229,806 | 4,924,302 |
Net loss attributable to common stockholders of Safe & Green Holdings Corp. | $ (8,319,048) | $ (10,832,674) |
Net loss per share attributable to Safe & Green Holdings Corp. - basic and diluted: | ||
Basic | $ (0.62) | $ (1.16) |
Diluted | $ (0.62) | $ (1.16) |
Weighted average shares outstanding: | ||
Basic | 13,332,106 | 9,339,199 |
Diluted | 13,332,106 | 9,339,199 |
Construction services | ||
Revenue: | ||
Revenue | $ 12,663,896 | $ 6,537,941 |
Cost of revenue: | ||
Cost of revenue | 12,729,895 | 13,251,470 |
Engineering services | ||
Revenue: | ||
Revenue | 88,323 | 255,749 |
Cost of revenue: | ||
Cost of revenue | 58,894 | 154,126 |
Medical revenue | ||
Revenue: | ||
Revenue | 11,641,727 | 31,548,012 |
Cost of revenue: | ||
Cost of revenue | $ 8,351,005 | $ 22,607,058 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) | Total | 0.01 Par Value Common Stock | Preferred Stock | Additional Paid-in Capital | Treasury Stock | Accumulated Deficit | Safe & Green Stockholders' Equity | Noncontrolling interests |
Beginning balance at Dec. 31, 2020 | $ 18,437,823 | $ 85,962 | $ 40,443,840 | $ (22,276,546) | $ 18,253,256 | $ 184,567 | ||
Beginning Balance, Shares at Dec. 31, 2020 | 8,596,189 | |||||||
Stock-based compensation | 1,736,531 | 1,736,531 | 1,736,531 | |||||
Issuance of common stock, net of issuance costs | 10,487,753 | $ 31,644 | 10,456,109 | 10,487,753 | ||||
Issuance of common stock, net of issuance costs, Shares | 3,164,384 | |||||||
Conversion of warrants to common stock | 707,188 | $ 2,263 | 704,925 | 707,188 | ||||
Conversion of warrants to common stock, Shares | 226,300 | |||||||
Noncontrolling interest distribution | (3,745,134) | (3,745,134) | ||||||
Net income (loss) | (5,908,372) | (10,832,674) | (10,832,674) | 4,924,302 | ||||
Ending balance at Dec. 31, 2021 | 21,715,789 | $ 119,869 | 53,341,405 | (33,109,220) | 20,352,054 | 1,363,735 | ||
Ending Balance, Shares at Dec. 31, 2021 | 11,986,873 | |||||||
Stock-based compensation | 2,838,843 | $ 200 | 2,838,643 | 2,838,843 | ||||
Stock-based compensation, Shares | 20,000 | |||||||
Issuance of restricted stock units | $ 6,071 | (6,071) | ||||||
Issuance of restricted stock units, shares | 607,105 | |||||||
Repurchase of common stock | (49,680) | (49,680) | (49,680) | |||||
Noncontrolling interest distribution | (2,976,148) | (2,976,148) | ||||||
Net income (loss) | (7,089,242) | (8,319,048) | (8,319,048) | 1,229,806 | ||||
Ending balance at Dec. 31, 2022 | $ 14,439,562 | $ 126,140 | $ 56,173,977 | $ (49,680) | $ (41,428,268) | $ 14,822,169 | $ (382,607) | |
Ending Balance, Shares at Dec. 31, 2022 | 12,613,978 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (7,089,242) | $ (5,908,372) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation expense | 410,314 | 398,744 |
Amortization of intangible assets | 164,092 | 165,877 |
Amortization of deferred license costs | 40,785 | 40,785 |
Amortization of debt issuance costs | 23,726 | |
Direct write-off of accounts receivable | 1,073,531 | |
Bad debt expense and recoveries | 10,526 | 167,202 |
Interest income on notes receivable | (37,397) | (37,500) |
Stock-based compensation | 2,798,844 | 1,647,391 |
Loss on asset disposal | 25,265 | 44,081 |
Loss on equity affiliates | 55 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 553,132 | (449,240) |
Contract assets | 5,532 | 1,261,220 |
Inventories | 808,265 | (495,681) |
Prepaid expenses and other current assets | (87,932) | (61,778) |
Right of use asset | 691,227 | 473,331 |
Intangible asset | 1,139 | |
Accounts payable and accrued expenses | (3,519,329) | 3,606,889 |
Contract liabilities | (1,000,308) | (337,161) |
Due to affiliates | (264,450) | (701,110) |
Other current liability | 176,340 | (5,000) |
Lease liability | (414,674) | (472,492) |
Net cash used in operating activities | (5,630,614) | (662,759) |
Cash flows used in investing activities: | ||
Purchase of property, plant and equipment | (2,760,032) | (4,824,756) |
Purchase of intangible asset | (67,832) | (42,500) |
Proceeds from sale of equipment | 760 | 225,000 |
Payment for Promissory Note | (100,000) | |
Payment on assumed liability of acquired assets | (194,969) | |
Project development costs | (426,194) | (630,470) |
Payment on security deposit | (203,562) | |
Investment in non-marketable securities | (500,000) | (200,000) |
Investment in and advances to equity affiliates | (3,600,000) | |
Net cash used in investing activities | (3,853,298) | (9,471,257) |
Cash flows provided by financing activities: | ||
Proceeds from public stock offering and other private placements, net of issuance costs | 10,487,753 | |
Proceeds from conversion of warrants to common stock | 707,188 | |
Proceeds from short-term note payable | 500,000 | 2,000,000 |
Payment of note issuance costs | (51,766) | |
Proceeds from long-term note payable | 750,000 | |
Payments on financing lease | (431,865) | |
Distribution paid to noncontrolling interest | (2,976,148) | (3,745,134) |
Repurchase of common stock | (49,680) | |
Net cash (used in) provided by financing activities | (2,957,693) | 10,148,041 |
Net (decrease) increase in cash and cash equivalents | (12,441,605) | 14,025 |
Cash and cash equivalents - beginning of year | 13,024,381 | 13,010,356 |
Cash and cash equivalents - end of year | 582,776 | 13,024,381 |
Supplemental disclosure of cash flow information: | ||
Cash paid during the year for interest | 271,744 | 562 |
Supplemental disclosure of non-cash operating activities: | ||
Initial value of lease liability | $ 3,902,175 |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 2022 | |
Description of Business | |
Description of Business | 1. Description of Business Safe & Green Holdings Corp. as SG Blocks, Inc. as well The Company operates in the following four segments: (i) construction; (ii) medical; (ii) real estate development; and (iv) environmental. The manufacturing segment designs and constructs modular structures built in the Company’s factories. In the medical segment the Company uses its modular technology to provide turnkey solutions to medical testing and treatment and generates revenue from the medical testing. The Company’s real estate development segment builds innovative and green single or multifamily projects in underserved regions nationally using modules built in one of the Company’s vertically integrated factories. The environmental segment, the newest segment, is a sustainable medical and waste management solution that collects waste and treats waste for safe disposal. The building products developed with the Company's proprietary technology and design and engineering expertise are generally stronger, more durable, environmentally sensitive, and erected in less time than traditional construction methods. The use of the SGBlocks building structure typically provides between four to six points towards the Leadership in Energy and Environmental Design (“LEED”) certification levels, including reduced site disturbance, resource reuse, recycled content, innovation in design and use of local and regional materials. Due to the ability of SGBlocks to satisfy such requirements, the Company believes the products produced utilizing its technology and expertise is a leader in environmentally sustainable construction. There are three core product offerings that utilize the Company's technology and engineering expertise. The first product offering involves GreenSteel™ modules, which are the structural core and shell of an SGBlocks building. The Company procures the containers, engineer required openings with structural steel enforcements, paint the SGBlocks and then deliver them on-site, where the customer or a customer’s general contractor will complete the entire finish out and installation. The second product offering involves replicating the process to create the GreenSteel product and, in addition, installing selected materials, finishes and systems (including, but not limited to floors, windows, doors, interior painting, electrical wiring and fixtures, plumbing outlets and bathrooms, roofing system) and delivering SGBlocks pre-fabricated containers to the site for a third party licensed general contractor to complete the final finish out and installation. Finally, the third product offering is the completely fabricated and finished SGBlocks building (including but not limited to floors, windows, doors, interior painting, electrical wiring and fixtures, plumbing outlets and bathrooms, roofing systems), including erecting the final unit on site and completing any other final steps. The building is ready for occupancy and/or use as soon as installation is completed. Construction administration and/or project management services are typically included in the Company's product offerings. The Company also provides engineering and project management services related to the use and modification of Modules in construction. Construction During 2020, the Company formed, SG Echo, LLC, a wholly owned subsidiary of the Company. The Company acquired substantially all the assets of Echo DCL, a Texas limited liability company, except for Echo's real estate holdings for which the Company obtained a right of first refusal. Echo is a container/modular manufacturer based in Durant, Oklahoma specializing in the design and construction of permanent modular and temporary modular buildings and was one of the Company's key supply chain partners. Echo caters to the military, education, administration facilities, healthcare, government, commercial and residential customers. This acquisition has allowed the Company to expand its reach for the Modules and offer an opportunity to vertically integrate a large portion of the Company's cost of goods sold, as well as increase margins, productivity and efficiency in the areas of design, estimating, manufacturing and delivery and to become the manufacturer of the Company's core container and modular product offerings. The Company also entered into a joint venture with Clarity Lab Solutions LLC., to provide clinical lab testing related to COVID-19. Medical As of January 2021 and through the fourth quarter of 2021, the Company’s consolidated financial statements include the accounts of Chicago Airport Testing LLC (“CAT”). The Company had a variable interest in CAT as described further below. CAT is in the business of marketing, selling, distributing, leasing and otherwise commercially exploiting certain products and services in the COVID-19 testing and other medical industry. Real Estate Development In addition, during 2021, the Company formed Safe and Green Development Corporation, formerly, SGB Development Corp. (“SG DevCorp”), which is wholly-owned by the Company. SG DevCorp was formed with the purpose of real property development utilizing the Company's technologies. SG DevCorp has a minority interest in Norman Berry II Owners LLC and JDI-Cumberland Inlet LLC as described further below. Environmental During 2022, SG Environmental Solutions Corp. (“SG Environmental”) was formed and is focused on biomedical waste removal and will utilize a patented technology that it licenses to shred and disinfect biomedical waste, rendering the waste disinfected, unrecognizable, and of no greater risk to the public health than residential household waste. |
Liquidity
Liquidity | 12 Months Ended |
Dec. 31, 2022 | |
Liquidity | |
Liquidity | 2. Liquidity As of December 31, 2022, the Company had cash and cash equivalents of $582,776 and a backlog of $6,810,672. See Note 13 for a discussion of construction backlog. Based on the Company's conversations with key customers, the Company anticipates its backlog to convert to revenue over the following period: 2022 Within 1 year $ 6,810,762 Total Backlog $ 6,810,762 The Company has incurred losses since its inception, has negative working capital of approximately $820,000 and has negative operating cash flows, which has raised substantial doubt about its ability to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of the uncertainty concerning the Company’s ability to continue as a going concern. The Company intends to meet its capital needs from revenue generated from operations and by containing costs, entering into strategic alliances, as well as exploring other options, including the possibility of raising additional debt or equity capital as necessary. There is, however, no With the global spread of the ongoing novel coronavirus ("COVID- ") pandemic during , the Company implemented business continuity plans designed to address and mitigate the impact of the COVID- pandemic on its employees and business. Any quarantines, the timing and length of containment and eradication solutions, travel restrictions, absenteeism by infected workers, labor shortages or other disruptions to the Company's suppliers and contract manufacturers or customers would likely adversely impact the Company's sales and operating results and result in further project delays. In addition, the pandemic has negatively affected the economy and has affected the demand for the Company's products. During COVID-19, order lead times were extended and delayed and pricing has increased. pandemic adversely affects the Company's business and results of operations, it may also have the effect of heightening many of the other risks and uncertainties which the Company faces. The Company has been impacted by COVID- with supply chain distributions, absenteeism by infected workers and skilled labor shortages which has caused delays in projects and the Company could be further impacted if the COVID- pandemic continues. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 3. Summary of Significant Accounting Policies Basis of presentation and principals of consolidation – The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and the applicable rules and regulations of the United States Securities and Exchange Commission (“SEC”) and include the accounts of the Company and its wholly owned subsidiaries, SG Building Blocks, Inc., SG Residential, Inc., SG DevCorp, SG Environmental and SG Echo, LLC. All intercompany balances and transactions are eliminated. Investments in or less owned partnerships and affiliates are accounted for using the equity method unless it is determined that we have effective control of the entity, in which case we would consolidate the entity. Recently adopted accounting pronouncements - New accounting pronouncements implemented by the Company are discussed below or in the related notes, where appropriate. Accounting estimates stock-based compensation, accounts receivable reserves, inventory valuations, goodwill, the valuation allowance related to the Company’s deferred tax assets, the carrying amount of intangible assets, right of use assets and the recoverability and useful lives of long-lived assets. Certain of the Company’s estimates could be affected by external conditions, including those unique to the Company and general economic conditions. It is reasonably possible that these external factors could have an effect on the Company’s estimates and could cause actual results to differ from those estimates. Operating cycle – The length of the Company’s contracts varies, but is typically between six twelve months twelve months . Assets and liabilities relating to contracts are included in current assets and current liabilities, respectively, in the accompanying balance sheets as they will be liquidated in the normal course of contract completion, which at times could exceed one year Revenue recognition The Company determines, at contract inception, whether it will transfer control of a promised good or service over time or at a point in time, regardless of the length of contract or other factors. The recognition of revenue aligns with the timing of when promised goods or services are transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. ( 1 Identify the contract with a customer ( 2 Identify the performance obligations in the contract ( 3 Determine the transaction price ( 4 Allocate the transaction price to performance obligations in the contract ( 5 Recognize revenue as performance obligations are satisfied On certain contracts, the Company applies recognition of revenue over time, which is similar to the method the Company applied under previous guidance (i.e. percentage of completion). Due to uncertainties inherent in the estimation process, it is possible that estimates of costs to complete a performance obligation will be revised in the near-term. For those performance obligations for which revenue is recognized using a cost-to-cost input method, changes in total estimated costs, and related progress toward complete satisfaction of the performance obligation, are recognized on a cumulative catch-up basis in the period in which the revisions to the estimates are made. When the current estimate of total costs for a performance obligation indicate a loss, a provision for the entire estimated loss on the unsatisfied performance obligation is made in the period in which the loss becomes evident. For product or equipment sales, the Company applies recognition of revenue when the customer obtains control over such goods, which is at a point in time. On October 3, 2019, the Company entered into an Exclusive License Agreement (“ELA” ) pursuant to which it granted an exclusive license for its technology as outlined in the ELA. The ELA is described below. Under the ELA, the Company was to receive royalty payments based upon gross revenues earned by the licensee for commercialized products within the field of design and project management platforms for residential use, including single-family residences and multi-family residences, but excluding military housing. The Company has determined that the ELA granted the licensee a right to access the Company’s intellectual property throughout the license period (or its remaining economic life, if shorter), and thus recognizes revenue over time as the licensee recognized revenue and the Company has the right to payment of royalties. On June 15, 2021, the Company terminated the ELA that was executed on October 3, 2019, and no revenue has been recognized under the ELA for the years ending December 31, 2022 and 2021. CMC Right of First Refusal Agreement – Agreement CMC ROFR Rights unless the Agreement is earlier terminated. the event that the Agreement was earlier terminated, CMC was entitled to receive the entire amount of such restricted stock that had vested as of such earlier termination date, but in no event less than 1,250 2,500 The Agreement also provided that CMC has engaged the Company to build and design, in the aggregate, approximately 100 residential and commercial units at 1100 Ridge Avenue, Atlanta, Georgia, which is known as the “Ridge Avenue, Atlanta Project.” The total expected gross revenue to the Company for the project to be derived by CMC is approximately $0. The project is a residential project but it was not subject to the recently terminated ELA. The planning stage of the project was initially delayed due to COVID-19. The Company is no longer participating on Ridge Avenue as CMC has decided to proceed with this project as a traditional construction build. The Company has reported this as a cancellation within the Company's backlog footnote, see Note 13 on this discussion. No revenue has been recognized under the Agreement during the years ending December 31, 2022 or 2021 The Company entered into a joint venture agreement with Clarity Lab Solutions, LLC (“Clarity Labs”) (the “JV”) in the fourth quarter of 2021 . Revenue from the activities of the JV is related to clinical testing services and is recognized when services have been rendered, which is at a point in time. Included in the consideration the Company expected to be entitled to receive, the Company estimates its contractual allowances, payer denials and price concessions. the years ended December 31, 2022 and 2021 , the Company recognized approximately $11.6 million and 31.4 million, respectively, Disaggregation of Revenues The Company’s revenues are primarily derived from two segments, construction related to Modules projects and medical revenue derived from lab testing and test kit sales. The Company's contracts are with customers in various industries. Revenue recognized at a point in time and recognized over time were $11,641,727 and $12,752,219, respectively, for the year ended December 31, 2022. Revenue recognized at a point in time and recognized over time were $ , respectively, for the year ended December 31, 2021. The following tables provide further disaggregation of the Company’s revenues by categories: Twelve Months Ended December 31, Revenue by Segments and Customer Type 2022 2021 Construction Segment: Government $ 905,554 4 % $ 2,335,031 6 % Hotel/Hospitality 2,731,439 11 % 1,110,303 3 % Multi-Family (includes Single Family) 86,033 — % 103,672 — % Medical (construction services) — — % 495,122 1 % Office 9,009,209 37 % 534,001 2 % Retail 5,344 — % 285,177 1 % Special Use 14,640 — % 1,930,384 5 % Total Construction Revenue Segment (includes engineering service revenue) $ 12,752,219 52 % $ 6,793,690 18 % Medical Revenue Segment (includes lab testing, kit sales and equipment) $ 11,641,727 48 % $ 31,548,012 82 % Total Revenue by Segments and Customer Type $ 24,393,946 100 % $ 38,341,702 100 % Contract Assets and Contract Liabilities Accounts receivable are recognized in the period when the Company’s right to consideration is unconditional. Accounts receivable are recognized net of an allowance for credit losses. A considerable amount of judgment is required in assessing the likelihood of realization of receivables. The timing of revenue recognition may differ from the timing of invoicing to customers. Contract assets include unbilled amounts from long-term construction services when revenue recognized under the cost-to-cost measure of progress exceeds the amounts invoiced to customers, as the amounts cannot be billed under the terms of our contracts. Such amounts are recoverable from customers based upon various measures of performance, including achievement of certain milestones, completion of specified units or completion of a contract. Contract assets are generally classified as current within the consolidated balance sheets. Contract liabilities from construction and engineering contracts occur when amounts invoiced to customers exceed revenues recognized under the cost-to-cost measure of progress. Contract liabilities additionally include advanced payments from customers on certain contracts. Contract liabilities decrease as the Company recognizes revenue from the satisfaction of the related performance obligation. Contract liabilities are generally classified as current within the consolidated balance sheet. Although the Company believes it has established adequate procedures for estimating costs to complete on open contracts, it is at least reasonably possible that additional significant costs could occur on contracts prior to completion. The Company periodically evaluates and revises its estimates and makes adjustments when they are considered necessary. Deferred Contract Costs - Prior to entering into the ELA, the Company was subject to an agreement to construct and develop a certain property (“Original Agreement”), which now was subject to the ELA. Because of this, the Company is no longer obliged to its Original Agreement. Upon entering the ELA, the Company had an outstanding accounts receivable balance of $306,143 which was forfeited and recognized this amount as deferred contract costs. This amount was offset by $102,217 which was reimbursement from the licensee for project costs on this project. The Company incurred total deferred contract costs of $203,926 . The Company considered this amount an incremental cost of obtaining that ELA, because the Company expected to recover those costs through future royalty payments. The Company initially planned to amortize the asset over sixty months, which is the initial term of the ELA because the asset relates to the services transferred to the customer during the contract term. As of , accumulated amortization related to deferred contract costs amounted to $132,552 . During the years ended and 2021, amortization expense relating to the deferred contract costs amounted to $ 40,785 and $40,785 and is included in general and administrative expenses on the accompanying consolidated statements of operations. As previously mentioned, the ELA was terminated on June 15, 2021 but the Company expects to recover the deferred contract costs from the Assignment of Limited Rights Under Membership Interest Redemption Agreement, dated June 15, 2021 as described below. Exclusive License Agreement – On October 3, 2019, as amended on October 17, 2019, the Company entered into the ELA with CPF GP 2019-1 LLC (the “Licensee”), pursuant to which the Company granted the Licensee an exclusive license (the “License”) solely within the United States and its legal territories to the Company’s technology, intellectual property, any improvements thereto, and any related permits, in order to develop and commercialize products within the field of design and project management platforms for residential use, including single-family residences and multi-family residences, but excluding military housing. The Ridge Avenue Project has also been excluded from the License. The ELA had an initial term of five (5) years and was to automatically renew for subsequent five (5) year periods. The ELA provided for customary terminating provisions, including the right by the Company to terminate if the Licensee failed to make minimum royalty payments (as described below). In consideration for the License, during the initial term, the Licensee agreed to pay the Company a royalty of (x) five percent (5%) on the first $20,000,000 of gross revenues derived from the Licensee’s commercialization of the License (net of customary discounts, sales taxes, delivery charges, and amounts for returns) (the “Gross Revenues”), (y) four and one-half percent (4.5%) on the next $30,000,000 of Gross Revenues, and (z) five percent (5%) on all Gross Revenues thereafter (collectively, the “Royalty”), subject to the following minimum royalty payments determined on a cumulative basis during the initial term: $500,000 in year 1, $750,000 in year 2, $1,500,000 in year 3, $2,000,000 in year 4, and $2,500,000 in year 5. In addition, to the extent the Licensee sublicensed any aspect of the License to a sub-licensee, the Licensee was obligated to pay to the Company percent (50 %) of all payments received by the Licensee from such sublicensee. The ELA provided for customary indemnification obligations between the parties and further provides that the Licensee will indemnify the Company for any claims arising out of the commercialization of the License by the Licensee or any of its subsidiaries, contractors, or sublicensees. On June 15, 2021, the Company terminated the ELA. In connection with the termination, the Company entered into a Settlement and Mutual Release Agreement (the “Settlement Agreement”) with CPF, the general partner (the “Licensee”) of CPF MF 2019 1 Business Combinations - The Company accounts for business acquisitions using the acquisition method of accounting in accordance with ASC 805 V ariable Interest Entities – The Company accounts for certain legal entities as variable interest entities (“VIE"). When evaluating a VIE for consolidation, the Company must determine whether or not there is a variable interest in the entity. Variable interests are investments or other interests that absorb portions of an entity’s expected losses or receive portions of the entity’s expected returns. If it is determined that the Company does not have a variable interest in the VIE, no further analysis is required and the VIE is not consolidated. If the Company holds a variable interest in a VIE, the Company consolidates the VIE when there is a controlling financial interest in the VIE and therefore are deemed to be the primary beneficiary. The Company is determined to have a controlling financial interest in a VIE when it has both the power to direct the activities of the VIE that most significantly impact the VIE economic performance and the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to that VIE. This determination is evaluated periodically as facts and circumstances change. On August 27, 2020 the Company entered into a joint venture agreement with Clarity Lab Solutions, LLC (“Clarity Labs”) (the “JV”). In consideration and subject to Clarity Lab’s services and commitments and provided the agreement remains valid and in force, and is not terminated, the Company agreed to issue restricted shares of SGB common stock over a defined vesting period starting in December 1, 2020. The restricted shares of SGB common stock were not issued to Clarity Labs as certain capital commitments were not met. Clarity Labs is a licensed clinical laboratory that uses specialized molecular testing equipment and that focuses on the diagnosis and treatment of critical diseases, including COVID- 19 As of December 31, 2021 December 31, 2021. The Company has determined it is the primary beneficiary of Clarity Mobile Venture and has thus consolidated the activities in its consolidated financial statements. Due to the ongoing lower affects of COVID-19 restrictions, the JV was wound down during the fourth quarter of 2022, and the Company does not owe any amounts to Clarity Labs as of December 31, 2022. On January 18, 2021 the Company entered into an operating agreement to form CAT. The purpose of CAT is to market , sell, distribute, lease and otherwise commercially exploit certain products and services in the COVID- 19 The Company has determined it is the primary beneficiary of CAT and has thus consolidated the activities in its consolidated financial statements. Investment Entities – On May 31, 2021, the Company's subsidiary SG DevCorp agreed to contribute $600,000 to acquire a 50% membership interest in Norman Berry II Owner LLC (“Norman Berry”) The Company will use the equity method to report the activities as an investment in its consolidated financial statements. On June 24, 2021, the Company's subsidiary, SG DevCorp, entered into an operating agreement with Jacoby Development for a % non-dilutable equity interest for JDI-Cumberland Inlet, LLC (“Cumberland”) Duri ng the year ended De impairment T he approximate comb Condensed balance sheet information: 2022 2021 Total assets $ 37,500,000 $ 37,700,000 Total liabilities $ 7,100,000 $ 7,020,000 Members’ equity $ 30,400,000 $ 30,680,000 Cash and cash equivalents – The Company considers cash and cash equivalents to include all short-term, highly liquid investments that are readily convertible to known amounts of cash and have original maturities of three months or less upon acquisition. Cash and cash equivalents totaled $582,776 and $ as of and 2021, respectively. Short-term investment – The Company classifies investments consisting of a certificate of deposit with a maturity greater than three months but less than one year as short-term investment. The Company had no short-term investment as of December 31, 2022 or 2021, respectively. Accounts receivable and allowance for credit losses – Accounts receivable are receivables generated from sales to customers and progress billings on performance type contracts. Amounts included in accounts receivable are deemed to be collectible within the Company’s operating cycle. The Company recognizes accounts receivable at invoiced amounts. The allowance for credit losses reflects the Company's best estimate of expected losses inherent in the accounts receivable balances. Management provides an allowance for credit losses based on the Company’s historical losses, specific customer circumstances, and general economic conditions. Periodically, management reviews accounts receivable and adjusts the allowance based on current circumstances and charges off uncollectible receivables when all attempts to collect have been exhausted and the prospects for recovery are remote. Recoveries are recognized when they are received. Actual collection losses may differ from our estimates and could be material to our consolidated financial position, results of operations, and cash flows. Inventory – Raw construction materials (primarily shipping containers and fabrication materials) are valued at the lower of cost (first-in, first-out method) or net realizable value. Finished goods and work-in-process inventories are valued at the lower of cost or net realizable value, using the specific identification method. Medical equipment and COVID-19 test and testing supplies are valued at the lower of cost, (first-in, first-out method) or net realizable value. As of December 31, 2022 there was inventory of $465,560 for construction materials. As of December 31, 2021 there was inventory of $516,731 for construction materials, and $757,094 of medical equipment and COVID-19 test and testing supplies. Goodwill – The Company performs its impairment test of goodwill at the reporting unit level each fiscal year, or more frequently if events or circumstances change that would more likely than not reduce the fair value of its reporting unit below its carrying values. The Company performs a goodwill impairment test by comparing the fair value of the reporting unit with its carrying value and recognizes an impairment charge for the amount by which the carrying value exceeds the fair value, not to exceed the total amount of goodwill . The amount by which the carrying value of the goodwill exceeds its implied fair value, if any, is recognized as an impairment loss. There were no impairments during the years ended December 31, 2022 or 2021. The Company has taken the recent COVID-19 pandemic into consideration when determining impairment. Intangible assets – Intangible assets consist of $2,766,000 of proprietary knowledge and technology, which is being amortized over 20 years. In addition, included in intangible assets is $97,164 of trademarks, and $115,632 of website costs that are being amortized over 5 years. The Company evaluated intangible assets for impairment during the year ended December 31, 2022 and 2021 five For the year ending December 31,: 2023 $ 174,741 2024 174,035 2025 170,618 2026 153,283 2027 149,605 Thereafter 1,175,551 $ 1,997,833 Property, plant and equipment – Property, plant and equipment is stated at cost. Depreciation is computed using the straight-line method over the estimated lives of each asset. Estimated useful lives for significant classes of assets are as follows: computer and software 3 5 5 7 2 5 5 to 7 5 29 Held For Sale Assets Convertible instruments – The Company bifurcates conversion options from their host instruments and accounts for them as free standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded instrument would be considered a derivative instrument. Common stock purchase warrants and other derivative financial instruments – The Company classifies as equity any contracts that (i) require physical settlement or net-share settlement or (ii) provides a choice of net-cash settlement or settlement in the Company’s own shares (physical settlement or net-share settlement) providing that such contracts are indexed to the Company’s own stock. The Company classifies as assets or liabilities any contracts that (i) require net-cash settlement (including a requirement to net cash settle the contract if any event occurs and if that event is outside the Company’s control) or (ii) gives the counterparty a choice of net-cash settlement or settlement shares (physical settlement or net-cash settlement). The Company assesses classification of common stock purchase warrants and other free standing derivatives at each reporting date to determine whether a change in classification between assets and liabilities or equity is required. Fair value measurements – Financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities are carried at cost, which the Company believes approximates fair value due to the short-term nature of these instruments. The Company measures the fair value of financial assets and liabilities based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. The Company uses three levels of inputs that may be used to measure fair value: Level 1 Quoted prices in active markets for identical assets or liabilities. Level 2 Quoted prices for similar assets and liabilities in active markets or inputs that are observable. Level 3 Inputs that are unobservable (for example, cash flow modeling inputs based on assumptions). Transfer into and transfers out of the hierarchy levels are recognized as if they had taken place at the end of the reporting period. There were no transfers into or out of the hierarchy levels during the year ended December 31, 2022 or 2021. Share-based payments – The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees and directors, including non-employee directors, the fair value of a stock option award is measured on the grant date. The fair value amount is then recognized over the period services are required to be provided in exchange for the award, usually the vesting period. The Company recognizes stock-based compensation expense on a graded-vesting basis over the requisite service period for each separately vesting tranche of each award. Stock-based compensation expense to employees and all directors are reported within payroll and related expenses in the consolidated statements of operations. Stock-based compensation expense to non-employees is reported within marketing and business development expense in the consolidated statements of operations. Other income (expense) pany did not be Income taxes – The Company accounts for income taxes utilizing the asset and liability approach. Under this approach, deferred taxes represent the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid. The provision for income taxes generally represents income taxes paid or payable for the current year plus the change in deferred taxes during the year. Deferred taxes result from the differences between the financial and tax bases of the Company’s assets and liabilities and are adjusted for changes in tax rates and tax laws when changes are enacted. The calculation of tax liabilities involves dealing with uncertainties in the application of complex tax regulations. The Company recognizes liabilities for anticipated tax audit issues based on the Company’s estimate of whether, and the extent to which, additional taxes will be due. If payment of these amounts ultimately proves to be unnecessary, the reversal of the liabilities would result in tax benefits being recognized in the period when the liabilities are no longer determined to be necessary. If the estimate of tax liabilities proves to be less than the ultimate assessment, a further charge to expense would result. Concentrations of credit risk – Financial instruments, that potentially subject the Company to concentration of credit risk, consist principally of cash and cash equivalents. The Company places its cash with high credit quality institutions. At times, such amounts may be in excess of the FDIC insurance limits. The Company has not experienced any losses in such account and believes that it is not exposed to any significant credit risk on the account. With respect to receivables, concentrations of credit risk are limited to a few customers in the construction industry. The Company performs ongoing credit evaluations of its customers’ financial condition and, generally, requires no collateral from its customers other than normal lien rights. At December 31, 2022 and , % and %, respectively, of the Company’s gross accounts receivable were due from and four customers Revenue in excess of % relating to and one 65 % and 80 % of the Company's total revenue for the year ended December 31, 2022 and 2021, respectively. For the year ending December 31, 2022 and 2021, there were no vendors that represented 10% or more of our cost of revenue. The Company believes it has access to alternative suppliers, with limited disruption to the business, should circumstances change with its existing suppliers. |
Accounts Receivable
Accounts Receivable | 12 Months Ended |
Dec. 31, 2022 | |
Accounts Receivable | |
Accounts Receivable | 4. Accounts Receivable At December 31, 2022, 2021 and 2020 2022 2021 2020 Billed: Construction services $ 1,310,456 $ 2,293,187 $ 1,391,555 Engineering services — 86,388 86,264 Medical revenue — 679,446 1,157,819 Retainage receivable — 635,049 615,136 Other receivable 115,746 186,692 180,748 Total gross receivables 1,426,202 3,880,762 3,431,522 Less: allowance for credit losses (145,746 ) (963,116 ) (795,914 ) Total net receivables $ 1,280,456 $ 2,917,646 $ 2,635,608 Receivables are There were direct write offs of $40,580 during the year ended December 31, 2022. There was a provision for credit losses of for the years ended December 31, 2022 and 2021, respectively |
Contract Assets and Contract Li
Contract Assets and Contract Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Contract Assets and Contract Liabilities | |
Contract Assets and Contract Liabilities | 5. Contract Assets and Contract Liabilities Costs and estimated earnings on uncompleted contracts, which represent contract assets and contract liabilities, consisted of the following at December 31 2022 2021 2020 Costs incurred on uncompleted contracts $ 13,730,177 $ 4,272,425 $ 4,572,581 Provision for loss on uncompleted contracts — 2,238,578 — Estimated earnings (losses) to date on uncompleted contracts (2,160,085 ) (3,156,377 ) 872,302 Gross contract assets 11,570,092 3,354,626 5,444,883 Less: billings to date (11,970,979 ) (4,750,289 ) (5,916,487 ) Net contract liabilities on uncompleted contracts $ (400,887 ) $ (1,395,663 ) $ (471,604 ) The above amounts are included in the accompanying consolidated balance sheets under the following captions at December 31: 2022 2021 2020 Contract assets $ 36,384 $ 41,916 $ 1,303,136 Contract liabilities (437,271 ) (1,437,579 ) (1,774,740 ) Net contract liabilities $ (400,887 ) $ (1,395,663 ) $ (471,604 ) Although management believes it has established adequate procedures for estimating costs to complete on open contracts, it is at least reasonably possible that additional significant costs could occur on contracts prior to completion. The Company periodically evaluates and revises its estimates and makes adjustments when they are considered necessary. |
Project Development Costs and O
Project Development Costs and Other Non-Current Assets | 12 Months Ended |
Dec. 31, 2022 | |
Project Development Costs and Other Non-Current Assets | |
Project Development Costs and Other Non-Current Assets | 6. Project Development Costs and Other Non-Current Assets Project development costs and other non-current assets are stated at cost. At December 31, 2022, the Company’s project development costs related mainly to its construction segment totaled $ 289,984 and other non-current assets which includes security deposits totaled $ 193,562 . At December 31, 2021, the Company’s project development costs related mainly to its development segment totaled $ 719,610 and other non-current assets which includes security deposits totaled $ 203,562. |
Property, plant and equipment
Property, plant and equipment | 12 Months Ended |
Dec. 31, 2022 | |
Property, plant and equipment | |
Property, plant and equipment | 7. Property, plant and equipment Property, plant and equipment are stated at cost less accumulated depreciation and amortization and depreciated using the straight-line method over their useful lives. At December 31, 2022 and 2021, the Company’s property, plant and equipment, net consisted of the following: 2022 2021 Computer equipment and software $ 94,530 $ 156,701 Furniture and other equipment 271,798 275,606 Leasehold improvements 17,280 15,400 Equipment and machinery 943,464 1,219,056 Automobiles 4,638 4,638 Building held for lease 196,416 196,416 Laboratory and temporary units 1,364,748 1,362,760 Land 1,190,655 3,576,130 Construction in process 2,244,100 442,515 Property, plant and equipment 6,327,629 7,249,222 Less: accumulated depreciation (718,726 ) (409,279 ) Property, plant and equipment, net $ 5,608,903 $ 6,839,943 Depreciation expense for the years ended December 31, 2022 and 2021 amounted to $410,314 |
Notes Receivable
Notes Receivable | 12 Months Ended |
Dec. 31, 2022 | |
Notes Receivable | |
Notes Receivable | 8. Notes Receivable On January 21, 2020, CPF GP 2019-1 LLC (“CPF GP”) issued to the Company a promissory note in the principal amount of $400,000 (the “Company Note”) and issued to Paul Galvin, the Company’s Chairman and CEO, a promissory note in the principal amount of $100,000 (the “Galvin Note”). The transaction closed on January 22, 2020, on which date the Company loaned CPF GP 2019-1 LLC $400,000 and Mr. Galvin personally loaned CPF GP $100,000 on behalf of the Company. five In April 2020, CPF GP issued to the Company a promissory note in the principal amount of $250,000 for the years ended December 31, 2022 2021 During the year ended December 31, 2022, the Galvin Note was assigned to the Company and the principal amount of $ 100,000 100,000 The promissory notes are unaffected by the Settlement and Mutual Release Agreement and remain in effect and outstanding in accordance with the terms of the notes evidencing such loans. See Note 3 for a discussion on the Settlement and Mutual Release Agreement and termination of the ELA with CPF. |
Accounts Payables and Accrued L
Accounts Payables and Accrued Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Accounts Payables and Accrued Liabilities | |
Accounts Payable and Accrued Liabilities | 9. Accounts Payables and Accrued Liabilities The Company's accounts payables and accrued liabilities at December 31, 2022 and 2021, consisted of the following: 2022 2021 Accounts payable (1) $ 3,147,014 $ 3,784,662 Accrued public fees (2) 178,491 121,749 Accrued construction cost of goods sold — 367,298 Accrued losses (3) — 2,238,578 Accrued medical cost of goods sold — 208,512 Accrued g&a 254,557 176,432 Accrued project development costs — 77,700 Accrued payroll and benefits (4) 349,777 545,003 Accrued interest 10,923 11,333 Accrued non-income taxes (5) 68,760 37,584 Total Accounts Payable and Accrued Liabilities $ 4,009,522 $ 7,568,851 (1) Payables also includes insurance financing payable and construction retainage payable balances along with the Company's normal account payable balances. (2) Public fees include accruals for accounting, legal, and SEC compliance expenses. (3) Losses for on-going construction projects related to the Construction segment. (4) Accrued wages, salaries, PTO, benefits, taxes, and other incentive plan expenses. (5) Non-income taxes includes property taxes, franchise taxes and other. |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2022 | |
Notes Payable [Abstract] | |
Notes Payable | 10. Notes Payable On July 14, 2021, SG DevCorp, a subsidiary of the Company, issued a Real Estate Lien Note, in the principal amount of $ (the “Short-Term Note”), secured by a Deed of Trust, dated July 14, 2021 (the “Deed of Trust”), on the Company's + acre Lake Travis project site in Lago Vista, Texas and a related Assignment of Leases and Rents, dated July 8, 2021 (“Assignment of Rents”), for net loan proceeds of approximately $1,948,234 after fees. The Short-Term Note has a term of one (1) year, provides for payments of interest only at a rate of twelve percent (12%) per annum and may be prepaid without penalty commencing nine (9) months after its issuance date. If the Short-Term Note is prepaid prior to nine (9) months after its issuance date, a 0.5 % prepayment penalty is due. The Company capitalized $ 20,000 during the year ended The Company capitalized $112,348 in interest charges and $23,727 in debt issuance costs as of December 31, 2021 related to the Lago Vista project in accordance with ASC 835-20. On July 14, 2022, the Company entered into a renewal and extension of the Short-Term Note, with a maturity date of January 14, 2023 and all other terms remaining the same. On September 8, 2022, the Company entered into a Second Real Estate Lien Note, in the principal amount of $500,000, with similar terms to the Short-Term Note (“Second Short-Term Note”). The Second Short-Term Note has a maturity date of January 14, 2023. On October 29, 2021, SG Echo, a subsidiary of the Company, entered into a Loan Agreement (“Loan Agreement”) with the Durant Industrial Authority (the “Authority”) pursuant to which it received $ 750,000 to be used for renovation improvements related to the Company's second manufacturing facility and issued to the Authority a non-interest bearing Forgivable Promissory Note in the principal amount of $ 750,000 (the “Forgivable Note”). The Forgivable Note is due on April 29, 2029 and guaranteed by the Company, provided, if no event of default has occurred under the Forgivable Note or Loan Agreement, one -third ( 1 / 3 ) of the balance of the Forgivable Note will be forgiven on April 29, 2027, one -half ( 1 / 2 ) of the balance of the Forgivable Note will be forgiven on April 29, 2028, and the remainder of the balance of the Forgivable Note will be forgiven on April 29, 2029. The Loan Agreement includes a covenant by SG Echo to employ a minimum of 75 full-time employees in Durant Oklahoma and pay them no less than 1.5 times the federal minimum wage, and provides SG Echo 24 months to comply with the provision. In August 2022, SG DevCorp entered into a $148,300 promissory note (“2022 Note”) to purchase property. The 2022 Note bears annual interest at the rate of 9.75%, with interest payments due |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination | |
Business Combination | 11. Business Combination On September 17, 2020, the Company, through SG Echo, LLC (its wholly owned subsidiary), entered into an Asset Purchase Agreement (“APA " As part of the Echo Acquisition, the Company recorded a contingent consideration liability for additional payments due to the sellers of Echo. These payments are due in accordance with the APA and are based upon the net income obtained from the Echo business during certain earnout periods. The earnout periods concluded as of September 30, 2021. The initial contingent consideration liability of $ 0 December 31, 2021 and no |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases | |
Leases | 12. Leases The Company leases an office, a plant and certain equipment under non-cancelable operating and finance lease agreements. The leases have remaining lease terms ranging from one year to ten years. Supplemental balance sheet information related to leases is as follows: Balance Sheet Location December 31, 2022 Operating Leases Right-of-use assets, net $ 2,517,559 Current liabilities Lease liability, current maturities (418,619 ) Non-current liabilities Lease liability, net of current maturities (2,118,958 ) Total operating lease liabilities $ (2,537,577 ) Finance Leases Right-of-use assets $ 1,903,443 Current liabilities Lease liability, current maturities (806,775 ) Non-current liabilities Lease liability, net of current maturities (920,878 ) Total finance lease liabilities $ ( 1,727,653 ) Weighted Average Remaining Lease Term Operating leases 6.93 years Finance leases 2 years Weighted Average Discount Rate Operating leases 3% Finance leases 3% As the leases do not provide an implicit rate, the Company used an incremental borrowing rate based on the information available at the lease commencement date in determining the present value of the lease payments, which is reflective of the specific term of the leases and economic environment of each geographic region. Anticipated future lease costs, which are based in part on certain assumptions to approximate minimum annual rental commitments under non-cancelable leases, are as follows: Year Ending December 31, Operating Financing Total 2023 $ 525,718 $ 851,792 $ 1,377,510 2024 523,722 801,869 1,325,591 2025 446,349 131,544 577,893 2026 207,379 — 207,379 2027 211,526 — 211,526 Thereafter 908,376 — 908,376 Total lease payments 2,823,070 1,785,205 4,608,275 Less: Imputed interest 285,493 57,552 343,045 Present value of lease liabilities $ 2,537,577 $ 1,727,653 $ 4,265,230 Chicago Airport Testing has subleased its leased vacant area for a period of one year , the sublessee has the option to terminate at any time after the first six months. The sublessee elected to terminate the Agreement, effective as of July 31, 2021 and the Company has no remaining lease revenue from the sublessee. Total lease expense amounted to $770,272 and $367,869 for the years ending December 31, 2022 and 2021. |
Construction Backlog
Construction Backlog | 12 Months Ended |
Dec. 31, 2022 | |
Construction Backlog | |
Construction Backlog | 13. Construction Backlog The following represents the backlog of signed construction and engineering contracts in existence at December 31, 2022 and 2021, which represents the amount of revenue the Company expects to realize from work to be performed on uncompleted contracts in progress and from contractual agreements in effect at December 31, 2022 and December 31, 2021, respectively, on which work has not yet begun: 2022 2021 Balance - beginning of period $ 3,217,909 $ 25,117,461 New contracts and change orders during the period 13,803,733 3,191,335 Adjustments and cancellations, net 1,086,301 (18,297,197 ) Subtotal 18,107,943 10,011,599 Less: contract revenue earned during the period (11,297,181 ) (6,793,690 ) Balance - end of period $ 6,810,762 $ 3,217,909 Backlog at December 31, 2021 two contracts entered into during the third quarter of 2020 in the amount of approximately $4 million and approximately $2.95 million along with contracts during the fourth quarter of in the amount of approximately $ 2.7 million, $ 0.80 million, and $ 0.70 one contract cancellation in t he amount of approximately $ 16.9 million. During 2022, the Company entered into a contract with ATCO Structures & Logistics (USA) Inc. for $5,771,200 that is reflected in the December 31, 2022 backlog. The Company expects that all of this revenue will be realized by December 31, 2023. The Company’s remaining backlog as of December 31, 2022 represents the remaining transaction price of firm contracts for which work has not been performed and excludes unexercised contract options. The Company expects to satisfy its backlog which represents the remaining unsatisfied performance obligation on contracts as of over the following period: 2022 Within 1 year $ 6,810,762 Total Backlog $ 6,810,762 Although backlog reflects business that is considered to be firm, cancellations, deferrals or scope adjustments may occur. Backlog is adjusted to reflect any known project cancellations, revisions to project scope and cost and project deferrals, as appropriate. |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting | |
Segment Reporting | 14. Segment Reporting We have organized our operations into three of general corporate expenses such as our executive office; the corporate finance, accounting, audit, tax, human resources, risk management, information technology, marketing, and legal groups; corporate Construction Medical Development Corporate/Support Consolidated Fiscal Year Ended December 31, 2022 Revenue $ 12,752,219 $ 11,641,727 $ — $ — $ 24,393,946 Operating income (loss) (472,039 ) 2,588,830 (2,137,866 ) (7,208,895 ) (7,229,970 ) Other income (expense) 373,300 — (306,393 ) 73,821 140,728 Income (loss) before income taxes (98,739 ) 2,588,830 (2,444,259 ) (7,135,074 ) (7,089,242 ) Less: Net income (loss) attributable to non-controlling interest — 1,229,806 — — 1,229,806 Net income (loss) attributable to common stockholders of Safe & Green Holdings Corp. $ (98,739 ) $ 1,359,024 $ (2,444,259 ) $ (7,135,074 ) $ (8,319,048 ) Total assets $ 11,287,672 $ 291,542 $ 9,268,918 $ 5,707,548 $ 26,555,680 Depreciation and amortization $ 574,961 $ 40,230 $ — $ — $ 615,191 Capital expenditures $ 1,858,054 $ — $ 893,785 $ 8,193 $ 2,760,032 Fiscal Year Ended December 31, 2021 Revenue $ 6,793,690 $ 31,548,012 $ — $ — $ 38,341,702 Operating income (loss) (7,041,313 ) 8,405,332 (203,078 ) (7,143,792 ) (5,982,851 ) Other income (expense) 5,163 (9,878 ) (55 ) 79,248 74,478 Income (loss) before income taxes (7,036,150 ) 8,395,454 (203,133 ) (7,064,544 ) (5,908,373 ) Net income (loss) attributable to non-controlling interest — 4,924,303 — — 4,924,303 Net income (loss) attributable to common stockholders of Safe & Green Holdings Corp. $ (7,036,150 ) $ 3,471,151 $ (203,133 ) $ (7,064,544 ) $ (10,832,676 ) Total assets $ 12,274,536 $ 5,884,098 $ 8,053,885 $ 8,711,499 $ 34,924,018 Depreciation and amortization $ 351,795 $ 240,266 $ — $ 13,345 $ 605,406 Capital expenditure $ 886,504 $ 362,122 $ 3,576,130 $ — $ 4,824,756 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Taxes | |
Income Taxes | 15. Income Taxes The Company’s provision (benefit) for income taxes consists of the following for the year ended December 31, 2022 and 2021: 2022 2021 Deferred: Federal $ (1,600,538 ) $ (2,302,762 ) State and local (688,620 ) (477,375 ) Total deferred (2,289,158 ) (2,780,137 ) Total provision (benefit) for income taxes (2,289,158 ) (2,780,137 ) Less: valuation allowance 2,289,158 2,780,137 Income tax provision $ — $ — A reconciliation of the federal statutory rate to 0.0 2022 2021 Benefit for income taxes at federal statutory rate 21.0 % 21.0 % State and local income taxes, net of federal benefit 3.9 3.9 Goodwill impairment — — Change in state rate — — Less valuation allowance (24.9 ) (24.9 ) Effective income tax rate 0.0 % 0.0 % The tax effects of these temporary differences along with the net operating losses, net of an allowance for credits, have been recognized as deferred tax assets (liabilities) at December 31, 2022 and 2021 as follows: 2022 2021 Net operating loss carryforward $ 8,155,944 $ 6,480,539 Bad debt reserve 37,734 239,334 Employee stock compensation 2,031,628 1,231,564 Intangible assets (467,395 ) (488,958 ) Depreciation (165,336 ) (131,437 ) Accrued expenses 74,801 47,184 Charity 213 205 Net deferred tax asset 9,667,589 7,378,431 Valuation allowance (9,667,589 ) (7,378,431 ) Net deferred tax asset $ — $ — The Company establishes a valuation allowance, if based on the weight of available evidence, it is more likely than not that some portion or all of the deferred assets will not be realized. During 2022 certain adjustments were made to the Company’s net operating loss carryforward tax asset for IRC Section 382 limitations. As of December 31, 2022, the Company had a net operating loss 2037 for those losses generated in 2017 and prior years. Approximately $18 million of such net operating losses will carryforward indefinitely and be available to offset up to 80% of future taxable income each year. Subsequent to December 31, 2019, the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) was passed, which temporarily removes such 80% limitation for years 2019 and 2020. As required by the provisions of ASC 740, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. Differences between tax positions taken or expected to be taken in a tax return and the net benefit recognized and measured pursuant to the interpretation are referred to as “unrecognized benefits.” A liability is recognized (or amount of net operating loss or amount of tax refundable is reduced) for an unrecognized tax benefit because it represents an enterprise’s potential future obligation to the taxing authority for a tax position that was not recognized as a result of applying the provisions of ASC 740. The Company recognizes interest and penalties related to uncertain tax positions in general and administrative expenses. As of December 31, 2022, the Company has no unrecognized tax positions, including interest and penalties. The Company files returns in the United States Federal tax jurisdiction and various other state jurisdictions. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 12 Months Ended |
Dec. 31, 2022 | |
Net Income (Loss) Per Share | |
Net Income (Loss) Per Share | 16. Net Income (Loss) Per Share Basic net income (loss) per share is computed by dividing the net income (loss) for the period by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share is computed by dividing the net income (loss) for the period by the weighted average number of common and potentially dilutive common shares outstanding during the period. Potentially dilutive common shares consist of the common shares issuable upon the exercise of stock options and warrants. Potentially dilutive common shares are excluded from the calculation if their effect is antidilutive. At December 31, 2022, there were options, including options granted to non-employees and non-directors, restricted stock units and warrants to purchase 36,436 3,370,186 2,025,020 outstanding that could potentially dilute future net income per share. Because the Company had a net loss as of December 31, 2022, it is prohibited from including potential common shares in the computation of diluted per share amounts. Accordingly, the Company has used the same number of shares outstanding to calculate both the basic and diluted loss per share. At December 31, 2021, there were options , including options to non-employees and non-directors, restricted stock units and warrants to purchase 36,436, 2,220,514 and 2,025,520 shares of common stock, respectively, outstanding that could potentially dilute future net income per share. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity | |
Stockholders' Equity | 17. Stockholders’ Equity Public Offerings – In July 2017, as permitted by the underwriting agreement entered into in connection with the Public Offering, the underwriters exercised their option to purchase an additional 11,250 shares of common stock at $100.00 per share. The Company incurred $176,771 in issuance costs from this issuance. In connection with this exercise, certain affiliates of the underwriters were granted additional warrants to purchase 563 shares of common stock in the aggregate valued at $8,321 (as discussed in Note 18). In connection with and prior to the Public Offering, the Company issued 90,084 shares of its common stock upon conversion of all outstanding preferred stock and 25,833 shares of its common stock upon conversion of the previously outstanding convertible debentures. In December 2019, the Company completed a public offering of its common stock (the “Public Offering”). In connection with the Public Offering, the Company sold 857,500 shares of common stock at a public offering price of $3.00 per share, resulting in aggregate net proceeds of $2,117,948 $454,552 no In April 2020, the Company also completed a public offering of its common stock (the "April Public Offering"). In connection with the April Public Offering, the Company sold 440,000 shares of common stock at a public offering price of $4.25 per share, resulting in aggregate net proceeds of approximately $1,522,339 after deducting underwriting discounts and commissions and other expenses related to the offering. The Company incurred a total of approximately $347,661 in issuance costs in connection with the offering and n o warrants to purchase were issued to the underwriters. In May 2020, the Company completed a public offering of its common stock (the "May Public Offering"). In connection with the May Public Offering, the Company sold 6,000,000 shares of common stock at a public offering price of $2.50 per share. Pursuant to the terms of the related Underwriting Agreement dated May 6, 2020 by and among the Company and ThinkEquity, a division of Fordham Financial Management, Inc., as representatives of several underwriters named therein ("ThinkEquity"), ThinkEquity was granted an over-allotment option to purchase up to an additional 900,000 shares of the Company's common stock, par value $0.01 per share (the "Common Stock"), in connection with the previously announced public offering. On May 15, 2020, ThinkEquity exercised in full such option with respect to all 900,000 shares of the Company's Common Stock (the "Option Shares"). After giving effect to the full exercise of the over-allotment option, the total number of shares of Common Stock sold by the Company in the May Public Offering was 6,900,000 shares of Common Stock and total net proceeds to the Company, after deducting underwriting discounts and commissions and other offering expenses payable by the Company, were approximately $15,596,141. The Company incurred a total of approximately $1,653,859 in issuance costs in connection with the offering and issued warrants to purchase 300,000 shares of common stock to the underwriters. In October 2021, the Company closed a registered direct offering and concurrent private 11.55 The net proceeds to the Company after deducting the Placement Agent’s fees and the Company’s estimated offering expenses was approximately $10.5 Securities Purchase Agreement – In April 2019 , the Company issued 42,388 shares of its common stock at $22.00 per share through a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional investors and accredited investors. Concurrently with the sale of the common stock, pursuant to the Purchase Agreement, the Company also sold common stock purchase warrants to such investors to purchase up to an aggregate of 42,388 shares of common stock. The Company incurred $ 379,816 in issuance costs from the offering and issued 4,239 warrants to the underwriters. The warrants are further discussed in Note 18. Decrease in Authorized Shares – On June 5, 2019 June 5, 2019 Underwriting Agreement – August 2019 , the Company issued 45,000 shares of its common stock at $17.00 per share pursuant to the terms of an Underwriting Agreement (the “Underwriting Agreement”) to the public. The Company incurred $181,695 in issuance costs from the offering and issued warrants to purchase 2,250 shares of common stock to the underwriter. The warrants are further discussed in Note18. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2022 | |
Warrants | |
Warrants | 18. Warrants In conjunction with the June 2017 Public Offering, the Company issued to certain affiliates of the underwriters, as compensation, warrants to purchase an aggregate of 4,313 shares of common stock at an exercise price of $125.00 per share. The warrants are exercisable at the option of the holder on or after June 21, 2018 and expire June 21, 2023. The fair value of warrants was calculated utilizing a Black-Scholes model and amounted to $63,796. The fair market value of the warrants as of the date of issuance has been included in issuance costs in additional paid-in capital. In conjunction with the Purchase Agreement in April 2019, the Company also sold warrants to purchase up to an aggregate of 42,388 October 29, 2024 . T he Company issued to certain affiliates of the underwriters, as compensation, warrants to purchase an aggregate of 4,239 shares of common stock at an initial exercise price of $27.50 per share. The warrants are exercisable at the option of the holder on or after October 29, 2019 and expire April 24, 2024 . In conjunction with the Underwriting Agreement in August 2019, the Company issued to the underwriter, as compensation, warrants to purchase an aggregate of 2,250 shares of common stock at an initial exercise price of $21.25 per share. The warrants are exercisable at the option of the holder on or after February 1, 2020 and expire August 29, 2024 In conjunction with the Underwriting Agreement in May 2020, the Company issued to the underwriter, as compensation, warrants to purchase an aggregate of 300,000 shares of common stock at an initial exercise price of $3.14 per share. The warrants are exercisable at the option of the holder on or after November 6, 2020 and expire May 5, 2025. During the year ended December 31, 2021, In conjunction with the Purchase Agreement in October 2021, the Company also issued Series A 1,898,630 have an exercise price of $ 4.80 per share, exercisable at the option of the holder on or after October 26, 2021 and will expire five years from the date of issuance. |
Share-based Compensation
Share-based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Share-based Compensation | 19. Share-based Compensation On October 26, 2016, the Company’s Board of Directors approved the issuance of up to shares of the Company’s common stock in the form of restricted stock or options (“ Stock Plan”). Effective January 20, 2017, the Stock Plan was amended and restated as the SG Blocks, . Stock Incentive Plan, as further amended eff June 1, 2018 and as further amended on July 30, 2020 and as further amended on August 18, 2021, (the “Incentive Plan”). The Incentive Plan authorizes the issuance of up to 3,625,000 shares of common stock. It authorizes the issuance of equity-based awards in the form of stock options, stock appreciation rights, restricted shares, restricted share units, other share-based awards and cash-based awards to non-employee directors and to officers, employees and consultants of the Company and its subsidiary, except that incentive stock options may only be granted to the Company’s employees and its subsidiary’s employees. The Incentive Plan expires on October 26, 2026, and is administered by the Company’s Compensation Committee of the Boa As of , there were 376,060 shares of common stock available for issuance under the Incentive Plan. Stock-based compensation expense is included in the consolidated statements of operations as follows: Year Ended December 31, 2022 2021 Payroll and related expenses $ 2,798,844 $ 1,647,391 General and administrative expenses — — Total $ 2,798,844 $ 1,647,391 The following table presents total stock-based compensation expense by security type included in the consolidated statements of operations: Year Ended December 31, 2022 2021 Stock options $ — $ 2,666 RSUs 2,798,844 1,644,725 Total $ 2,798,844 $ 1,647,391 Because the Company does not have significant historical data on employee exercise behavior, the Company uses the “Simplified Method” to calculate the expected life of the stock-based option awards granted to employees. The simplified method is calculated by averaging the vesting period and contractual term of the options. The following table summarizes stock-based option activities and changes during the years ended December 31, 2022 and 2021, as described below: Shares Weighted Average Fair Value Per Share Weighted Average Exercise Price Per Share Weighted Average Remaining Terms (in years) Aggregate Intrinsic Value Outstanding – December 31, 2020 36,436 $ 35.54 $ 78.71 6.34 $ — Granted — — — Exercised — — — Cancelled — — — Outstanding – December 31, 2021 36,436 $ 24.80 $ 78.71 5.34 $ — Granted — — — Exercised — — — Cancelled — — — Outstanding – December 31, 2022 36,436 24.80 78.71 4.34 $ — Exercisable – December 31, 2021 36,436 24.80 78.71 5.34 — Exercisable – December 31, 2022 36,436 $ 24.80 $ 78.71 4.34 $ — For the years ended December 31, 2022 and December 31, 2021, the Company recognized stock-based compensation expense of $0 and $2,666 , As of December 31, 2022, there was no unrecognized compensation costs related to non-vested stock options and all options have been expensed . The intrinsic value is calculated as the difference between the fair value of the stock price at year end and the exercise price of each of the outstanding stock options. Restricted Stock Units On March 22, 2019, a total of 15,703 of restricted stock units were granted to Mr. Galvin, Mr. Armstrong, Mr. Restricted stock units granted to Mr. Galvin, Mr. Armstrong, Mr. Shetty, and an aggregate of six employees and one consultant of 6,139, 772, 5,729 and an aggregate of 3,063, respectively, vest in installments over either a one-year, two-year, three-year and four-year period and will fully vest by the end of December 31, 2022. The fair value of these units upon issuance amounted to $847,957. On January 15, 2019 and February 26, 2019, a total of 526 of restricted stock units were granted to two of the Company’s non-employee directors, under the Incentive Plan, at the calculated fair value of $58.80 and $55.20 per share, respectively, which represents the average closing price of the Company’s common stock for the ten trading days immediately preceding and including the grant date. The restricted stock units granted on January 15, 2019 will vest on January 15, 2020, subject to each individual’s continued service as a director of the Company through such date, and are payable six months after the termination of the director from the Company’s Board of Directors or death or disability. The restricted stock units granted on February 26, 2019 vest on the earlier of (A) the first anniversary of the date of the grant or (B) the date of the 2019 annual meeting of the Company’s stockholders subject to each individual’s continued service as a director of the Company through such date, and are payable six months after the termination of the director from the Board of Directors or death or disability. Effective June 5, 2019, a total of 9,189 of restricted stock units were granted to the Company’s non-employee directors, under the Company’s stock-based compensation plan, at the calculated fair value of $16.40 per share, which represents the average closing price of the Company’s common stock for the ten trading days immediately preceding and including the grant date. Restricted stock units granted to directors on June 5, 2019 vest on the earlier of (A) the first anniversary of the date of the grant or (B) the date of the annual meeting of the Company’s stockholders that occurs in the year immediately following the date of the grant; and are payable six months after the termination of the director from the Board or death or disability. On April 14, 2020, a total of 35,331 of restricted stock units were granted to Mr. Galvin, Mr. Armstrong, Mr. Sheeran, five employees and two consultants of the Company, under the Company's stock-based compensation plan, at the fair value of $4.76 per share, which represents the closing price of the Company's common stock on April 14, 2020. Restricted stock units granted to Mr. Galvin, Mr. Armstrong, Mr. Sheeran, and an aggregate of five employees and one consultant of 11,331, 1,000, 3,000 and an aggregate of 8,000, respectively, will vest in full on the first anniversary of the vesting commencement date and one consultant received 12,000 restricted stock units that vested immediately on April 15, 2020. The fair value of these units upon issuance amounted to $168,176. On April 14, 2020, a total of 12,000 of restricted stock units were granted to three of the Company’s non-employee directors, under the Incentive Plan, at the calculated fair value of $4.76 per share, which represents the closing price of the Company’s common stock on April 14, 2020. The restricted stock units granted on April 14, 2020 will fully vest on April 14, 2021, subject to each individual’s continued service as a director of the Company through such date, and are payable six months after the termination of the director from the Company’s Board of Directors or death or disability. The fair value of these units upon issuance amounted to $57,120. On September 23, 2020, a total of 425,000 of restricted stock units were granted to Mr. Armstrong, Mr. Sheeran, seven one the Company's common stock on September 23, 2020. Restricted stock units granted to Mr. Armstrong, Mr. Sheeran, and an aggregate of seven employees and one consultant of 50,000, 75,000 and an aggregate of 300,000, respectively, and 1/3 will vest on September 23, 2020, 1/3 on the one year anniversary of the grant date and 1/3 on the two year anniversary of the grant date. The fair value of these units upon issuance amounted to $769,250. On November 11, 2020, a total of 46,826 of restricted stock units were granted to three The restricted stock units granted on November 11, 2020 will vest 1/2 on November 11, 2020 and 1/2 on the one year anniversary of the grant date, subject to each individual’s continued service as a director of the Company through such date, and are payable six months after the termination of the director from the Company’s Board of Directors or death or disability. The fair value of these units upon issuance amounted to $111,920. On December 9, 2020, a total of 372,000 of restricted stock units were granted to Mr. Galvin, under the Company's stock-based compensation plan, at the fair value of $ 3.28 of the Company's common stock on December 9, 2020. Restricted stock units granted to Mr. Galvin will vest 1/2 on December 9, 2020 and 1/2 on the first year anniversary of the grant date. The fair value of these units upon issuance amounted to $1,220,160. On October 1, 2021, a total of 1,214,500 of restricted stock units were granted to Mr. Galvin, Mr. Rogers, Mr. Armstrong, Mr. Sheeran, thirteen employees and three consultant of the Company, under the Company's stock-based compensation plan, at the fair value of $3.38 per share, which represents the closing price of the Company's common stock on October 1, 2021. Restricted stock units granted to Mr. Galvin, Mr. Armstrong, Mr. Sheeran, and an aggregate of thirteen employees and two consultant of 350,000, 40,000, 100,000 and an aggregate of 475,000, respectively, vesting quarterly over two years two On October 1, 2021, a total of 59,170 of restricted stock units were granted to five of the Company's non-employee directors, under the Company's stock-based compensation plan, at the fair value of $3.38 per share, which represents the closing price of the Company's common stock on October 1, 2021. The restricted stock units granted October 1, 2021 vesting monthly over one year On December 7, 2021, a total of 62,500 of restricted stock units were granted to five of the Company's non-employee advisory directors, under the Company's stock-based compensation plan, at the fair value of $2.36 per share, which represents the closing price of the Company's common stock on December 7, 2021. The restricted stock units granted vest one year During 2022, a total of 1,045,000 of restricted stock units were granted to Mr. Galvin and seven employees of the Company, under the Company’s stock-based compensation plan, at the fair value ranging from $1.30 to $2.24 per share, which represents the closing price of the Company’s common stock at the date of grant. The restricted stock units granted vest quarterly over two years On November 18, 2022, a total of 80,000 of restricted stock units were granted to four of the Company's non-employee directors, under the Company's stock-based compensation plan, at the fair value of $1.30 per share, which represents the closing price of the Company's common stock on November 18, 2022. The restricted stock units granted vest in equal quarterly installments over a two For the year ended December 31, 2022 and 2021 general and administrative expenses As of December 31, 2022, there was a total of $1,686,599 in unrecognized compensation costs related to non-vested restricted stock units. The following table summarized restricted stock unit activities during the year ended December 31, 2022 Number of Shares Non-vested balance at January 1, 2022 1,274,137 Granted 1,125,000 Vested (890,122 ) Forfeited/Expired (125,118 ) Non-vested balance at December 31, 2022 1,383,897 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies | |
Commitments and Contingencies | 20. Commitm Legal Proceedings The Company is subject to certain claims and lawsuits arising in the normal course of business. The Company assesses liabilities and contingencies in connection with outstanding legal proceedings utilizing the latest information available. Where it is probable that the Company will incur a loss and the amount of the loss can be reasonably estimated, the Company records a liability in our consolidated financial statements. These legal accruals may be increased or decreased to reflect any relevant developments on a quarterly basis. Where a loss is not probable or the amount of the loss is not estimable, the Company does not record an accrual, consistent with applicable accounting guidance. Based on information currently available, advice of counsel, and available insurance coverage, the Company believes that the established accruals are adequate and the liabilities arising from the legal proceedings will not have a material adverse effect on the consolidated financial condition. However, that in light of the inherent uncertainty in legal proceedings there can be no assurance that the ultimate resolution of a matter will not exceed established accruals. As a result, the outcome of a particular matter or a combination of matters may be material to the results of operations for a particular period, depending upon the size of the loss or the income for that particular period. 1 Pizzarotti Litigation Pizzarotti’s suit arose from a contract dated April 3, 2018 that it executed with Phipps whereby Pizzarotti, a construction manager, engaged Phipps to perform stone procuring and tile work at a construction project located at 161 Maiden Lane, New York 10038. Pizzarotti’s claims against the Company arise from a purported assignment agreement dated August 10, 2018, whereby Pizzarotti claims that the Company agreed to assume certain obligations of Phipps under a certain trade contract between Pizzarotti and Phipps & Co. Phipps’ claims against the Company arise from a purported Assignment Agreement, dated as of May 30, 2018, between Pizzarotti, Phipps and the Company (the “Assignment Agreement”), pursuant to which, it is alleged, that the Company agreed to provide a letter of credit in connection with the sub-contracted work to be provided by Phipps to Pizzarotti. The Company believes that the Assignment Agreement was void for lack of consideration and moved to dismiss the case on those and other grounds. On June 17, 2020, the New York Supreme Court entered an order dismissing certain claims against the Company brought by cross claimant Phipps & Co. Specifically, the court dismissed Phipps’ claims for indemnification, contribution, fraud, negligence and negligent misrepresentation. The court did not dismiss Phipps’ claim for breach of the Assignment Agreement. The issue of the validity of the Assignment Agreement, and the Company’s defenses to the claims brought by the plaintiff Pizzarotti, and cross claimant Phipps, are being litigated. The Company maintains that the Assignment Agreement, to the extent valid and enforceable, was properly terminated and/or there are no damages, and, consequently, that the claims brought against the Company are without merit. The Company intends to continue to vigorously defend the litigation. The parties have engaged in written discovery but no depositions have been conducted as of yet. By motion dated February 24, 2021, Pizzarotti moved to stay the entire action pending the outcome of a separate litigation captioned Pizzarotti, LLC v. FPG Maiden Lane, LLC et. al Litigation is subject to many uncertainties, and the outcome of this action is not predicted with assurance. The Company is currently unable to predict the possible loss or range of loss, if any, associated with the resolution of this litigation, and, accordingly, the Company has made no provision related to this matter in the consolidated financial statements. Vendor Litigation 1 SG Blocks, Inc. v HOLA Community Partners, et. al. On April 13, 2020, Plaintiff SG Blocks, On January 22, 2021, the Company filed a Third-Party Complaint in the HOLA Action against Third-Party Defendants Teton Buildings, LLC, On March 12, 2021, the HOLA Defendants filed an answer to the Company’s complaint against it denying liability and asserting affirmative defenses. On March 12, 2021, the Company filed an answer to the HOLA Defendants’ First Amended Consolidated Complaint against it, denying liability and asserting affirmative defenses. On April 26, 2021, the Company and the HOLA Defendants filed a Joint Stipulation to Dismiss HOLA Community Partners’ Sixth Claim for Relief (violation of California Business and Professions Code §7031(b)), with prejudice, pursuant to Fed. R. Civ. P. On July 23, 2021, the Company filed a First Amended Third-Party Complaint adding the following additional third party defendants seeking, inter alia, contractual indemnity, equitable indemnity; and contribution: American Home Building and Masonry Corp. (“American Home”), Anderson Air Conditioning, L.P. (“Anderson”). Broadway Glass and Mirror, Inc. (“Broadway”), Marne Construction, Inc. (“Marne”), The McIntyre Company (“McIntyre”), Dowell & Bradley Construction, Inc. dba J R Construction (“JR Construction”) Junior Steel Co. (“Junior Steel”) Saddleback Roofing, Inc. (“Saddleback”) Schindler Elevator Corporation (“Schindler”) U.S. Smoke & Fire Corp. (“U.S. Smoke”) and FirstForm, Inc. (“FirstForm”) (collectively the “Additional Third Party Defendants”). On September 2, 2021, Schindler Elevator Corp. filed its answer to the First Amended Third-Party Complaint. On September 3, 2021, Junior Steel Co. filed its answer to the First Amended Third-Party Complaint. On September 7, 2021, Anderson Air Conditioning, L.P. filed its answer to the First Amended Third-Party Complaint. On October 6, 2021, the McIntyre Group filed its answer to the First Amended Third-Party Complaint. On February 7, 2022, the Company filed a request for entry of a Clerk’s default against the following defendants: American Home Building and Masonry Corp., Avesi Construction, Marne Construction, Inc., FirstForm, Inc., Dowell & Bradley Construction, Inc, Saddleback Roofing, Inc., and US Smoke and Fire Corp. On February 9, 2022, the court entered a clerk’s default pursuant to Federal Rule 55 against the following defendants: American Home Building and Masonry Corp. Avesi Construction, Dowel & Bradley Construction, Inc., Saddleback Roofing Inc. and US smoke and Fire Corp. The parties that have answered and appeared in the case are currently engaged in discovery. The cut-off for fact discovery has been extended to September 12, 2022, and a trial has been set for January 31, 2023. On or about December 31, 2022, the parties who appeared in the HOLA Action executed a Settlement Agreement and Release. On February 28, 2023 the court “so ordered” the parties’ stipulation dismissing all causes of action against the parties to the Settlement Agreement and Release. 2.) Teton Buildings, LLC (i) On January 1, 2019, SG Blocks commenced an action against Teton Buildings, LLC (“Teton”) in Harris County, Texas (“Teton Texas Action”) to recover approximately $2,100,000 arising from defendant’s breach of the operative contract related to Heart of Los Angeles construction project in Los Angeles (the “HOLA Project”) entered into on or about June 2, 2017. The Petition brought claims of breach of contract, negligence, and breach of express warranty. In or about February 2022 SG Blocks dismissed without prejudice the Teton Texas Action. (ii) On or about September 12, 2018, the Company entered into a Firm Price Quote and Purchase (the “GVL Contract”) with Teton to govern the manufacture and provision of 23 shipping containers and modular units (the “Teton GVL Modules”) for the Four Oaks Gather GVL project in South Carolina (the “GVL Project.”). The Company maintains that Teton breached the GVL Contract by (i) failing to timely deliver the Teton GVL Modules, (ii) delivering Teton GVL Modules that were defective in their design and manufacture, (iii) otherwise failed to meet South Carolina Building Code regulations and (iv) breached applicable warranties. As a result of the breach and defects in performance, design and manufacture by Teton, Company asserts that it has sustained $761,401.66 in actual and consequential damages, excluding attorney’s fees. On October 16, 2019, Teton filed for Chapter 11 in the United States Bankruptcy Court for Southern District of Texas, Houston Division styled In re: Teton Buildings, LLC and bearing the case number 19-35811. On February 11, 2020, the Company filed a proof of claim again Teton in the amount of $2,861,401.66 arising from the HOLA Project and the GVL Contract. On or about March 16, 2020, the Bankruptcy Court converted Teton’s Chapter 11 reorganization case to a Chapter 7 liquidation case. On July 18, 2019, Ronald Sommers, the Chapter 7 Trustee, filed a Report of No Distribution stating that there is no property available for distribution to creditors. On August 20, 2019, the Bankruptcy Court closed the Teton bankruptcy case. As such, there is no prospect of any recovery against Teton. On January 22, 2021, the Company filed a third-party complaint against Teton in the United States District Court for the Central District of California, Case No. 2:20−cv−03432 in the HOLA Action (described above), seeking to determine Teton’s liability in its capacity as a bankruptcy debtor in order to collect any damages payable from Teton’s liability insurance carrier or carriers. On July 23, 2021, the Company filed a First Amended Third-Party Complaint against Teton and other named third party defendants (see #2 below). Teton has been served with the First Amended Third-Party Complaint and on or about February 11, 2022, Teton filed an answer and affirmative defenses. On or about December 31, 2022, the parties who appeared in the HOLA Action, including Teton by and through its insurance carrier, executed a Settlement Agreement and Release. On February 28, 2023 the court “so ordered” the parties’ stipulation dismissing all causes of action against the parties to the Settlement Agreement and Release. 3.) SG Blocks, Inc. v. EDI International, PC .- On June 21, 2019, SG Blocks filed a lawsuit against EDI International, PC, a New Jersey corporation, in the Superior Court of the State of California, County of Los Angeles, Central District, in connection with the parties' consulting agreement, dated June 29, 2016, pursuant to which EDI International, PC, was to provide, for a fee, certain architectural and design services for the HOLA Project. SG Blocks, Inc. claims that EDI International, PC, tortiously interfered with SG Blocks, Inc's economic relationship with HOLA Community Partners and Heart of Los Angeles Youth, Inc. EDI International, PC, filed a cross-complaint for alleged unpaid fees and tortious interference with EDI International, PC's contractual relationship with HOLA Community Partners and Heart of Los Angeles Youth, Inc. EDI International, PC's cross-complaint seeks in excess of $30,428.71 in damages. On July 8, 2020, SG Blocks, Inc. added PVE LLC as a defendant in the lawsuit, claiming PVE LLC is liable to the same extent as EDI International, PC. The case is currently in the discovery stage and a trial date has been set for May 2, 2022. On May 14, 2021, EDI accepted the Company’s Statutory Offer of Compromise, pursuant to California Code of Civil Procedures §998, to settle EDI’s cross-claims. On July 26, 2021, the Company and EDI entered into a certain General Release agreement whereby in exchange for payment by the Company in the amount of $67,125.83 EDI released SG Blocks from all liabilities and damages related to EDI’s cross-claims. The Company continues to prosecute its claim against EDI for tortious interference with the Company’s economic relationship with HOLA Community Partners and Heart of Los Angeles Youth, Inc. The discovery period has concluded and a trial date has been set for October 2023. Litigation is subject to many uncertainties, and the outcome of this action is not predicted with assurance. The Company is currently unable to predict the outcome or possible recovery or loss or range of loss, if any, associated with the resolution of this litigation, and, accordingly, the Company has made no provision related to this matter in the consolidated financial statements. Other Litigation 1.) SG Blocks, Inc. v. Osang Healthcare Company, Ltd. , On April 14, 2021, the Company commenced an action against Osang Healthcare Company, Ltd. (“Osang”) in the United States District Court, Eastern District of New York, Case No. 21-01990 (“Osang Action”) . The Company has asserted that Osang materially breached a certain Managed Supply Agreement (“MSA”) entered into between the parties on October 12, 2020, pursuant to which the Company received on consignment two 2,000,000 19 19 349 On June 18, 2021, Osang served a motion to dismiss the Osang Action pursuant to Rule 12(b)(6) of the Federal Rules of Civil Procedure. On July 30, 2021, the Company served its opposition to the motion to dismiss. On September 22, 2022, the court entered an order granting in part and denying in part Osang’s motion to dismiss. The court denied that part of Osang’s motion that sought dismissal of the Company’s causes of action for breach of contract (but denied recovery of lost profits) and fraud, but dismissed the Company’s causes of action for breach of implied covenant of good faith and fair dealing, indemnification, accounting, and violation of the New York Unlawful and Deceptive Trade Practices Act (GBL §349). A status conference was held on November 16, 2022 at which time the Court entered a scheduling order for the conducting of discovery. Discovery is ongoing. A settlement conference was held by the Court on March 14, 2023. Litigation is subject to many uncertainties, and the outcome of this action is not predicted with assurance. The Company is currently unable to predict the outcome or possible recovery, if any, associated with the resolution of this litigation, and, accordingly, the Company has made no provision related to this matter in the consolidated financial statements. Commitments In April 2020, the Company entered into an amendment to its employment agreement, dated January 1, 2017, with Paul Gavin (the "Amendment"), to extend the term of employment to December 31, 2021, provide for an annual base salary of $400,000, provide for a performance bonus structure for a bonus of up to 50% of base salary upon the Company’s achievement of $2,000,000 EBITDA and additional performance bonus payments for the achievement of EBITDA in excess of $2,000,000 based on a percentage of the incremental increase in EBITDA (ranging from 10% of the incremental increase in EBITDA if the Company achieves over $2,000,000 and up to $7,000,000 in EBITDA, 8% of the incremental increase in EBITDA if the Company achieves over $7,000,000 and up to $12,000,000 in EBITDA and 3% of the incremental increase in EBITDA over $12,000,000), provide for a profits-based additional bonus of up to $250,000 in certain limited circumstances, and provide for one (1) year severance, plus a pro-rated amount of any unpaid bonus earned by him during the year as verified by the Company’s principal financial officer, if Mr. Galvin is terminated without cause. At the Company’s option, up to fifty (50%) percent of the EBITDA performance bonuses may be paid in restricted stock units if then available for grant under the Company’s Stock Incentive Plan. All other terms of the employment agreement remain in full force and effect. On July 5, 2022, the Company entered into an amendment to its employment agreement, dated January 1, 2017, as amended, with Paul Galvin, to provide for the payment of an annual base salary of $500,000. All other terms of the employment agreement remain in full force and effect. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events | |
Subsequent Events | 21. Subsequent Events During January 2023, the Short-Term Note and Second Short-Term Note were extended with a current maturity date of February 1, 2024. On February 7, 2023, the Company closed a private placement offering (the “Offering”) of One Million One Hundred Thousand Dollars ($1,100,000) in principal amount of the Company’s 8% convertible debenture (the “Debenture”) and a warrant (the “Warrant”) to purchase up to Five Hundred Thousand (500,000) shares of the Company’s common stock, to Peak One Opportunity Fund, L.P. (“Peak One”). Pursuant to a Securities Purchase Agreement, dated February 7, 2023 (the “Purchase Agreement”), the Debenture was sold to Peak One for a purchase price of $1,000,000, representing an original issue discount of ten percent (10%). In connection with the offering the Company paid $15,000 as a non-accountable fee to Peak One to cover its accounting fees, legal fees and other transactional costs incurred in connection with the transactions contemplated by the Purchase Agreement and issued 50,000 shares of its restricted common stock (the “Commitment Shares”) to Peak One Investments, LLC (“Investments”), the general partner of Peak One. The Debenture matures twelve months On March 30, 2023, an affiliate of SG DevCorp. entered into an agreement to secure financing to pay off the Short-Term Note and Second Short-Term Note |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Summary of Significant Accounting Policies | |
Basis of presentation and principals of consolidation | Basis of presentation and principals of consolidation – The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and the applicable rules and regulations of the United States Securities and Exchange Commission (“SEC”) and include the accounts of the Company and its wholly owned subsidiaries, SG Building Blocks, Inc., SG Residential, Inc., SG DevCorp, SG Environmental and SG Echo, LLC. All intercompany balances and transactions are eliminated. Investments in or less owned partnerships and affiliates are accounted for using the equity method unless it is determined that we have effective control of the entity, in which case we would consolidate the entity. |
Recently adopted accounting pronouncements | Recently adopted accounting pronouncements - New accounting pronouncements implemented by the Company are discussed below or in the related notes, where appropriate. |
Accounting estimates | Accounting estimates stock-based compensation, accounts receivable reserves, inventory valuations, goodwill, the valuation allowance related to the Company’s deferred tax assets, the carrying amount of intangible assets, right of use assets and the recoverability and useful lives of long-lived assets. Certain of the Company’s estimates could be affected by external conditions, including those unique to the Company and general economic conditions. It is reasonably possible that these external factors could have an effect on the Company’s estimates and could cause actual results to differ from those estimates. |
Operating cycle | Operating cycle – The length of the Company’s contracts varies, but is typically between six twelve months twelve months . Assets and liabilities relating to contracts are included in current assets and current liabilities, respectively, in the accompanying balance sheets as they will be liquidated in the normal course of contract completion, which at times could exceed one year |
Revenue recognition | Revenue recognition The Company determines, at contract inception, whether it will transfer control of a promised good or service over time or at a point in time, regardless of the length of contract or other factors. The recognition of revenue aligns with the timing of when promised goods or services are transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. ( 1 Identify the contract with a customer ( 2 Identify the performance obligations in the contract ( 3 Determine the transaction price ( 4 Allocate the transaction price to performance obligations in the contract ( 5 Recognize revenue as performance obligations are satisfied On certain contracts, the Company applies recognition of revenue over time, which is similar to the method the Company applied under previous guidance (i.e. percentage of completion). Due to uncertainties inherent in the estimation process, it is possible that estimates of costs to complete a performance obligation will be revised in the near-term. For those performance obligations for which revenue is recognized using a cost-to-cost input method, changes in total estimated costs, and related progress toward complete satisfaction of the performance obligation, are recognized on a cumulative catch-up basis in the period in which the revisions to the estimates are made. When the current estimate of total costs for a performance obligation indicate a loss, a provision for the entire estimated loss on the unsatisfied performance obligation is made in the period in which the loss becomes evident. For product or equipment sales, the Company applies recognition of revenue when the customer obtains control over such goods, which is at a point in time. On October 3, 2019, the Company entered into an Exclusive License Agreement (“ELA” ) pursuant to which it granted an exclusive license for its technology as outlined in the ELA. The ELA is described below. Under the ELA, the Company was to receive royalty payments based upon gross revenues earned by the licensee for commercialized products within the field of design and project management platforms for residential use, including single-family residences and multi-family residences, but excluding military housing. The Company has determined that the ELA granted the licensee a right to access the Company’s intellectual property throughout the license period (or its remaining economic life, if shorter), and thus recognizes revenue over time as the licensee recognized revenue and the Company has the right to payment of royalties. On June 15, 2021, the Company terminated the ELA that was executed on October 3, 2019, and no revenue has been recognized under the ELA for the years ending December 31, 2022 and 2021. CMC Right of First Refusal Agreement – Agreement CMC ROFR Rights unless the Agreement is earlier terminated. the event that the Agreement was earlier terminated, CMC was entitled to receive the entire amount of such restricted stock that had vested as of such earlier termination date, but in no event less than 1,250 2,500 The Agreement also provided that CMC has engaged the Company to build and design, in the aggregate, approximately 100 residential and commercial units at 1100 Ridge Avenue, Atlanta, Georgia, which is known as the “Ridge Avenue, Atlanta Project.” The total expected gross revenue to the Company for the project to be derived by CMC is approximately $0. The project is a residential project but it was not subject to the recently terminated ELA. The planning stage of the project was initially delayed due to COVID-19. The Company is no longer participating on Ridge Avenue as CMC has decided to proceed with this project as a traditional construction build. The Company has reported this as a cancellation within the Company's backlog footnote, see Note 13 on this discussion. No revenue has been recognized under the Agreement during the years ending December 31, 2022 or 2021 The Company entered into a joint venture agreement with Clarity Lab Solutions, LLC (“Clarity Labs”) (the “JV”) in the fourth quarter of 2021 . Revenue from the activities of the JV is related to clinical testing services and is recognized when services have been rendered, which is at a point in time. Included in the consideration the Company expected to be entitled to receive, the Company estimates its contractual allowances, payer denials and price concessions. the years ended December 31, 2022 and 2021 , the Company recognized approximately $11.6 million and 31.4 million, respectively, Disaggregation of Revenues The Company’s revenues are primarily derived from two segments, construction related to Modules projects and medical revenue derived from lab testing and test kit sales. The Company's contracts are with customers in various industries. Revenue recognized at a point in time and recognized over time were $11,641,727 and $12,752,219, respectively, for the year ended December 31, 2022. Revenue recognized at a point in time and recognized over time were $ , respectively, for the year ended December 31, 2021. The following tables provide further disaggregation of the Company’s revenues by categories: Twelve Months Ended December 31, Revenue by Segments and Customer Type 2022 2021 Construction Segment: Government $ 905,554 4 % $ 2,335,031 6 % Hotel/Hospitality 2,731,439 11 % 1,110,303 3 % Multi-Family (includes Single Family) 86,033 — % 103,672 — % Medical (construction services) — — % 495,122 1 % Office 9,009,209 37 % 534,001 2 % Retail 5,344 — % 285,177 1 % Special Use 14,640 — % 1,930,384 5 % Total Construction Revenue Segment (includes engineering service revenue) $ 12,752,219 52 % $ 6,793,690 18 % Medical Revenue Segment (includes lab testing, kit sales and equipment) $ 11,641,727 48 % $ 31,548,012 82 % Total Revenue by Segments and Customer Type $ 24,393,946 100 % $ 38,341,702 100 % Contract Assets and Contract Liabilities Accounts receivable are recognized in the period when the Company’s right to consideration is unconditional. Accounts receivable are recognized net of an allowance for credit losses. A considerable amount of judgment is required in assessing the likelihood of realization of receivables. The timing of revenue recognition may differ from the timing of invoicing to customers. Contract assets include unbilled amounts from long-term construction services when revenue recognized under the cost-to-cost measure of progress exceeds the amounts invoiced to customers, as the amounts cannot be billed under the terms of our contracts. Such amounts are recoverable from customers based upon various measures of performance, including achievement of certain milestones, completion of specified units or completion of a contract. Contract assets are generally classified as current within the consolidated balance sheets. Contract liabilities from construction and engineering contracts occur when amounts invoiced to customers exceed revenues recognized under the cost-to-cost measure of progress. Contract liabilities additionally include advanced payments from customers on certain contracts. Contract liabilities decrease as the Company recognizes revenue from the satisfaction of the related performance obligation. Contract liabilities are generally classified as current within the consolidated balance sheet. Although the Company believes it has established adequate procedures for estimating costs to complete on open contracts, it is at least reasonably possible that additional significant costs could occur on contracts prior to completion. The Company periodically evaluates and revises its estimates and makes adjustments when they are considered necessary. Deferred Contract Costs - Prior to entering into the ELA, the Company was subject to an agreement to construct and develop a certain property (“Original Agreement”), which now was subject to the ELA. Because of this, the Company is no longer obliged to its Original Agreement. Upon entering the ELA, the Company had an outstanding accounts receivable balance of $306,143 which was forfeited and recognized this amount as deferred contract costs. This amount was offset by $102,217 which was reimbursement from the licensee for project costs on this project. The Company incurred total deferred contract costs of $203,926 . The Company considered this amount an incremental cost of obtaining that ELA, because the Company expected to recover those costs through future royalty payments. The Company initially planned to amortize the asset over sixty months, which is the initial term of the ELA because the asset relates to the services transferred to the customer during the contract term. As of , accumulated amortization related to deferred contract costs amounted to $132,552 . During the years ended and 2021, amortization expense relating to the deferred contract costs amounted to $ 40,785 and $40,785 and is included in general and administrative expenses on the accompanying consolidated statements of operations. As previously mentioned, the ELA was terminated on June 15, 2021 but the Company expects to recover the deferred contract costs from the Assignment of Limited Rights Under Membership Interest Redemption Agreement, dated June 15, 2021 as described below. Exclusive License Agreement – On October 3, 2019, as amended on October 17, 2019, the Company entered into the ELA with CPF GP 2019-1 LLC (the “Licensee”), pursuant to which the Company granted the Licensee an exclusive license (the “License”) solely within the United States and its legal territories to the Company’s technology, intellectual property, any improvements thereto, and any related permits, in order to develop and commercialize products within the field of design and project management platforms for residential use, including single-family residences and multi-family residences, but excluding military housing. The Ridge Avenue Project has also been excluded from the License. The ELA had an initial term of five (5) years and was to automatically renew for subsequent five (5) year periods. The ELA provided for customary terminating provisions, including the right by the Company to terminate if the Licensee failed to make minimum royalty payments (as described below). In consideration for the License, during the initial term, the Licensee agreed to pay the Company a royalty of (x) five percent (5%) on the first $20,000,000 of gross revenues derived from the Licensee’s commercialization of the License (net of customary discounts, sales taxes, delivery charges, and amounts for returns) (the “Gross Revenues”), (y) four and one-half percent (4.5%) on the next $30,000,000 of Gross Revenues, and (z) five percent (5%) on all Gross Revenues thereafter (collectively, the “Royalty”), subject to the following minimum royalty payments determined on a cumulative basis during the initial term: $500,000 in year 1, $750,000 in year 2, $1,500,000 in year 3, $2,000,000 in year 4, and $2,500,000 in year 5. In addition, to the extent the Licensee sublicensed any aspect of the License to a sub-licensee, the Licensee was obligated to pay to the Company percent (50 %) of all payments received by the Licensee from such sublicensee. The ELA provided for customary indemnification obligations between the parties and further provides that the Licensee will indemnify the Company for any claims arising out of the commercialization of the License by the Licensee or any of its subsidiaries, contractors, or sublicensees. On June 15, 2021, the Company terminated the ELA. In connection with the termination, the Company entered into a Settlement and Mutual Release Agreement (the “Settlement Agreement”) with CPF, the general partner (the “Licensee”) of CPF MF 2019 1 |
Business Combinations | Business Combinations - The Company accounts for business acquisitions using the acquisition method of accounting in accordance with ASC 805 |
Variable Interest Entities | V ariable Interest Entities – The Company accounts for certain legal entities as variable interest entities (“VIE"). When evaluating a VIE for consolidation, the Company must determine whether or not there is a variable interest in the entity. Variable interests are investments or other interests that absorb portions of an entity’s expected losses or receive portions of the entity’s expected returns. If it is determined that the Company does not have a variable interest in the VIE, no further analysis is required and the VIE is not consolidated. If the Company holds a variable interest in a VIE, the Company consolidates the VIE when there is a controlling financial interest in the VIE and therefore are deemed to be the primary beneficiary. The Company is determined to have a controlling financial interest in a VIE when it has both the power to direct the activities of the VIE that most significantly impact the VIE economic performance and the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to that VIE. This determination is evaluated periodically as facts and circumstances change. On August 27, 2020 the Company entered into a joint venture agreement with Clarity Lab Solutions, LLC (“Clarity Labs”) (the “JV”). In consideration and subject to Clarity Lab’s services and commitments and provided the agreement remains valid and in force, and is not terminated, the Company agreed to issue restricted shares of SGB common stock over a defined vesting period starting in December 1, 2020. The restricted shares of SGB common stock were not issued to Clarity Labs as certain capital commitments were not met. Clarity Labs is a licensed clinical laboratory that uses specialized molecular testing equipment and that focuses on the diagnosis and treatment of critical diseases, including COVID- 19 As of December 31, 2021 December 31, 2021. The Company has determined it is the primary beneficiary of Clarity Mobile Venture and has thus consolidated the activities in its consolidated financial statements. Due to the ongoing lower affects of COVID-19 restrictions, the JV was wound down during the fourth quarter of 2022, and the Company does not owe any amounts to Clarity Labs as of December 31, 2022. On January 18, 2021 the Company entered into an operating agreement to form CAT. The purpose of CAT is to market , sell, distribute, lease and otherwise commercially exploit certain products and services in the COVID- 19 The Company has determined it is the primary beneficiary of CAT and has thus consolidated the activities in its consolidated financial statements. |
Investment Entities | Investment Entities – On May 31, 2021, the Company's subsidiary SG DevCorp agreed to contribute $600,000 to acquire a 50% membership interest in Norman Berry II Owner LLC (“Norman Berry”) The Company will use the equity method to report the activities as an investment in its consolidated financial statements. On June 24, 2021, the Company's subsidiary, SG DevCorp, entered into an operating agreement with Jacoby Development for a % non-dilutable equity interest for JDI-Cumberland Inlet, LLC (“Cumberland”) Duri ng the year ended De impairment T he approximate comb Condensed balance sheet information: 2022 2021 Total assets $ 37,500,000 $ 37,700,000 Total liabilities $ 7,100,000 $ 7,020,000 Members’ equity $ 30,400,000 $ 30,680,000 |
Cash and cash equivalents | Cash and cash equivalents – The Company considers cash and cash equivalents to include all short-term, highly liquid investments that are readily convertible to known amounts of cash and have original maturities of three months or less upon acquisition. Cash and cash equivalents totaled $582,776 and $ as of and 2021, respectively. |
Short-term investment | Short-term investment – The Company classifies investments consisting of a certificate of deposit with a maturity greater than three months but less than one year as short-term investment. The Company had no short-term investment as of December 31, 2022 or 2021, respectively. |
Accounts receivable and allowance for credit losses | Accounts receivable and allowance for credit losses – Accounts receivable are receivables generated from sales to customers and progress billings on performance type contracts. Amounts included in accounts receivable are deemed to be collectible within the Company’s operating cycle. The Company recognizes accounts receivable at invoiced amounts. The allowance for credit losses reflects the Company's best estimate of expected losses inherent in the accounts receivable balances. Management provides an allowance for credit losses based on the Company’s historical losses, specific customer circumstances, and general economic conditions. Periodically, management reviews accounts receivable and adjusts the allowance based on current circumstances and charges off uncollectible receivables when all attempts to collect have been exhausted and the prospects for recovery are remote. Recoveries are recognized when they are received. Actual collection losses may differ from our estimates and could be material to our consolidated financial position, results of operations, and cash flows. |
Inventory | Inventory – Raw construction materials (primarily shipping containers and fabrication materials) are valued at the lower of cost (first-in, first-out method) or net realizable value. Finished goods and work-in-process inventories are valued at the lower of cost or net realizable value, using the specific identification method. Medical equipment and COVID-19 test and testing supplies are valued at the lower of cost, (first-in, first-out method) or net realizable value. As of December 31, 2022 there was inventory of $465,560 for construction materials. As of December 31, 2021 there was inventory of $516,731 for construction materials, and $757,094 of medical equipment and COVID-19 test and testing supplies. |
Goodwill | Goodwill – The Company performs its impairment test of goodwill at the reporting unit level each fiscal year, or more frequently if events or circumstances change that would more likely than not reduce the fair value of its reporting unit below its carrying values. The Company performs a goodwill impairment test by comparing the fair value of the reporting unit with its carrying value and recognizes an impairment charge for the amount by which the carrying value exceeds the fair value, not to exceed the total amount of goodwill . The amount by which the carrying value of the goodwill exceeds its implied fair value, if any, is recognized as an impairment loss. There were no impairments during the years ended December 31, 2022 or 2021. The Company has taken the recent COVID-19 pandemic into consideration when determining impairment. |
Intangible assets | Intangible assets – Intangible assets consist of $2,766,000 of proprietary knowledge and technology, which is being amortized over 20 years. In addition, included in intangible assets is $97,164 of trademarks, and $115,632 of website costs that are being amortized over 5 years. The Company evaluated intangible assets for impairment during the year ended December 31, 2022 and 2021 five For the year ending December 31,: 2023 $ 174,741 2024 174,035 2025 170,618 2026 153,283 2027 149,605 Thereafter 1,175,551 $ 1,997,833 |
Property, plant and equipment | Property, plant and equipment – Property, plant and equipment is stated at cost. Depreciation is computed using the straight-line method over the estimated lives of each asset. Estimated useful lives for significant classes of assets are as follows: computer and software 3 5 5 7 2 5 5 to 7 5 29 |
Held For Sale Assets | Held For Sale Assets |
Convertible instruments | Convertible instruments – The Company bifurcates conversion options from their host instruments and accounts for them as free standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded instrument would be considered a derivative instrument. |
Common stock purchase warrants and other derivative financial instruments | Common stock purchase warrants and other derivative financial instruments – The Company classifies as equity any contracts that (i) require physical settlement or net-share settlement or (ii) provides a choice of net-cash settlement or settlement in the Company’s own shares (physical settlement or net-share settlement) providing that such contracts are indexed to the Company’s own stock. The Company classifies as assets or liabilities any contracts that (i) require net-cash settlement (including a requirement to net cash settle the contract if any event occurs and if that event is outside the Company’s control) or (ii) gives the counterparty a choice of net-cash settlement or settlement shares (physical settlement or net-cash settlement). The Company assesses classification of common stock purchase warrants and other free standing derivatives at each reporting date to determine whether a change in classification between assets and liabilities or equity is required. |
Fair value measurements | Fair value measurements – Financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities are carried at cost, which the Company believes approximates fair value due to the short-term nature of these instruments. The Company measures the fair value of financial assets and liabilities based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. The Company uses three levels of inputs that may be used to measure fair value: Level 1 Quoted prices in active markets for identical assets or liabilities. Level 2 Quoted prices for similar assets and liabilities in active markets or inputs that are observable. Level 3 Inputs that are unobservable (for example, cash flow modeling inputs based on assumptions). Transfer into and transfers out of the hierarchy levels are recognized as if they had taken place at the end of the reporting period. There were no transfers into or out of the hierarchy levels during the year ended December 31, 2022 or 2021. |
Share-based payments | Share-based payments – The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees and directors, including non-employee directors, the fair value of a stock option award is measured on the grant date. The fair value amount is then recognized over the period services are required to be provided in exchange for the award, usually the vesting period. The Company recognizes stock-based compensation expense on a graded-vesting basis over the requisite service period for each separately vesting tranche of each award. Stock-based compensation expense to employees and all directors are reported within payroll and related expenses in the consolidated statements of operations. Stock-based compensation expense to non-employees is reported within marketing and business development expense in the consolidated statements of operations. |
Other income | Other income (expense) pany did not be |
Income taxes | Income taxes – The Company accounts for income taxes utilizing the asset and liability approach. Under this approach, deferred taxes represent the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid. The provision for income taxes generally represents income taxes paid or payable for the current year plus the change in deferred taxes during the year. Deferred taxes result from the differences between the financial and tax bases of the Company’s assets and liabilities and are adjusted for changes in tax rates and tax laws when changes are enacted. The calculation of tax liabilities involves dealing with uncertainties in the application of complex tax regulations. The Company recognizes liabilities for anticipated tax audit issues based on the Company’s estimate of whether, and the extent to which, additional taxes will be due. If payment of these amounts ultimately proves to be unnecessary, the reversal of the liabilities would result in tax benefits being recognized in the period when the liabilities are no longer determined to be necessary. If the estimate of tax liabilities proves to be less than the ultimate assessment, a further charge to expense would result. |
Concentrations of credit risk | Concentrations of credit risk – Financial instruments, that potentially subject the Company to concentration of credit risk, consist principally of cash and cash equivalents. The Company places its cash with high credit quality institutions. At times, such amounts may be in excess of the FDIC insurance limits. The Company has not experienced any losses in such account and believes that it is not exposed to any significant credit risk on the account. With respect to receivables, concentrations of credit risk are limited to a few customers in the construction industry. The Company performs ongoing credit evaluations of its customers’ financial condition and, generally, requires no collateral from its customers other than normal lien rights. At December 31, 2022 and , % and %, respectively, of the Company’s gross accounts receivable were due from and four customers Revenue in excess of % relating to and one 65 % and 80 % of the Company's total revenue for the year ended December 31, 2022 and 2021, respectively. For the year ending December 31, 2022 and 2021, there were no vendors that represented 10% or more of our cost of revenue. The Company believes it has access to alternative suppliers, with limited disruption to the business, should circumstances change with its existing suppliers. |
Liquidity (Tables)
Liquidity (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Liquidity [Line Items] | |
Summary of expects to satisfy remaining unsatisfied performance obligation | 2022 Within 1 year $ 6,810,762 Total Backlog $ 6,810,762 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Summary of Significant Accounting Policies | |
Summary of disaggregation of revenues by categories | Twelve Months Ended December 31, Revenue by Segments and Customer Type 2022 2021 Construction Segment: Government $ 905,554 4 % $ 2,335,031 6 % Hotel/Hospitality 2,731,439 11 % 1,110,303 3 % Multi-Family (includes Single Family) 86,033 — % 103,672 — % Medical (construction services) — — % 495,122 1 % Office 9,009,209 37 % 534,001 2 % Retail 5,344 — % 285,177 1 % Special Use 14,640 — % 1,930,384 5 % Total Construction Revenue Segment (includes engineering service revenue) $ 12,752,219 52 % $ 6,793,690 18 % Medical Revenue Segment (includes lab testing, kit sales and equipment) $ 11,641,727 48 % $ 31,548,012 82 % Total Revenue by Segments and Customer Type $ 24,393,946 100 % $ 38,341,702 100 % |
Summary of combined financial position of equity affiliates | Condensed balance sheet information: 2022 2021 Total assets $ 37,500,000 $ 37,700,000 Total liabilities $ 7,100,000 $ 7,020,000 Members’ equity $ 30,400,000 $ 30,680,000 |
Summary of estimated amortization expense of intangible assets | For the year ending December 31,: 2023 $ 174,741 2024 174,035 2025 170,618 2026 153,283 2027 149,605 Thereafter 1,175,551 $ 1,997,833 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounts Receivable | |
Summary of accounts receivable | 2022 2021 2020 Billed: Construction services $ 1,310,456 $ 2,293,187 $ 1,391,555 Engineering services — 86,388 86,264 Medical revenue — 679,446 1,157,819 Retainage receivable — 635,049 615,136 Other receivable 115,746 186,692 180,748 Total gross receivables 1,426,202 3,880,762 3,431,522 Less: allowance for credit losses (145,746 ) (963,116 ) (795,914 ) Total net receivables $ 1,280,456 $ 2,917,646 $ 2,635,608 |
Contract Assets and Contract _2
Contract Assets and Contract Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Contract Assets and Contract Liabilities | |
Summary of costs and estimated earnings on uncompleted contracts | 2022 2021 2020 Costs incurred on uncompleted contracts $ 13,730,177 $ 4,272,425 $ 4,572,581 Provision for loss on uncompleted contracts — 2,238,578 — Estimated earnings (losses) to date on uncompleted contracts (2,160,085 ) (3,156,377 ) 872,302 Gross contract assets 11,570,092 3,354,626 5,444,883 Less: billings to date (11,970,979 ) (4,750,289 ) (5,916,487 ) Net contract liabilities on uncompleted contracts $ (400,887 ) $ (1,395,663 ) $ (471,604 ) |
Summary of costs included in condensed consolidated balance sheets | 2022 2021 2020 Contract assets $ 36,384 $ 41,916 $ 1,303,136 Contract liabilities (437,271 ) (1,437,579 ) (1,774,740 ) Net contract liabilities $ (400,887 ) $ (1,395,663 ) $ (471,604 ) |
Property, plant and equipment (
Property, plant and equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, plant and equipment | |
Schedule of company's equipment | 2022 2021 Computer equipment and software $ 94,530 $ 156,701 Furniture and other equipment 271,798 275,606 Leasehold improvements 17,280 15,400 Equipment and machinery 943,464 1,219,056 Automobiles 4,638 4,638 Building held for lease 196,416 196,416 Laboratory and temporary units 1,364,748 1,362,760 Land 1,190,655 3,576,130 Construction in process 2,244,100 442,515 Property, plant and equipment 6,327,629 7,249,222 Less: accumulated depreciation (718,726 ) (409,279 ) Property, plant and equipment, net $ 5,608,903 $ 6,839,943 |
Accounts Payables and Accrued_2
Accounts Payables and Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounts Payables and Accrued Liabilities | |
Schedule of Accounts Payables and Accrued Liabilities | 2022 2021 Accounts payable (1) $ 3,147,014 $ 3,784,662 Accrued public fees (2) 178,491 121,749 Accrued construction cost of goods sold — 367,298 Accrued losses (3) — 2,238,578 Accrued medical cost of goods sold — 208,512 Accrued g&a 254,557 176,432 Accrued project development costs — 77,700 Accrued payroll and benefits (4) 349,777 545,003 Accrued interest 10,923 11,333 Accrued non-income taxes (5) 68,760 37,584 Total Accounts Payable and Accrued Liabilities $ 4,009,522 $ 7,568,851 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases | |
Schedule of balance sheet information | Balance Sheet Location December 31, 2022 Operating Leases Right-of-use assets, net $ 2,517,559 Current liabilities Lease liability, current maturities (418,619 ) Non-current liabilities Lease liability, net of current maturities (2,118,958 ) Total operating lease liabilities $ (2,537,577 ) Finance Leases Right-of-use assets $ 1,903,443 Current liabilities Lease liability, current maturities (806,775 ) Non-current liabilities Lease liability, net of current maturities (920,878 ) Total finance lease liabilities $ ( 1,727,653 ) Weighted Average Remaining Lease Term Operating leases 6.93 years Finance leases 2 years Weighted Average Discount Rate Operating leases 3% Finance leases 3% |
Schedule of approximate minimum annual rental commitments under non-cancelable leases | Year Ending December 31, Operating Financing Total 2023 $ 525,718 $ 851,792 $ 1,377,510 2024 523,722 801,869 1,325,591 2025 446,349 131,544 577,893 2026 207,379 — 207,379 2027 211,526 — 211,526 Thereafter 908,376 — 908,376 Total lease payments 2,823,070 1,785,205 4,608,275 Less: Imputed interest 285,493 57,552 343,045 Present value of lease liabilities $ 2,537,577 $ 1,727,653 $ 4,265,230 |
Construction Backlog (Tables)
Construction Backlog (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Schedule of backlog of signed construction and engineering contracts | 2022 2021 Balance - beginning of period $ 3,217,909 $ 25,117,461 New contracts and change orders during the period 13,803,733 3,191,335 Adjustments and cancellations, net 1,086,301 (18,297,197 ) Subtotal 18,107,943 10,011,599 Less: contract revenue earned during the period (11,297,181 ) (6,793,690 ) Balance - end of period $ 6,810,762 $ 3,217,909 |
Summary of expects to satisfy remaining unsatisfied performance obligation | 2022 Within 1 year $ 6,810,762 Total Backlog $ 6,810,762 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting | |
Schedule of Segment Reporting | Construction Medical Development Corporate/Support Consolidated Fiscal Year Ended December 31, 2022 Revenue $ 12,752,219 $ 11,641,727 $ — $ — $ 24,393,946 Operating income (loss) (472,039 ) 2,588,830 (2,137,866 ) (7,208,895 ) (7,229,970 ) Other income (expense) 373,300 — (306,393 ) 73,821 140,728 Income (loss) before income taxes (98,739 ) 2,588,830 (2,444,259 ) (7,135,074 ) (7,089,242 ) Less: Net income (loss) attributable to non-controlling interest — 1,229,806 — — 1,229,806 Net income (loss) attributable to common stockholders of Safe & Green Holdings Corp. $ (98,739 ) $ 1,359,024 $ (2,444,259 ) $ (7,135,074 ) $ (8,319,048 ) Total assets $ 11,287,672 $ 291,542 $ 9,268,918 $ 5,707,548 $ 26,555,680 Depreciation and amortization $ 574,961 $ 40,230 $ — $ — $ 615,191 Capital expenditures $ 1,858,054 $ — $ 893,785 $ 8,193 $ 2,760,032 Fiscal Year Ended December 31, 2021 Revenue $ 6,793,690 $ 31,548,012 $ — $ — $ 38,341,702 Operating income (loss) (7,041,313 ) 8,405,332 (203,078 ) (7,143,792 ) (5,982,851 ) Other income (expense) 5,163 (9,878 ) (55 ) 79,248 74,478 Income (loss) before income taxes (7,036,150 ) 8,395,454 (203,133 ) (7,064,544 ) (5,908,373 ) Net income (loss) attributable to non-controlling interest — 4,924,303 — — 4,924,303 Net income (loss) attributable to common stockholders of Safe & Green Holdings Corp. $ (7,036,150 ) $ 3,471,151 $ (203,133 ) $ (7,064,544 ) $ (10,832,676 ) Total assets $ 12,274,536 $ 5,884,098 $ 8,053,885 $ 8,711,499 $ 34,924,018 Depreciation and amortization $ 351,795 $ 240,266 $ — $ 13,345 $ 605,406 Capital expenditure $ 886,504 $ 362,122 $ 3,576,130 $ — $ 4,824,756 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Taxes | |
Summary of company's benefit for income taxes | 2022 2021 Deferred: Federal $ (1,600,538 ) $ (2,302,762 ) State and local (688,620 ) (477,375 ) Total deferred (2,289,158 ) (2,780,137 ) Total provision (benefit) for income taxes (2,289,158 ) (2,780,137 ) Less: valuation allowance 2,289,158 2,780,137 Income tax provision $ — $ — |
Summary of reconciliation of the federal statutory rate | 2022 2021 Benefit for income taxes at federal statutory rate 21.0 % 21.0 % State and local income taxes, net of federal benefit 3.9 3.9 Goodwill impairment — — Change in state rate — — Less valuation allowance (24.9 ) (24.9 ) Effective income tax rate 0.0 % 0.0 % |
Schedule of deferred tax assets (liabilities) | 2022 2021 Net operating loss carryforward $ 8,155,944 $ 6,480,539 Bad debt reserve 37,734 239,334 Employee stock compensation 2,031,628 1,231,564 Intangible assets (467,395 ) (488,958 ) Depreciation (165,336 ) (131,437 ) Accrued expenses 74,801 47,184 Charity 213 205 Net deferred tax asset 9,667,589 7,378,431 Valuation allowance (9,667,589 ) (7,378,431 ) Net deferred tax asset $ — $ — |
Share-based Compensation (Table
Share-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Table Text Block] | Year Ended December 31, 2022 2021 Payroll and related expenses $ 2,798,844 $ 1,647,391 General and administrative expenses — — Total $ 2,798,844 $ 1,647,391 Year Ended December 31, 2022 2021 Stock options $ — $ 2,666 RSUs 2,798,844 1,644,725 Total $ 2,798,844 $ 1,647,391 |
Summary of employee stock option activity | Shares Weighted Average Fair Value Per Share Weighted Average Exercise Price Per Share Weighted Average Remaining Terms (in years) Aggregate Intrinsic Value Outstanding – December 31, 2020 36,436 $ 35.54 $ 78.71 6.34 $ — Granted — — — Exercised — — — Cancelled — — — Outstanding – December 31, 2021 36,436 $ 24.80 $ 78.71 5.34 $ — Granted — — — Exercised — — — Cancelled — — — Outstanding – December 31, 2022 36,436 24.80 78.71 4.34 $ — Exercisable – December 31, 2021 36,436 24.80 78.71 5.34 — Exercisable – December 31, 2022 36,436 $ 24.80 $ 78.71 4.34 $ — |
Schedule of RSU activities | Number of Shares Non-vested balance at January 1, 2022 1,274,137 Granted 1,125,000 Vested (890,122 ) Forfeited/Expired (125,118 ) Non-vested balance at December 31, 2022 1,383,897 |
Description of Business (Detail
Description of Business (Details Textual) - shares | Dec. 31, 2022 | Dec. 31, 2021 |
Description of Business (Textual) | ||
Common stock, shares issued | 12,613,978 | 11,986,873 |
Common stock, shares outstanding | 12,590,863 | 11,986,873 |
Liquidity (Details)
Liquidity (Details) | Dec. 31, 2022 USD ($) |
Liquidity [Line Items] | |
Total Backlog | $ 6,810,762 |
Within 1 year [Member] | |
Liquidity [Line Items] | |
Total Backlog | $ 6,810,762 |
Liquidity (Details Textual)
Liquidity (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Liquidity | ||
Cash and cash equivalents | $ 582,776 | $ 13,024,381 |
Cash backlog | 6,810,672 | |
Working capital | $ (820,000) |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Total Construction Revenue Segment | $ 12,752,219 | $ 6,793,690 |
Total Construction Revenue Segment, percentage | 52% | 18% |
Total Medical Revenue Segment | $ 11,641,727 | $ 31,548,012 |
Total Medical Revenue Segment, percentage | 48% | 82% |
Total Revenue by Segments and Customer Type | $ 24,393,946 | $ 38,341,702 |
Total Revenue by Segments and Customer Type, percentage | 100% | 100% |
Government | ||
Disaggregation of Revenue [Line Items] | ||
Total Construction Revenue Segment | $ 905,554 | $ 2,335,031 |
Total Construction Revenue Segment, percentage | 4% | 6% |
Hotel/Hospitality [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total Construction Revenue Segment | $ 2,731,439 | $ 1,110,303 |
Total Construction Revenue Segment, percentage | 11% | 3% |
Multi-Family (includes Single Family) [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total Construction Revenue Segment | $ 86,033 | $ 103,672 |
Total Construction Revenue Segment, percentage | ||
Medical (construction services) [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total Construction Revenue Segment | $ 495,122 | |
Total Construction Revenue Segment, percentage | 1% | |
Office [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total Construction Revenue Segment | $ 9,009,209 | $ 534,001 |
Total Construction Revenue Segment, percentage | 37% | 2% |
Retail [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total Construction Revenue Segment | $ 5,344 | $ 285,177 |
Total Construction Revenue Segment, percentage | 1% | |
Special Use [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total Construction Revenue Segment | $ 14,640 | $ 1,930,384 |
Total Construction Revenue Segment, percentage | 5% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details 1) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Equity Method Investment, Summarized Financial Information [Abstract] | ||
Total assets | $ 26,555,680 | $ 34,924,018 |
Total liabilities | 12,116,118 | 13,208,229 |
Members’ equity | 14,822,169 | 20,352,054 |
Affiliated Entity [Member] | ||
Equity Method Investment, Summarized Financial Information [Abstract] | ||
Total assets | 37,500,000 | 37,700,000 |
Total liabilities | 7,100,000 | 7,020,000 |
Members’ equity | $ 30,400,000 | $ 30,680,000 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details 2) | Dec. 31, 2022 USD ($) |
Summary of Significant Accounting Policies | |
2023 | $ 174,741 |
2024 | 174,035 |
2025 | 170,618 |
2026 | 153,283 |
2027 | 149,605 |
Thereafter | 1,175,551 |
Total | $ 1,997,833 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details Textual) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||||||
Oct. 01, 2021 shares | Oct. 01, 2021 shares | May 31, 2021 USD ($) | Sep. 23, 2020 shares | Oct. 09, 2019 shares | Jun. 05, 2019 shares | Oct. 26, 2016 shares | Sep. 30, 2021 shares | Jun. 24, 2021 USD ($) | Aug. 27, 2020 shares | Dec. 31, 2021 USD ($) | Sep. 30, 2021 USD ($) | Jun. 30, 2021 USD ($) | Mar. 31, 2021 shares | Dec. 31, 2022 USD ($) Customer Segments | Dec. 31, 2021 USD ($) Customer | May 10, 2021 USD ($) | |
Summary of Significant Accounting Policies (Textual) | |||||||||||||||||
Warranty offered on completed contracts | 1 year | ||||||||||||||||
Interest rate | 50% | ||||||||||||||||
Restricted stock or options issued, shares | shares | 1,214,500 | 475,000 | 425,000 | 2,500 | 9,189 | 25,000 | 200,000 | ||||||||||
Common stock vest and be issued shares | shares | 1,250 | ||||||||||||||||
Common stock remaining vest and be issued shares | shares | 1,250 | ||||||||||||||||
Description of restricted shares refusal agreement | The event that the Agreement was earlier terminated, CMC was entitled to receive the entire amount of such restricted stock that had vested as of such earlier termination date, but in no event less than 1,250 shares of such restricted stock. The Agreement also provided for customary indemnification and confidentiality obligations between the parties. The 2,500 shares of restricted stock of the Company's common stock has yet to be issued to CMC. | ||||||||||||||||
Gross revenue expected | $ 0 | ||||||||||||||||
Revenue recognized | $ 600,000 | $ 11,600,000 | $ 31,400,000 | ||||||||||||||
Number of segments | Segments | 2 | ||||||||||||||||
Revenue recognized point in time | $ 11,641,727 | 31,548,012 | |||||||||||||||
Recognized over time | 12,752,219 | 6,793,690 | |||||||||||||||
Accounts receivable | 306,143 | ||||||||||||||||
Reimbursement from licensee for project costs | 102,217 | ||||||||||||||||
Deferred contract costs | 203,926 | ||||||||||||||||
Accumulated amortization related to deferred costs | 132,552 | ||||||||||||||||
Deferred contract costs, amortization expense | $ 40,785 | 40,785 | |||||||||||||||
License consideration, description | In consideration for the License, during the initial term, the Licensee agreed to pay the Company a royalty of (x) five percent (5%) on the first $20,000,000 of gross revenues derived from the Licensee’s commercialization of the License (net of customary discounts, sales taxes, delivery charges, and amounts for returns) (the “Gross Revenues”), (y) four and one-half percent (4.5%) on the next $30,000,000 of Gross Revenues, and (z) five percent (5%) on all Gross Revenues thereafter (collectively, the “Royalty”), subject to the following minimum royalty payments determined on a cumulative basis during the initial term: $500,000 in year 1, $750,000 in year 2, $1,500,000 in year 3, $2,000,000 in year 4, and $2,500,000 in year 5. | ||||||||||||||||
Redemption distributions | $ 1,250,000 | ||||||||||||||||
Repayments of debt | 502,958 | ||||||||||||||||
Other income | 60,000 | ||||||||||||||||
Revenue related to other activities | 350,329 | ||||||||||||||||
Cash and cash equivalents | $ 13,024,381 | 582,776 | 13,024,381 | ||||||||||||||
Short-term investment | 0 | 0 | |||||||||||||||
Inventory | 1,273,825 | $ 465,560 | 1,273,825 | ||||||||||||||
Intangible assets identified bankruptcy proceedings, description | Intangible assets consist of $2,766,000 of proprietary knowledge and technology, which is being amortized over 20 years. In addition, included in intangible assets is $97,164 of trademarks, and $115,632 of website costs that are being amortized over 5 years. | ||||||||||||||||
Accumulated amortization | 815,732 | $ 980,963 | 815,732 | ||||||||||||||
Amortization expense | 164,092 | 165,877 | |||||||||||||||
Net loss attributable to noncontrolling interests | 1,229,806 | 4,924,302 | |||||||||||||||
Held for sale assets | $ 4,396,826 | ||||||||||||||||
Project development costs | $ 820,696 | ||||||||||||||||
Project development costs, book value | $ 4,396,826 | ||||||||||||||||
Term of agreement | 2 years | ||||||||||||||||
Legal Settlement Income Included in Other Income | $ 150,000 | ||||||||||||||||
Accounts receivable from lawsuit settlement written off | 100,000 | ||||||||||||||||
Accounts payable, write off | 178,000 | ||||||||||||||||
Accounts payable balance settlement | $ 390,000 | ||||||||||||||||
Exclusive License Agreement [Member] | |||||||||||||||||
Summary of Significant Accounting Policies (Textual) | |||||||||||||||||
Revenue recognized | 0 | ||||||||||||||||
Term of agreement | 5 years | ||||||||||||||||
Automatically Renew Agreement Term | 5 years | ||||||||||||||||
Minimum [Member] | |||||||||||||||||
Summary of Significant Accounting Policies (Textual) | |||||||||||||||||
Operating Cycle | 6 months | ||||||||||||||||
Maximum [Member] | |||||||||||||||||
Summary of Significant Accounting Policies (Textual) | |||||||||||||||||
Operating Cycle | 12 months | ||||||||||||||||
Computer and software [Member] | Minimum [Member] | |||||||||||||||||
Summary of Significant Accounting Policies (Textual) | |||||||||||||||||
Estimated useful lives | 3 years | ||||||||||||||||
Computer and software [Member] | Maximum [Member] | |||||||||||||||||
Summary of Significant Accounting Policies (Textual) | |||||||||||||||||
Estimated useful lives | 5 years | ||||||||||||||||
Other Machinery and Equipment [Member] | Minimum [Member] | |||||||||||||||||
Summary of Significant Accounting Policies (Textual) | |||||||||||||||||
Estimated useful lives | 5 years | ||||||||||||||||
Other Machinery and Equipment [Member] | Maximum [Member] | |||||||||||||||||
Summary of Significant Accounting Policies (Textual) | |||||||||||||||||
Estimated useful lives | 7 years | ||||||||||||||||
Automobiles [Member] | Minimum [Member] | |||||||||||||||||
Summary of Significant Accounting Policies (Textual) | |||||||||||||||||
Estimated useful lives | 2 years | ||||||||||||||||
Automobiles [Member] | Maximum [Member] | |||||||||||||||||
Summary of Significant Accounting Policies (Textual) | |||||||||||||||||
Estimated useful lives | 5 years | ||||||||||||||||
Equipment [Member] | Minimum [Member] | |||||||||||||||||
Summary of Significant Accounting Policies (Textual) | |||||||||||||||||
Estimated useful lives | 5 years | ||||||||||||||||
Equipment [Member] | Maximum [Member] | |||||||||||||||||
Summary of Significant Accounting Policies (Textual) | |||||||||||||||||
Estimated useful lives | 29 years | ||||||||||||||||
Construction Materials [Member] | |||||||||||||||||
Summary of Significant Accounting Policies (Textual) | |||||||||||||||||
Inventory | 516,731 | $ 465,560 | 516,731 | ||||||||||||||
Medical Equipment [Member] | |||||||||||||||||
Summary of Significant Accounting Policies (Textual) | |||||||||||||||||
Inventory | 757,094 | $ 757,094 | |||||||||||||||
Building [Member] | Minimum [Member] | |||||||||||||||||
Summary of Significant Accounting Policies (Textual) | |||||||||||||||||
Estimated useful lives | 5 years | ||||||||||||||||
Building [Member] | Maximum [Member] | |||||||||||||||||
Summary of Significant Accounting Policies (Textual) | |||||||||||||||||
Estimated useful lives | 7 years | ||||||||||||||||
Norman Berry II Owner LLC [Member] | |||||||||||||||||
Summary of Significant Accounting Policies (Textual) | |||||||||||||||||
Revenue recognized | $ 135,238 | $ 600,000 | $ 114,433 | ||||||||||||||
Percentage of controlling interest | 50% | ||||||||||||||||
JDI-Cumberland Inlet, LLC [Member] | |||||||||||||||||
Summary of Significant Accounting Policies (Textual) | |||||||||||||||||
Revenue recognized | $ 3,000,000 | ||||||||||||||||
Percentage of controlling interest | 10% | ||||||||||||||||
SG Echo, LLC [Member] | |||||||||||||||||
Summary of Significant Accounting Policies (Textual) | |||||||||||||||||
Escrow Account Remitted to Other Income | $ 406,438 | ||||||||||||||||
SG Echo, LLC [Member] | Original Agreement [Member] | |||||||||||||||||
Summary of Significant Accounting Policies (Textual) | |||||||||||||||||
Percentage of controlling interest | 50% | ||||||||||||||||
Accounts receivable [Member] | Customer two [Member] | |||||||||||||||||
Summary of Significant Accounting Policies (Textual) | |||||||||||||||||
Held for sale assets | $ 3,576,130 | ||||||||||||||||
Accounts receivable [Member] | Customer Concentration Risk [Member] | Customer three [Member] | |||||||||||||||||
Summary of Significant Accounting Policies (Textual) | |||||||||||||||||
Concentration risk percentage | 80% | ||||||||||||||||
Number of customers | 3 | ||||||||||||||||
Accounts receivable [Member] | Customer Concentration Risk [Member] | Customer four [Member] | |||||||||||||||||
Summary of Significant Accounting Policies (Textual) | |||||||||||||||||
Concentration risk percentage | 78% | ||||||||||||||||
Number of customers | 4 | ||||||||||||||||
Revenue [Member] | |||||||||||||||||
Summary of Significant Accounting Policies (Textual) | |||||||||||||||||
Revenue recognized | $ 60,110 | ||||||||||||||||
Revenue [Member] | Customer Concentration Risk [Member] | Customer one [Member] | |||||||||||||||||
Summary of Significant Accounting Policies (Textual) | |||||||||||||||||
Concentration risk percentage | 80% | ||||||||||||||||
Revenue [Member] | Customer Concentration Risk [Member] | Customer three [Member] | |||||||||||||||||
Summary of Significant Accounting Policies (Textual) | |||||||||||||||||
Concentration risk percentage | 65% | ||||||||||||||||
Revenue [Member] | Customer Concentration Risk [Member] | Vendors [Member] | |||||||||||||||||
Summary of Significant Accounting Policies (Textual) | |||||||||||||||||
Concentration risk percentage | 10% | ||||||||||||||||
Revenue [Member] | Credit Concentration Risk [Member] | Customer one [Member] | |||||||||||||||||
Summary of Significant Accounting Policies (Textual) | |||||||||||||||||
Number of customers | Customer | 1 | ||||||||||||||||
Revenue [Member] | Credit Concentration Risk [Member] | Customer three [Member] | |||||||||||||||||
Summary of Significant Accounting Policies (Textual) | |||||||||||||||||
Number of customers | Customer | 3 | ||||||||||||||||
Revenue [Member] | License [Member] | Exclusive License Agreement [Member] | |||||||||||||||||
Summary of Significant Accounting Policies (Textual) | |||||||||||||||||
Concentration risk percentage | 50% | ||||||||||||||||
Cost of revenue [Member] | Vendors [Member] | Vendors [Member] | |||||||||||||||||
Summary of Significant Accounting Policies (Textual) | |||||||||||||||||
Concentration risk percentage | 10% | 10% |
Accounts Receivable (Details)
Accounts Receivable (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Summary of accounts receivable | |||
Total gross receivables | $ 1,426,202 | $ 3,880,762 | $ 3,431,522 |
Less: allowance for credit losses | (145,746) | (963,116) | (795,914) |
Total net receivables | 1,280,456 | 2,917,646 | 2,635,608 |
Construction services [Member] | |||
Summary of accounts receivable | |||
Total gross receivables | 1,310,456 | 2,293,187 | 1,391,555 |
Engineering services [Member] | |||
Summary of accounts receivable | |||
Total gross receivables | 86,388 | 86,264 | |
Medical revenue [Member] | |||
Summary of accounts receivable | |||
Total gross receivables | 679,446 | 1,157,819 | |
Retainage receivable [Member] | |||
Summary of accounts receivable | |||
Total gross receivables | 635,049 | 615,136 | |
Other receivable [Member] | |||
Summary of accounts receivable | |||
Total gross receivables | $ 115,746 | $ 186,692 | $ 180,748 |
Accounts Receivable (Details Te
Accounts Receivable (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accounts Receivable | ||
Provision for doubtful accounts | $ 0 | $ 167,202 |
Accounts receivable write offs | $ 40,580 |
Contract Assets and Contract _3
Contract Assets and Contract Liabilities (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Costs and estimated earnings on uncompleted contracts | |||
Costs incurred on uncompleted contracts | $ 13,730,177 | $ 4,272,425 | $ 4,572,581 |
Provision for loss on uncompleted contracts | 2,238,578 | ||
Estimated earnings (losses) to date on uncompleted contracts | (2,160,085) | (3,156,377) | 872,302 |
Gross contract assets | 11,570,092 | 3,354,626 | 5,444,883 |
Less: billings to date | (11,970,979) | (4,750,289) | (5,916,487) |
Net contract liabilities on uncompleted contracts | $ (400,887) | $ (1,395,663) | $ (471,604) |
Contract Assets and Contract _4
Contract Assets and Contract Liabilities (Details 1) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Costs and estimated earnings amounts on uncompleted contracts included in balance sheets | |||
Contract assets | $ 36,384 | $ 41,916 | $ 1,303,136 |
Contract liabilities | (437,271) | (1,437,579) | (1,774,740) |
Net contract liabilities | $ (400,887) | $ (1,395,663) | $ (471,604) |
Project Development Costs and_2
Project Development Costs and Other Non-Current Assets (Details Textual) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Project Development Costs and Other Non-Current Assets | ||
Project development costs | $ 289,984 | $ 719,610 |
Security deposits | $ 193,562 | $ 203,562 |
Property, plant and equipment_2
Property, plant and equipment (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of company's equipment | ||
Property, plant and equipment | $ 6,327,629 | $ 7,249,222 |
Less: accumulated depreciation | (718,726) | (409,279) |
Property, plant and equipment, net | 5,608,903 | 6,839,943 |
Computer equipment and software [Member] | ||
Schedule of company's equipment | ||
Property, plant and equipment | 94,530 | 156,701 |
Furniture and other equipment [Member] | ||
Schedule of company's equipment | ||
Property, plant and equipment | 271,798 | 275,606 |
Leasehold Improvements [Member] | ||
Schedule of company's equipment | ||
Property, plant and equipment | 17,280 | 15,400 |
Equipment and machinery [Member] | ||
Schedule of company's equipment | ||
Property, plant and equipment | 943,464 | 1,219,056 |
Automobiles [Member] | ||
Schedule of company's equipment | ||
Property, plant and equipment | 4,638 | 4,638 |
Building held for lease [Member] | ||
Schedule of company's equipment | ||
Property, plant and equipment | 196,416 | 196,416 |
Laboratory and temporary units [Member] | ||
Schedule of company's equipment | ||
Property, plant and equipment | 1,364,748 | 1,362,760 |
Land [Member] | ||
Schedule of company's equipment | ||
Property, plant and equipment | 1,190,655 | 3,576,130 |
Construction in process | ||
Schedule of company's equipment | ||
Property, plant and equipment | $ 2,244,100 | $ 442,515 |
Property, plant and equipment_3
Property, plant and equipment (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, plant and equipment (Textual) | ||
Depreciation expense | $ 410,314 | $ 398,744 |
Notes Receivable (Details Textu
Notes Receivable (Details Textual) - USD ($) | 1 Months Ended | 4 Months Ended | 12 Months Ended | ||||||
May 31, 2020 | Apr. 30, 2020 | Jan. 22, 2020 | Jan. 21, 2020 | Aug. 31, 2019 | Jun. 30, 2017 | Apr. 30, 2019 | Dec. 31, 2022 | Dec. 31, 2021 | |
Notes Recievable [Line Items] | |||||||||
Maturity date | May 05, 2025 | Aug. 29, 2024 | Jun. 21, 2023 | Oct. 29, 2024 | |||||
Interest income recognized | $ 37,397 | $ 37,500 | |||||||
Notes Receivable [Member] | |||||||||
Notes Recievable [Line Items] | |||||||||
Maturity date | Jul. 31, 2023 | Jul. 31, 2023 | |||||||
Interest rate | 5% | ||||||||
Company Note [Member] | |||||||||
Notes Recievable [Line Items] | |||||||||
Advances in note receivable | $ 250,000 | ||||||||
Interest rate | 5% | ||||||||
Loaned amount | $ 250,000 | ||||||||
Principal amount | 100,000 | ||||||||
Company Note [Member] | Notes Receivable [Member] | |||||||||
Notes Recievable [Line Items] | |||||||||
Advances in note receivable | $ 400,000 | ||||||||
Loaned amount | $ 400,000 | ||||||||
Galvin Note [Member] | Paul Galvin [Member] | |||||||||
Notes Recievable [Line Items] | |||||||||
Principal amount | $ 100,000 | ||||||||
Galvin Note [Member] | Notes Receivable [Member] | |||||||||
Notes Recievable [Line Items] | |||||||||
Advances in note receivable | $ 100,000 | ||||||||
Loaned amount | $ 100,000 |
Accounts Payables and Accrued_3
Accounts Payables and Accrued Liabilities (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | |
Accounts Payables and Accrued Liabilities | |||
Accounts payable | [1] | $ 3,147,014 | $ 3,784,662 |
Accrued public fees | [2] | 178,491 | 121,749 |
Accrued construction cost of goods sold | 367,298 | ||
Accrued losses | [3] | 2,238,578 | |
Accrued medical cost of goods sold | 208,512 | ||
Accrued g&a | 254,557 | 176,432 | |
Accrued project development costs | 77,700 | ||
Accrued payroll and benefits | [4] | 349,777 | 545,003 |
Accrued interest | 10,923 | 11,333 | |
Accrued non-income taxes | [5] | 68,760 | 37,584 |
Total Accounts Payable and Accrued Liabilities | $ 4,009,522 | $ 7,568,851 | |
[1]Payables also includes insurance financing payable and construction retainage payable balances along with the Company's normal account payable balances.[2]Public fees include accruals for accounting, legal, and SEC compliance expenses.[3]Losses for on-going construction projects related to the Construction segment.[4]Accrued wages, salaries, PTO, benefits, taxes, and other incentive plan expenses.[5]Non-income taxes includes property taxes, franchise taxes and other. |
Notes Payable (Details Textual)
Notes Payable (Details Textual) - USD ($) | 1 Months Ended | 4 Months Ended | 12 Months Ended | |||||||||||
Sep. 08, 2022 | Aug. 31, 2022 | Jul. 14, 2021 | Jul. 14, 2021 | Oct. 29, 2021 | May 31, 2020 | Aug. 31, 2019 | Jun. 30, 2017 | Apr. 30, 2019 | Dec. 31, 2022 | Dec. 31, 2021 | May 15, 2020 | Apr. 30, 2020 | Oct. 09, 2019 | |
Notes Payable [Line Items] | ||||||||||||||
Aggregate principal amount | $ 2,000,000 | |||||||||||||
Maturity date | May 05, 2025 | Aug. 29, 2024 | Jun. 21, 2023 | Oct. 29, 2024 | ||||||||||
Interest rate | 50% | |||||||||||||
Debt Instrument, Interest Rate During Period | 0.50% | |||||||||||||
Interest Costs Capitalized | $ 20,000 | |||||||||||||
Net loan proceed | $ 1,948,234 | |||||||||||||
Short term loan term | The Short-Term Note has a term of one (1) year, provides for payments of interest only at a rate of twelve percent (12%) per annum and may be prepaid without penalty commencing nine (9) months after its issuance date. | |||||||||||||
Short term debt interest charges | $ 112,348 | |||||||||||||
Principal amount of promissory note | $ 750,000 | |||||||||||||
Debt Issuance Costs, Net | $ 4,134 | $ 23,727 | $ 1,653,859 | $ 347,661 | ||||||||||
Proceeds from Subordinated Short-Term Debt | $ 500,000 | |||||||||||||
Value of renovation improvements | $ 750,000 | |||||||||||||
Investor [Member] | Securities Purchase Agreement [Member] | ||||||||||||||
Notes Payable [Line Items] | ||||||||||||||
Interest rate | 12% | 12% | ||||||||||||
SGB Development Corp. (“SG DevCorp”) [Member] | Promissory Note (“2022 Note”) [Member] | ||||||||||||||
Notes Payable [Line Items] | ||||||||||||||
Maturity date | Sep. 01, 2023 | |||||||||||||
Debt Instrument, Interest Rate During Period | 9.75% | |||||||||||||
Debt, face amount | $ 148,300 |
Business Combination (Detail Te
Business Combination (Detail Textual) - USD ($) | Dec. 31, 2022 | Sep. 17, 2020 |
Business Combination | ||
Cash | $ 1,059,600 | |
Business Combination, Contingent Consideration, Liability | $ 0 |
Leases (Details)
Leases (Details) | Dec. 31, 2022 USD ($) |
Operating Leases | |
Right-of-use assets, net | $ 2,517,559 |
Current liabilities | (418,619) |
Non-current liabilities | (2,118,958) |
Total operating lease liabilities | (2,537,577) |
Finance Leases | |
Right-of-use assets | 1,903,443 |
Current liabilities | (806,775) |
Non-current liabilities | (920,878) |
Total finance lease liabilities | $ (1,727,653) |
Weighted Average Remaining Lease Term | |
Operating leases | 6 years 11 months 4 days |
Finance leases | 2 years |
Weighted Average Discount Rate | |
Operating leases | 3% |
Finance leases | 3% |
Leases (Details 1)
Leases (Details 1) | Dec. 31, 2022 USD ($) |
Operating | |
2023 | $ 525,718 |
2024 | 523,722 |
2025 | 446,349 |
2026 | 207,379 |
2027 | 211,526 |
Thereafter | 908,376 |
Total lease payments | 2,823,070 |
Less: Imputed interest | 285,493 |
Present value of lease liabilities | 2,537,577 |
Financing | |
2023 | 851,792 |
2024 | 801,869 |
2025 | 131,544 |
2026 | |
2027 | |
Thereafter | |
Total lease payments | 1,785,205 |
Less: Imputed interest | 57,552 |
Present value of lease liabilities | $ 1,727,653 |
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Present value of lease liabilities |
Total | |
2023 | $ 1,377,510 |
2024 | 1,325,591 |
2025 | 577,893 |
2026 | 207,379 |
2027 | 211,526 |
Thereafter | 908,376 |
Total lease payments | 4,608,275 |
Less: Imputed interest | 343,045 |
Present value of lease liabilities | $ 4,265,230 |
Leases (Details Textual)
Leases (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Lessee, Lease, Description [Line Items] | ||
Lease term, description | ranging from one year to ten years.</span>" id="sjs-B4">The leases have remaining lease terms <span style="font-size: 10pt; line-height: inherit; font-family: 'Times New Roman', 'serif'; color: black;">ranging from one year to ten years.</span> | |
Sublease Term | 1 year | |
Total lease expense | $ 770,272 | $ 367,869 |
Construction Backlog (Details)
Construction Backlog (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Construction Backlog | ||
Balance - beginning of period | $ 3,217,909 | $ 25,117,461 |
New contracts and change orders during the period | 13,803,733 | 3,191,335 |
Adjustments and cancellations, net | 1,086,301 | (18,297,197) |
Subtotal | 18,107,943 | 10,011,599 |
Less: contract revenue earned during the period | (11,297,181) | (6,793,690) |
Balance - end of period | $ 6,810,762 | $ 3,217,909 |
Construction Backlog (Details 1
Construction Backlog (Details 1) | Dec. 31, 2022 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total Backlog | $ 6,810,762 |
Within 1 year [Member] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total Backlog | $ 6,810,762 |
Construction Backlog (Details T
Construction Backlog (Details Textual) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Mar. 31, 2021 USD ($) | Sep. 30, 2021 USD ($) | Dec. 31, 2022 USD ($) Item | Dec. 31, 2021 USD ($) | |
Construction Backlog (Textual) | |||||
Total Backlog | $ 6,810,762 | ||||
Construction backlog contract amount | $ 1,300,000 | $ 870,000 | $ 780,000 | ||
Number of large contracts | 1 | ||||
Number Of Large Contracts Cancelled Partially | 1 | 1 | |||
Contract backlog, description | two contracts entered into during the third quarter of 2020 in the amount of approximately $4 million and approximately $2.95 million | ||||
Cancellation of construction backlog contract amount | $ 1,300,000 | $ 16,900,000 | |||
ATCO Structures & Logistics (USA) Inc. [Member] | |||||
Construction Backlog (Textual) | |||||
Construction backlog contract amount | $ 5,771,200 | ||||
Exclusive License Agreement [Member] | |||||
Construction Backlog (Textual) | |||||
Number of large contracts | Item | 3 | ||||
Exclusive License Agreement [Member] | Contract One [Member] | |||||
Construction Backlog (Textual) | |||||
Construction backlog contract amount | $ 2,700,000 | ||||
Exclusive License Agreement [Member] | Contract Two [Member] | |||||
Construction Backlog (Textual) | |||||
Construction backlog contract amount | 800,000 | ||||
Exclusive License Agreement [Member] | Contract Three [Member] | |||||
Construction Backlog (Textual) | |||||
Construction backlog contract amount | $ 700,000 |
Segment Reporting (Details)
Segment Reporting (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract] | ||
Other income (expense) | $ 140,728 | $ 74,478 |
Total Assets | 26,555,680 | 34,924,018 |
Construction [Member] | ||
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract] | ||
Revenue | 12,752,219 | 6,793,690 |
Operating income (loss) | (472,039) | (7,041,313) |
Other income (expense) | 373,300 | 5,163 |
Income (loss) before income taxes | (98,739) | (7,036,150) |
Less: Net income (loss) attributable to non-controlling interest | ||
Net income (loss) attributable to common stockholders of Safe & Green Holdings Corp. | (98,739) | (7,036,150) |
Total Assets | 11,287,672 | 12,274,536 |
Depreciation and amortization | 574,961 | 351,795 |
Capital expenditures | 1,858,054 | 886,504 |
Medical revenue [Member] | ||
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract] | ||
Revenue | 11,641,727 | 31,548,012 |
Operating income (loss) | 2,588,830 | 8,405,332 |
Other income (expense) | (9,878) | |
Income (loss) before income taxes | 2,588,830 | 8,395,454 |
Less: Net income (loss) attributable to non-controlling interest | 1,229,806 | 4,924,303 |
Net income (loss) attributable to common stockholders of Safe & Green Holdings Corp. | 1,359,024 | 3,471,151 |
Total Assets | 291,542 | 5,884,098 |
Depreciation and amortization | 40,230 | 240,266 |
Capital expenditures | 362,122 | |
Development [Member] | ||
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract] | ||
Revenue | ||
Operating income (loss) | (2,137,866) | (203,078) |
Other income (expense) | (306,393) | (55) |
Income (loss) before income taxes | (2,444,259) | (203,133) |
Less: Net income (loss) attributable to non-controlling interest | ||
Net income (loss) attributable to common stockholders of Safe & Green Holdings Corp. | (2,444,259) | (203,133) |
Total Assets | 9,268,918 | 8,053,885 |
Depreciation and amortization | ||
Capital expenditures | 893,785 | 3,576,130 |
Corporate and support [Member] | ||
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract] | ||
Revenue | ||
Operating income (loss) | (7,208,895) | (7,143,792) |
Other income (expense) | 73,821 | 79,248 |
Income (loss) before income taxes | (7,135,074) | (7,064,544) |
Less: Net income (loss) attributable to non-controlling interest | ||
Net income (loss) attributable to common stockholders of Safe & Green Holdings Corp. | (7,135,074) | (7,064,544) |
Total Assets | 5,707,548 | 8,711,499 |
Depreciation and amortization | 13,345 | |
Capital expenditures | 8,193 | |
Conslidated [Member] | ||
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract] | ||
Revenue | 24,393,946 | 38,341,702 |
Operating income (loss) | (7,229,970) | (5,982,851) |
Other income (expense) | 140,728 | 74,478 |
Income (loss) before income taxes | (7,089,242) | (5,908,373) |
Less: Net income (loss) attributable to non-controlling interest | 1,229,806 | 4,924,303 |
Net income (loss) attributable to common stockholders of Safe & Green Holdings Corp. | (8,319,048) | (10,832,676) |
Total Assets | 26,555,680 | 34,924,018 |
Depreciation and amortization | 615,191 | 605,406 |
Capital expenditures | $ 2,760,032 | $ 4,824,756 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Deferred: | ||
Federal | $ (1,600,538) | $ (2,302,762) |
State and local | (688,620) | (477,375) |
Total deferred | (2,289,158) | (2,780,137) |
Total provision (benefit) for income taxes | (2,289,158) | (2,780,137) |
Less: valuation allowance | 2,289,158 | 2,780,137 |
Income tax provision |
Income Taxes (Details 1)
Income Taxes (Details 1) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Summary of reconciliation of the federal statutory rate | ||
Benefit for income taxes at federal statutory rate | 21% | 21% |
State and local income taxes, net of federal benefit | 3.90% | 3.90% |
Goodwill impairment | ||
Differences attributable to change in state business apportionment | ||
Less valuation allowance | (24.90%) | (24.90%) |
Effective income tax rate | 0% | 0% |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets (liabilities) | ||
Net operating loss carryforward | $ 8,155,944 | $ 6,480,539 |
Bad debt reserve | 37,734 | 239,334 |
Employee stock compensation | 2,031,628 | 1,231,564 |
Intangible assets | (467,395) | (488,958) |
Depreciation | (165,336) | (131,437) |
Accrued expenses | 74,801 | 47,184 |
Charity | 213 | 205 |
Net deferred tax asset | 9,667,589 | 7,378,431 |
Valuation allowance | (9,667,589) | (7,378,431) |
Net deferred tax asset |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Taxes (Textual) | ||
Reconciliation of federal statutory rate | 0% | 0% |
Effective state and local tax rate | 3.90% | 3.90% |
Valuation allowance | $ 2,289,158 | $ 2,780,137 |
Net operating loss carry forward | $ 18,000,000 | |
Net operating loss expiration date | Dec. 31, 2037 | |
Unrecognized tax benefits | $ 0 | |
Future taxable income temporarily removed percentage | 80% | |
Net operating losses carryforward indefinitely | $ 8,155,944 | $ 6,480,539 |
Percentage of net operating losses carryforward offset up | 80% | |
Percentage of net operating losses carryforward settlement | 50% | |
Federal and State tax [Member] | ||
Income Taxes (Textual) | ||
Net operating loss carry forward | $ 30,200,000 |
Net Income (Loss) Per Share (De
Net Income (Loss) Per Share (Details Textual) - Non-Employees and Non-Directors [Member] - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilute future net income per share | 2,025,020 | 2,025,520 |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilute future net income per share | 3,370,186 | 2,220,514 |
RSUs [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilute future net income per share | 36,436 | 36,436 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||||||||
May 15, 2020 | Oct. 26, 2016 | Oct. 31, 2021 | May 31, 2020 | Apr. 30, 2020 | Dec. 31, 2019 | Aug. 31, 2019 | Apr. 30, 2019 | Jul. 31, 2017 | Jun. 30, 2017 | Dec. 31, 2022 | Dec. 31, 2021 | Oct. 25, 2021 | Jun. 05, 2019 | Jun. 04, 2019 | |
Stockholders' Equity (Textual) | |||||||||||||||
Issued shares of common stock | 6,900,000 | 3,625,000 | 6,000,000 | 440,000 | 45,000 | ||||||||||
Common stock, per share | $ 17 | $ 100 | |||||||||||||
Issuance costs of offering | $ 176,771 | ||||||||||||||
Underwriting discounts and commissions and other offering expenses | $ 15,596,141 | $ 1,522,339 | |||||||||||||
Debt Issuance Costs, Net | $ 1,653,859 | $ 347,661 | $ 4,134 | $ 23,727 | |||||||||||
Warrants issued | $ 707,188 | ||||||||||||||
Warrants to purchase of common stock | 563 | ||||||||||||||
Common stock issued upon conversion | 8,321 | ||||||||||||||
Aggregate amount of conversion | $ 2,117,948 | ||||||||||||||
Common stock exercise price | $ 0.01 | ||||||||||||||
Shares of common stock | 900,000 | ||||||||||||||
Common Stock, Shares Authorized | 25,000,000 | 25,000,000 | 25,000,000 | 300,000,000 | |||||||||||
Options granted to purchase common stock | 900,000 | ||||||||||||||
Common stock to the underwriter | 300,000 | ||||||||||||||
Gross proceeds | $ 11,550,000 | ||||||||||||||
Offering expenses | $ 10,500,000 | ||||||||||||||
Description of Purchase Agreement | Pursuant to the terms of the Purchase Agreement, the Company issued to the investor (A) in a registered direct offering (i) 975,000 shares (the “Public Shares”) of its Common Stock, par value $0.01 per share (the “Common Stock”), and (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 2,189,384 shares (the “Pre-Funded Warrant Shares”) of Common Stock and (B) in a concurrent private placement, Series A warrants to purchase up to 1,898,630 shares (the “Common Stock Warrant Shares”) of Common Stock (the “Common Stock Warrants,” and together with the Public Shares and the Pre-Funded Warrants, the “Securities”) (the “Offering The Pre-Funded Warrants were immediately exercisable at a nominal exercise price of $0.001 and all Pre-Funded Warrants sold have been exercised. The Common Stock Warrants have an exercise price of $4.80 per share, are exercisable upon issuance and will expire five years from the date of issuance. A.G.P./Alliance Global Partners (the “Placement Agent”) acted as the exclusive placement agent for the transaction pursuant to that certain Placement Agency Agreement, dated as of October 25, 2021, by and between the Company and the Placement Agent (the “Placement Agency Agreement”), the Placement Agent received (i) a cash fee equal to seven percent (7.0%) of the gross proceeds from the placement of the Securities sold by the Placement Agent in the Offering and (ii) a non-accountable expense allowance of one half of one percent (0.5%) of the gross proceeds from the placement of the Gross Proceeds Securities sold by the Placement Agent in the Offering. The Company also reimbursed the Placement Agent’s expenses up to $50,000 upon closing the Offering. | ||||||||||||||
Purchase Agreement [Member] | |||||||||||||||
Stockholders' Equity (Textual) | |||||||||||||||
Issued shares of common stock | 42,388 | ||||||||||||||
Common stock, per share | $ 22 | ||||||||||||||
Issuance costs of offering | $ 379,816 | ||||||||||||||
Warrants to purchase of common stock | 4,239 | ||||||||||||||
IPO [Member] | |||||||||||||||
Stockholders' Equity (Textual) | |||||||||||||||
Issued shares of common stock | 857,500 | 2,250 | 11,250 | 75,000 | |||||||||||
Common stock, per share | $ 2.5 | $ 4.25 | $ 3 | $ 100 | |||||||||||
Issuance costs of offering | $ 454,552 | $ 1,388,615 | |||||||||||||
Warrants issued | $ 3,750 | ||||||||||||||
Issued warrants | 55,475 | ||||||||||||||
Common stock issued upon conversion | 90,084 | ||||||||||||||
Common Stock Issued Under Underwriting Agreement [Member] | |||||||||||||||
Stockholders' Equity (Textual) | |||||||||||||||
Issuance costs of offering | $ 181,695 | ||||||||||||||
New Preferred Stock [Member] | |||||||||||||||
Stockholders' Equity (Textual) | |||||||||||||||
Issued shares of common stock | 25,833 |
Warrants (Details Textuals)
Warrants (Details Textuals) - USD ($) | 1 Months Ended | 4 Months Ended | 12 Months Ended | ||||||
Oct. 31, 2021 | May 31, 2020 | Aug. 31, 2019 | Jun. 30, 2017 | Apr. 30, 2019 | Dec. 31, 2022 | Dec. 31, 2021 | Oct. 01, 2021 | May 15, 2020 | |
Warrants (Textual) | |||||||||
Aggregate purchase warrants | 1,898,630 | 300,000 | |||||||
Common stock exercise price | $ 4.8 | $ 3.14 | $ 1.28 | $ 3.38 | |||||
Maturity date | May 05, 2025 | Aug. 29, 2024 | Jun. 21, 2023 | Oct. 29, 2024 | |||||
Conversion of warrrant into common stock | 900,000 | ||||||||
Warrants and Rights Outstanding, Term | 5 years | ||||||||
October 29, 2019 and expire October 29, 2024 [Member] | |||||||||
Warrants (Textual) | |||||||||
Aggregate purchase warrants | 42,388 | ||||||||
Common stock exercise price | $ 27.5 | ||||||||
October 29, 2019 and expire April 24, 2024 [Member] | |||||||||
Warrants (Textual) | |||||||||
Aggregate purchase warrants | 4,239 | ||||||||
Common stock exercise price | $ 27.5 | ||||||||
February 1, 2020 and expire August 29, 2024 [Member] | |||||||||
Warrants (Textual) | |||||||||
Aggregate purchase warrants | 2,250 | ||||||||
Common stock exercise price | $ 21.25 | ||||||||
June 21, 2018 and expire June 21, 2023 [Member] | |||||||||
Warrants (Textual) | |||||||||
Aggregate purchase warrants | 4,313 | ||||||||
Common stock exercise price | $ 125 | ||||||||
Fair value of warrants | $ 63,796 | ||||||||
Warrants [Member] | |||||||||
Warrants (Textual) | |||||||||
Maturity date | Apr. 24, 2024 | ||||||||
Conversion of warrrant into common stock | 226,300 | ||||||||
Proceeds from the exercise of warrants | $ 707,000 |
Share-based Compensation (Detai
Share-based Compensation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Stock-Based Compensation Expense | ||
Total | $ 2,798,844 | $ 1,647,391 |
Stock options [Member] | ||
Stock-Based Compensation Expense | ||
Total | 2,666 | |
RSUs [Member] | ||
Stock-Based Compensation Expense | ||
Total | 2,798,844 | 1,644,725 |
Payroll and related expenses [Member] | ||
Stock-Based Compensation Expense | ||
Total | 2,798,844 | 1,647,391 |
General and administrative expenses [Member] [Member] | ||
Stock-Based Compensation Expense | ||
Total |
Share-based Compensation (Det_2
Share-based Compensation (Details 1) - Stock options [Member] - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Shares | |||
Shares Outstanding, Beginning balance | 36,436 | 36,436 | |
Shares, Granted | |||
Shares, Exercised | |||
Shares, Cancelled | |||
Shares Outstanding, Ending balance | 36,436 | 36,436 | 36,436 |
Shares, Exercisable | 36,436 | 36,436 | |
Weighted Average Fair Value Per Share | |||
Weighted Average Fair Value Per Share, Outstanding, Beginning balance | $ 24.8 | $ 35.54 | |
Weighted Average Fair Value Per Share, Granted | |||
Weighted Average Fair Value Per Share, Exercised | |||
Weighted Average Fair Value Per Share, Cancelled | |||
Weighted Average Fair Value Per Share, Outstanding, Ending balance | 24.8 | 24.8 | $ 35.54 |
Weighted Average Fair Value Per Share, Exercisable | 24.8 | 24.8 | |
Weighted Average Exercise Price Per Share | |||
Weighted Average Exercise Price Per Share, Outstanding, Beginning balance | 78.71 | 78.71 | |
Weighted Average Exercise Price Per Share, Granted | |||
Weighted Average Exercise Price Per Share, Exercised | |||
Weighted Average Exercise Price Per Share, Cancelled | |||
Weighted Average Exercise Price Per Share, Outstanding, Ending balance | 78.71 | 78.71 | $ 78.71 |
Weighted Average Exercise Price Per Share, Exercisable | $ 78.71 | $ 78.71 | |
Weighted Average Remaining Terms (in years) | |||
Weighted Average Remaining Terms (in years), Outstanding | 4 years 4 months 2 days | 5 years 4 months 2 days | 6 years 4 months 2 days |
Weighted Average Remaining Terms (in years), Exercisable | 4 years 4 months 2 days | 5 years 4 months 2 days | |
Aggregate Intrinsic Value | |||
Aggregate intrinsic Value, Outstanding, Beginning balance | |||
Aggregate intrinsic value, Outstanding ending balance | |||
Aggregate Intrinsic Value, Exercisable |
Share-based Compensation (Det_3
Share-based Compensation (Details 2) - RSUs [Member] | 12 Months Ended |
Dec. 31, 2022 shares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Number of Shares, Non-vested beginning | 1,274,137 |
Number of Shares, Granted | 1,125,000 |
Number of Shares, Vested | (890,122) |
Number of Shares, Forfeited/Expired | (125,118) |
Number of Shares, Non-vested ending | 1,383,897 |
Share-based Compensation (Det_4
Share-based Compensation (Details Textual) | 1 Months Ended | 12 Months Ended | |||||||||||||||||||
Nov. 18, 2022 Director $ / shares shares | Dec. 07, 2021 Director $ / shares shares | Oct. 01, 2021 Employee Consultants $ / shares shares | Oct. 01, 2021 USD ($) Director Employee Consultants $ / shares shares | Dec. 09, 2020 $ / shares shares | Nov. 11, 2020 $ / shares shares | Sep. 23, 2020 Employee Consultants $ / shares shares | May 15, 2020 shares | Apr. 14, 2020 | Oct. 09, 2019 shares | Jun. 05, 2019 $ / shares shares | Mar. 22, 2019 Employee Consultants $ / shares shares | Jan. 15, 2019 | Oct. 26, 2016 shares | Aug. 27, 2020 shares | May 31, 2020 $ / shares shares | Apr. 30, 2020 shares | Aug. 31, 2019 shares | Dec. 31, 2022 USD ($) Employee $ / shares shares | Dec. 31, 2021 USD ($) | Oct. 31, 2021 $ / shares | |
Stock Options and Grants (Textual) | |||||||||||||||||||||
Stock-based compensation | $ | $ 2,798,844 | $ 1,647,391 | |||||||||||||||||||
Restricted stock or options issued, shares | 1,214,500 | 475,000 | 425,000 | 2,500 | 9,189 | 25,000 | 200,000 | ||||||||||||||
Stock Issued During Period, Shares, New Issues | 6,900,000 | 3,625,000 | 6,000,000 | 440,000 | 45,000 | ||||||||||||||||
Common stock available for issuance, shares | 376,060 | ||||||||||||||||||||
Recognized stock-based compensation expense | $ | $ 0 | ||||||||||||||||||||
Unrecognized compensation costs | $ | $ 1,686,599 | ||||||||||||||||||||
Average share price | $ / shares | $ 3.38 | $ 3.38 | $ 3.14 | $ 1.28 | $ 4.8 | ||||||||||||||||
Options vested, description | the Company's common stock on September 23, 2020. Restricted stock units granted to Mr. Armstrong, Mr. Sheeran, and an aggregate of seven employees and one consultant of 50,000, 75,000 and an aggregate of 300,000, respectively, and 1/3 will vest on September 23, 2020, 1/3 on the one year anniversary of the grant date and 1/3 on the two year anniversary of the grant date. The fair value of these units upon issuance amounted to $769,250. | the Company’s common stock for the ten trading days immediately preceding and including the grant date. Restricted stock units granted to directors on June 5, 2019 vest on the earlier of (A) the first anniversary of the date of the grant or (B) the date of the annual meeting of the Company’s stockholders that occurs in the year immediately following the date of the grant; and are payable six months after the termination of the director from the Board or death or disability. | |||||||||||||||||||
Number of Consultants | Consultants | 1 | 1 | |||||||||||||||||||
Number of employees | Employee | 6 | ||||||||||||||||||||
Fair value of award (in dollars per share) | $ / shares | $ 1.81 | $ 16.4 | |||||||||||||||||||
Recognized stock-based compensation expense accrued | $ | 2,666 | ||||||||||||||||||||
Description of restricted stock units granted | a total of 526 of restricted stock units were granted to two of the Company’s non-employee directors, under the Incentive Plan, at the calculated fair value of $58.80 and $55.20 per share, respectively, which represents the average closing price of the Company’s common stock for the ten trading days immediately preceding and including the grant date. | Restricted stock units granted to Mr. Galvin, Mr. Armstrong, Mr. Shetty, and an aggregate of six employees and one consultant of 6,139, 772, 5,729 and an aggregate of 3,063, respectively, vest in installments over either a one-year, two-year, three-year and four-year period and will fully vest by the end of December 31, 2022. The fair value of these units upon issuance amounted to $847,957. | |||||||||||||||||||
Restricted Stock [Member] | |||||||||||||||||||||
Stock Options and Grants (Textual) | |||||||||||||||||||||
Stock-based compensation | $ | $ 2,798,844 | $ 1,644,725 | |||||||||||||||||||
Restricted stock or options issued, shares | 15,703 | ||||||||||||||||||||
Vesting Period | 2 years | ||||||||||||||||||||
Number of Consultants | Consultants | 3 | 2 | |||||||||||||||||||
Number of employees | Employee | 13 | 13 | 7 | ||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | |||||||||||||||||||||
Stock Options and Grants (Textual) | |||||||||||||||||||||
Award granted (in shares) | 1,125,000 | ||||||||||||||||||||
Fair value of restricted units | $ | $ 1,843,000 | ||||||||||||||||||||
Paul Galvin [Member] | |||||||||||||||||||||
Stock Options and Grants (Textual) | |||||||||||||||||||||
Restricted stock or options issued, shares | 350,000 | 372,000 | |||||||||||||||||||
Options vested, description | the Company's common stock on December 9, 2020. Restricted stock units granted to Mr. Galvin will vest 1/2 on December 9, 2020 and 1/2 on the first year anniversary of the grant date. The fair value of these units upon issuance amounted to $1,220,160. | ||||||||||||||||||||
Fair value of award (in dollars per share) | $ / shares | $ 3.28 | $ 54 | |||||||||||||||||||
Stevan Armstrong [Member] | |||||||||||||||||||||
Stock Options and Grants (Textual) | |||||||||||||||||||||
Restricted stock or options issued, shares | 40,000 | ||||||||||||||||||||
Gerald Sheeran [Member] | |||||||||||||||||||||
Stock Options and Grants (Textual) | |||||||||||||||||||||
Restricted stock or options issued, shares | 100,000 | ||||||||||||||||||||
Employees [Member] | |||||||||||||||||||||
Stock Options and Grants (Textual) | |||||||||||||||||||||
Description of restricted stock units granted | a total of 35,331 of restricted stock units were granted to Mr. Galvin, Mr. Armstrong, Mr. Sheeran, five employees and two consultants of the Company, under the Company's stock-based compensation plan, at the fair value of $4.76 per share, which represents the closing price of the Company's common stock on April 14, 2020. Restricted stock units granted to Mr. Galvin, Mr. Armstrong, Mr. Sheeran, and an aggregate of five employees and one consultant of 11,331, 1,000, 3,000 and an aggregate of 8,000, respectively, will vest in full on the first anniversary of the vesting commencement date and one consultant received 12,000 restricted stock units that vested immediately on April 15, 2020. The fair value of these units upon issuance amounted to $168,176. | ||||||||||||||||||||
Non-employee advisory director [Member] | |||||||||||||||||||||
Stock Options and Grants (Textual) | |||||||||||||||||||||
Restricted stock or options issued, shares | 62,500 | ||||||||||||||||||||
Average share price | $ / shares | $ 2.36 | ||||||||||||||||||||
Non-employee advisory director [Member] | Restricted Stock [Member] | |||||||||||||||||||||
Stock Options and Grants (Textual) | |||||||||||||||||||||
Vesting Period | 1 year | 1 year | |||||||||||||||||||
Number of Directors | Director | 5 | 5 | |||||||||||||||||||
Non-employee director [Member] | |||||||||||||||||||||
Stock Options and Grants (Textual) | |||||||||||||||||||||
Restricted stock or options issued, shares | 59,170 | 46,826 | |||||||||||||||||||
Average share price | $ / shares | $ 3.38 | $ 3.38 | |||||||||||||||||||
Options vested, description | The restricted stock units granted on November 11, 2020 will vest 1/2 on November 11, 2020 and 1/2 on the one year anniversary of the grant date, subject to each individual’s continued service as a director of the Company through such date, and are payable six months after the termination of the director from the Company’s Board of Directors or death or disability. The fair value of these units upon issuance amounted to $111,920. | ||||||||||||||||||||
Fair value of award (in dollars per share) | $ / shares | $ 2.39 | ||||||||||||||||||||
Description of restricted stock units granted | a total of 12,000 of restricted stock units were granted to three of the Company’s non-employee directors, under the Incentive Plan, at the calculated fair value of $4.76 per share, which represents the closing price of the Company’s common stock on April 14, 2020. The restricted stock units granted on April 14, 2020 will fully vest on April 14, 2021, subject to each individual’s continued service as a director of the Company through such date, and are payable six months after the termination of the director from the Company’s Board of Directors or death or disability. The fair value of these units upon issuance amounted to $57,120. | ||||||||||||||||||||
Non-employee director [Member] | Restricted Stock Units (RSUs) [Member] | |||||||||||||||||||||
Stock Options and Grants (Textual) | |||||||||||||||||||||
Vesting Period | 2 years | ||||||||||||||||||||
Number of employees | Employee | 7 | ||||||||||||||||||||
Rogers [Member] | |||||||||||||||||||||
Stock Options and Grants (Textual) | |||||||||||||||||||||
Restricted stock or options issued, shares | 37,500 | ||||||||||||||||||||
Rogers [Member] | Restricted Stock [Member] | |||||||||||||||||||||
Stock Options and Grants (Textual) | |||||||||||||||||||||
Granted options to purchase | 200,000 | ||||||||||||||||||||
Vesting Period | 2 years | ||||||||||||||||||||
Fair value of restricted units | $ | $ 4,105,010 | ||||||||||||||||||||
Consultant [Member] | |||||||||||||||||||||
Stock Options and Grants (Textual) | |||||||||||||||||||||
Restricted stock or options issued, shares | 12,000 | ||||||||||||||||||||
Consultant [Member] | Restricted Stock [Member] | |||||||||||||||||||||
Stock Options and Grants (Textual) | |||||||||||||||||||||
Number of Consultants | 1 | ||||||||||||||||||||
Paul Galvin and Seven Employees [Member] | Restricted Stock Units (RSUs) [Member] | |||||||||||||||||||||
Stock Options and Grants (Textual) | |||||||||||||||||||||
Granted options to purchase | 1,045,000 | ||||||||||||||||||||
Share-Based Payment Arrangement, Option, Exercise Price Range, Lower Range Limit | $ / shares | $ 1.3 | ||||||||||||||||||||
Share-Based Payment Arrangement, Option, Exercise Price Range, Upper Range Limit | $ / shares | $ 2.24 | ||||||||||||||||||||
Four Non-Employee Directors [Member] | Restricted Stock Units (RSUs) [Member] | |||||||||||||||||||||
Stock Options and Grants (Textual) | |||||||||||||||||||||
Granted options to purchase | 80,000 | ||||||||||||||||||||
Exercise price | $ / shares | $ 1.3 | ||||||||||||||||||||
Vesting Period | 2 years | ||||||||||||||||||||
Number of employees | Director | 4 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 1 Months Ended | ||||||||
May 14, 2021 | Apr. 14, 2021 | Apr. 13, 2020 | Feb. 11, 2020 USD ($) | Sep. 12, 2018 USD ($) | Apr. 30, 2020 | Jan. 31, 2019 USD ($) | Jul. 05, 2022 USD ($) | Jun. 21, 2019 USD ($) | |
Other Commitments [Line Items] | |||||||||
Damages sought value | $ 2,861,401.66 | $ 761,401.66 | $ 2,100,000 | ||||||
Employment Agreement Paul Gavin [Member] | |||||||||
Other Commitments [Line Items] | |||||||||
Description of commitments | provide for an annual base salary of $400,000, provide for a performance bonus structure for a bonus of up to 50% of base salary upon the Company’s achievement of $2,000,000 EBITDA and additional performance bonus payments for the achievement of EBITDA in excess of $2,000,000 based on a percentage of the incremental increase in EBITDA (ranging from 10% of the incremental increase in EBITDA if the Company achieves over $2,000,000 and up to $7,000,000 in EBITDA, 8% of the incremental increase in EBITDA if the Company achieves over $7,000,000 and up to $12,000,000 in EBITDA and 3% of the incremental increase in EBITDA over $12,000,000), provide for a profits-based additional bonus of up to $250,000 in certain limited circumstances, and provide for one (1) year severance, plus a pro-rated amount of any unpaid bonus earned by him during the year as verified by the Company’s principal financial officer, if Mr. Galvin is terminated without cause. At the Company’s option, up to fifty (50%) percent of the EBITDA performance bonuses may be paid in restricted stock units if then available for grant under the Company’s Stock Incentive Plan. All other terms of the employment agreement remain in full force and effect. | ||||||||
Accrued Salaries | $ 500,000 | ||||||||
EDI International, PC. [Member] | |||||||||
Other Commitments [Line Items] | |||||||||
Unpaid wages | $ 30,428.71 | ||||||||
Osang Healthcare Company, Ltd. [Member] | |||||||||
Other Commitments [Line Items] | |||||||||
Description of commitments | The Company has asserted that Osang materially breached a certain Managed Supply Agreement (“MSA”) entered into between the parties on October 12, 2020, pursuant to which the Company received on consignment<span> </span></span><span style="color: #000000; line-height: inherit;"><span style="border-left: none; border-right: none;">two</span><span> </span>million (<span style="border-left: none; border-right: none;">2,000,000</span>) units of Osang’s “Genefinder Plus RealAmp Covid-<span style="border-left: none; border-right: none;">19</span><span> </span>PCR Test” (the “Covid-<span style="border-left: none; border-right: none;">19</span><span> </span>Test”) for domestic and international distribution. The Company has also asserted that Osang breached the covenant of good faith and fair dealing, fraudulently induced it to enter into the MSA, and violated §<span style="border-left: none; border-right: none;">349</span><span> </span>of the New York General Business Law’s prohibition of deceptive business practices.</span>" id="sjs-C14"><span style="color: #000000; font-family: 'times new roman', times; font-size: 13.3333px; font-style: normal; font-variant-ligatures: normal; font-variant-caps: normal; font-weight: 400; letter-spacing: normal; orphans: 2; text-align: justify; text-indent: 0px; text-transform: none; white-space: normal; widows: 2; word-spacing: 0px; -webkit-text-stroke-width: 0px; text-decoration-thickness: initial; text-decoration-style: initial; text-decoration-color: initial; float: none; display: inline !important;">The Company has asserted that Osang materially breached a certain Managed Supply Agreement (“MSA”) entered into between the parties on October 12, 2020, pursuant to which the Company received on consignment<span> </span></span><span style="color: #000000; line-height: inherit;"><span style="border-left: none; border-right: none;">two</span><span> </span>million (<span style="border-left: none; border-right: none;">2,000,000</span>) units of Osang’s “Genefinder Plus RealAmp Covid-<span style="border-left: none; border-right: none;">19</span><span> </span>PCR Test” (the “Covid-<span style="border-left: none; border-right: none;">19</span><span> </span>Test”) for domestic and international distribution. The Company has also asserted that Osang breached the covenant of good faith and fair dealing, fraudulently induced it to enter into the MSA, and violated §<span style="border-left: none; border-right: none;">349</span><span> </span>of the New York General Business Law’s prohibition of deceptive business practices.</span> | ||||||||
Osang Healthcare Company, Ltd. [Member] | EDI International, PC. [Member] | |||||||||
Other Commitments [Line Items] | |||||||||
Description of commitments | 67,125.83 | ||||||||
Hola defendants [Member] | |||||||||
Other Commitments [Line Items] | |||||||||
Loss Contingency, New Claims Filed, Number | 7 |
Subsequent Events (Details Text
Subsequent Events (Details Textuals) - USD ($) | 1 Months Ended | ||||||||||
Feb. 07, 2023 | Oct. 01, 2021 | Oct. 01, 2021 | Sep. 23, 2020 | Oct. 09, 2019 | Jun. 05, 2019 | Mar. 22, 2019 | Oct. 26, 2016 | Aug. 27, 2020 | Mar. 30, 2023 | May 15, 2020 | |
Subsequent Event [Line Items] | |||||||||||
Number of warrant issues | 900,000 | ||||||||||
Number of restricted common stock issued | 1,214,500 | 475,000 | 425,000 | 2,500 | 9,189 | 25,000 | 200,000 | ||||
Restricted Stock [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Number of restricted common stock issued | 15,703 | ||||||||||
Subsequent Event [Member] | Peak One Investments, LLC (“Investments”) [Member] | Restricted Stock [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Number of restricted common stock issued | 50,000 | ||||||||||
Subsequent Event [Member] | Warrants [Member] | Peak One Opportunity Fund, L.P. (“Peak One”) | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Number of warrant issues | 500,000 | ||||||||||
Subsequent Event [Member] | Convertible Debentures [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Debt instrument, interest rate | 8% | ||||||||||
Debt instrument, term | 12 months | ||||||||||
Debt instrument, conversion price | $ 1.5 | ||||||||||
Debt instrument, floor price | $ 0.4 | ||||||||||
Subsequent Event [Member] | Convertible Debentures [Member] | Peak One Opportunity Fund, L.P. (“Peak One”) | Restricted Stock [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Debt instrument, purchase price | $ 1,000,000 | ||||||||||
Subsequent Event [Member] | Convertible Debentures [Member] | Peak One Opportunity Fund, L.P. (“Peak One”) | Securities Purchase Agreement (the “Purchase Agreement”) [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Original issue discount rate | 10% | ||||||||||
Subsequent Event [Member] | Secured Notes Payable [Member] | SGB Development Corp. (“SG DevCorp”) [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Debt instrument, principal amount | $ 5,000,000 | ||||||||||
Subsequent Event [Member] | Private Placement Offering (the “Offering”) [Member] | Peak One Opportunity Fund, L.P. (“Peak One”) | Securities Purchase Agreement (the “Purchase Agreement”) [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Payment of non-accountable fee | $ 15,000 | ||||||||||
Subsequent Event [Member] | Private Placement Offering (the “Offering”) [Member] | Convertible Debentures [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Debt instrument, principal amount | $ 1,100,000 | ||||||||||
Debt instrument, interest rate | 8% |