UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2023
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________
Commission file number: 001-38037
SAFE & GREEN HOLDINGS CORP.
(Exact name of registrant as specified in its charter)
Delaware |
| 95-4463937 |
(State or other jurisdiction of |
| (I.R.S. Employer |
incorporation or organization) |
| Identification No.) |
|
|
|
990 Biscayne Blvd., #501, Office 12, Miami, Florida |
| 33132 |
(Address of principal executive offices) |
| (Zip Code) |
(646) 240-4235
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Common Stock, par value $0.01 per share | SGBX | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ | Accelerated filer ☐ |
Non-accelerated filer ☒ | Smaller reporting company ☒ |
Emerging growth company ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
As of May 11, 2023 the issuer had a total of 14,302,587 shares of the registrant’s common stock, $0.01 par value, outstanding.
SAFE & GREEN HOLDINGS CORP. AND SUBSIDIARIES
FORM 10-Q
TABLE OF CONTENTS
1 |
SAFE & GREEN HOLDINGS CORP. AND SUBSIDIARIES
|
| March 31, 2023 |
|
| December 31, |
| ||
|
| (Unaudited) |
|
|
| |||
Assets |
|
|
|
|
|
| ||
Current assets: |
|
|
|
|
|
| ||
Cash and cash equivalents |
| $ | 1,452,501 |
|
| $ | 582,776 |
|
Accounts receivable, net |
|
| 1,012,172 |
|
|
| 1,280,456 |
|
Contract assets |
|
| 900,717 |
|
|
| 36,384 |
|
Held for sale assets | 4,400,361 | 4,396,826 | ||||||
Inventories | 12,989 | 465,560 | ||||||
Prepaid expenses and other current assets |
|
| 1,266,523 |
|
|
| 744,211 |
|
Total current assets |
|
| 9,045,263 |
|
|
| 7,506,213 |
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment, net |
|
| 6,044,259 |
|
|
| 5,608,903 |
|
Project development costs and other non-current assets | 565,809 | 483,546 | ||||||
Goodwill |
|
| 1,309,330 |
|
|
| 1,309,330 |
|
Right-of-use asset | 4,190,316 | 4,421,002 | ||||||
Long-term note receivable | 866,781 | 857,534 | ||||||
Intangible assets, net |
|
| 2,032,894 |
|
|
| 1,997,833 |
|
Deferred contract costs, net | 61,178 | 71,374 | ||||||
Investment in non-marketable securities | 700,000 | 700,000 | ||||||
Investment in and advances to equity affiliates | 3,624,945 | 3,599,945 | ||||||
Total Assets |
| $ | 28,440,775 |
|
| $ | 26,555,680 |
|
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders’ Equity |
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
Accounts payable and accrued expenses |
| $ | 5,701,514 |
|
| $ | 4,009,522 |
|
Contract liabilities |
|
| 344,129 |
|
|
| 437,271 |
|
Lease liability, current maturities | 1,112,102 | 1,225,394 | ||||||
Assumed liability | 5,795 | 5,795 | ||||||
Short term note payable, net | 5,396,276 | 2,648,300 | ||||||
Total current liabilities |
|
| 12,559,816 |
|
|
| 8,326,282 |
|
Long-term note payable | 750,000 | 750,000 | ||||||
Lease liability, net of current maturities | 2,809,321 | 3,039,836 | ||||||
Total liabilities | 16,119,137 | 12,116,118 | ||||||
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; 14,302,587 issued and 14,225,788 outstanding as of March 31, 2023 and 12,613,978 issued and 12,590,863 outstanding as of December 31, 2022 |
|
| 143,026 |
|
|
| 126,140 |
|
Additional paid-in capital |
|
| 57,605,024 |
|
|
| 56,173,977 |
|
Treasury stock, at cost - 23,115 shares | (49,680 | ) | (49,680 | ) | ||||
Accumulated deficit |
|
| (44,947,708 | ) |
|
| (41,428,268 | ) |
Total Safe & Green Holdings Corp. stockholders’ equity | 12,750,662 | 14,822,169 | ||||||
Non-controlling interest |
|
| (429,024 | ) |
|
| (382,607 | ) |
Total stockholders’ equity | 12,321,638 | 14,439,562 | ||||||
Total Liabilities and Stockholders’ Equity |
| $ | 28,440,775 |
|
| $ | 26,555,680 |
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
2 |
SAFE & GREEN HOLDINGS CORP. AND SUBSIDIARIES
| For the Three Months Ended March 31, | For the Three Months Ended March 31, | ||||
| 2023 | 2022 | ||||
| (Unaudited) | (Unaudited) | ||||
Revenue: | ||||||
Construction services | $ | 5,503,935 | $ | 1,668,384 | ||
Engineering services | — | 50,386 | ||||
Medical revenue | — | 6,885,828 | ||||
Total | 5,503,935 | 8,604,598 | ||||
| ||||||
Cost of revenue: | ||||||
Construction services | 5,573,407 | 1,677,560 | ||||
Engineering services | — | 43,153 | ||||
Medical revenue | — | 4,397,450 | ||||
Total | 5,573,407 | 6,118,163 | ||||
| ||||||
Gross profit (loss) | (69,472 | ) | 2,486,435 | |||
| ||||||
Operating expenses: | ||||||
Payroll and related expenses | 1,314,390 | 1,144,187 | ||||
General and administrative expenses | 1,788,956 | 780,021 | ||||
Marketing and business development expense | 87,251 | 143,335 | ||||
Total | 3,190,597 | 2,067,543 | ||||
| ||||||
Operating income (loss) | (3,260,069 | ) | 418,892 | |||
| ||||||
Other income (expense): | ||||||
Interest expense | (287,372 | ) | (48,849 | ) | ||
Interest income | 9,362 | 12,783 | ||||
Other income (expense) | 18,639 | 118,902 | ||||
Total | (259,371 | ) | 82,836 | |||
| ||||||
Loss before income taxes | (3,519,440 | ) | 501,728 | |||
Income tax expense | — | — | ||||
| ||||||
Net loss | (3,519,440 | ) | 501,728 | |||
| ||||||
Add: net income (loss) attributable to noncontrolling interests | — | 1,218,905 | ||||
Net loss attributable to common stockholders of Safe & Green Holdings Corp. | $ | (3,519,440 | ) | $ | (717,177 | ) |
Net loss per share attributable to Safe & Green Holdings Corp. | ||||||
Basic and diluted | $ | (0.25 | ) | $ | (0.06 | ) |
| ||||||
Weighted average shares outstanding: | ||||||
Basic and diluted | 14,003,933 | 11,998,334 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
3 |
SAFE & GREEN HOLDINGS CORP. AND SUBSIDIARIES
|
| $0.01 Par Value |
| Additional |
| Treasury | Accumulated |
| Safe & Green Holdings Corp. Stockholders' | Noncontrolling | Total Stockholders’ |
| ||||||||||||||||||||
|
| Shares |
| Amount |
| Capital |
| Stock | Deficit |
| Equity | Interests | Equity |
| ||||||||||||||||||
Balance at December 31, 2021 |
| 11,986,873 |
| $ | 119,869 |
| $ | 53,341,405 |
| $ | — | $ | (33,109,220 | ) | $ | 20,352,054 | $ | 1,363,735 | $ | 21,715,789 |
| |||||||||||
Stock-based compensation |
| 20,000 |
| 200 |
|
| 688,886 |
| — |
| — |
| 689,086 | — | 689,086 |
| ||||||||||||||||
Noncontrolling interest distribution | — | — | — | — | — | — | (1,274,000 | ) | (1,274,000 | ) | ||||||||||||||||||||||
Net Loss |
| — |
| — |
|
| — |
| — |
| (717,177 | ) | (717,177 | ) | 1,218,905 | 501,728 | ||||||||||||||||
Balance at March 31, 2022 | 12,006,873 | $ | 120,069 | $ | 54,030,291 | $ | — | $ | (33,826,397 | ) | $ | 20,323,963 | $ | 1,308,640 | $ | 21,632,603 | ||||||||||||||||
Balance at December 31, 2022 |
| 12,613,978 |
| $ | 126,140 |
| $ | 56,173,977 |
| $ | (49,680 | ) | $ | (41,428,268 | ) | $ | 14,822,169 | $ | (382,607 | ) | $ | 14,439,562 |
| |||||||||
Stock-based compensation | — | — | 656,369 | — | — | 656,369 | — | 656,369 | ||||||||||||||||||||||||
Issuance of restricted common stock | 287,512 | 2,875 | 434,450 | — | — | 437,325 | — | 437,325 | ||||||||||||||||||||||||
Issuance of restricted stock units | 1,351,097 | 13,511 | (13,511 | ) | — | — | — | — | — | |||||||||||||||||||||||
Issuance of warrants and restricted common stock | 50,000 | 500 | 353,739 | — | — | 354,239 | — | 354,239 | ||||||||||||||||||||||||
Noncontrolling interest distribution | — | — | — | — | — | — | (46,417 | ) | (46,417 | ) | ||||||||||||||||||||||
Net loss |
| — |
| — |
|
| — |
| — |
| (3,519,440 | ) | (3,519,440 | ) | — | (3,519,440 | ) | |||||||||||||||
Balance at March 31, 2023 |
| 14,302,587 |
| $ | 143,026 |
| $ | 57,605,024 |
| $ | (49,680 | ) | $ | (44,947,708 | ) | $ | 12,750,662 | $ | (429,024 | ) | $ | 12,321,638 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
4 |
SAFE & GREEN HOLDINGS CORP. AND SUBSIDIARIES
|
| For the Three Months Ended |
| For the Three Months Ended |
| |||
|
| (Unaudited) |
| (Unaudited) |
| |||
Cash flows from operating activities: |
|
|
|
|
| |||
Net income (loss) |
| $ | (3,519,440 | ) | $ | 501,728 | ||
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
| |
Depreciation expense |
|
| 92,193 |
|
| 104,825 |
| |
Amortization of intangible assets |
|
| 46,119 |
|
| 41,823 |
| |
Amortization of deferred license costs | 10,196 | 10,196 | ||||||
Amortization of debt issuance costs and debt discount | 169,040 | 8,628 | ||||||
Amortization of right of use asset | 230,690 | 109,308 | ||||||
Common stock issued for services | 437,325 | — | ||||||
Bad debt expense |
|
| — |
| 7,024 | |||
Interest income on long-term note receivable |
|
| (9,247 | ) |
| (9,247 | ) | |
Stock-based compensation |
|
| 656,369 |
|
| 649,090 |
| |
Loss on asset disposal | — | 241 | ||||||
Changes in operating assets and liabilities: |
|
|
|
|
|
|
| |
Accounts receivable |
|
| 268,284 |
| 486,117 | |||
Contract assets |
|
| (864,333 | ) |
| (91,479 | ) | |
Inventories | 452,571 | 219,483 | ||||||
Prepaid expenses and other current assets |
|
| (522,314 | ) |
| (128,592 | ) | |
Intangible assets | (81,180 | ) | — | |||||
Accounts payable and accrued expenses |
|
| 1,691,992 |
| (2,052,971 | ) | ||
Contract liabilities | (93,142 | ) |
| 3,768,133 | ||||
Due to affiliates | — | (264,451 | ) | |||||
Lease liability | (343,808 | ) | (102,829 | ) | ||||
Net cash used in operating activities |
|
| (1,378,685 | ) |
| 3,257,027 | ||
|
|
|
|
|
|
|
| |
Cash flows from investing activities: |
|
|
|
|
|
|
| |
Purchase of property, plant and equipment | (531,083 | ) | (922,865 | ) | ||||
Proceeds from sale of equipment | — | 760 | ||||||
Repayment of promissory note | — | (100,000 | ) | |||||
Project Development Costs | (82,265 | ) | (338,885 | ) | ||||
Investment in and advances to equity affiliates | (25,000 | ) | — | |||||
Investment in non-marketable securities | — | (500,000 | ) | |||||
Net cash used in investing activities |
|
| (638,348 | ) |
| (1,860,990 | ) | |
|
|
|
|
|
|
|
| |
Cash flows from financing activities: |
|
|
|
|
|
|
| |
Repayment of short term notes payable | (2,500,000 | ) | — | |||||
Proceeds from short-term notes payable and warrants | 5,433,175 | — | ||||||
Distribution paid to non-controlling interest | (46,417 | ) | (1,274,000 | ) | ||||
Net cash provided by (used in) financing activities |
|
| 2,886,758 |
| (1,274,000 | ) | ||
Net increase in cash and cash equivalents | 869,725 | 122,037 | ||||||
Cash and cash equivalents - beginning of period | 582,776 | 13,024,381 | ||||||
Cash and cash equivalents - end of period | $ | 1,452,501 | $ | 13,146,418 | ||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
5 |
SAFE & GREEN HOLDINGS CORP. AND SUBSIDIARIES
For the Three Months Ended March 31, 2023 and 2022 (Unaudited)
1. | Description of Business |
Safe & Green Holdings Corp. (collectively with its subsidiaries, the “Company,” “we”, “us” or “our”) was previously known as SG Blocks, Inc. as well as CDSI Holdings, Inc., a Delaware corporation incorporated on December 29, 1993. On November 4, 2011, CDSI Merger Sub, Inc., the Company’s wholly-owned subsidiary, was merged with and into SG Building Blocks, Inc. (“SG Building,” formerly SG Blocks Inc.) (the “Merger”), with SG Building surviving the Merger and becoming a wholly-owned subsidiary of the Company. The Merger was a reverse merger that was accounted for as a recapitalization of SG Building, as SG Building was the accounting acquirer. Accordingly, the historical financial statements presented are the financial statements of SG Building.
The Company operates in the following four segments: (i) construction; (ii) medical; (ii) real estate development; and (iv) environmental. The construction 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.
SAFE & GREEN HOLDINGS CORP. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
For the Three Months Ended March 31, 2023 and 2022 (Unaudited)
1. | Description of Business (continued) |
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.
2. | Liquidity |
As of March 31, 2023, the Company had cash and cash equivalents of $1,452,501 and a backlog of $1,306,849. See Note 11 for a discussion of construction backlog. Based on our conversations with key customers, the Company anticipates its backlog to convert to revenue over the following period:
2023 | |||||
Within 1 year | $ | 1,306,849 | |||
Total Backlog | $ | 1,306,849 |
The Company has incurred losses since its inception, has negative working capital of approximately $3,515,000 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 assurance the Company will be successful in meeting its capital requirements prior to becoming cash flow positive. The Company does not have any additional sources secured for future funding, and if it is unable to raise the necessary capital at the times it requires such funding, it may need to materially change its business plan, including delaying implementation of aspects of such business plan or curtailing or abandoning such business plan altogether.
7 |
SAFE & GREEN HOLDINGS CORP. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
For the Three Months Ended March 31, 2023 and 2022 (Unaudited)
3. | Summary of Significant Accounting Policies |
Basis of presentation and principals of consolidation – The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and with the instructions to the Quarterly Report on Form 10-Q and Article 8 Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for annual financial statements. The condensed financial statements and notes should be read in conjunction with the consolidated financial statements and notes for the year ended December 31, 2022 included in the Company's Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the Securities and Exchange Commission on March 31, 2023. In the opinion of management, all adjustments, consisting of normal accruals, considered necessary for a fair presentation of the interim financial statements have been included. Results for the three months ended March 31, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023.
Recently adopted accounting pronouncements - New accounting pronouncements implemented by the Company are discussed below or in the related notes, where appropriate.
Accounting estimates – The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates, judgements and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period, together with amounts disclosed in the related notes to the financial statements. The Company's estimates used in these financial statements include, but are not limited to, revenue recognition, 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 to twelve months. In some instances, the length of the contract may exceed 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. To achieve this core principle, the Company applies the following five steps in accordance with its revenue policy:
(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.
8 |
SAFE & GREEN HOLDINGS CORP. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
For the Three Months Ended March 31, 2023 and 2022 (Unaudited)
3. | Summary of Significant Accounting Policies (continued) |
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.
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. In addition, the Company formed Chicago Airport Testing, LLC which collected rental revenue from subleasing to a consortium of government entities assisting in COVID-19 testing. For the three months ended March 31, 2023 and 2022, the Company recognized $0 and $6,885,828, respectively related to activities through these two joint ventures, which is included in medical revenue on the accompanying consolidated statements of operations. Due to the ongoing lower affects of COVID-19 restrictions, the JV began to wind down during the fourth quarter of 2022.
Disaggregation of Revenues
The Company’s revenues for the three, months ended March 31, 2022 wase principally derived from construction and engineering contracts related to Modules, and medical revenue derived from lab testing and test kit sales. The Company’s revenues for the three, months ended March 31, 2023 was principally derived from construction and engineering contracts related to Modules The Company's contracts are with customers in various industries. Revenue recognized at a point in time and recognized over time were $0 and $5,503,935, respectively, for the three months ending March 31, 2023. Revenue recognized at a point in time and recognized over time were $6,885,828 and $1,718,770, respectively, for the three months ending March 31, 2022.
The following tables provide further disaggregation of the Company’s revenues by categories:
Three Months Ended March 31, | |||||||||||||||
Revenue by Customer Type | 2023 | 2022 | |||||||||||||
Construction and Engineering Services: | |||||||||||||||
Government | $ | — | — | % | $ | 39 | — | % | |||||||
Hotel | 33,676 | 1 | % | 897,244 | 10 | % | |||||||||
Multi-Family (includes Single Family) | — | — | % | 77,626 | 1 | % | |||||||||
Office | 5,470,259 | 99 | % | 728,875 | 8 | % | |||||||||
Retail | — | — | % | 5,344 | 1 | % | |||||||||
Special Use | — | — | % | 9,642 | — | % | |||||||||
Subtotal | 5,503,935 | 100 | % | 1,718,770 | 20 | % | |||||||||
Medical Revenue: | |||||||||||||||
Medical (lab testing, kit sales and equipment) | — | — | % | 6,885,828 | 80 | % | |||||||||
Total revenue by customer type | $ | 5,503,935 | 100 | % | $ | 8,604,598 | 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 condensed consolidated balance sheets.
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SAFE & GREEN HOLDINGS CORP. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
For the Three Months Ended March 31, 2023 and 2022 (Unaudited)
3. | Summary of Significant Accounting Policies (continued) |
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 condensed 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 Exclusive License Agreement (“ELA”) in 2019, 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 March 31, 2023, accumulated amortization related to deferred contract costs amounted to $142,747. During the three months ended March 31, 2023 and 2022, amortization expense relating to the deferred contract costs amounted to $10,196 and $10,196, respectively, and is included in general and administrative expenses on the accompanying consolidated statements of operations. 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.