Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | May 12, 2021 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | SG BLOCKS, INC. | |
Entity Central Index Key | 0001023994 | |
Trading Symbol | SGBX | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2021 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, State or Province | NY | |
Entity Address, Address Line One | 17 State Street, | |
Entity Address, Address Line Two | 19th Floor, | |
Entity Address, City or Town | New York | |
Entity Address, Postal Zip Code | 10004 | |
City Area Code | (646) | |
Local Phone Number | 240-4235 | |
Title of 12(b) Security | Common Stock, par value $0.01 per share | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes | |
Entity Current Reporting Status | Yes | |
Entity File Number | 001-38037 | |
Entity Tax Identification Number | 95-4463937 | |
Entity Shell Company | false | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 8,822,489 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 10,540,290 | $ 13,010,356 |
Accounts receivable, net | 3,216,907 | 2,635,608 |
Contract assets | 1,902,577 | 1,303,136 |
Inventories | 934,079 | 778,144 |
Prepaid expenses and other current assets | 1,250,315 | 570,775 |
Total current assets | 17,844,168 | 18,298,019 |
Property, plant and equipment, net | 3,453,914 | 2,683,014 |
Goodwill | 1,309,330 | 1,309,330 |
Right-of-use asset | 1,585,538 | 1,537,545 |
Long-term note receivable | 691,884 | 682,637 |
Intangible assets, net | 2,220,702 | 2,218,609 |
Deferred contract costs, net | 142,748 | 152,944 |
Total Assets | 27,248,284 | 26,882,098 |
Current liabilities: | ||
Accounts payable and accrued expenses | 6,024,738 | 3,961,961 |
Contract liabilities | 1,133,328 | 1,774,740 |
Lease liability, current maturities | 432,143 | 326,654 |
Due to affiliates | 102,410 | 965,561 |
Assumed liability | 114,967 | 200,765 |
Other current liabilities | 5,000 | 5,000 |
Total current liabilities | 7,812,586 | 7,234,681 |
Lease liability, net of current maturities | 1,152,601 | 1,209,594 |
Total liabilities | 8,965,187 | 8,444,275 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred stock, $1.00 par value, 5,405,010 shares authorized; none issued or outstanding | ||
Common stock, $0.01 par value, 25,000,000 shares authorized; 8,821,289 issued and outstanding as of March 31, 2021 and 8,596,189 issued and outstanding as of December 31, 2020 | 88,213 | 85,962 |
Additional paid-in capital | 41,431,213 | 40,443,840 |
Accumulated deficit | (24,310,423) | (22,276,546) |
Total SG Blocks, Inc. stockholders’ equity | 17,209,003 | 18,253,256 |
Non-controlling interests | 1,074,094 | 184,567 |
Total stockholders' equity | 18,283,097 | 18,437,823 |
Total Liabilities and Stockholders’ Equity | $ 27,248,284 | $ 26,882,098 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 1 | $ 1 |
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 | 8,821,289 | 8,596,189 |
Common stock, shares outstanding | 8,821,289 | 8,596,189 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Revenue: | ||
Revenue | $ 9,187,627 | $ 198,756 |
Cost of revenue: | ||
Cost of revenue | 7,979,446 | 152,775 |
Gross profit | 1,208,181 | 45,981 |
Operating expenses: | ||
Payroll and related expenses | 827,522 | 271,808 |
General and administrative expenses | 1,461,356 | 491,314 |
Marketing and business development expense | 70,627 | 32,338 |
Pre-project expenses | 10,133 | |
Total | 2,369,638 | 795,460 |
Operating loss | (1,161,457) | (749,479) |
Other income (expense): | ||
Interest expense | (363) | (2,811) |
Interest income | 17,470 | 4,863 |
Total | 17,107 | 2,052 |
Loss before income taxes | (1,144,350) | (747,427) |
Income tax expense | ||
Net loss | (1,144,350) | (747,427) |
Add: net profit attributable to noncontrolling interests | 889,527 | |
Net loss attributable to common stockholders of SG Blocks, Inc. | $ (2,033,877) | $ (747,427) |
Net loss per share - basic and diluted: | ||
Basic and diluted | $ (0.23) | $ (0.64) |
Weighted average shares outstanding: | ||
Basic and diluted | 8,744,469 | 1,165,470 |
Construction services | ||
Revenue: | ||
Revenue | $ 3,137,715 | $ 89,341 |
Cost of revenue: | ||
Cost of revenue | 4,093,540 | 71,911 |
Engineering services | ||
Revenue: | ||
Revenue | 93,949 | 109,415 |
Cost of revenue: | ||
Cost of revenue | 9,770 | 80,864 |
Medical Revenue [Member] | ||
Revenue: | ||
Revenue | 5,955,963 | |
Cost of revenue: | ||
Cost of revenue | $ 3,876,136 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) | Total | SG Blocks Stockholders' Equity | 0.01 Par Value Common Stock | Additional Paid-in Capital | Accumulated Deficit | Non-controlling interests |
Beginning Balance at Dec. 31, 2019 | $ 4,360,149 | $ 4,360,149 | $ 11,579 | $ 21,932,387 | $ (17,583,817) | |
Beginning Balance, Shares at Dec. 31, 2019 | 1,157,890 | |||||
Stock-based compensation | 38,764 | 38,764 | 38,764 | |||
Conversion of restricted stock units to common stock | $ 126 | (126) | ||||
Conversion of restricted stock units to common stock, Shares | 12,672 | |||||
Reverse stock split settlement | (122) | |||||
Conversion of debt exchange to common stock | (122) | (122) | ||||
Conversion of debt exchange to common stock, shares | (38) | |||||
Net loss | (747,427) | (747,427) | (747,427) | |||
Ending Balance, Shares at Mar. 31, 2020 | 1,170,524 | |||||
Ending Balance at Mar. 31, 2020 | 3,651,364 | 3,651,364 | $ 11,705 | 21,970,903 | (18,331,244) | |
Beginning Balance at Dec. 31, 2020 | 18,437,823 | 18,253,256 | $ 85,962 | 40,443,840 | (22,276,546) | 184,567 |
Beginning Balance, Shares at Dec. 31, 2020 | 8,596,189 | |||||
Stock-based compensation | 286,186 | 286,186 | 286,186 | |||
Conversion of restricted stock units to common stock | 703,438 | 703,438 | $ 2,251 | 701,187 | ||
Conversion of restricted stock units to common stock, Shares | 225,100 | |||||
Net loss | (1,144,350) | (2,033,877) | (2,033,877) | 889,527 | ||
Ending Balance, Shares at Mar. 31, 2021 | 8,821,289 | |||||
Ending Balance at Mar. 31, 2021 | $ 18,283,097 | $ 17,209,003 | $ 88,213 | $ 41,431,213 | $ (24,310,423) | $ 1,074,094 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (1,144,350) | $ (747,427) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation expense | 91,190 | 924 |
Amortization of intangible assets | 40,407 | 36,280 |
Amortization of deferred license costs | 10,196 | 10,197 |
Interest income on long-term note receivable | (9,247) | (4,863) |
Stock-based compensation | 286,186 | 38,764 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (581,299) | 6,472 |
Contract assets | (599,441) | 93,355 |
Inventories | (155,935) | |
Prepaid expenses and other current assets | (679,540) | (71,440) |
Right of use asset | 97,846 | |
Accounts payable and accrued expenses | 2,062,776 | (357,323) |
Contract liabilities | (641,412) | (31,751) |
Due to affiliates | (863,151) | |
Lease liability | (97,342) | |
Net cash used in operating activities | (2,183,116) | (1,026,812) |
Cash flows provided by investing activities: | ||
Advances in note receivable | (400,000) | |
Purchase of property, plant and equipment | (862,090) | |
Purchase of intangible asset | (42,500) | |
Payment on assumed liability of acquired assets | (85,798) | |
Net cash used in investing activities | (990,388) | (400,000) |
Cash flows from financing activities: | ||
Proceeds from long-term note payable | 200,000 | |
Proceeds from conversion of warrants to common stock | 703,438 | |
Settlement of common stock from reverse stock split | (122) | |
Net cash provided by financing activities | 703,438 | 199,878 |
Net increase (decrease) in cash and cash equivalents | (2,470,066) | (1,226,934) |
Cash and cash equivalents - beginning of period | 13,010,356 | 1,625,671 |
Cash and cash equivalents - end of period | $ 10,540,290 | $ 398,737 |
Description of Business
Description of Business | 3 Months Ended |
Mar. 31, 2021 | |
Description of Business [Abstract] | |
Description of Business | 1. Description of Business SG Blocks, Inc. (collectively with its subsidiaries, the “Company,” “we”, “us” or “our”) was previously known 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 building products developed with our 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, we believe the products produced utilizing our technology and expertise is a leader in environmentally sustainable construction. There are three core product offerings that utilize our technology and engineering expertise. The first product offering involves GreenSteel™ modules, which are the structural core and shell of an SGBlocks building. We procure the containers, engineer required openings with structural steel enforcements, paint the SGBlocks and then delivers 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 our product offerings The Company also provides engineering and project management services related to the use and modification of Modules in construction. The Company is now focusing on entering into licensing agreements across the Company’s construction opportunity verticals. During 2020, the Company formed, SG Echo, LLC, a wholly owned subsidiary of the Company. SG Echo, LLC was formed to complete the business acquisition as disclosed in Note 9. The Company acquired substantially all the assets of Echo DCL, a Texas limited liability company, except for Echo's real estate holdings for which we obtained a right of first refusal. Echo was 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 catered 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 our 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. T he Company also entered into a joint venture with Clarity Lab Solutions LLC., to provide clinical lab testing related to COVID-19. As of January 2021, the Company’s condensed consolidated financial statements include the accounts of Chicago Airport Testing LLC (“CAT”). The Company has 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. In addition, during 2021, the Company formed SGB Development Corp. (“SGB Development”), which is wholly-owned by the Company. SGB Development was formed with the purpose of real property development utilizing our technologies. Reverse Stock Split On February 5, 2020, the Company effected a 1-for-20 As of March 31, 2021, the Company had 8,821,289 |
Liquidity
Liquidity | 3 Months Ended |
Mar. 31, 2021 | |
Liquidity [Abstract] | |
Liquidity | 2. Liquidity As of March 31, 2021, the Company had cash and cash equivalents of $10,540,290 and a backlog of approximately $22.9 million. See Note 12 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: 2021 Within 1 year $ 10,015,230 1 to 2 years 12,856,250 Total Backlog $ 22,871,480 The Company has incurred losses since its inception and has negative operating cash flows. Management has taken several actions to ensure that the Company will continue as a going concern. As described below, the Company has recently been able to raise substantial cash through equity offerings. In addition, as further described in these consolidated financial statements, the Company has begun to recognize revenue from new revenue streams. Management believes that these actions will enable the Company to continue as a going concern. The Company completed a public offering in April and May 2020, which resulted in net proceeds of approximately $1,522,339, and $15,596,141 , respectively. ee N ote 13 for a discussion on these public offerings. The Company believes that it has adequate cash balances to meet obligations coming due in the next twelve months and further 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. With the global spread of the ongoing novel coronavirus ("COVID-19") pandemic during 2020 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 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 Current 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, 2020 included in the Company's Annual Report on Form 10-K for the year ended December 31, 2020, as filed with the Securities and Exchange Commission on April 15, . 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, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. Recently adopted accounting pronouncements - New accounting pronouncements implemented by the Company are discussed below or in the related notes, where appropriate. Accounting estimates Operating cycle – The length of the Company’s contracts varies, but is typically between six twelve 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 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). 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 will 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 grants 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 recognizes revenue and the Company has the right to payment of royalties. No revenue has been recognized under the ELA for the three months ended March 31, 2021. CMC Right of First Refusal Agreement – Agreement CMC Under the Agreement, the Company has a right of first refusal with respect to being engaged as a designer and builder of any real estate projects for which CMC has secured the rights to develop and in which CMC has a greater than fifty percent (50%) interest in the owner or developer entity and has the right to select the builder for such real estate project (the “ROFR Rights”). In exchange for such ROFR Rights, the Company agreed to issue to CMC 2,500 shares of restricted stock of the Company’s common stock, of which 1,250 shares vested on March 31, 2021 and the remaining 1,250 shares will vest and be issued on September 30, 2021, unless the Agreement is earlier terminated. In the event that the Agreement is earlier terminated, CMC will still be entitled to receive the entire amount of such restricted stock that has vested as of such earlier termination date, but in no event less than 1,250 shares of such restricted stock. The Agreement also provides 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. The Agreement also provides that CMC has engaged the Company to build and design, in the aggregate, approximately 100 1100 The Company entered into a joint venture agreement with Clarity Lab Solutions, LLC (“Clarity Labs”) (the “JV”) in the fourth quarter of 2020 . 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. During the three months ended March 31, 2021, the Company recognized $ 5,863,358 to activities through the JV, is included in medical revenue on the accompanying consolidated statements of operations. In addition, the Company formed Chicago Airport Testing, LLC which is currently collecting rental revenue from subleasing to a consortium of government entities assisting in COVID- 19 Disaggregation of Revenues The Company’s revenues are principally derived from construction and engineering contracts related to Modules, 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 $5,965,413 and $3,222,214, respectively, for the three months ending March 31, 2021. All revenue recognized for the three months ending March 31, 2020 was over time. The following tables provide further disaggregation of the Company’s Three Months Ended March 31, Revenue by Customer Type 2021 2020 Construction and Engineering Services: Government $ 1,085,480 12 % $ — — % Hotel 170,426 2 % — — % Medical - Construction 251,560 3 % — — % Multi-Family (includes Single Family) 44,746 — % 30,672 15 % Office 177,392 1 % 40,850 21 % Retail 42,015 1 % 121,070 61 % Special Use 1,460,045 16 % 6,164 3 % Subtotal 3,231,664 35 % 198,756 100 Medical Revenue: Medical (lab testing, kit sales and equipment) 5,955,963 65 % — — Total revenue by customer type $ 9,187,627 100 % $ 198,756 100 % 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. 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 ELA, the Company was subject to an agreement to construct and develop a certain property (“Original Agreement”), which now is 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 expects to recover those costs through future royalty payments. The Company plans 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 . During the three months ended March 31, 2021 and 2020, amortization expense relating to the deferred contract costs amounted to $10,196 and $10,197, respectively, and is included in general and administrative expenses on the accompanying condensed consolidated statement of operations. Exclusive License Agreement – On Oc tober 3, 2019, as amen 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”) , The License Agreement provides 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. In addition, the License Agreement provides that the Company will provide the Licensee with cost estimates for the fabrication and manufacturing of residential projects in the Company’s existing pipeline as of the date of the License Agreement, and if such projects cannot be reasonably constructed and installed at or below such estimates, then the Licensee may withhold payment of any royalty due to the Company under the License Agreement on a dollar-for-dollar basis to offset the costs above the originally estimated amounts. Bu - The Company accounts for business acquisitions using the acquisition method of accounting in accordance with ASC 805 “Business Combinations”, which requires recognition and measurement of all identifiable assets acquired and liabilities assumed at their fair value as of the date control is obtained. The Company determines the fair value of assets acquired and liabilities assumed based upon its best estimates of the acquisition-date fair value of assets acquired and liabilities assumed in the acquisition. Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired. Subsequent adjustments to fair value of any contingent consideration are recorded to the Company’s condensed consolidated statements of operations. Costs that the Company incurs to complete the business combination are charged to general and administrative expenses as they are incurred. Variable 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 200,000 restricted shares of SGB common stock over a defined vesting period starting in December 1, 2020. As of March 31, 2021, $102,410 was due to Clarity Labs for expenses paid on behalf of Clarity Mobile Venture, and is included in Due to Affiliates on the accompanying consolidated balance sheets. In addition, during the three months ended March 31, 2021, the Company recognized revenue of $60,110 to Clarity Labs, of which $140,258 is included in accounts receivable as of March 31, 2021. The Company has determined it is the primary beneficiary of Clarity Mobile Venture and has thus consolidated the activities in its condensed consolidated financial statements. 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 condensed consolidated financial statements. 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 $10,540,290 as of and $ as of December 31, 2020. 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 March 31, 2021 or December 31, 2020, 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 condensed 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 March 31, 2021 there was inventory of $4,429 for construction materials, and $929,650 of medical equipment and COVID-19 test and testing supplies. As of December 31, 2020 there was inventory of $4,429 for construction materials, and $773,715 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. The Company’s evaluation of goodwill completed during the year ended December 31, 2019 resulted in impairment loss of $2,938,653, Intangible assets – Intangible assets consist of $2,766,000 of proprietary knowledge and technology, which is being amortized over 20 years. In addition, $97,164 of trademarks, and $47,800 of website costs are being amortized over 5 years. For the year ending December 31,: 2021 $ 125,470 2022 162,970 2023 161,176 2024 160,469 2025 157,051 Thereafter 1,453,566 $ 2,220,702 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 to 5 years, furniture and other equipment 5 to 7 years, automobiles 2 to 5 years, buildings held for lease 5 to 7 years, and equipment o 29 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 derivative 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. 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 condensed consolidated statements of operations. 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 March 31, 2021 and December 31, 2020, 84% and 79%, respectively, of the Company’s gross accounts receivable were due from four and three customers. Revenue relating to two and four customers represented approximately 80% and 73% of the Company's total revenue for the three months ended March 31, 2021 and 2020, respectively. Cost of revenue relating to two and three |
Accounts Receivable
Accounts Receivable | 3 Months Ended |
Mar. 31, 2021 | |
Accounts Receivable [Abstract] | |
Accounts Receivable | 4. Accounts Receivable At March 31, 2021 and December 31, 2020, the Company’s accounts receivable consisted of the following: 2021 2020 Billed: Construction services $ 2,049,179 $ 1,391,555 Engineering services 68,223 86,264 Medical revenue 1,098,271 1,157,819 Retainage receivable 615,136 615,136 Other receivable 182,012 180,748 Total gross receivables 4,012,821 3,431,522 Less: allowance for credit losses (795,914 ) (795,914 ) Total net receivables $ 3,216,907 $ 2,635,608 Receivables are |
Contract Assets and Contract Li
Contract Assets and Contract Liabilities | 3 Months Ended |
Mar. 31, 2021 | |
Contract Assets and Contract Liabilities [Abstract] | |
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 March 31, 2021 and December 31, 2020 2021 2020 Costs incurred on uncompleted contracts $ 6,280,201 $ 4,572,581 Estimated earnings to date on uncompleted contracts (350,587 ) 872,302 Gross contract assets 5,929,614 5,444,883 Less: billings to date (5,160,365 ) (5,916,487 ) Net contract assets (liabilities), on uncompleted contracts $ 769,249 $ (471,604 ) The above amounts are included in the accompanying condensed consolidated balance sheets under the f ollowing captions at March 31, 2021 December 31, 2020 2021 2020 Contract assets $ 1,902,577 $ 1,303,136 Contract liabilities (1,133,328 ) (1,774,740 ) Net contract assets (liabilities) $ 769,249 $ (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 peri odically evaluates and revises its estimates and makes adjustments when they are considered necessary. |
Property, Plant and Equipment
Property, Plant and Equipment | 3 Months Ended |
Mar. 31, 2021 | |
Property, plant and equipment [Abstract] | |
Property, plant and equipment | 6. 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 March 31, 2021 and December 31, 2020, the Company’s property, plant and equipment, net consisted of the following: 2021 2020 Computer equipment and software $ 119,437 $ 73,991 Furniture and other equipment 16,286 11,593 Leasehold improvements 13,871 6,071 Equipment and machinery 1,155,324 1,127,647 Automobiles 4,638 4,638 Building held for leases 501,336 501,336 Laboratory and temporary units 1,350,197 1,016,238 Construction in progress 442,515 — Property, plant and equipment 3,603,604 2,741,514 Less: accumulated depreciation (149,690 ) (58,500 ) Property, plant and equipment, net $ 3,453,914 $ 2,683,014 Depreciation expense for the three months ended March 31, 2021 and 2020 amounted to $91,190 and $924 respectively. |
Notes Receivable
Notes Receivable | 3 Months Ended |
Mar. 31, 2021 | |
Notes Receivable [Abstract] | |
Notes Receivable | 7. 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 (the “Company Note 2”). The transaction closed on April 15, 2020, on which date the Company loaned CPF GP 2019-1 LLC $250,000. The Company Note was issued pursuant to that certain Loan Agreement and Promissory Note, dated October 3, 2019 (the “Loan Agreement 2”), as amended on October 15, 2019 and November 7, 2019 by and between the CPF GP and the Company, and bear interest at five percent (5%) per annum, payable, together with the unpaid principal amount of the promissory notes, on the earlier of the July 31, 2023 maturity date or upon the liquidation, redemption sale or issuance of a dividend upon the LLC interests in CPF MF 2019-1 LLC, a Texas limited liability company of which CPF GP is the general partner. |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2021 | |
Note Payable [Abstract] | |
Notes Payable | 8. Notes Payable On February 4, 2020, the Company entered into a Securities Purchase Agreement with an accredited investor, pursuant to which the Company issued to the investor a secured note in the aggregate principal amount of $200,000 (“Note”) that bears interest at a rate of nine |
Business Combination
Business Combination | 3 Months Ended |
Mar. 31, 2021 | |
Business Combinations [Abstract] | |
Business Combination | 9. Business Combination On September 17, 2020, the Company, through SG Echo, LLC (its wholly owned subsidiary), entered into an Asset Purchase Agreement (“APA " The purchase consideration amounted to: Cash $ 1,059,600 Earnout liability — Settlement of accounts receivable and net contract liabilities (94,980 ) $ 964,620 The settlement of accounts receivable and net contract liabilities represents amounts effectively settled upon the purchase of Echo, which originated from contacts between the Company and Echo prior to the purchase date. The following table summarizes the preliminary allocation of the purchase price to the assets acquired and liabilities assumed for the Echo Acquisition: Cash and cash equivalents $ 316,432 Accounts receivable 252,557 Inventories 130,799 Prepaid expenses and other current assets 7,400 Property, plant and equipment 1,154,818 Right-of-use assets 57,120 Goodwill 85,810 Intangible assets 68,344 Accounts payable and accrued expenses (733,529 ) Assumed liabilities (285,204 ) Contract liabilities (32,807 ) Lease liability (57,120 ) $ 964,620 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 initial contingent consideration liability of $0 was based on the fair value of the contingent consideration liability at the acquisition date, and is payable in cash and shares of restricted common stock of the Company. As of March 31, 2021, the liability remains to be $0. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Leases | 10. Leases The Company leases an office, a manufacturing plant and certain equipment under non-cancelable operating lease agreements. The leases have remaining lease terms of two and a half years to five years. The plant lease includes an option to extend the lease for up to five years. In addition, CAT leases a vacant retail space that has been converted for the use of COVID-19 testing, vaccine distribution and a medical lab. The CAT lease term is for eighteen months. Supplemental balance sheet information related to leases is as follows: Balance Sheet Location March 31, 2021 Operating Leases Right-of-use assets, net $ 1,538,885 Current liabilities Lease liability, current maturities (413,084 ) Non-current liabilities Lease liability, net of current maturities (1,126,283 ) Total operating lease liabilities $ (1,539,367 ) Finance Leases Right-of-use assets $ 46,653 Current liabilities Lease liability, current maturities (19,059 ) Non-current liabilities Lease liability, net of current maturities (26,318 ) Total finance lease liabilities $ (45,377 ) Weighted Average Remaining Lease Term Operating leases 4.15 years Finance leases 2.36 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 2021 $ 340,209 $ 15,120 $ 355,329 2022 401,622 20,160 421,782 2023 330,300 11,760 342,060 2024 324,000 - 324,000 2025 243,000 - 243,000 Total lease payments 1,639,131 47,040 1,686,171 Less: Imputed interest 99,764 1,663 101,427 Present value of lease liabilities $ 1,539,367 $ 45,377 $ 1,584,744 CAT has subleased its leased vacant area for a period of one year, the licensee has the option to terminate at any time after the first six month. Anticipated future lease revenue, under this leases is $1,440,000 for the remaining period ending December 31, 2021 and $320,000 for the year ending December 31, 2022. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 3 Months Ended |
Mar. 31, 2021 | |
Net Income (Loss) Per Share [Abstract] | |
Net Income (Loss) Per Share | 11. 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 March 31, 2021, there were options, including options granted to non-employees and non-directors, restricted stock units and warrants to purchase 36,436, 884,343 and 128,090 shares of common stock, respectively, outstanding that could potentially dilute future net income per share. Because the Company had a net loss as of March 31, 2021, 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. March 31, 2020 , including options to non-employees and non-directors, restricted stock units and warrants to purchase 52,337, 9,187 and 53,190 shares of common stock, respectively, outstanding that could potentially dilute future net income per share. |
Construction Backlog
Construction Backlog | 3 Months Ended |
Mar. 31, 2021 | |
Construction Backlog [Abstract] | |
Construction Backlog | 12. Construction Backlog The following represents the backlog of signed construction and engineering contracts in existence at March 31, 2021 and December 31, 2020, 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 March 31, 2021 and December 31, 2020, respectively, on which work has not yet begun: 2021 2020 Balance - beginning of period $ 25,117,461 $ 17,634,261 New contracts and change orders during the period 1,047,324 13,816,785 Adjustments and cancellations, net — (27,370 ) Subtotal 26,164,785 31,423,676 Less: contract revenue earned during the period (3,293,305 ) (6,306,215 ) Balance - end of period $ 22,871,480 $ 25,117,461 Backlog at March 31, 2021 included two contracts entered into during the third quarter of 2020 in the amount of approximately $4 million and approximately $2.95 million along with three contracts during the fourth quarter of 2020 in the amount of approximately $ million, $ million, and $ million. In addition, the Company executed one large contract in the first quarter of 2021 in the amount of approximately $1.3 million. Under the ELA, the Company cannot guarantee, but expects to receive, approximately $2.4 million in royalties for one one The Company’s remaining backlog as of price The Company expects to satisfy its backlog which represents the remaining unsatisfied performance obligation on contracts as of March 31, 2021 over the following period: 2021 Within 1 year $ 10,015,230 1 to 2 years 12,856,250 Total Backlog $ 22,871,480 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. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity [Abstract] | |
Stockholders' Equity | 13. Stockholders’ Equity Public Offerings – 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 4.25 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 no 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 2.50 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. |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2021 | |
Warrants [Abstract] | |
Warrants | 14. 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. 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 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 . During the three months ended March 31, 2021, 225,100 warrants were exercised and converted into common stock of the Company. The Company received proceeds of approximately $703,000 from the conversion of the exercised warrants. In connection with a convertible debenture issued on November 12, 2019 , the Company entered into a Placement Agency Agreement (the “ Placement Agency Agreement Placement Agent Placement Agent Warrants The Placement Agent Warrants were exercisable, in whole or in part, commencing on the issuance date and have an exercise period of five years. In the event that there is not an effective registration statement permitting for the resale of the shares underlying the Placement Agent Warrants, the Placement Agent Warrant’s shall be exercisable on a cashless basis. There are significant restrictions pursuant to FINRA Rule 5110 against transferring the Placement Agent’s Warrants and the shares issuable upon exercise of the Placement Agent Warrants during the one hundred eighty (180) days after the closing date. On December 10, 2019, the Company and ThinkEquity entered into a waiver agreement (“Waiver of Warrant”) pursuant to which ThinkEquity surrendered its rights to a warrant previously issued to ThinkEquity on November 12, 2019 to purchase 5,404 shares of the Company’s common stock as compensation for acting as placement agent for the private placement of the Debenture. For the three months ending March 31, 2021, we had 225,100 warrants that converted into common stock. |
Share-based Compensation
Share-based Compensation | 3 Months Ended |
Mar. 31, 2021 | |
Stock Options and Grants [Abstract] | |
Share-based Compensation | 15 Share-based Compensation On October 26, 2016, the Company’s Board of Directors approved the issuance of up to 25,000 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 (the “Incentive Plan”). The Incentive Plan authorizes the issuance of up to 1,125,000 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, emplo yees 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 shares of common stock available for issuance under the Incentive Plan . Stock-Based Compensation Expense Stock-based compensation expense is included in the condensed consolidated statements of operations as follows: Three Months Ended March 31, 2021 2020 Payroll and related expenses $ 286,186 $ 38,764 Total $ 286,186 $ 38,764 The following table presents total stock-based compensation expense by security type included in the condensed consolidated statements of operations: Three Months Ended March 31, 2021 2020 Stock options $ 2,666 $ 2,667 Restricted Stock Units 283,520 36,097 Total $ 286,186 $ 38,764 Stock-Based Option Awards The Company has issued no stock-based options during the three months ended March 31, 2021 and 2020. 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 three months ended March 31, 2021 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 36,437 $ 35.54 $ 78.71 6.34 $ — Granted — — — — — Exercised — — — — — Cancelled — — — — — Outstanding – March 31, 2021 36,437 24.80 78.71 6.09 $ — Exercisable – December 31, 2020 36,332 24.80 78.67 6.34 — Exercisable – March 31, 2021 36,437 $ 24.80 $ 78.71 6.09 $ — For the three months ended March 31, 2021 and 2020, the Company recognized stock-based compensation expense of $2,666 and $2,667, respectively, related to stock options. This expense is included in payroll and related expenses, in the accompanying condensed consolidated statements of operations. As of March 31, 2021, there was no Restricted Stock Units On March 22, 2019, a total of 15,703 of restricted stock units were granted to Mr. Galvin, Mr. Armstrong, Mr. six one 54.00 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, as adjusted for stock splits. The restricted stock units granted on January 15, 2019 vested on January 15, 2020, subject to each individual’s continued service as a director of the Company through such date, and are payable six 2019 six 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 per share, which represents the closing price of 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 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 On December 9, 2020, a total of 3.28 For the three months ended March 31, 2021 and 2020, the Company recognized stock-based compensation of $283,520 and $36,097 related to restricted stock units. This expense is included in the payroll and related expenses, general and administrative expenses, and The following table summarized restricted stock unit activities during the three months ended March 31, 2021: Number of Shares Non-vested balance at January 1, 2021 527,504 Granted — Vested — Forfeited/Expired — Non-vested balance at March 31, 2021 527,504 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | 16. 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. Pizzarotti Litigation - On or about August 10, 2018 Pizzarotti, LLC filed a complaint against the Company and Mahesh Shetty, the Company’s former President and CFO, and others, seeking unspecified damages for an alleged breach of contract by the Company and another entity named Phipps & Co. (“Phipps”). The lawsuit was filed as Pizzarotti, LLC. v. Phipps & Co., et al., Index No. 653996/2018 and commenced in the Supreme Court of the State of New York for the County of New York. On or about April 1, 2019, Phipps filed cross-claims against the Company and Mr. Shetty asserting claims for indemnification, contribution, fraud, negligence, negligent misrepresentation, and breach of contract. SG Blocks has likewise cross claimed against Phipps for indemnification and contribution, claiming that any damages to the Plaintiff were the result of the acts or omissions of Phipps and its principals. 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. 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 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 The Company opposed both motions. On April 26, 2021, the Court denied both motions and directed the parties to meet and confer concerning the scheduling of depositions. On May 10, 2021, the parties jointly filed with the Court a proposed order providing the completion of depositions of all parties and non-parties by September 30, 2021. 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 condensed consolidated financial statements. Vendor Litigation – 1. Teton Buildings, LLC (i) On January 1, 2019, SG Blocks commenced an action against Teton Buildings, LLC (“Teton”) in Harris County, Texas (“Teton 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”). The Petition brought claims of breach of contract, negligence, and breach of express warranty. The Firm did not represent the Company in connection with the Teton Action. (ii) On or about September 12, 2018, On or about June 2, 2017, 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 approximately $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 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 (“Teton Action”), seeking to 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 condensed consolidated financial statements. 2. SG Blocks, On April 13, 2020, Plaintiff SG Blocks, to wit On April 20, 2020, HOLA filed a separate action against the Company in the arising out of the HOLA Project, asserting claims of (1) negligence; (2) strict products liability; (3) strict products liability, (4) breach of contract; (5) breach of express warranty; (6) violation of Business and Professions Code § 7031(b); and (7) violation of California’s unfair competition law, Business and Professions Code section 17200 (“UCL”) (“HOLA State Court Action”). The HOLA State Court Action was removed to the Central District of California and consolidated with the HOLA Action. On January 22, 2021, the Company filed a Third-Party Complaint in the HOLA Action against Third-Party Defendants Teton Buildings, LLC, On February 25, 2021, the Court entered an order dismissing the Company’s claims for 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 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 condensed consolidated financial statements. 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 connection with the parties' consulting agreement, dated June 29, 2016, 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 condensed consolidated financial statements. Other Litigation 1. Shetty v. SG Blocks, Inc. et. al ., Case No. 20-CV-00550, United States District Court, Eastern District of New York. On January 31, 2020, Mahesh Shetty, the Company’s former President and Chief Financial Officer (“Former Employee”), filed suit against the Company and its Chairman and Chief Executive Officer, Paul Galvin, claiming (i) $372,638 in unpaid wages and bonuses and (ii) $300,000 due in severance (hereafter the “Action”). On March 25, 2020, the Former Employee filed an amended complaint raising additional claims of retaliation under the Fair Labor Standards Act, 29 U.S.C. §201 et. seq. (“FLSA”), and contractual indemnification. On April 27, 2020, the Company filed a motion to dismiss the Action. The Company asserted that the Former Employee agreed to accept (and did receive) restricted stock units of the Company’s common stock in full satisfaction and payment of all alleged unpaid wages and bonuses that are claimed in the Action, and/or has otherwise been paid in full for all amounts claimed. The Company further maintained that the Former Employee’s employment agreement precludes any entitlement to or liability for severance. On June 15, 2020, the Court entered a decision granting in part and denying in part the Company’s motion to dismiss. Specifically, the Court dismissed the Former Employee’s claim (i) for severance (in the amount of $300,000) and unpaid wages pursuant to the FLSA, but denied dismissal of the Former Employee’s claims for retaliation under the FLSA or unpaid wages allegedly due under the New York Labor Law. The parties are in the middle of pre-trial discovery. Fact discovery is 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 condensed consolidated financial statements. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 17. Subsequent Events Subsequent to March 31, 2021, the Company acquired an approximately 50-acre site in Lago Vista, Texas for $3,500,000, paid in cash. Subsequent to March 31, 2021 the Company commenced an action against Osang Healthcare Company, Ltd. in the United States District Court, Eastern District of New York (21-cv-01990). The Company has asserted that Osang materially breached a certain Managed Supply Agreement entered into between the parties on October 12, 2020 (the "MSA"), pursuant to which the Company received on consignment two million (2,000,000) units of Osang’s “Genefinder Plus RealAmp Covid-19 PCR 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 §349 of the New York General Business Law’s prohibition of deceptive business practices. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of presentation and principals of consolidation | 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 Current 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, 2020 included in the Company's Annual Report on Form 10-K for the year ended December 31, 2020, as filed with the Securities and Exchange Commission on April 15, . 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, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. |
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 |
Operating cycle | Operating cycle – The length of the Company’s contracts varies, but is typically between six twelve 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. To achieve this core principle, the Company applies the following 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). 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 will 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 grants 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 recognizes revenue and the Company has the right to payment of royalties. No revenue has been recognized under the ELA for the three months ended March 31, 2021. CMC Right of First Refusal Agreement – Agreement CMC Under the Agreement, the Company has a right of first refusal with respect to being engaged as a designer and builder of any real estate projects for which CMC has secured the rights to develop and in which CMC has a greater than fifty percent (50%) interest in the owner or developer entity and has the right to select the builder for such real estate project (the “ROFR Rights”). In exchange for such ROFR Rights, the Company agreed to issue to CMC 2,500 shares of restricted stock of the Company’s common stock, of which 1,250 shares vested on March 31, 2021 and the remaining 1,250 shares will vest and be issued on September 30, 2021, unless the Agreement is earlier terminated. In the event that the Agreement is earlier terminated, CMC will still be entitled to receive the entire amount of such restricted stock that has vested as of such earlier termination date, but in no event less than 1,250 shares of such restricted stock. The Agreement also provides 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. The Agreement also provides that CMC has engaged the Company to build and design, in the aggregate, approximately 100 1100 The Company entered into a joint venture agreement with Clarity Lab Solutions, LLC (“Clarity Labs”) (the “JV”) in the fourth quarter of 2020 . 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. During the three months ended March 31, 2021, the Company recognized $ 5,863,358 to activities through the JV, is included in medical revenue on the accompanying consolidated statements of operations. In addition, the Company formed Chicago Airport Testing, LLC which is currently collecting rental revenue from subleasing to a consortium of government entities assisting in COVID- 19 Disaggregation of Revenues The Company’s revenues are principally derived from construction and engineering contracts related to Modules, 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 $5,965,413 and $3,222,214, respectively, for the three months ending March 31, 2021. All revenue recognized for the three months ending March 31, 2020 was over time. The following tables provide further disaggregation of the Company’s Three Months Ended March 31, Revenue by Customer Type 2021 2020 Construction and Engineering Services: Government $ 1,085,480 12 % $ — — % Hotel 170,426 2 % — — % Medical - Construction 251,560 3 % — — % Multi-Family (includes Single Family) 44,746 — % 30,672 15 % Office 177,392 1 % 40,850 21 % Retail 42,015 1 % 121,070 61 % Special Use 1,460,045 16 % 6,164 3 % Subtotal 3,231,664 35 % 198,756 100 Medical Revenue: Medical (lab testing, kit sales and equipment) 5,955,963 65 % — — Total revenue by customer type $ 9,187,627 100 % $ 198,756 100 % 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. 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 ELA, the Company was subject to an agreement to construct and develop a certain property (“Original Agreement”), which now is 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 expects to recover those costs through future royalty payments. The Company plans 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 . During the three months ended March 31, 2021 and 2020, amortization expense relating to the deferred contract costs amounted to $10,196 and $10,197, respectively, and is included in general and administrative expenses on the accompanying condensed consolidated statement of operations. Exclusive License Agreement – On Oc tober 3, 2019, as amen 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”) , The License Agreement provides 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. In addition, the License Agreement provides that the Company will provide the Licensee with cost estimates for the fabrication and manufacturing of residential projects in the Company’s existing pipeline as of the date of the License Agreement, and if such projects cannot be reasonably constructed and installed at or below such estimates, then the Licensee may withhold payment of any royalty due to the Company under the License Agreement on a dollar-for-dollar basis to offset the costs above the originally estimated amounts. |
Business Combinations | Bu - The Company accounts for business acquisitions using the acquisition method of accounting in accordance with ASC 805 “Business Combinations”, which requires recognition and measurement of all identifiable assets acquired and liabilities assumed at their fair value as of the date control is obtained. The Company determines the fair value of assets acquired and liabilities assumed based upon its best estimates of the acquisition-date fair value of assets acquired and liabilities assumed in the acquisition. Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired. Subsequent adjustments to fair value of any contingent consideration are recorded to the Company’s condensed consolidated statements of operations. Costs that the Company incurs to complete the business combination are charged to general and administrative expenses as they are incurred. |
Variable Interest Entities | Variable 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 200,000 restricted shares of SGB common stock over a defined vesting period starting in December 1, 2020. As of March 31, 2021, $102,410 was due to Clarity Labs for expenses paid on behalf of Clarity Mobile Venture, and is included in Due to Affiliates on the accompanying consolidated balance sheets. In addition, during the three months ended March 31, 2021, the Company recognized revenue of $60,110 to Clarity Labs, of which $140,258 is included in accounts receivable as of March 31, 2021. The Company has determined it is the primary beneficiary of Clarity Mobile Venture and has thus consolidated the activities in its condensed consolidated financial statements. 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 condensed consolidated financial statements. |
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 $10,540,290 as of and $ as of December 31, 2020. |
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 March 31, 2021 or December 31, 2020, 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 condensed 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 March 31, 2021 there was inventory of $4,429 for construction materials, and $929,650 of medical equipment and COVID-19 test and testing supplies. As of December 31, 2020 there was inventory of $4,429 for construction materials, and $773,715 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. The Company’s evaluation of goodwill completed during the year ended December 31, 2019 resulted in impairment loss of $2,938,653, |
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, $97,164 of trademarks, and $47,800 of website costs are being amortized over 5 years. For the year ending December 31,: 2021 $ 125,470 2022 162,970 2023 161,176 2024 160,469 2025 157,051 Thereafter 1,453,566 $ 2,220,702 |
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 to 5 years, furniture and other equipment 5 to 7 years, automobiles 2 to 5 years, buildings held for lease 5 to 7 years, and equipment o 29 |
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 derivative 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. |
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 condensed consolidated statements of operations. |
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 March 31, 2021 and December 31, 2020, 84% and 79%, respectively, of the Company’s gross accounts receivable were due from four and three customers. Revenue relating to two and four customers represented approximately 80% and 73% of the Company's total revenue for the three months ended March 31, 2021 and 2020, respectively. Cost of revenue relating to two and three |
Liquidity (Tables)
Liquidity (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Liquidity [Member] | |
Liquidity [Line Items] | |
Summary of expects to satisfy remaining unsatisfied performance obligation | 2021 Within 1 year $ 10,015,230 1 to 2 years 12,856,250 Total Backlog $ 22,871,480 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of disaggregation of revenues by categories | Three Months Ended March 31, Revenue by Customer Type 2021 2020 Construction and Engineering Services: Government $ 1,085,480 12 % $ — — % Hotel 170,426 2 % — — % Medical - Construction 251,560 3 % — — % Multi-Family (includes Single Family) 44,746 — % 30,672 15 % Office 177,392 1 % 40,850 21 % Retail 42,015 1 % 121,070 61 % Special Use 1,460,045 16 % 6,164 3 % Subtotal 3,231,664 35 % 198,756 100 Medical Revenue: Medical (lab testing, kit sales and equipment) 5,955,963 65 % — — Total revenue by customer type $ 9,187,627 100 % $ 198,756 100 % |
Summary of estimated amortization expense of intangible assets | For the year ending December 31,: 2021 $ 125,470 2022 162,970 2023 161,176 2024 160,469 2025 157,051 Thereafter 1,453,566 $ 2,220,702 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accounts Receivable [Abstract] | |
Summary of accounts receivable | 2021 2020 Billed: Construction services $ 2,049,179 $ 1,391,555 Engineering services 68,223 86,264 Medical revenue 1,098,271 1,157,819 Retainage receivable 615,136 615,136 Other receivable 182,012 180,748 Total gross receivables 4,012,821 3,431,522 Less: allowance for credit losses (795,914 ) (795,914 ) Total net receivables $ 3,216,907 $ 2,635,608 |
Contract Assets and Contract _2
Contract Assets and Contract Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Contract Assets and Contract Liabilities [Abstract] | |
Summary of costs and estimated earnings on uncompleted contracts | 2021 2020 Costs incurred on uncompleted contracts $ 6,280,201 $ 4,572,581 Estimated earnings to date on uncompleted contracts (350,587 ) 872,302 Gross contract assets 5,929,614 5,444,883 Less: billings to date (5,160,365 ) (5,916,487 ) Net contract assets (liabilities), on uncompleted contracts $ 769,249 $ (471,604 ) |
Summary of condensed consolidated balance sheets | 2021 2020 Contract assets $ 1,902,577 $ 1,303,136 Contract liabilities (1,133,328 ) (1,774,740 ) Net contract assets (liabilities) $ 769,249 $ (471,604 ) |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Property, plant and equipment [Abstract] | |
Schedule of company's equipment | 2021 2020 Computer equipment and software $ 119,437 $ 73,991 Furniture and other equipment 16,286 11,593 Leasehold improvements 13,871 6,071 Equipment and machinery 1,155,324 1,127,647 Automobiles 4,638 4,638 Building held for leases 501,336 501,336 Laboratory and temporary units 1,350,197 1,016,238 Construction in progress 442,515 — Property, plant and equipment 3,603,604 2,741,514 Less: accumulated depreciation (149,690 ) (58,500 ) Property, plant and equipment, net $ 3,453,914 $ 2,683,014 |
Business Combination (Tables)
Business Combination (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Business Combinations [Abstract] | |
Schedule of purchase price | Cash $ 1,059,600 Earnout liability — Settlement of accounts receivable and net contract liabilities (94,980 ) $ 964,620 |
Schedule of purchase price to the assets acquired and liabilities | Cash and cash equivalents $ 316,432 Accounts receivable 252,557 Inventories 130,799 Prepaid expenses and other current assets 7,400 Property, plant and equipment 1,154,818 Right-of-use assets 57,120 Goodwill 85,810 Intangible assets 68,344 Accounts payable and accrued expenses (733,529 ) Assumed liabilities (285,204 ) Contract liabilities (32,807 ) Lease liability (57,120 ) $ 964,620 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Schedule of balance sheet information | Balance Sheet Location March 31, 2021 Operating Leases Right-of-use assets, net $ 1,538,885 Current liabilities Lease liability, current maturities (413,084 ) Non-current liabilities Lease liability, net of current maturities (1,126,283 ) Total operating lease liabilities $ (1,539,367 ) Finance Leases Right-of-use assets $ 46,653 Current liabilities Lease liability, current maturities (19,059 ) Non-current liabilities Lease liability, net of current maturities (26,318 ) Total finance lease liabilities $ (45,377 ) Weighted Average Remaining Lease Term Operating leases 4.15 years Finance leases 2.36 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 2021 $ 340,209 $ 15,120 $ 355,329 2022 401,622 20,160 421,782 2023 330,300 11,760 342,060 2024 324,000 - 324,000 2025 243,000 - 243,000 Total lease payments 1,639,131 47,040 1,686,171 Less: Imputed interest 99,764 1,663 101,427 Present value of lease liabilities $ 1,539,367 $ 45,377 $ 1,584,744 |
Construction Backlog (Tables)
Construction Backlog (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Schedule of backlog of signed construction and engineering contracts | 2021 2020 Balance - beginning of period $ 25,117,461 $ 17,634,261 New contracts and change orders during the period 1,047,324 13,816,785 Adjustments and cancellations, net — (27,370 ) Subtotal 26,164,785 31,423,676 Less: contract revenue earned during the period (3,293,305 ) (6,306,215 ) Balance - end of period $ 22,871,480 $ 25,117,461 |
Construction Backlog [Member] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Summary of expects to satisfy remaining unsatisfied performance obligation | 2021 Within 1 year $ 10,015,230 1 to 2 years 12,856,250 Total Backlog $ 22,871,480 |
Share-based Compensation (Table
Share-based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Stock Options and Grants [Abstract] | |
Schedule of stock-based compensation expense included in statement of operations | Three Months Ended March 31, 2021 2020 Payroll and related expenses $ 286,186 $ 38,764 Total $ 286,186 $ 38,764 Three Months Ended March 31, 2021 2020 Stock options $ 2,666 $ 2,667 Restricted Stock Units 283,520 36,097 Total $ 286,186 $ 38,764 |
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 36,437 $ 35.54 $ 78.71 6.34 $ — Granted — — — — — Exercised — — — — — Cancelled — — — — — Outstanding – March 31, 2021 36,437 24.80 78.71 6.09 $ — Exercisable – December 31, 2020 36,332 24.80 78.67 6.34 — Exercisable – March 31, 2021 36,437 $ 24.80 $ 78.71 6.09 $ — |
Schedule of RSU activities | Number of Shares Non-vested balance at January 1, 2021 527,504 Granted — Vested — Forfeited/Expired — Non-vested balance at March 31, 2021 527,504 |
Description of Business (Detail
Description of Business (Details) - shares | Feb. 05, 2020 | Mar. 31, 2021 | Dec. 31, 2020 |
Description of Business (Textual) | |||
Reverse stock split | 1-for-20 | ||
Common stock, shares issued | 8,821,289 | 8,596,189 | |
Common stock, shares outstanding | 8,821,289 | 8,596,189 |
Liquidity (Details)
Liquidity (Details) | Mar. 31, 2021USD ($) |
Liquidity [Line Items] | |
Total Backlog | $ 22,871,480 |
Within 1 year [Member] | |
Liquidity [Line Items] | |
Total Backlog | 10,015,230 |
1 to 2 years [Member] | |
Liquidity [Line Items] | |
Total Backlog | $ 12,856,250 |
Liquidity (Details Textual)
Liquidity (Details Textual) - USD ($) | 1 Months Ended | ||||||
May 30, 2020 | Apr. 30, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | |
Liquidity (Textual) | |||||||
Cash and cash equivalents | $ 10,540,290 | $ 13,010,356 | $ 10,540,290 | $ 398,737 | $ 1,625,671 | ||
Cash backlog | $ 22,900,000 | ||||||
Net proceeds of offering | $ 15,596,141 | $ 1,522,339 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue by customer type | $ 9,187,627 | $ 198,756 |
Total revenue by customer type, percentage | 100.00% | 100.00% |
Government Contract [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue by customer type | $ 1,085,480 | |
Total revenue by customer type, percentage | 12.00% | |
Hotel [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue by customer type | $ 170,426 | |
Total revenue by customer type, percentage | 2.00% | |
Medical Construction [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue by customer type | $ 251,560 | |
Total revenue by customer type, percentage | 3.00% | |
Multi-Family [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue by customer type | $ 44,746 | $ 30,672 |
Total revenue by customer type, percentage | 15.00% | |
Office [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue by customer type | $ 177,392 | $ 40,850 |
Total revenue by customer type, percentage | 1.00% | 21.00% |
Retail [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue by customer type | $ 42,015 | $ 121,070 |
Total revenue by customer type, percentage | 1.00% | 61.00% |
Special Use [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue by customer type | $ 1,460,045 | $ 6,164 |
Total revenue by customer type, percentage | 16.00% | 3.00% |
Subtotal [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue by customer type | $ 3,231,664 | $ 198,756 |
Total revenue by customer type, percentage | 35.00% | 100.00% |
Medical [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue by customer type | $ 5,955,963 | |
Total revenue by customer type, percentage | 65.00% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details 1) | Mar. 31, 2021USD ($) |
Accounting Policies [Abstract] | |
2021 | $ 125,470 |
2022 | 162,970 |
2023 | 161,176 |
2024 | 160,469 |
2025 | 157,051 |
Thereafter | 1,453,566 |
Total | $ 2,220,702 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details Textual) | Aug. 27, 2020shares | Mar. 31, 2021USD ($)VendorsCustomer | Mar. 31, 2020USD ($)Vendors | Dec. 31, 2020USD ($)Customer | Sep. 30, 2020USD ($) | Dec. 31, 2019USD ($) |
Summary of Significant Accounting Policies (Textual) | ||||||
Net loss attributable to noncontrolling interests | $ 889,527 | |||||
Revenue related to other activities | $ 5,863,358 | |||||
Operating Cycles | one year | |||||
Inventories | $ 934,079 | $ 778,144 | ||||
Goodwill impairment | 2,938,653 | |||||
Estimated useful lives | 5 years | |||||
Amortization expense | $ 10,196 | 10,197 | ||||
Short-term investment | 0 | 0 | ||||
Cash and cash equivalents | 10,540,290 | 398,737 | 13,010,356 | $ 10,540,290 | $ 1,625,671 | |
Repayments of Debt | 102,410 | |||||
Accounts receivable balance | 306,143 | |||||
Reimbursement from licensee for project costs | 102,217 | |||||
Deferred contract costs | 203,926 | |||||
Accumulated amortization | 10,196 | 10,197 | ||||
General and administrative expenses | $ 61,178 | |||||
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”) | |||||
Total cost | $ 16,900,000 | |||||
Minimum royalty payments one year | 500,000 | |||||
Minimum royalty payments two year | 750,000 | |||||
Minimum Royalty Payments Three Year | 1,500,000 | |||||
Minimum Royalty Payments Four Year | 2,000,000 | |||||
Minimum Royalty Payments Five Year | $ 2,500,000 | |||||
Description of restricted shares refusal agreement | Under the Agreement, the Company has a right of first refusal with respect to being engaged as a designer and builder of any real estate projects for which CMC has secured the rights to develop and in which CMC has a greater than fifty percent (50%) interest in the owner or developer entity and has the right to select the builder for such real estate project (the “ROFR Rights”). In exchange for such ROFR Rights, the Company agreed to issue to CMC 2,500 shares of restricted stock of the Company’s common stock, of which 1,250 shares vested on March 31, 2021 and the remaining 1,250 shares will vest and be issued on September 30, 2021, unless the Agreement is earlier terminated. In the event that the Agreement is earlier terminated, CMC will still be entitled to receive the entire amount of such restricted stock that has vested as of such earlier termination date, but in no event less than 1,250 shares of such restricted stock. The Agreement also provides 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. | |||||
Revenue recognized at point in time | $ 5,965,413 | |||||
Restricted stock or options issued, shares | shares | 200,000 | |||||
Intangible asset, description | Intangible assets consist of $2,766,000 of proprietary knowledge and technology, which is being amortized over 20 years. In addition, $97,164 of trademarks, and $47,800 of website costs are being amortized over 5 years. | |||||
Original Agreement [Member] | ||||||
Summary of Significant Accounting Policies (Textual) | ||||||
Concentration risk, percentage | 50.00% | |||||
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 | |||||
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 | |||||
Automobiles [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 | |||||
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 | |||||
Furniture and other equipment [Member] | Minimum [Member] | ||||||
Summary of Significant Accounting Policies (Textual) | ||||||
Estimated useful lives | 5 years | |||||
Furniture and other equipment [Member] | Maximum [Member] | ||||||
Summary of Significant Accounting Policies (Textual) | ||||||
Estimated useful lives | 7 years | |||||
Construction Materials [Member] | ||||||
Summary of Significant Accounting Policies (Textual) | ||||||
Inventories | $ 4,429 | 4,429 | ||||
Medical Equipment [Member] | ||||||
Summary of Significant Accounting Policies (Textual) | ||||||
Inventories | 929,650 | $ 773,715 | ||||
Vendors [Member] | ||||||
Summary of Significant Accounting Policies (Textual) | ||||||
Accumulated amortization | 1,650,595 | |||||
Amortization expense | 40,407 | $ 36,280 | ||||
Accounts receivable [Member] | ||||||
Summary of Significant Accounting Policies (Textual) | ||||||
Concentration risk, percentage | 79.00% | |||||
Number of customers | Customer | 3 | |||||
Accounts receivable balance | $ 140,258 | |||||
Revenue [Member] | ||||||
Summary of Significant Accounting Policies (Textual) | ||||||
Concentration risk, percentage | 80.00% | 73.00% | ||||
Number of customers | Customer | 2 | |||||
Number of vendors | Vendors | 4 | |||||
Revenue recognized | $ 60,110 | |||||
Cost of revenue [Member] | ||||||
Summary of Significant Accounting Policies (Textual) | ||||||
Concentration risk, percentage | 90.00% | |||||
Number of vendors | Vendors | 2 | 3 |
Accounts Receivable (Details)
Accounts Receivable (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Summary of accounts receivable | ||
Total gross receivables | $ 4,012,821 | $ 3,431,522 |
Less: allowance for doubtful accounts | (795,914) | (795,914) |
Total net receivables | 3,216,907 | 2,635,608 |
Construction services [Member] | ||
Summary of accounts receivable | ||
Total gross receivables | 2,049,179 | 1,391,555 |
Engineering services [Member] | ||
Summary of accounts receivable | ||
Total gross receivables | 68,223 | 86,264 |
Medical [Member] | ||
Summary of accounts receivable | ||
Total gross receivables | 1,098,271 | 1,157,819 |
Retainage receivable [Member] | ||
Summary of accounts receivable | ||
Total gross receivables | 615,136 | 615,136 |
Other receivable [Member] | ||
Summary of accounts receivable | ||
Total gross receivables | $ 182,012 | $ 180,748 |
Accounts Receivable (Details Te
Accounts Receivable (Details Textual) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Accounts Receivable (Textual) | ||
Recoveries collected for doubtful accounts | $ 795,914 | $ 10,018 |
Contract Assets and Contract _3
Contract Assets and Contract Liabilities (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Costs and estimated earnings on uncompleted contracts | ||
Costs incurred on uncompleted contracts | $ 6,280,201 | $ 4,572,581 |
Estimated earnings to date on uncompleted contracts | (350,587) | 872,302 |
Gross contract assets | 5,929,614 | 5,444,883 |
Less: billings to date | (5,160,365) | (5,916,487) |
Net contract assets (liabilities), on uncompleted contracts | $ 769,249 | $ (471,604) |
Contract Assets and Contract _4
Contract Assets and Contract Liabilities (Details 1) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Costs and estimated earnings amounts on uncompleted contracts included in balance sheets | ||
Contract assets | $ 1,902,577 | $ 1,303,136 |
Contract liabilities | (1,133,328) | (1,774,740) |
Net contract assets (liabilities) | $ 769,249 | $ (471,604) |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 |
Schedule of company's equipment | |||
Property, plant and equipment | $ 3,603,604 | $ 2,741,514 | |
Less: accumulated depreciation | (149,690) | (58,500) | |
Property, plant and equipment, net | 3,453,914 | 2,683,014 | |
Automobiles [Member] | |||
Schedule of company's equipment | |||
Property, plant and equipment | 4,638 | 4,638 | |
Computer equipment and software [Member] | |||
Schedule of company's equipment | |||
Property, plant and equipment | 119,437 | 73,991 | |
Furniture and other equipment [Member] | |||
Schedule of company's equipment | |||
Property, plant and equipment | 16,286 | 11,593 | |
Leasehold Improvements [Member] | |||
Schedule of company's equipment | |||
Property, plant and equipment | 13,871 | 6,071 | |
Equipment and machinery [Member] | |||
Schedule of company's equipment | |||
Property, plant and equipment | 1,155,324 | 1,127,647 | |
Building held for leases [Member] | |||
Schedule of company's equipment | |||
Property, plant and equipment | 501,336 | 501,336 | |
Laboratory and temporary units [Member] | |||
Schedule of company's equipment | |||
Property, plant and equipment | 1,350,197 | $ 1,016,238 | |
Construction in progress [Member] | |||
Schedule of company's equipment | |||
Property, plant and equipment | $ 442,515 |
Property, Plant and Equipment_3
Property, Plant and Equipment (Details Textual) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Property, plant and equipment (Textual) | ||
Depreciation expense | $ 91,190 | $ 924 |
Notes Receivable (Details)
Notes Receivable (Details) - USD ($) | 1 Months Ended | |||
May 31, 2020 | Apr. 30, 2020 | Jan. 21, 2020 | Jun. 30, 2017 | |
Notes Receivable (Textual) | ||||
Maturity date | May 5, 2025 | Jun. 21, 2023 | ||
Company Note [Member] | ||||
Notes Receivable (Textual) | ||||
Advances in note receivable | $ 250,000 | |||
Interest rate | 5.00% | |||
Loaned amount | $ 250,000 | |||
Notes Receivable [Member] | ||||
Notes Receivable (Textual) | ||||
Interest rate | 5.00% | |||
Maturity date | Jul. 31, 2023 | Jul. 31, 2023 | ||
Notes Receivable [Member] | Company Note [Member] | ||||
Notes Receivable (Textual) | ||||
Advances in note receivable | $ 400,000 | |||
Loaned amount | 400,000 | |||
Notes Receivable [Member] | Galvin Note [Member] | ||||
Notes Receivable (Textual) | ||||
Advances in note receivable | 100,000 | |||
Loaned amount | $ 100,000 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | Feb. 04, 2020 | May 31, 2020 | Jun. 30, 2017 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 |
Note Payable (Textual) | ||||||
Aggregate principal amount | $ 200,000 | |||||
Maturity date | May 5, 2025 | Jun. 21, 2023 | ||||
Investor [Member] | ||||||
Note Payable (Textual) | ||||||
Notes issued | $ 200,000 | |||||
Unpaid accrued interest | $ 6,263 | |||||
Conversion of stock, shares converted | 73,665 | |||||
Securities Purchase Agreement [Member] | Investor [Member] | ||||||
Note Payable (Textual) | ||||||
Aggregate principal amount | $ 200,000 | |||||
Interest rate | 9.00% | |||||
Maturity date | Jul. 31, 2023 |
Business Combination (Detail)
Business Combination (Detail) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Business Combinations [Abstract] | |
Cash | $ 1,059,600 |
Earnout liability | |
Settlement of accounts receivable and net contract liabilities | (94,980) |
Purchase consideration | $ 964,620 |
Business Combination (Details 1
Business Combination (Details 1) | Mar. 31, 2021USD ($) |
Business Combinations [Abstract] | |
Cash and cash equivalents | $ 316,432 |
Accounts receivable | 252,557 |
Inventories | 130,799 |
Prepaid expenses and other current assets | 7,400 |
Property, plant and equipment | 1,154,818 |
Right-of-use assets | 57,120 |
Goodwill | 85,810 |
Intangible assets | 68,344 |
Accounts payable and accrued expenses | (733,529) |
Assumed liabilities | (285,204) |
Contract liabilities | (32,807) |
Lease liability | (57,120) |
Total | $ 964,620 |
Business Combination (Detail Te
Business Combination (Detail Textual) - USD ($) | Mar. 31, 2021 | Sep. 17, 2020 |
Business Combinations [Abstract] | ||
Cash | $ 1,059,600 | |
Initial contingent consideration liability | $ 0 |
Leases (Details)
Leases (Details) | Mar. 31, 2021USD ($) |
Operating Leases | |
Right of use assets, net | $ 1,538,885 |
Current liabilitie | (413,084) |
Non-current liabilities | (1,126,283) |
Total operating lease liabilities | 1,539,367 |
Finance Leases | |
Right of use assets | 46,653 |
Current liabilities | (19,059) |
Non-current liabilities | (26,318) |
Total finance lease liabilities | $ 45,377 |
Weighted Average Remaining Lease Term | |
Operating leases | 4 years 1 month 24 days |
Finance leases | 2 years 4 months 9 days |
Weighted Average Discount Rate | |
Operating leases | 3.00% |
Operating leases | 3.00% |
Leases (Details 1)
Leases (Details 1) | Mar. 31, 2021USD ($) |
Leases [Abstract] | |
2021 | $ 355,329 |
2022 | 421,782 |
2023 | 342,060 |
2024 | 324,000 |
2025 | 243,000 |
Total lease payments | 1,686,171 |
Less: Imputed interest | 101,427 |
Present value of lease liabilities | 1,584,744 |
Operating | |
2021 | 340,209 |
2022 | 401,622 |
2023 | 330,300 |
2024 | 324,000 |
2025 | 243,000 |
Total lease payments | 1,639,131 |
Less: Imputed interest | 99,764 |
Present value of lease liabilities | 1,539,367 |
Financing | |
2021 | 15,120 |
2022 | 20,160 |
2023 | 11,760 |
2024 | |
2025 | |
Total lease payments | 47,040 |
Less: Imputed interest | 1,663 |
Present value of lease liabilities | $ 45,377 |
Leases (Details Textual)
Leases (Details Textual) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Lessee, Lease, Description [Line Items] | |
CAT lease term | 18 months |
Leases, description | The leases have remaining lease terms of two and a half years to five years. The plant lease includes an option to extend the lease for up to five years. |
Sublease term | 1 year |
Future lease revenue for the remaining period of 2021 | $ 1,440,000 |
Future lease revenue for the period of 2022 | $ 320,000 |
Net Income (Loss) Per Share (De
Net Income (Loss) Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Non-employees [Member] | ||
Net Income (Loss) Per Share (Textual) | ||
Warrants to purchase shares of common stock | 36,436 | 52,337 |
Non-Director [Member] | ||
Net Income (Loss) Per Share (Textual) | ||
Warrants to purchase shares of common stock | 884,343 | 9,187 |
Restricted Stock Units [Member] | ||
Net Income (Loss) Per Share (Textual) | ||
Warrants to purchase shares of common stock | 128,090 | 53,190 |
Construction Backlog (Details)
Construction Backlog (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Construction Backlog [Abstract] | ||
Balance - beginning of period | $ 25,117,461 | $ 17,634,261 |
New contracts and change orders during the period | 1,047,324 | 13,816,785 |
Adjustments and cancellations, net | (27,370) | |
Subtotal | 26,164,785 | 31,423,676 |
Less: contract revenue earned during the period | (3,293,305) | (6,306,215) |
Balance - end of period | $ 22,871,480 | $ 25,117,461 |
Construction Backlog (Details 1
Construction Backlog (Details 1) | Mar. 31, 2021USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total Backlog | $ 22,871,480 |
Within 1 year [Member] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total Backlog | 10,015,230 |
1 to 2 years [Member] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total Backlog | $ 12,856,250 |
Construction Backlog (Details T
Construction Backlog (Details Textual) | 3 Months Ended | ||
Mar. 31, 2021USD ($)Item | Dec. 31, 2020USD ($)Item | Dec. 31, 2019USD ($) | |
Construction Backlog (Textual) | |||
Total Backlog | $ 22,871,480 | ||
Construction backlog contract amount | $ 2,400,000 | ||
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 | ||
Exclusive License Agreement [Member] | |||
Construction Backlog (Textual) | |||
Number of large contracts | Item | 1 | 3 | |
Contract Two [Member] | Exclusive License Agreement [Member] | |||
Construction Backlog (Textual) | |||
Construction backlog contract amount | $ 800,000 | ||
Contract One [Member] | Exclusive License Agreement [Member] | |||
Construction Backlog (Textual) | |||
Construction backlog contract amount | 2,700,000 | ||
Contract Three [Member] | Exclusive License Agreement [Member] | |||
Construction Backlog (Textual) | |||
Construction backlog contract amount | $ 700,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | May 15, 2020 | May 31, 2020 | Apr. 30, 2020 | Oct. 26, 2016 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 |
Stockholders' Equity (Textual) | |||||||
Issuance of Successor common stock, shares | 6,900,000 | 6,000,000 | 440,000 | 1,125,000 | |||
Warrants issued | $ 703,438 | ||||||
Options granted to purchase common stock | 900,000 | ||||||
Exercise of stock options, Shares | |||||||
Common stock exercise price | $ 0.01 | ||||||
Shares of common stock | 900,000 | ||||||
Underwriting discounts and commissions and other offering expenses | $ 15,596,141 | $ 1,522,339 | |||||
Debt issuance costs, net | $ 1,653,859 | $ 347,661 | |||||
Common stock to the underwriter | 300,000 | ||||||
Common stock, shares authorized | 25,000,000 | 25,000,000 | |||||
IPO [Member] | |||||||
Stockholders' Equity (Textual) | |||||||
Common stock, per share | $ 2.50 | $ 4.25 |
Warrants (Details)
Warrants (Details) - USD ($) | 1 Months Ended | |||||
May 31, 2020 | May 31, 2020 | Aug. 31, 2019 | Apr. 30, 2019 | Jun. 30, 2017 | May 15, 2020 | |
Warrants (Textual) | ||||||
Aggregate purchase warrants | 300,000 | |||||
Common stock exercise price | $ 3.14 | $ 3.14 | ||||
Maturity date | May 5, 2025 | Jun. 21, 2023 | ||||
Shares of common stock | 900,000 | |||||
October 29, 2019 and expire October 29, 2024 [Member] | ||||||
Warrants (Textual) | ||||||
Aggregate purchase warrants | 42,388 | |||||
Common stock exercise price | $ 27.50 | |||||
Maturity date | Oct. 29, 2024 | |||||
October 29, 2019 and expire April 24, 2024 [Member] | ||||||
Warrants (Textual) | ||||||
Aggregate purchase warrants | 4,239 | |||||
Common stock exercise price | $ 27.50 | |||||
Maturity date | Apr. 24, 2024 | |||||
February 1, 2020 and expire August 29, 2024 [Member] | ||||||
Warrants (Textual) | ||||||
Aggregate purchase warrants | 2,250 | |||||
Common stock exercise price | $ 21.25 | |||||
Maturity date | Aug. 29, 2024 | |||||
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 |
Share-based Compensation (Detai
Share-based Compensation (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Stock-Based Compensation Expense | ||
Total | $ 286,186 | $ 38,764 |
Stock options [Member] | ||
Stock-Based Compensation Expense | ||
Total | 2,666 | 2,667 |
Restricted Stock Units [Member] | ||
Stock-Based Compensation Expense | ||
Total | 283,520 | 36,097 |
Share-based Payment Arrangement [Member] | ||
Stock-Based Compensation Expense | ||
Total | 286,186 | 38,764 |
Share-based Payment Arrangement [Member] | Payroll and related expenses [Member] | ||
Stock-Based Compensation Expense | ||
Total | $ 286,186 | $ 38,764 |
Share-based Compensation (Det_2
Share-based Compensation (Details 2) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares Outstanding, Beginning balance | 36,437 | |
Shares, Granted | ||
Shares, Exercised | ||
Shares, Cancelled | ||
Shares Outstanding, Ending balance | 36,437 | 36,437 |
Shares, Exercisable | 36,437 | 36,332 |
Weighted Average Fair Value Per Share, Outstanding, Beginning balance | $ 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 | 24.80 | $ 35.54 |
Weighted Average Fair Value Per Share, Exercisable | 24.80 | 24.80 |
Weighted Average Exercise Price Per Share, Outstanding, Beginning balance | 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 |
Weighted Average Exercise Price Per Share, Exercisable | $ 78.71 | $ 78.67 |
Weighted Average Remaining Terms (in years), Outstanding, Beginning balance | 6 years 4 months 2 days | |
Weighted Average Remaining Terms (in years), Outstanding, Ending balance | 6 years 1 month 2 days | |
Weighted Average Remaining Terms (in years), Exercisable | 6 years 1 month 2 days | 6 years 4 months 2 days |
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 3) | 3 Months Ended |
Mar. 31, 2021shares | |
Stock Options and Grants [Abstract] | |
Number of Shares, Non-vested beginning | 527,504 |
Number of Shares, Granted | |
Number of Shares, Vested | |
Number of Shares, Forfeited/Expired | |
Number of Shares, Non-vested ending | 527,504 |
Share-based Compensation (Det_4
Share-based Compensation (Details Textual) | Sep. 23, 2020Consultants$ / shares | Aug. 27, 2020shares | May 15, 2020shares | Apr. 14, 2020 | Jan. 15, 2019 | Sep. 23, 2020Consultantsshares | May 31, 2020$ / sharesshares | Apr. 30, 2020shares | Mar. 22, 2019Consultants$ / shares | Feb. 26, 2019Employee | Oct. 26, 2016shares | Mar. 31, 2021USD ($)shares | Mar. 31, 2020USD ($) |
Stock Options and Grants (Textual) | |||||||||||||
Stock-based compensation | $ | $ 286,186 | $ 38,764 | |||||||||||
Restricted stock or options issued, shares | 200,000 | ||||||||||||
Fair value of stock price | $ / shares | $ 3.14 | ||||||||||||
Granted options to purchase | |||||||||||||
Number of consultants | Consultants | 1 | ||||||||||||
Award granted (in shares) | |||||||||||||
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, as adjusted for stock splits. | 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. | 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, as adjusted for stock splits. | ||||||||||
Stock Issued During Period, Shares, New Issues | 6,900,000 | 6,000,000 | 440,000 | 1,125,000 | |||||||||
Restricted Stock [Member] | |||||||||||||
Stock Options and Grants (Textual) | |||||||||||||
Recognized stock-based compensation expense | $ | $ 283,520 | 36,097 | |||||||||||
Mr. Galvin [Member] | |||||||||||||
Stock Options and Grants (Textual) | |||||||||||||
Number of employees | Employee | 6 | ||||||||||||
Fair value of award (in dollars per share) | $ / shares | $ 54 | ||||||||||||
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 Director [Member] | |||||||||||||
Stock Options and Grants (Textual) | |||||||||||||
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. | ||||||||||||
Mr. Armstrong [Member] | |||||||||||||
Stock Options and Grants (Textual) | |||||||||||||
Restricted stock or options issued, shares | 425,000 | ||||||||||||
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. | ||||||||||||
Mr. Sheeran [Member] | |||||||||||||
Stock Options and Grants (Textual) | |||||||||||||
Number of consultants | Consultants | 1 | 1 | |||||||||||
Fair value of award (in dollars per share) | $ / shares | $ 1.81 | ||||||||||||
2016 Plan [Member] | |||||||||||||
Stock Options and Grants (Textual) | |||||||||||||
Restricted stock or options issued, shares | 25,000 | ||||||||||||
Stock-Based Option [Member] | |||||||||||||
Stock Options and Grants (Textual) | |||||||||||||
Stock-based compensation | $ | $ 2,666 | $ 2,667 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | Feb. 11, 2020 | Jan. 31, 2020 | Jun. 21, 2019 | Sep. 12, 2018 | Jan. 31, 2019 | Jun. 15, 2020 |
Other Commitments [Line Items] | ||||||
Unpaid wages | $ 372,638 | $ 30,428.71 | ||||
Severance Amount | $ 300,000 | $ 300,000 | ||||
Teton Buildings, LLC [Member] | ||||||
Other Commitments [Line Items] | ||||||
Damages value | $ 2,861,401.66 | $ 761,401.66 | $ 2,100,000 |
Subsequent Event (Details)
Subsequent Event (Details) - Subsequent Event [Member] | 1 Months Ended |
May 12, 2021USD ($)aft²Item | |
Legal Proceedings | |
Subsequent Events | |
Number of units received | Item | 2,000,000 |
Texas | |
Subsequent Events | |
Area of land acquired | a | 50 |
Cash paid for acquisition of assets | $ | $ 3,500,000 |
Area of one and two-bedroom condominium units manufactured | ft² | 270,000 |