Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Apr. 11, 2022 | Jun. 30, 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-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, State or Province | FL | ||
Entity Address, Address Line One | 5011 Gate Parkway, | ||
Entity Address, Address Line Two | Building 100, Suite 100 | ||
Entity Address, City or Town | Jacksonville | ||
Entity Address, Postal Zip Code | 32256 | ||
City Area Code | (646) | ||
Local Phone Number | 240-4235 | ||
Title of 12(b) Security | Common Stock, par value $0.01 per share | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Interactive Data Current | Yes | ||
Entity Current Reporting Status | Yes | ||
Entity File Number | 001-38037 | ||
Entity Tax Identification Number | 95-4463937 | ||
Entity Shell Company | false | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Public Float | $ 48,471,319 | ||
Entity Common Stock, Shares Outstanding | 12,006,873 | ||
Auditor Name | Whitley Penn LLP | ||
Auditor Firm ID | 726 | ||
Auditor Location | Dallas, Texas |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 13,024,381 | $ 13,010,356 |
Accounts receivable, net | 2,917,646 | 2,635,608 |
Contract assets | 41,916 | 1,303,136 |
Inventories | 1,273,825 | 778,144 |
Prepaid expenses and other current assets | 656,279 | 570,775 |
Total current assets | 17,914,047 | 18,298,019 |
Property, plant and equipment, net | 6,839,943 | 2,683,014 |
Project development costs and other non-current assets | 923,172 | |
Goodwill | 1,309,330 | 1,309,330 |
Right-of-use asset | 1,210,053 | 1,537,545 |
Long-term notes receivable | 720,137 | 682,637 |
Intangible assets, net | 2,095,232 | 2,218,609 |
Deferred contract costs, net | 112,159 | 152,944 |
Investment in non-marketable securities | 200,000 | |
Investment in and advances to equity affiliates | 3,599,945 | |
Total Assets | 34,924,018 | 26,882,098 |
Current liabilities: | ||
Accounts payable and accrued expenses | 7,568,851 | 3,961,961 |
Contract liabilities | 1,437,579 | 1,774,740 |
Lease liability, current maturities | 337,469 | 326,654 |
Due to affiliates | 264,451 | 965,561 |
Assumed liability | 5,795 | 200,765 |
Short term note payable, net | 1,971,960 | |
Other current liabilities | 5,000 | |
Total current liabilities | 11,586,105 | 7,234,681 |
Long-Term Note Payable | 750,000 | |
Lease liability, net of current maturities | 872,124 | 1,209,594 |
Total liabilities | 13,208,229 | 8,444,275 |
Stockholders' equity: | ||
Preferred stock, $0.00 par value, 5,405,010 shares authorized; none issued or outstanding. | ||
Common stock, $0.01 par value, 25,000,000 shares authorized; 11,986,873 issued and outstanding as of December 31, 2021 and 8,596,189 issued and outstanding as of December 31, 2020. | 119,869 | 85,962 |
Additional paid-in capital | 53,341,405 | 40,443,840 |
Accumulated deficit | (33,109,220) | (22,276,546) |
Total SG Blocks, Inc. stockholders' equity | 20,352,054 | 18,253,256 |
Non-controlling interests | (1,363,735) | (184,567) |
Total Stockholders' equity | 21,715,789 | 18,437,823 |
Total Liabilities and Stockholders’ Equity | $ 34,924,018 | $ 26,882,098 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0 | $ 0 |
Preferred stock, shares authorized | 5,405,010 | 5,405,010 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 25,000,000 | 25,000,000 |
Common stock, shares issued | 11,986,873 | 8,596,189 |
Common stock, shares outstanding | 11,986,873 | 8,596,189 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue: | ||
Revenue | $ 38,341,702 | $ 8,755,623 |
Cost of revenue: | ||
Cost of revenue | 36,012,654 | 6,535,444 |
Gross profit | 2,329,048 | 2,220,179 |
Operating expenses: | ||
Payroll and related expenses | 4,186,642 | 2,992,207 |
General and administrative expenses | 3,788,024 | 3,449,849 |
Marketing and business development expense | 288,438 | 230,248 |
Pre-project expenses | 48,794 | 130,707 |
Total | 8,311,898 | 6,803,011 |
Operating loss | (5,982,850) | (4,582,832) |
Other income (expense): | ||
Interest expense | (1,254) | (9,275) |
Interest income | 57,266 | 61,675 |
Other income | 62,602 | 23,282 |
Loss on asset disposal | (44,081) | (1,012) |
Loss from equity affiliates | (55) | |
Total | 74,478 | 74,670 |
Loss before income taxes | (5,908,372) | (4,508,162) |
Income tax expense | ||
Net loss | (5,908,372) | (4,508,162) |
Add: net profit attributable to noncontrolling interests | 4,924,302 | 184,567 |
Net loss attributable to common stockholders of SG Blocks, Inc. | $ (10,832,674) | $ (4,692,729) |
Net loss per share attributable to SG Blocks, Inc. - basic and diluted: | ||
Basic and diluted | $ (1.16) | $ (0.79) |
Weighted average shares outstanding: | ||
Basic and diluted | 9,339,199 | 5,959,403 |
Construction services | ||
Revenue: | ||
Revenue | $ 6,537,941 | $ 4,104,917 |
Cost of revenue: | ||
Cost of revenue | 13,251,470 | 3,224,457 |
Engineering services | ||
Revenue: | ||
Revenue | 255,749 | 409,206 |
Cost of revenue: | ||
Cost of revenue | 154,126 | 322,853 |
Medical revenue | ||
Revenue: | ||
Revenue | 31,548,012 | 4,241,500 |
Cost of revenue: | ||
Cost of revenue | $ 22,607,058 | $ 2,988,134 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) | Total | 0.01 Par Value Common Stock | Preferred Stock | Additional Paid-in Capital | Accumulated Deficit | SG Blocks Stockholders' Equity | Noncontrolling interests |
Beginning balance at Dec. 31, 2019 | $ 4,360,149 | $ 11,579 | $ 21,932,387 | $ (17,583,817) | $ 4,360,149 | ||
Beginning Balance, Shares at Dec. 31, 2019 | 1,157,890 | ||||||
Stock-based compensation | 1,261,215 | 1,261,215 | 1,261,215 | ||||
Conversion of restricted stock units to common stock | $ 246 | (246) | |||||
Conversion of restricted stock units to common stock, Shares | 24,672 | ||||||
Reverse stock split settlement | (122) | (122) | (122) | ||||
Reverse stock split settlement, Shares | (38) | ||||||
Conversion of debt exchange to common stock | 206,263 | $ 737 | 205,526 | 206,263 | |||
Conversion of debt exchange to common stock, Shares | 73,665 | ||||||
Issuance of common stock, net of issuance costs | 17,118,480 | $ 73,400 | 17,045,080 | 17,118,480 | |||
Issuance of common stock, net of issuance costs, Shares | 7,340,000 | ||||||
Net loss | (4,508,162) | (4,692,729) | (4,692,729) | 184,567 | |||
Ending balance at Dec. 31, 2020 | 18,437,823 | $ 85,962 | 40,443,840 | (22,276,546) | 18,253,256 | 184,567 | |
Ending Balance, Shares at Dec. 31, 2020 | 8,596,189 | ||||||
Stock-based compensation | 1,736,531 | 1,736,531 | 1,736,531 | ||||
Conversion of restricted stock units to common stock | |||||||
Reverse stock split settlement | 707,188 | 2,263 | 704,925 | 707,188 | |||
Conversion of debt exchange to common stock | 10,487,753 | $ 31,644 | 10,456,109 | 10,487,753 | |||
Conversion of debt exchange to common stock, Shares | 226,300 | ||||||
Issuance of common stock, net of issuance costs | |||||||
Issuance of common stock, net of issuance costs, Shares | 3,164,384 | ||||||
Noncontrolling interest distribution | (3,745,134) | (3,745,134) | |||||
Net loss | (5,908,372) | (10,832,674) | (10,832,674) | 4,924,302 | |||
Ending balance at Dec. 31, 2021 | $ 21,715,789 | $ 119,869 | $ 53,341,405 | $ (33,109,220) | $ 20,352,054 | $ 1,363,735 | |
Ending Balance, Shares at Dec. 31, 2021 | 11,986,873 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (5,908,372) | $ (4,508,162) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation expense | 398,744 | 50,655 |
Amortization of intangible assets | 165,877 | 148,541 |
Amortization of deferred license costs | 40,785 | 40,786 |
Bad debt expense and recoveries | 167,202 | 10,018 |
Interest income on notes receivable | (37,500) | (32,637) |
Stock-based compensation | 1,647,391 | 1,261,215 |
Loss on asset disposal | 44,081 | 1,012 |
Loss on equity affiliates | 55 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (449,240) | (890,531) |
Contract assets | 1,261,220 | (1,166,692) |
Inventories | (495,681) | (647,345) |
Prepaid expenses and other current assets | (61,778) | (489,437) |
Right of use asset | 473,331 | 81,256 |
Accounts payable and accrued expenses | 3,606,889 | 1,129,189 |
Contract liabilities | (337,161) | 1,236,174 |
Due to affiliates | (701,110) | 965,561 |
Other current liability | (5,000) | 5,000 |
Lease liability | (472,492) | (82,553) |
Net cash used in operating activities | (662,759) | (2,887,950) |
Cash flows used in investing activities: | ||
Purchase of property, plant and equipment | (4,824,756) | (1,568,115) |
Purchase of Echo DCL, LLC, net of cash acquired | (743,168) | |
Purchase of intangible asset | (42,500) | |
Proceeds from sale of equipment | 225,000 | |
Advances in notes receivable | (650,000) | |
Payment on assumed liability of acquired assets | (194,969) | (84,440) |
Project development costs | (630,470) | |
Payment on security deposit | (203,562) | |
Investment in non-marketable securities | (200,000) | |
Investment in and advances to equity affiliates | (3,600,000) | |
Net cash used in investing activities | (9,471,257) | (3,045,723) |
Cash flows provided by financing activities: | ||
Proceeds from public stock offering and other private placements, net of issuance costs | 10,487,753 | 17,118,480 |
Proceeds from conversion of warrants to common stock | 707,188 | |
Proceeds from short-term note payable | 2,000,000 | |
Payments on debt issuance costs | (51,766) | |
Proceeds from long-term note payable | 750,000 | 200,000 |
Distribution paid to noncontrolling interest | (3,745,134) | |
Settlement of common stock from reverse stock split | (122) | |
Net cash provided by financing activities | 10,148,041 | 17,318,358 |
Net increase in cash and cash equivalents | 14,025 | 11,384,685 |
Cash and cash equivalents - beginning of year | 13,010,356 | 1,625,671 |
Cash and cash equivalents - end of year | 13,024,381 | 13,010,356 |
Supplemental disclosure of cash flow information: | ||
Cash paid during the period for Interest | 562 | 2,614 |
Supplemental disclosure of non-cash operating activities: | ||
Non-cash conversion of long term debt | 200,000 | |
Non-cash conversion of interest expense of long term debt | $ 6,263 |
Description of Business
Description of Business | 12 Months Ended |
Dec. 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 deliver them on-site, where the customer or a customer’s general contractor will complete the entire finish out and installation. The second product offering involves replicating the process to create the GreenSteel product and, in addition, installing selected materials, finishes and systems (including, but not limited to floors, windows, doors, interior painting, electrical wiring and fixtures, plumbing outlets and bathrooms, roofing system) and delivering SGBlocks pre-fabricated containers to the site for a third party licensed general contractor to complete the final finish out and installation. Finally, the third product offering is the completely fabricated and finished SGBlocks building (including but not limited to floors, windows, doors, interior painting, electrical wiring and fixtures, plumbing outlets and bathrooms, roofing systems), including erecting the final unit on site and completing any other final steps. The building is ready for occupancy and/or use as soon as installation is completed. Construction administration and/or project management services are typically included in our product offerings. The Company also provides engineering and project management services related to the use and modification of Modules in construction. 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 11. The Company acquired substantially all the assets of Echo DCL, a Texas limited liability company, except for Echo's real estate holdings for which the Company obtained a right of first refusal. Echo is a container/modular manufacturer based in Durant, Oklahoma specializing in the design and construction of permanent modular and temporary modular buildings and was one of the Company's key supply chain partners. Echo caters to the military, education, administration facilities, healthcare, government, commercial and residential customers. This acquisition has allowed the Company to expand its reach for the Modules and offer an opportunity to vertically integrate a large portion of the Company's cost of goods sold, as well as increase margins, productivity and efficiency in the areas of design, estimating, manufacturing and delivery and to become the manufacturer of the Company's core container and modular product offerings. 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 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. (“SG DevCorp”), which is wholly-owned by the Company. SG DevCorp was formed with the purpose of real property development utilizing the Company's technologies. SG DevCorp has a minority interest in Norman Berry II Owners LLC and JDI-Cumberland Inlet LLC as described further below. Reverse Stock Split On February 5, 2020, the Company effected a 1-for- 20 As of December 31, 2021, the Company had 11,986,873 shares of common stock issued and outstanding. |
Liquidity
Liquidity | 12 Months Ended |
Dec. 31, 2021 | |
Liquidity [Abstract] | |
Liquidity | 2. Liquidity As of December 31, 2021, the Company had cash and cash equivalents of $13,024,381 and a backlog of approximately $3.2 million. See Note 13 for a discussion of construction backlog. Based on the Company's conversations with key customers, the Company anticipates its backlog to convert to revenue over the following period: 2021 Within 1 year $ 3,217,909 1 to 2 years — Thereafter — Total Backlog $ 3,217,909 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 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. See Note 17 for a discussion on these public offerings. The Company completed a public and concurrent private offering in October 2021, which resulted in net proceeds of approximately $10,488,000. See Note 17 for a discussion on the public and concurrent private offering. 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 With the global spread of the ongoing novel coronavirus ("COVID-19") pandemic during 2020, the Company implemented business continuity plans designed to address and mitigate the impact of the COVID-19 pandemic on its employees and business. Any quarantines, the timing and length of containment and eradication solutions, travel restrictions, absenteeism by infected workers, labor shortages or other disruptions to the Company's suppliers and contract manufacturers or customers would likely adversely impact the Company's sales and operating results and result in further project delays. In addition, the pandemic could result in an economic downturn that could affect the demand for the Company's products. Order lead times could be extended or delayed and pricing could increase. Some products or services may become unavailable if the regional or global spread were significant enough to prevent alternative sourcing. Accordingly, the Company is considering alternative product sourcing in the event that product supply becomes problematic. The Company expects this global pandemic to have an impact on the Company's revenue and results of operations, the size and duration of which the Company is currently unable to predict. In addition, to the extent the ongoing COVID-19 pandemic adversely affects the Company's business and results of operations, it may also have the effect of heightening many of the other risks and uncertainties which the Company faces. The Company has been impacted by COVID-19 with supply chain distributions, absenteeism by infected workers and skilled labor shortages which has caused delays in projects and the Company could be further impacted if the COVID-19 pandemic continues. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 3. Summary of Significant Accounting Policies Basis of presentation and principals of consolidation – The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and the applicable rules and regulations of the United States Securities and Exchange Commission (“SEC”) and include the accounts of the Company and its wholly owned subsidiaries, SG Building Blocks, Inc., SG Residential, Inc. and SG Echo, LLC. All intercompany balances and transactions are eliminated. Investments in 50 Recently adopted accounting pronouncements - New accounting pronouncements implemented by the Company are discussed below or in the related notes, where appropriate. Accounting estimates stock-based compensation, accounts receivable reserves, inventory valuations, goodwill, the valuation allowance related to the Company’s deferred tax assets, the carrying amount of intangible assets, right of use assets and the recoverability and useful lives of long-lived assets. Certain of the Company’s estimates could be affected by external conditions, including those unique to the Company and general economic conditions. It is reasonably possible that these external factors could have an effect on the Company’s estimates and could cause actual results to differ from those estimates. Operating cycle – The length of the Company’s contracts varies, but is typically between six twelve one year Revenue recognition The Company determines, at contract inception, whether it will transfer control of a promised good or service over time or at a point in time, regardless of the length of contract or other factors. The recognition of revenue aligns with the timing of when promised goods or services are transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. ( 1 Identify the contract with a customer ( 2 Identify the performance obligations in the contract ( 3 Determine the transaction price ( 4 Allocate the transaction price to performance obligations in the contract ( 5 Recognize revenue as performance obligations are satisfied On certain contracts, the Company applies recognition of revenue over time, which is similar to the method the Company applied under previous guidance (i.e. percentage of completion). Due to uncertainties inherent in the estimation process, it is possible that estimates of costs to complete a performance obligation will be revised in the near-term. For those performance obligations for which revenue is recognized using a cost-to-cost input method, changes in total estimated costs, and related progress toward complete satisfaction of the performance obligation, are recognized on a cumulative catch-up basis in the period in which the revisions to the estimates are made. When the current estimate of total costs for a performance obligation indicate a loss, a provision for the entire estimated loss on the unsatisfied performance obligation is made in the period in which the loss becomes evident. For product or equipment sales, the Company applies recognition of revenue when the customer obtains control over such goods, which is at a point in time. On October 3, 2019, the Company entered into an Exclusive License Agreement (“ELA” ) pursuant to which it granted an exclusive license for its technology as outlined in the ELA. The ELA is described below. Under the ELA, the Company was to receive royalty payments based upon gross revenues earned by the licensee for commercialized products within the field of design and project management platforms for residential use, including single-family residences and multi-family residences, but excluding military housing. The Company has determined that the ELA granted the licensee a right to access the Company’s intellectual property throughout the license period (or its remaining economic life, if shorter), and thus recognizes revenue over time as the licensee recognized revenue and the Company has the right to payment of royalties. No revenue has been recognized under the ELA for the year ended December 31, 2021. On June 15, 2021, the Company terminated the ELA that was executed on October 3, 2019 which is discussed below. CMC Right of First Refusal Agreement – Agreement CMC ROFR Rights unless the Agreement is earlier terminated. the event that the Agreement was earlier terminated, CMC was entitled to receive the entire amount of such restricted stock that had vested as of such earlier termination date, but in no event less than 1,250 2,500 The Agreement also provided that CMC has engaged the Company to build and design, in the aggregate, approximately 100 residential and commercial units at 1100 Ridge Avenue, Atlanta, Georgia, which is known as the “Ridge Avenue, Atlanta Project.” The total expected gross revenue to the Company for the project to be derived by CMC is approximately $16,900,000. The project is a residential project but it was not subject to the recently terminated ELA. The planning stage of the project was initially delayed due to COVID-19. The Company is no longer participating on Ridge Avenue as CMC has decided to proceed with this project as a traditional construction build. The Company has reported this as a cancellation within the Company's backlog footnote, see Note 13 on this discussion. No revenue has been recognized under the Agreement during the year ending December 31, 2021. 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. the year ended December 31, 2021 , the Company recognized approximately $31.4 million Disaggregation of Revenues The Company’s revenues are primarily derived from two segments, construction related to Modules projects and medical revenue derived from lab testing and test kit sales. The Company's contracts are with customers in various industries. Revenue recognized at a point in time and recognized over time were $30,744,769 and $7,596,933, respectively, for the year ended December 31, 2021. Revenue recognized at a point in time and recognized over time were $ , respectively, for the year ended December 31, 2020. The following tables provide further disaggregation of the Company’s revenues by categories: Twelve Months Ended December 31, Revenue by Segments and Customer Type 2021 2020 Construction Segment: Government $ 2,335,031 6 % $ 751,697 9 % Hotel/Hospitality 1,110,303 3 % 487,111 6 % Multi-Family (includes Single Family) 103,672 — % 126,222 1 % Medical (construction services) 495,122 1 % 778,883 9 % Office 534,001 2 % 191,505 2 % Retail 285,177 1 % 427,444 5 % School — — % 36,500 — % Special Use 1,930,384 5 % 1,414,761 16 % Other (1) — — % 300,000 3 % Total Construction Revenue Segment (includes engineering service revenue) $ 6,793,690 18 % $ 4,514,123 51 % Medical Revenue Segment (includes lab testing, kit sales and equipment) $ 31,548,012 82 % $ 4,241,500 49 % Total Revenue by Segments and Customer Type $ 38,341,702 100 % $ 8,755,623 100 % (1) Construction fee of $ 300,000 with no cost of revenue during 2020 . Contract Assets and Contract Liabilities Accounts receivable are recognized in the period when the Company’s right to consideration is unconditional. Accounts receivable are recognized net of an allowance for credit losses. A considerable amount of judgment is required in assessing the likelihood of realization of receivables. The timing of revenue recognition may differ from the timing of invoicing to customers. Contract assets include unbilled amounts from long-term construction services when revenue recognized under the cost-to-cost measure of progress exceeds the amounts invoiced to customers, as the amounts cannot be billed under the terms of our contracts. Such amounts are recoverable from customers based upon various measures of performance, including achievement of certain milestones, completion of specified units or completion of a contract. Contract assets are generally classified as current within the consolidated balance sheets. Contract liabilities from construction and engineering contracts occur when amounts invoiced to customers exceed revenues recognized under the cost-to-cost measure of progress. Contract liabilities additionally include advanced payments from customers on certain contracts. Contract liabilities decrease as the Company recognizes revenue from the satisfaction of the related performance obligation. Contract liabilities are generally classified as current within the consolidated balance sheet. Although the Company believes it has established adequate procedures for estimating costs to complete on open contracts, it is at least reasonably possible that additional significant costs could occur on contracts prior to completion. The Company periodically evaluates and revises its estimates and makes adjustments when they are considered necessary. Deferred Contract Costs - Prior to entering into the ELA, the Company was subject to an agreement to construct and develop a certain property (“Original Agreement”), which now was subject to the ELA. Because of this, the Company is no longer obliged to its Original Agreement. Upon entering the ELA, the Company had an outstanding accounts receivable balance of $306,143 which was forfeited and recognized this amount as deferred contract costs. This amount was offset by $102,217 which was reimbursement from the licensee for project costs on this project. The Company incurred total deferred contract costs of $203,926 . The Company considered this amount an incremental cost of obtaining that ELA, because the Company expected to recover those costs through future royalty payments. The Company initially planned to amortize the asset over sixty months, which is the initial term of the ELA because the asset relates to the services transferred to the customer during the contract term. As of , accumulated amortization related to deferred contract costs amounted to $91,765 . During the years ended and 2020, amortization expense relating to the deferred contract costs amounted to $ 40,785 and $40,786 and is included in general and administrative expenses on the accompanying consolidated statements of operations. As previously mentioned, the ELA was terminated on June 15, 2021 but the Company expects to recover the deferred contract costs from the Assignment of Limited Rights Under Membership Interest Redemption Agreement, dated June 15, 2021 as described below. Exclusive License Agreement – On October 3, 2019, as amended on October 17, 2019, the Company entered into the ELA with CPF GP 2019-1 LLC (the “Licensee”), pursuant to which the Company granted the Licensee an exclusive license (the “License”) solely within the United States and its legal territories to the Company’s technology, intellectual property, any improvements thereto, and any related permits, in order to develop and commercialize products within the field of design and project management platforms for residential use, including single-family residences and multi-family residences, but excluding military housing. The Ridge Avenue Project has also been excluded from the License. The ELA had an initial term of five (5) years and was to automatically renew for subsequent five (5) year periods. The ELA provided for customary terminating provisions, including the right by the Company to terminate if the Licensee failed to make minimum royalty payments (as described below). In consideration for the License, during the initial term, the Licensee agreed to pay the Company a royalty of (x) five percent (5%) on the first $20,000,000 of gross revenues derived from the Licensee’s com mercialization of the License (net of customary discounts, sales taxes, delivery charges, and amounts for returns) (the “Gross Revenues”), (y) four and one-half percent (4.5%) on the next $30,000,000 of Gross Revenues, and (z) five percent (5%) on all Gross Revenues thereafter (collectively, the “Royalty”), subject to the following minimum royalty payments determined on a cumulative basis during the initial term: $500,000 in year 1, $750,000 in year 2, $1,500,000 in year 3, $2,000,000 in year 4, and $2,500,000 in year 5. In addition, to the extent the Licensee sublicensed any aspect of the License to a sub-licensee, the Licensee was obligated to pay to the Company percent (50 %) of all payments received by the Licensee from such sublicensee. The ELA provided for customary indemnification obligations between the parties and further provides that the Licensee will indemnify the Company for any claims arising out of the commercialization of the License by the Licensee or any of its subsidiaries, contractors, or sublicensees. On June 15, 2021, the Company terminated the ELA. In connection with the termination, the Company entered into a Settlement and Mutual Release Agreement (the “Settlement Agreement”) with CPF, the general partner (the “Licensee”) of CPF MF 2019 1 Business Combinations - The Company accounts for business acquisitions using the acquisition method of accounting in accordance with ASC 805 V ariable Interest Entities – The Company accounts for certain legal entities as variable interest entities (“VIE"). When evaluating a VIE for consolidation, the Company must determine whether or not there is a variable interest in the entity. Variable interests are investments or other interests that absorb portions of an entity’s expected losses or receive portions of the entity’s expected returns. If it is determined that the Company does not have a variable interest in the VIE, no further analysis is required and the VIE is not consolidated. If the Company holds a variable interest in a VIE, the Company consolidates the VIE when there is a controlling financial interest in the VIE and therefore are deemed to be the primary beneficiary. The Company is determined to have a controlling financial interest in a VIE when it has both the power to direct the activities of the VIE that most significantly impact the VIE economic performance and the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to that VIE. This determination is evaluated periodically as facts and circumstances change. On August 27, 2020 the Company entered into a joint venture agreement with Clarity Lab Solutions, LLC (“Clarity Labs”) (the “JV”). In consideration and subject to Clarity Lab’s services and commitments and provided the agreement remains valid and in force, and is not terminated, the Company agreed to issue restricted shares of SGB common stock over a defined vesting period starting in December 1, 2020. The restricted shares of SGB common stock were not issued to Clarity Labs as certain capital commitments were not met. Clarity Labs is a licensed clinical laboratory that uses specialized molecular testing equipment and that focuses on the diagnosis and treatment of critical diseases, including COVID- 19 As of December 31, 2021 As of December 31, 2020, $ 965,561 The Company has determined it is the primary beneficiary of Clarity Mobile Venture and has thus consolidated the activities in its 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 consolidated financial statements. Investment Entities – On May 31, 2021, the Company's subsidiary SG DevCorp agreed to contribute $600,000 to acquire a 50% membership interest in Norman Berry II Owner LLC. The Company contributed $350,329 and $114,433 of the initial $600,000 in the second quarter and third quarter of 2021 respectively, with the remaining $135,238 funded in the fourth quarter of 2021. The purpose of Norman Berry II Owner LLC is to develop and provide The Company will use the equity method to report the activities as an investment in its consolidated financial statements. On June 24, 2021, the Company's subsidiary, SG DevCorp, entered into an operating agreement with Jacoby Development for a % non-dilutable equity interest for JDI-Cumberland Inlet, LLC. The Company contributed $ 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 $13,024,381 and $ as of and 2020, respectively. Short-term investment – The Company classifies investments consisting of a certificate of deposit with a maturity greater than three months but less than one year as short-term investment. The Company had no short-term investment as of December 31, 2021 or 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 consolidated financial position, results of operations, and cash flows. Inventory – Raw construction materials (primarily shipping containers and fabrication materials) are valued at the lower of cost (first-in, first-out method) or net realizable value. Finished goods and work-in-process inventories are valued at the lower of cost or net realizable value, using the specific identification method. Medical equipment and COVID-19 test and testing supplies are valued at the lower of cost, (first-in, first-out method) or net realizable value. As of December 31, 2021 there was inventory of $516,731 for construction materials, and $757,094 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. There were no impairments during the years ended December 31, 2021 or 2020. The Company has taken the recent COVID-19 pandemic into consideration when determining impairment. Intangible assets – Intangible assets consist of $2,766,000 of proprietary knowledge and technology, which is being amortized over 20 years. In addition, included in intangible assets is $97,164 of trademarks, and $47,800 of website costs that are being amortized over 5 years. The Company evaluated intangible assets for impairment during the year ended December 31, 2021 and 2020 and determined that there are no impairment losses. The accumulated amortization and amortization expense as of and for the year ended December 31, 2021 was $815,732 and $165,877, respectively. The accumulated amortization and amortization expense for the years ended December 31, 2020 was $649,855 and $148,541 respectively. The estimated amortization expense for the successive five For the year ending December 31,: 2022 $ 162,970 2023 161,175 2024 160,469 2025 157,051 2026 139,717 Thereafter 1,313,850 $ 2,095,232 Property, plant and equipment – Property, plant and equipment is stated at cost. Depreciation is computed using the straight-line method over the estimated lives of each asset. Estimated useful lives for significant classes of assets are as follows: computer and software 3 5 5 7 2 5 5 to 7 5 29 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). The earnout liability on SG Echo represents the only financial liability measured at fair value on a recurring basis as of December 31, 2021 and 2020 and was a level 3 asset. As of December 31, 2021 and 2020, the estimated value of the earnout liability was zero. Transfer into and transfers out of the hierarchy levels are recognized as if they had taken place at the end of the reporting period. There were no transfers into or out of the hierarchy levels during the year ended December 31, 2021 or 2020, besides the transfer in of the earnout liability. Share-based payments – The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees and directors, including non-employee directors, the fair value of a stock option award is measured on the grant date. The fair value amount is then recognized over the period services are required to be provided in exchange for the award, usually the vesting period. The Company recognizes stock-based compensation expense on a graded-vesting basis over the requisite service period for each separately vesting tranche of each award. Stock-based compensation expense to employees and all directors are reported within payroll and related expenses in the consolidated statements of operations. Stock-based compensation expense to non-employees is reported within marketing and business development expense in the consolidated statements of operations. Income taxes – The Company accounts for income taxes utilizing the asset and liability approach. Under this approach, deferred taxes represent the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid. The provision for income taxes generally represents income taxes paid or payable for the current year plus the change in deferred taxes during the year. Deferred taxes result from the differences between the financial and tax bases of the Company’s assets and liabilities and are adjusted for changes in tax rates and tax laws when changes are enacted. The calculation of tax liabilities involves dealing with uncertainties in the application of complex tax regulations. The Company recognizes liabilities for anticipated tax audit issues based on the Company’s estimate of whether, and the extent to which, additional taxes will be due. If payment of these amounts ultimately proves to be unnecessary, the reversal of the liabilities would result in tax benefits being recognized in the period when the liabilities are no longer determined to be necessary. If the estimate of tax liabilities proves to be less than the ultimate assessment, a further charge to expense would result. Concentrations of credit risk – Financial instruments, that potentially subject the Company to concentration of credit risk, consist principally of cash and cash equivalents. The Company places its cash with high credit quality institutions. At times, such amounts may be in excess of the FDIC insurance limits. The Company has not experienced any losses in such account and believes that it is not exposed to any significant credit risk on the account. With respect to receivables, concentrations of credit risk are limited to a few customers in the construction industry. The Company performs ongoing credit evaluations of its customers’ financial condition and, generally, requires no collateral from its customers other than normal lien rights. At December 31, 2021 and 2020, 78% and 79%, respectively, of the Company’s gross accounts receivable were due from four and three customers. Revenue in excess of % relating to and three 80 % and 61 % of the Company's total revenue for the year ended December 31, 2021 and 2020, respectively. For the year ending December 31, 2021 and 2020, there were no vendors that represented 10% or more of our cost of revenue. The Company believes it has access to alternative suppliers, with limited disruption to the business, should circumstances change with its existing suppliers. |
Accounts Receivable
Accounts Receivable | 12 Months Ended |
Dec. 31, 2021 | |
Accounts Receivable [Abstract] | |
Accounts Receivable | 4. Accounts Receivable At December 31, 2021 and 2020, the Company’s accounts receivable consisted of the following: 2021 2020 Billed: Construction services $ 2,293,187 $ 1,391,555 Engineering services 86,388 86,264 Medical revenue 679,446 1,157,819 Retainage receivable 635,049 615,136 Other receivable 186,692 180,748 Total gross receivables 3,880,762 3,431,522 Less: allowance for credit losses (963,116 ) (795,914 ) Total net receivables $ 2,917,646 $ 2,635,608 Receivables are and $ $167,202 no no and no write offs for the year ended December 31, 2020. The total net receivables as of January 1, 2020 was $1,101,185. |
Contract Assets and Contract Li
Contract Assets and Contract Liabilities | 12 Months Ended |
Dec. 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 December 31, 2021 and 2020: 2021 2020 Costs incurred on uncompleted contracts $ 4,272,425 $ 4,572,581 Provision for loss on uncompleted contracts 2,238,578 — Estimated earnings (losses) to date on uncompleted contracts (3,156,377 ) 872,302 Gross contract assets 3,354,626 5,444,883 Less: billings to date (4,750,289 ) (5,916,487 ) Net contract liabilities on uncompleted contracts $ (1,395,663 ) $ (471,604 ) The above amounts are included in the accompanying consolidated balance sheets under the following captions at December 31, 2021 and 2020. 2021 2020 Contract assets $ 41,916 $ 1,303,136 Contract liabilities (1,437,579 ) (1,774,740 ) Net contract liabilities $ (1,395,663 ) $ (471,604 ) Although management believes it has established adequate procedures for estimating costs to complete on open contracts, it is at least reasonably possible that additional significant costs could occur on contracts prior to completion. The Company periodically evaluates and revises its estimates and makes adjustments when they are considered necessary. The Company has experienced accrued losses on legacy contract commitments from the acquisition of SG ECHO due to escalations in material pricing related to COVID- 19 and labor overa |
Project Development Costs and O
Project Development Costs and Other Non-Current Assets | 12 Months Ended |
Dec. 31, 2021 | |
Project Development Costs and Other Non-Current Assets | |
Project Development Costs and Other Non-Current Assets | 6. Project Development Costs and Other Non-Current Assets Project development costs and other non-current assets are stated at costs. At December 31, 2021, the Company’s project development costs related mainly to its development segment totaled $719,610 and other non-current assets which includes security deposits totaled $203,562. There were no |
Property, plant and equipment
Property, plant and equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property, plant and equipment [Abstract] | |
Property, plant and equipment | 7. Property, plant and equipment Property, plant and equipment are stated at cost less accumulated depreciation and amortization and depreciated using the straight-line method over their useful lives. At December 31, 2021 and 2020, the Company’s property, plant and equipment, net consisted of the following: 2021 2020 Computer equipment and software $ 156,701 $ 73,991 Furniture and other equipment 275,606 11,593 Leasehold improvements 15,400 6,071 Equipment and machinery 1,219,056 1,127,647 Automobiles 4,638 4,638 Building held for lease 196,416 501,336 Laboratory and temporary units 1,362,760 1,016,238 Land 3,576,130 — Construction in process 442,515 — Property, plant and equipment 7,249,222 2,741,514 Less: accumulated depreciation (409,279 ) (58,500 ) Property, plant and equipment, net $ 6,839,943 $ 2,683,014 Depreciation expense for the years ended December 31, 2021 and 2020 amounted to $398,744 or the year ended December 31, 2021, a total of $204,482 of depreciation was classified as an indirect costs to cost of goods sold. No depreciation expense was reclassified to cost of goods sold in 2020. |
Notes Receivable
Notes Receivable | 12 Months Ended |
Dec. 31, 2021 | |
Notes Receivable [Abstract] | |
Notes Receivable | 8. Notes Receivable On January 21, 2020, CPF GP 2019-1 LLC (“CPF GP”) issued to the Company a promissory note in the principal amount of $400,000 (the “Company Note”) and issued to Paul Galvin, the Company’s Chairman and CEO, a promissory note in the principal amount of $100,000 (the “Galvin Note”). The transaction closed on January 22, 2020, on which date the Company loaned CPF GP 2019-1 LLC $400,000 and Mr. Galvin personally loaned CPF GP $100,000 on behalf of the Company. five In April 2020, CPF GP issued to the Company a promissory note in the principal amount of $250,000 for the years ended December 31, 2021 2020 Subsequent to the year ended December 31, 2021, the Galvin Note was assigned to the Company and the principal amount of $100,000 was returned to Mr. Galvin. The Company has a promissory note in the principal amount of $100,000 (the "Company Note 3") and the assignment occurred in January 2022. The promissory notes are unaffected by the Settlement and Mutual Release Agreement and remain in effect and outstanding in accordance with the terms of the notes evidencing such loans. See Note 3 for a discussion on the Settlement and Mutual Release Agreement and termination of the ELA with CPF. |
Accounts Payables and Accrued L
Accounts Payables and Accrued Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Accounts Payable and Accrued Liabilities [Abstract] | |
Accounts Payable and Accrued Liabilities | 9. Accounts Payables and Accrued Liabilities The Company's accounts payables and accrued liabilities at December 31, 2021 and 2020, consisted of the following: 2021 2020 Accounts payable (1) $ 3,784,662 $ 3,012,338 Accrued public fees (2) 121,749 79,448 Accrued construction cost of goods sold 367,298 408,600 Accrued losses (3) 2,238,578 — Accrued medical cost of goods sold 208,512 180,000 Accrued g&a 176,432 71,014 Accrued project development costs 77,700 — Accrued payroll and benefits (4) 545,003 210,561 Accrued interest 11,333 — Accrued non-income taxes (5) 37,584 — Total Accounts Payable and Accrued Liabilities $ 7,568,851 $ 3,961,961 (1) Payables also includes insurance financing payable and construction retainage payable balances along with the Company's normal account payable balances. (2) Public fees include accruals for accounting, legal, and SEC compliance expenses. (3) Losses for on-going construction projects related to the Construction segment. (4) Accrued wages, salaries, PTO, benefits, taxes, and other incentive plan expenses. (5) Non-income taxes includes property taxes, franchise taxes and other. |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2021 | |
Notes Payable [Abstract] | |
Notes Payable | 10. 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 percent ( %) per annum, due on July 31, 2023 , that is secured under a Pledge Agreement, dated February 4, 2020, entered into with the investor by a security interest in the royalty payable to the Company under that certain Exclusive License Agreement, dated October 3, 2019, with CPF GP - LLC. The Company had the right to prepay the Note, in whole or in part, at any time and from time to time, without premium or penalty. During the year ended December 31, 2020, the Note to investor of $ and unpaid accrued interest of $ was converted into shares of the Company's common stock. On July 14, 2021, SG DevCorp, a subsidiary of the Company, issued a Real Estate Lien Note, in the principal amount of $ (the “Short-Term Note”), secured by a Deed of Trust, dated July 14, 2021 (the “Deed of Trust”), on the Company's + acre Lake Travis project site in Lago Vista, Texas and a related Assignment of Leases and Rents, dated July 8, 2021 (“Assignment of Rents”), for net loan proceeds of approximately $1,948,234 after fees. The Short-Term Note has a term of one (1) year, provides for payments of interest only at a rate of twelve percent (12%) per annum and may be prepaid without penalty commencing nine (9) months after its issuance date. If the Short-Term Note is prepaid prior to nine (9) months after its issuance date, a % prepayment penalty is due. The Company capitalized $112,348 in interest charges and $23,727 in debt issuance costs as of December 31, 2021 related to the Lago Vista project in accordance with ASC 835-20. On October 29, 2021, SG Echo, a subsidiary of the Company, entered into a Loan Agreement (“Loan Agreement”) with the Durant Industrial Authority (the “Authority”) pursuant to which it received $ 750,000 to be used for renovation improvements related to the Company's second manufacturing facility and issued to the Authority a non-interest bearing Forgivable Promissory Note in the principal amount of $ 750,000 (the “Forgivable Note”). The Forgivable Note is due on April 29, 2029 and guaranteed by the Company, provided, if no event of default has occurred under the Forgivable Note or Loan Agreement, one -third ( 1 / 3 ) of the balance of the Forgivable Note will be forgiven on April 29, 2027, one -half ( 1 / 2 ) of the balance of the Forgivable Note will be forgiven on April 29, 2028, and the remainder of the balance of the Forgivable Note will be forgiven on April 29, 2029. The Loan Agreement includes a covenant by SG Echo to employ a minimum of 75 full-time employees in Durant Oklahoma and pay them no less than 1.5 times the federal minimum wage, and provides SG Echo 24 months to comply with the provision. |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Business Combination | 11. Business Combination On September 17, 2020, the Company, through SG Echo, LLC (its wholly owned subsidiary), entered into an Asset Purchase Agreement (“APA " 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 liability (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 earnout periods concluded as of September 30, 2021. The initial contingent consideration liability of $ 0 0 , and no |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | 12. Leases The Company leases an office, a plant and certain equipment under non-cancelable operating and finance lease agreements. The leases have remaining lease terms of one and a half years to four years. The plant lease includes an option to extend the lease for up to five years. Supplemental balance sheet information related to leases is as follows: Balance Sheet Location December 31, 2021 Operating Leases Right-of-use assets, net $ 1,177,879 Current liabilities Lease liability, current maturities (317,977 ) Non-current liabilities Lease liability, net of current maturities (860,481 ) Total operating lease liabilities $ (1,178,458 ) Finance Leases Right-of-use assets $ 32,174 Current liabilities Lease liability, current maturities (19,492 ) Non-current liabilities Lease liability, net of current maturities (11,643 ) Total finance lease liabilities $ (31,135 ) Weighted Average Remaining Lease Term Operating leases 3.69 years Finance leases 1.61 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 2022 $ 348,984 $ 20,160 $ 369,144 2023 330,300 11,760 342,060 2024 324,000 — 324,000 2025 243,000 — 243,000 2026 — — — Total lease payments 1,246,284 31,920 1,278,204 Less: Imputed interest 67,826 785 68,611 Present value of lease liabilities $ 1,178,458 $ 31,135 $ 1,209,593 Chicago Airport Testing has subleased its leased vacant area for a period of , the sublessee has the option to terminate at any time after the first six months. The sublessee elected to terminate the Agreement, effective as of July 31, 2021 and the Company has no remaining lease revenue from the sublessee. |
Construction Backlog
Construction Backlog | 12 Months Ended |
Dec. 31, 2021 | |
Construction Backlog [Abstract] | |
Construction Backlog | 13. Construction Backlog The following represents the backlog of signed construction and engineering contracts in existence at December 31, 2021 and 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 December 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 3,191,335 13,816,785 Adjustments and cancellations, net (18,297,197 ) (27,370 ) Subtotal 10,011,599 31,423,676 Less: contract revenue earned during the period (6,793,690 ) (6,306,215 ) Balance - end of period $ 3,217,909 $ 25,117,461 Backlog at December 31, 2021 included two along with contracts during the fourth quarter of in the amount of approximately $ million, $ million, and $ one contract cancellation in t he amount of approximately $ 16.9 million. As previously discussed in Note 3, the ELA was terminated and in connection with the termination a Settlement and Mutual Release Agreement was executed. The Company is receiving an assignment of CPF's right to a $ 1.25 The Company’s remaining backlog as of December 31, 2021 represents the remaining transaction price of firm contracts for which work has not been performed and excludes unexercised contract options. The Company expects to satisfy its backlog which represents the remaining unsatisfied performance obligation on contracts as of over the following period: 2021 Within 1 year $ 3,217,909 1 to 2 years — Thereafter — Total Backlog $ 3,217,909 Although backlog reflects business that is considered to be firm, cancellations, deferrals or scope adjustments may occur. Backlog is adjusted to reflect any known project cancellations, revisions to project scope and cost and project deferrals, as appropriate. |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting | |
Segment Reporting | 14. Segment Reporting We have organized our operations into three of general corporate expenses such as our executive office; the corporate finance, accounting, audit, tax, human resources, risk management, information technology, marketing, and legal groups; corporate Construction Medical Development Corporate/Support Consolidated Fiscal Year Ended December 31, 2021 Revenue $ 6,793,690 $ 31,548,012 $ - $ - $ 38,341,702 Operating income (loss) (7,041,313 ) 8,405,332 (203,078 ) (7,143,792) (5,982,851 ) Other income (expense) 5,163 (9,878 ) (55 ) 79,248 74,478 Income (loss) before income taxes (7,036,150 ) 8,395,455 (203,133 ) (7,064,544) ) (5,908,372 ) Less: Net income (loss) attributable to non-controlling interest - 4,924,303 - - 4,924,303 Net income (loss) attributable to common stockholders of SG Blocks, Inc. $ (7,036,150 ) $ 3,471,152 $ (203,133 ) $ (7,064,544) $ (10,832,675 ) Total assets $ 12,274,536 $ 5,884,098 $ 8,053,885 $ 8,711,499 $ 34,924,018 Depreciation and amortization $ 351,795 $ 240,266 $ 0 $ 13,345 $ 605,406 Capital expenditures $ 886,504 $ 362,122 $ 3,576,130 $ 0 $ 4,824,756 Fiscal Year Ended December 31, 2020 Revenue $ 4,514,122 $ 4,241,501 $ — $ — $ 8,755,623 Operating income (loss) 161,212 996,956 — (5,741,001 ) (4,582,833 ) Other income (expense) (3,012 ) — — 77,682 74,670 Income (loss) before income taxes 158,200 996,956 — (5,663,319 ) (4,508,163 ) Net income (loss) attributable to non-controlling interest — 184,567 — — 184,567 Net income (loss) attributable to common stockholders of SG Blocks, . $ 158,200 $ 812,389 $ — $ (5,663,318 ) $ (4,692,729 ) Total assets $ 10,545,092 $ 4,368,848 $ 0 $ 11,968,157 $ 26,882,097 Depreciation and amortization $ 225,770 $ 4,256 $ 0 $ 9,956 $ 239,982 Capital expenditure $ 189,144 $ 1,350,252 $ 0 $ 28,720 $ 1,568,115 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Taxes [Abstract] | |
Income Taxes | 15. Income Taxes The Company’s provision (benefit) for income taxes consists of the following for the year ended December 31, 2021 and 2020: 2021 2020 Deferred: Federal $ (2,302,762 ) $ (974,181 ) State and local (477,375 ) (567,767 ) Total deferred (2,780,137 ) (1,541,948 ) Total provision (benefit) for income taxes (2,780,137 ) (1,541,948 ) Less: valuation reserve 2,780,137 1,541,948 Income tax provision $ — $ — A reconciliation of the federal statutory rate to 0.0% for the year ended December 31, 2021 and 2020 to the effective rate for income from operations before income taxes is as follows: 2021 2020 Benefit for income taxes at federal statutory rate 21.0 % 21.0 % State and local income taxes, net of federal benefit 3.9 3.9 Goodwill impairment — — Change in state rate — — Less valuation allowance (24.9 ) (24.9 ) Effective income tax rate 0.0 % 0.0 % The tax effects of these temporary differences along with the net operating losses, net of an allowance for credits, have been recognized as deferred tax assets (liabilities) at December 31, 2021 and 2020 as follows: 2021 2020 Net operating loss carryforward $ 6,480,539 $ 4,127,323 Bad debt reserve 239,334 197,785 Employee stock compensation 1,231,564 800,036 Intangible assets (488,958 ) (529,260 ) Depreciation (131,437 ) (44,979 ) Accrued expenses 47,184 47,184 Charity 205 205 Net deferred tax asset 7,378,431 4,598,294 Valuation allowance (7,378,431 ) (4,598,294 ) Net deferred tax asset $ — $ — The Company establishes a valuation allowance, if based on the weight of available evidence, it is more likely than not that some portion or all of the deferred assets will not be realized. During 2021 certain adjustments were made to the Company’s net operating loss carryforward tax asset for IRC Section 382 limitations. As of December 31, 2021, the Company had a net operating loss 2037 for those losses generated in 2017 and prior years. Approximately $14.8 million of such net operating losses will carryforward indefinitely and be available to offset up to 80% of future taxable income each year. Subsequent to December 31, 2019, the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) was passed, which temporarily removes such 80% limitation for years 2019 and 2020. As required by the provisions of ASC 740, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. Differences between tax positions taken or expected to be taken in a tax return and the net benefit recognized and measured pursuant to the interpretation are referred to as “unrecognized benefits.” A liability is recognized (or amount of net operating loss or amount of tax refundable is reduced) for an unrecognized tax benefit because it represents an enterprise’s potential future obligation to the taxing authority for a tax position that was not recognized as a result of applying the provisions of ASC 740. The Company recognizes interest and penalties related to uncertain tax positions in general and administrative expenses. As of December 31, 2021, the Company has no unrecognized tax positions, including interest and penalties. The tax years 2018 - 2020 are still open to examination by the major tax jurisdictions in which the Company operates. The Company files returns in the United States Federal tax jurisdiction and various other state jurisdictions. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Net Income (Loss) Per Share [Abstract] | |
Net Income (Loss) Per Share | 16. Net Income (Loss) Per Share Basic net income (loss) per share is computed by dividing the net income (loss) for the period by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share is computed by dividing the net income (loss) for the period by the weighted average number of common and potentially dilutive common shares outstanding during the period. Potentially dilutive common shares consist of the common shares issuable upon the exercise of stock options and warrants. Potentially dilutive common shares are excluded from the calculation if their effect is antidilutive. At December 31, 2021, there were options, including options granted to non-employees and non-directors, restricted stock units and warrants to purchase 36,436, 2,220,514 and 2,025,520 shares of common stock, respectively, outstanding that could potentially dilute future net income per share. Because the Company had a net loss as of December 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. At December 31, 2020, there were options , including options to non-employees and non-directors, restricted stock units and warrants to purchase 36,436, 884,343 and 353,190 shares of common stock, respectively, outstanding that could potentially dilute future net income per share. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity [Abstract] | |
Stockholders' Equity | 17. Stockholders’ Equity Public Offerings – In July 2017, as permitted by the underwriting agreement entered into in connection with the Public Offering, the underwriters exercised their option to purchase an additional 11,250 shares of common stock at $100.00 per share. The Company incurred $176,771 in issuance costs from this issuance. In connection with this exercise, certain affiliates of the underwriters were granted additional warrants to purchase 563 shares of common stock in the aggregate valued at $8,321 (as discussed in Note 18). In connection with and prior to the Public Offering, the Company issued 90,084 shares of its common stock upon conversion of all outstanding preferred stock and 25,833 shares of its common stock upon conversion of the previously outstanding convertible debentures. In December 2019, the Company completed a public offering of its common stock (the “Public Offering”). In connection with the Public Offering, the Company sold 857,500 shares of common stock at a public offering price of $3.00 per share, resulting in aggregate net proceeds of $2,117,948 $454,552 no In April 2020, the Company also completed a public offering of its common stock (the "April Public Offering"). In connection with the April Public Offering, the Company sold 440,000 shares of common stock at a public offering price of $4.25 per share, resulting in aggregate net proceeds of approximately $1,522,339 after deducting underwriting discounts and commissions and other expenses related to the offering. The Company incurred a total of approximately $347,661 in issuance costs in connection with the offering and n o warrants to purchase were issued to the underwriters. In May 2020, the Company completed a public offering of its common stock (the "May Public Offering"). In connection with the May Public Offering, the Company sold 6,000,000 shares of common stock at a public offering price of $2.50 per share. Pursuant to the terms of the related Underwriting Agreement dated May 6, 2020 by and among the Company and ThinkEquity, a division of Fordham Financial Management, Inc., as representatives of several underwriters named therein ("ThinkEquity"), ThinkEquity was granted an over-allotment option to purchase up to an additional 900,000 shares of the Company's common stock, par value $0.01 per share (the "Common Stock"), in connection with the previously announced public offering. On May 15, 2020, ThinkEquity exercised in full such option with respect to all 900,000 shares of the Company's Common Stock (the "Option Shares"). After giving effect to the full exercise of the over-allotment option, the total number of shares of Common Stock sold by the Company in the May Public Offering was 6,900,000 shares of Common Stock and total net proceeds to the Company, after deducting underwriting discounts and commissions and other offering expenses payable by the Company, were approximately $15,596,141. The Company incurred a total of approximately $1,653,859 in issuance costs in connection with the offering and issued warrants to purchase 300,000 shares of common stock to the underwriters. In October 2021, the Company closed a registered direct offering and concurrent private 11.55 The net proceeds to the Company after deducting the Placement Agent’s fees and the Company’s estimated offering expenses was approximately $10.5 Securities Purchase Agreement – In April 2019 , the Company issued 42,388 shares of its common stock at $22.00 per share through a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional investors and accredited investors. Concurrently with the sale of the common stock, pursuant to the Purchase Agreement, the Company also sold common stock purchase warrants to such investors to purchase up to an aggregate of 42,388 shares of common stock. The Company incurred $ 379,816 in issuance costs from the offering and issued 4,239 warrants to the underwriters. The warrants are further discussed in Note 18. Decrease in Authorized Shares – On June 5, 2019 June 5, 2019 Underwriting Agreement – August 2019 , the Company issued 45,000 shares of its common stock at $17.00 per share pursuant to the terms of an Underwriting Agreement (the “Underwriting Agreement”) to the public. The Company incurred $181,695 in issuance costs from the offering and issued warrants to purchase 2,250 shares of common stock to the underwriter. The warrants are further discussed in Note18. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2021 | |
Warrants [Abstract] | |
Warrants | 18. Warrants In conjunction with the June 2017 Public Offering, the Company issued to certain affiliates of the underwriters, as compensation, warrants to purchase an aggregate of 4,313 shares of common stock at an exercise price of $125.00 per share. The warrants are exercisable at the option of the holder on or after June 21, 2018 and expire June 21, 2023. The fair value of warrants was calculated utilizing a Black-Scholes model and amounted to $63,796. The fair market value of the warrants as of the date of issuance has been included in issuance costs in additional paid-in capital. In conjunction with the Purchase Agreement in April 2019, the Company also sold warrants to purchase up to an aggregate of 42,388 October 29, 2024 . T he Company issued to certain affiliates of the underwriters, as compensation, warrants to purchase an aggregate of 4,239 shares of common stock at an initial exercise price of $27.50 per share. The warrants are exercisable at the option of the holder on or after October 29, 2019 and expire April 24, 2024 . In conjunction with the Underwriting Agreement in August 2019, the Company issued to the underwriter, as compensation, warrants to purchase an aggregate of 2,250 shares of common stock at an initial exercise price of $21.25 per share. The warrants are exercisable at the option of the holder on or after February 1, 2020 and expire August 29, 2024 In conjunction with the Underwriting Agreement in May 2020, the Company issued to the underwriter, as compensation, warrants to purchase an aggregate of 300,000 shares of common stock at an initial exercise price of $3.14 per share. The warrants are exercisable at the option of the holder on or after November 6, 2020 and expire May 5, 2025. During the year ended December 31, 2021, In conjunction with the Purchase Agreement in October 2021, the Company also issued Series A 1,898,630 have an exercise price of $ 4.80 per share, exercisable at the option of the holder on or after October 26, 2021 and will expire five from the date of issuance. |
Share-based Compensation
Share-based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Stock Options and Grants [Abstract] | |
Stock Options and Grants | 19. Share-based Compensation On October 26, 2016, the Company’s Board of Directors approved the issuance of up to shares of the Company’s common stock in the form of restricted stock or options (“ Stock Plan”). Effective January 20, 2017, the Stock Plan was amended and restated as the SG Blocks, . Stock Incentive Plan, as further amended eff June 1, 2018 and as further amended on July 30, 2020 and as further amended on August 18, 2021, (the “Incentive Plan”). The Incentive Plan authorizes the issuance of up to 3,625,000 shares of common stock. It authorizes the issuance of equity-based awards in the form of stock options, stock appreciation rights, restricted shares, restricted share units, other share-based awards and cash-based awards to non-employee directors and to officers, employees and consultants of the Company and its subsidiary, except that incentive stock options may only be granted to the Company’s employees and its subsidiary’s employees. The Incentive Plan expires on October 26, 2026, and is administered by the Company’s Compensation Committee of the Boa As of , there were 1,343,377 shares of common stock available for issuance under the Incentive Plan. Stock-based compensation expense is included in the consolidated statements of operations as follows: Year Ended December 31, 2021 2020 Payroll and related expenses $ 1,647,391 $ 1,204,095 General and administrative expenses — 57,120 Total $ 1,647,391 $ 1,261,215 The following table presents total stock-based compensation expense by security type included in the consolidated statements of operations: Year Ended December 31, 2021 2020 Stock options $ 2,666 $ 10,667 RSUs 1,644,725 1,250,548 Total $ 1,647,391 $ 1,261,215 Because the Company does not have significant historical data on employee exercise behavior, the Company uses the “Simplified Method” to calculate the expected life of the stock-based option awards granted to employees. The simplified method is calculated by averaging the vesting period and contractual term of the options. The following table summarizes stock-based option activities and changes during the years ended December 31, 2021 and 2020, as described below: Shares Weighted Average Fair Value Per Share Weighted Average Exercise Price Per Share Weighted Average Remaining Terms (in years) Aggregate Intrinsic Value Outstanding – December 31, 2019 53,170 $ 24.80 $ 81.20 7.40 $ — Granted — — — Exercised — — — Cancelled (16,734 ) — — Outstanding – December 31, 2020 36,436 $ 35.54 $ 78.71 6.34 $ — Granted — — — Exercised — — — Cancelled — — — Outstanding – December 31, 2021 36,436 24.80 78.71 5.34 $ — Exercisable – December 31, 2020 36,332 24.80 78.67 6.34 — Exercisable – December 31, 2021 36,436 $ 24.80 $ 78.71 5.34 $ — For the years ended December 31, 2021 and December 31, 2020, the Company recognized stock-based compensation expense of $2,666 and $10,667 , As of December 31, 2021, there was no unrecognized compensation costs related to non-vested stock options and all options have been expensed . The intrinsic value is calculated as the difference between the fair value of the stock price at year end and the exercise price of each of the outstanding stock options. Restricted Stock Units On March 22, 2019, a total of 15,703 of restricted stock units were granted to Mr. Galvin, Mr. Armstrong, Mr. Restricted stock units granted to Mr. Galvin, Mr. Armstrong, Mr. Shetty, and an aggregate of six one 6,139 , 772 , 5,729 and an aggregate of 3,063 one two three four 847,957 On January 15, 2019 and February 26, 2019, a total of 526 two 58.80 55.20 ten The restricted stock units granted on January 15, 2019 will vest on January 15, 2020, subject to each individual’s continued service as a director of the Company through such date, and are payable six months after the termination of the director from the Company’s Board of Directors or death or disability. The restricted stock units granted on February 26, 2019 vest on the earlier of (A) the first anniversary of the date of the grant or (B) the date of the 2019 annual meeting of the Company’s stockholders subject to each individual’s continued service as a director of the Company through such date, and are payable six months after the termination of the director from the Board of Directors or death or disability. Effective June 5, 2019, a total of 9,189 of restricted stock units were granted to the Company’s non-employee directors, under the Company’s stock-based compensation plan, at the calculated fair value of $16.40 per share, which represents the average closing price of the Company’s common stock for the ten trading days immediately preceding and including the grant date. Restricted stock units granted to directors on June 5, 2019 vest on the earlier of (A) the first anniversary of the date of the grant or (B) the date of the annual meeting of the Company’s stockholders that occurs in the year immediately following the date of the grant; and are payable six months after the termination of the director from the Board or death or disability. On April 14, 2020, a total of 35,331 , five employees and two consultants of the Company, under the Company's stock-based compensation plan, at the fair value of $4.76 Restricted stock units granted to Mr. Galvin, Mr. Armstrong, Mr. Sheeran, and an aggregate of five one one 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. six On September 23, 2020, a total of 425,000 of restricted stock units were granted to Mr. Armstrong, Mr. Sheeran, seven employees and one consultant of the Company, under the Company's stock-based compensation plan, at the fair value of $1.81 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 46,826 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 $2.39 per share, which represents the closing price of the Company’s common stock on November 11, 2020. six On December 9, 2020, a total of 372,000 of restricted stock units were granted to Mr. Galvin, under the Company's stock-based compensation plan, at the fair value of $ 3.28 Restricted stock units granted to Mr. Galvin will vest 1/2 on December 9, 2020 and 1/2 on the first year anniversary of the On October 1, 2021, a total of 1,214,500 of restricted stock units were granted to Mr. Galvin, Mr. Rogers, Mr. Armstrong, Mr. Sheeran, thirteen employees and three consultant of the Company, under the Company's stock-based compensation plan, at the fair value of $3.38 per share, which represents the closing price of the Company's common stock on October 1, 2021. Restricted stock units granted to Mr. Galvin, Mr. Armstrong, Mr. Sheeran, and an aggregate of thirteen employees and two consultant of 350,000, 40,000, 100,000 and an aggregate of 475,000, respectively, vesting quarterly over two years from the anniversary of the grant date. Restricted stock units granted to Mr. Rogers and one consultant of 37,500 and 12,000 vest upon issuance date. Restricted stock units granted to Mr. Rogers of 200,000 vest monthly over a two-year period. The fair value of these units upon issuance amounted to $4,105,010. On October 1, 2021, a total of 59,170 of restricted stock units were granted to five of the Company's non-employee directors, under the Company's stock-based compensation plan, at the fair value of $3.38 per share, which represents the closing price of the Company's common stock on October 1, 2021. The restricted stock units granted October 1, 2021 vesting monthly over On December 7, 2021, a total of 62,500 of restricted stock units were granted to five of the Company's non-employee advisory directors, under the Company's stock-based compensation plan, at the fair value of $2.36 per share, which represents the closing price of the Company's common stock on December 7, 2021. The restricted stock units granted vest For the year ended December 31, 2021 and 2020 general and administrative expenses As of December 31, 2021, there was a total of $3,955,323 in unrecognized compensation costs related to non-vested restricted stock units. The following table summarized restricted stock unit activities during the year ended December 31, 2021 Number of Shares Non-vested balance at January 1, 2021 527,504 Granted 1,336,170 Vested (589,537 ) Forfeited/Expired — Non-vested balance at December 31, 2021 1,274,137 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | 20. Commitm Legal Proceedings The Company is subject to certain claims and lawsuits arising in the normal course of business. The Company assesses liabilities and contingencies in connection with outstanding legal proceedings utilizing the latest information available. Where it is probable that the Company will incur a loss and the amount of the loss can be reasonably estimated, the Company records a liability in our consolidated financial statements. These legal accruals may be increased or decreased to reflect any relevant developments on a quarterly basis. Where a loss is not probable or the amount of the loss is not estimable, the Company does not record an accrual, consistent with applicable accounting guidance. Based on information currently available, advice of counsel, and available insurance coverage, the Company believes that the established accruals are adequate and the liabilities arising from the legal proceedings will not have a material adverse effect on the consolidated financial condition. However, that in light of the inherent uncertainty in legal proceedings there can be no assurance that the ultimate resolution of a matter will not exceed established accruals. As a result, the outcome of a particular matter or a combination of matters may be material to the results of operations for a particular period, depending upon the size of the loss or the income for that particular period. 1.) Pizzarotti Litigation Pizzarotti’s suit arose from a contract dated April 3, 2018 that it executed with Phipps whereby Pizzarotti, a construction manager, engaged Phipps to perform stone procuring and tile work at a construction project located at 161 Maiden Lane, New York 10038. Pizzarotti’s claims against the Company arise from a purported assignment agreement dated August 10, 2018, whereby Pizzarotti claims that the Company agreed to assume certain obligations of Phipps under a certain trade contract between Pizzarotti and Phipps & Co. Phipps’ claims against the Company arise from a purported Assignment Agreement, dated as of May 30, 2018, between Pizzarotti, Phipps and the Company (the “Assignment Agreement”), pursuant to which, it is alleged, that the Company agreed to provide a letter of credit in connection with the sub-contracted work to be provided by Phipps to Pizzarotti. The Company believes that the Assignment Agreement was void for lack of consideration and moved to dismiss the case on those and other grounds. On June 17, 2020, the New York Supreme Court entered an order dismissing certain claims against the Company brought by cross claimant Phipps & Co. Specifically, the court dismissed Phipps’ claims for indemnification, contribution, fraud, negligence and negligent misrepresentation. The court did not dismiss Phipps’ claim for breach of the Assignment Agreement. The issue of the validity of the Assignment Agreement, and the Company’s defenses to the claims brought by the plaintiff Pizzarotti, and cross claimant Phipps, are being litigated. The Company maintains that the Assignment Agreement, to the extent valid and enforceable, was properly terminated and/or there are no damages, and, consequently, that the claims brought against the Company are without merit. The Company intends to continue to vigorously defend the litigation. The parties have engaged in written discovery but no depositions have been conducted as of yet. By motion dated February 24, 2021, Pizzarotti moved to stay the entire action pending the outcome of a separate litigation captioned Pizzarotti, LLC v. FPG Maiden Lane, LLC et. al Litigation is subject to many uncertainties, and the outcome of this action is not predicted with assurance. The Company is currently unable to predict the possible loss or range of loss, if any, associated with the resolution of this litigation, and, accordingly, the Company has made no provision related to this matter in the consolidated financial statements. 2.) ICON Construction Inc. v. SG Blocks, Inc. et. al. inter alia inter alia ICON alleges that ECHO DCL breached the terms of the ICON-Echo Asset Agreement and that the Company agreed to assume Echo DCL’s liabilities obligations under the ICON-Echo Asset Agreement . Icon also claims a security interest in the assets conveyed to SG Echo by Echo DCL. The Company has filed an answer to the ICON complaint denying the allegations and raised eleven affirmative defenses and that it is entitled to indemnification and/or contribution from Echo DCL and its principal Michael Ames. The parties are currently engaged in discovery. Litigation is subject to many uncertainties, and the outcome of this action is not predicted with assurance. The Company is currently unable to predict the possible loss or range of loss, if any, associated with the resolution of this litigation, and, accordingly, the Company has made no provision related to this matter in the consolidated financial statements. Vendor Litigation 1.) Teton Buildings, LLC (i) On January 1, 2019, SG Blocks commenced an action against Teton Buildings, LLC (“Teton”) in Harris County, Texas (“Teton Texas Action”) to recover approximately $2,100,000 arising from defendant’s breach of the operative contract related to Heart of Los Angeles construction project in Los Angeles (the “HOLA Project”) entered into on or about June 2, 2017. The Petition brought claims of breach of contract, negligence, and breach of express warranty. In or about February 2022 SG Blocks dismissed without prejudice the Teton Texas Action. (ii) On or about September 12, 2018, the Company entered into a Firm Price Quote and Purchase (the “GVL Contract”) with Teton to govern the manufacture and provision of 23 shipping containers and modular units (the “Teton GVL Modules”) for the Four Oaks Gather GVL project in South Carolina (the “GVL Project.”). The Company maintains that Teton breached the GVL Contract by (i) failing to timely deliver the Teton GVL Modules, (ii) delivering Teton GVL Modules that were defective in their design and manufacture, (iii) otherwise failed to meet South Carolina Building Code regulations and (iv) breached applicable warranties. As a result of the breach and defects in performance, design and manufacture by Teton, Company asserts that it has sustained 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 January 22, 2021, the Company filed a third-party complaint against Teton in the United States District Court for the Central District of California, Case No. 2:20−cv−03432 in the HOLA Action (described below), seeking to determine Teton’s liability in its capacity as a bankruptcy debtor in order to collect any damages payable from Teton’s liability insurance carrier or carriers. On July 23, 2021, the Company filed a First Amended Third-Party Complaint against Teton and other named third party defendants (see #2 below). Teton has been served with the First Amended Third-Party Complaint and on or about February 11, 2022, Teton filed an answer and affirmative defenses. The parties in the HOLA Action are currently conducting discovery. The Company is currently unable to predict the possible loss or range of loss, if any, associated with the resolution of this litigation, and, accordingly, the Company has made no provision related to this matter in the consolidated financial statements. 2 SG Blocks, Inc. v HOLA Community Partners, et. al. On April 13, 2020, Plaintiff SG Blocks, Inc. (“SG Blocks” or the “Company”) filed a Complaint against HOLA Community Partners (“HCP”), Heart of Los Angeles Youth, Inc. (“HOLA”) (HCP and HOLA are collectively referred to as the “HOLA Defendants”), and the City of Los Angeles (“City”) in the United States District Court for the Central District of California, Case No. 2:20-cv-03432-ODW (“HOLA Action”). The Company asserted seven claims against HOLA Defendants arising out of and related to the HOLA Project, to wit, for: (1) breach of contract; (2) conversion; (3) default and judicial foreclosure under the Agreement as a security agreement; (4) misappropriation of trade secrets under California Civil Code section 3426; (5) misappropriation of trade secrets under 18 U.S.C. § 1836; and (6) intentional interference with contractual relations. On April 20, 2020, HOLA filed a separate action against the Company in the Los Angeles Superior Court 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, Avesi Construction, LLC, and American Home Building and Masonry Corp (“AHB”) for indemnity and contribution with respect to HOLA’s claims. The Company has also notified its general liability carrier Sompo International regarding coverage concerning HOLA’s claims On February 25, 2021, the Court entered an order dismissing the Company’s claims for (1) breach of contract; (2) conversion; (3) default and judicial foreclosure under the Agreement as a security agreement; (4) misappropriation of trade secrets under California Civil Code section 3426; (5) misappropriation of trade secrets under 18 U.S.C. § 1836; but denied dismissal of the Company’s claims for intentional interference with contractual relations. The Court also denied the Company’s motion to dismiss HOLA’s claims. On March 12, 2021, the HOLA Defendants filed an answer to the Company’s complaint against it denying liability and asserting affirmative defenses. On March 12, 2021, the Company filed an answer to the HOLA Defendants’ First Amended Consolidated Complaint against it, denying liability and asserting affirmative defenses. On April 26, 2021, the Company and the HOLA Defendants filed a Joint Stipulation to Dismiss HOLA Community Partners’ Sixth Claim for Relief (violation of California Business and Professions Code §7031(b)), with prejudice, pursuant to Fed. R. Civ. P. 41(a)(1)(A)(ii). On July 23, 2021, the Company filed a First Amended Third-Party Complaint adding the following additional third party defendants seeking, inter alia contractual indemnity, equitable indemnity; and contribution : American Home Building and Masonry Corp. (“American Home”), Anderson Air Conditioning, L.P. (“Anderson”). Broadway Glass and Mirror, Inc. (“Broadway”), Marne Construction, Inc. (“Marne”), The McIntyre Company (“McIntrye”), Dowell & Bradley Construction, Inc. dba J R Construction (“JR Construction”) Junior Steel Co. (“Junior Steel”) Saddleback Roofing, Inc. (“Saddleback”) Schindler Elevator Corporation (“Schindler”) U.S. Smoke & Fire Corp. (“U.S. Smoke”) and FirstForm, Inc. (“FirstForm”) (collectively the “Additional Third Party Defendants”). On September 2, 2021, Schindler Elevator Corp. filed its answer to the First Amended Third-Party Complaint. On September 3, 2021, Junior Steel Co. filed its answer to the First Amended Third-Party Complaint. On September 7, 2021, Anderson Air Conditioning, L.P. filed its answer to the First Amended Third-Party Complaint. On October 6, 2021, the McIntyre Group filed its answer to the First Amended Third-Party Complaint. On February 7, 2022, the Company filed a request for entry of a Clerk’s default against the following defendants: American Home Building and Masonry Corp., Avesi Construction, Marne Construction, Inc., Firstform, Inc., Dowell & Bradley Construction, Inc, Saddleback Roofing, Inc., and US Smoke and Fire Corp. On February 9, 2022, the court entered a clerk’s default pursuant to Federal Rule 55 against the following defendants: American Home Building and Masonry Corp. Avesi Construction, Dowel & Bradley Construction, Inc., Saddleback Roofing Inc. and US smoke and Fire Corp. The parties that have answered and appeared in the case are currently engaged in discovery. The cut-off for fact discovery has been extended to September 12, 2022, and a trial has been set for January 31, 2023. Litigation is subject to many uncertainties, and the outcome of this action is not predicted with assurance. The Company is currently unable to predict the outcome or possible recovery or loss or range of loss, if any, associated with the resolution of this litigation, and, accordingly, the Company has made no provision related to this matter in the consolidated financial statements. 3.) SG Blocks, Inc. v. EDI International, PC .- On June 21, 2019, SG Blocks filed a lawsuit against EDI International, PC, a New Jersey corporation, in the Superior Court of the State of California, County of Los Angeles, Central District, in connection with the parties' consulting agreement, dated June 29, 2016, pursuant to which EDI International, PC, was to provide, for a fee, certain architectural and design services for the HOLA Project. SG Blocks, Inc. claims that EDI International, PC, tortiously interfered with SG Blocks, Inc's economic relationship with HOLA Community Partners and Heart of Los Angeles Youth, Inc. EDI International, PC, filed a cross-complaint for alleged unpaid fees and tortious interference with EDI International, PC's contractual relationship with HOLA Community Partners and Heart of Los Angeles Youth, Inc. EDI International, PC's cross-complaint seeks in excess of $30,428.71 in damages. On July 8, 2020, SG Blocks, Inc. added PVE LLC as a defendant in the lawsuit, claiming PVE LLC is liable to the same extent as EDI International, PC. The case is currently in the discovery stage and a trial date has been set for May 2, 2022. On May 14, 2021, EDI accepted the Company’s Statutory Offer of Compromise, pursuant to California Code of Civil Procedures §998, to settle EDI’s cross-claims. On July 26, 2021, the Company and EDI entered into a certain General Release agreement whereby in exchange for payment by the Company in the amount of $67,125.83 EDI released SG Blocks from all liabilities and damages related to EDI’s cross-claims. The Company continues to prosecute its claim against EDI for tortious interference with the Company’s economic relationship with HOLA Community Partners and Heart of Los Angeles Youth, Inc. The parties are in engaged in the discovery and a trial date has been set for September 6, 2022. The parties have agreed to mediate their dispute. Mediation has been scheduled to take place on or about May 17, 2022. Litigation is subject to many uncertainties, and the outcome of this action is not predicted with assurance. The Company is currently unable to predict the outcome or possible recovery or loss or range of loss, if any, associated with the resolution of this litigation, and, accordingly, the Company has made no provision related to this matter in the consolidated financial statements. Other Litigation 1.) 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. On or about September 14, 2021, the Company and Former Employee entered into a settlement and release agreement resolving their respective claims. On September 14, 2021, the parties filed a joint motion seeking court approval of the settlement. By order dated February 8, 2022, the court approved the settlement. On February 9, 2022 the court closed the case. 2.) SG Blocks, Inc. v. Osang Healthcare Company, Ltd. , On April 14, 2021, the Company commenced an action against Osang Healthcare Company, Ltd. (“Osang”) in the United States District Court, Eastern District of New York, Case No. 21-01990 (“Osang Action”) . The Company has asserted that Osang materially breached a certain Managed Supply Agreement (“MSA”) entered into between the parties on October 12, 2020, pursuant to which the Company received on consignment two million (2,000,000) units of Osang’s “Genefinder Plus RealAmp Covid-19 PCR Test” (the “Covid-19 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. On June 18, 2021, Osang served a motion to dismiss the Osang Action pursuant to Rule 12(b)(6) of the Federal Rules of Civil Procedure. On July 30, 2021, the Company served its opposition to the motion to dismiss. The motion has been fully briefed and submitted to the court and the parties are awaiting a ruling thereon. On January 10, 2022 the court entered an order staying discovery pending its ruling on the defendant’s motion 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, if any, associated with the resolution of this litigation, and, accordingly, the Company has made no provision related to this matter in the consolidated financial statements. Commitments In April 2020, the Company entered into an amendment to its employment agreement, dated January 1, 2017, with Paul Gavin (the "Amendment"), to extend the term of employment to December 31, 2021, provide for an annual base salary of $400,000, provide for a performance bonus structure for a bonus of up to 50% of base salary upon the Company’s achievement of $2,000,000 EBITDA and additional performance bonus payments for the achievement of EBITDA in excess of $2,000,000 based on a percentage of the incremental increase in EBITDA (ranging from 10% of the incremental increase in EBITDA if the Company achieves over $2,000,000 and up to $7,000,000 in EBITDA, 8% of the incremental increase in EBITDA if the Company achieves over $7,000,000 and up to $12,000,000 in EBITDA and 3% of the incremental increase in EBITDA over $12,000,000), provide for a profits-based additional bonus of up to $250,000 in certain limited circumstances, and provide for one (1) year severance, plus a pro-rated amount of any unpaid bonus earned by him during the year as verified by the Company’s principal financial officer, if Mr. Galvin is terminated without cause. At the Company’s option, up to fifty (50%) percent of the EBITDA performance bonuses may be paid in restricted stock units if then available for grant under the Company’s Stock Incentive Plan. All other terms of the employment agreement remain in full force and effect. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 21. Subsequent Events Subsequent to December 31, 2021, the Company acquired an approximately 114-acre “McLean mixed-use” site in Durant, Oklahoma for approximately $870,000. With this space, the Company plans to build approximately 300 Subsequent to December 31, 2021, the lease commencement date for SG Echo's second manufacturing facility became effective on February 7, 2022. The leased property is currently under renovation and located in Durant, Oklahoma. Subsequent to December 31, 2021, the Company made a capital investment in , a nomadic hospitality solution company on February 24, 2022. The Company also executed a side agreement to build the first sixty Moliving units and an additional ninety units after the first sixty units are manufactured. Subsequent to December 31, 2021, Paul Galvin, Company's Chairman and CEO assigned a promissory note ( the “Galvin Note”) in the principal amount of $ 100,000 3 ") over to the Company in the first quarter of 2022. The original promissory note was issued to Mr. Galvin o 2019 - 1 LLC (“CPF GP”) in the amount of $100,000. Since inception of the Galvin note, all interest associated with the promissory note was assigned to the Company. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of presentation and principals of consolidation | Basis of presentation and principals of consolidation – The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and the applicable rules and regulations of the United States Securities and Exchange Commission (“SEC”) and include the accounts of the Company and its wholly owned subsidiaries, SG Building Blocks, Inc., SG Residential, Inc. and SG Echo, LLC. All intercompany balances and transactions are eliminated. Investments in 50 |
Recent accounting pronouncements | Recently adopted accounting pronouncements - New accounting pronouncements implemented by the Company are discussed below or in the related notes, where appropriate. |
Accounting estimates | Accounting estimates stock-based compensation, accounts receivable reserves, inventory valuations, goodwill, the valuation allowance related to the Company’s deferred tax assets, the carrying amount of intangible assets, right of use assets and the recoverability and useful lives of long-lived assets. Certain of the Company’s estimates could be affected by external conditions, including those unique to the Company and general economic conditions. It is reasonably possible that these external factors could have an effect on the Company’s estimates and could cause actual results to differ from those estimates. |
Operating cycle | Operating cycle – The length of the Company’s contracts varies, but is typically between six twelve one year |
Revenue recognition | Revenue recognition The Company determines, at contract inception, whether it will transfer control of a promised good or service over time or at a point in time, regardless of the length of contract or other factors. The recognition of revenue aligns with the timing of when promised goods or services are transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. ( 1 Identify the contract with a customer ( 2 Identify the performance obligations in the contract ( 3 Determine the transaction price ( 4 Allocate the transaction price to performance obligations in the contract ( 5 Recognize revenue as performance obligations are satisfied On certain contracts, the Company applies recognition of revenue over time, which is similar to the method the Company applied under previous guidance (i.e. percentage of completion). Due to uncertainties inherent in the estimation process, it is possible that estimates of costs to complete a performance obligation will be revised in the near-term. For those performance obligations for which revenue is recognized using a cost-to-cost input method, changes in total estimated costs, and related progress toward complete satisfaction of the performance obligation, are recognized on a cumulative catch-up basis in the period in which the revisions to the estimates are made. When the current estimate of total costs for a performance obligation indicate a loss, a provision for the entire estimated loss on the unsatisfied performance obligation is made in the period in which the loss becomes evident. For product or equipment sales, the Company applies recognition of revenue when the customer obtains control over such goods, which is at a point in time. On October 3, 2019, the Company entered into an Exclusive License Agreement (“ELA” ) pursuant to which it granted an exclusive license for its technology as outlined in the ELA. The ELA is described below. Under the ELA, the Company was to receive royalty payments based upon gross revenues earned by the licensee for commercialized products within the field of design and project management platforms for residential use, including single-family residences and multi-family residences, but excluding military housing. The Company has determined that the ELA granted the licensee a right to access the Company’s intellectual property throughout the license period (or its remaining economic life, if shorter), and thus recognizes revenue over time as the licensee recognized revenue and the Company has the right to payment of royalties. No revenue has been recognized under the ELA for the year ended December 31, 2021. On June 15, 2021, the Company terminated the ELA that was executed on October 3, 2019 which is discussed below. CMC Right of First Refusal Agreement – Agreement CMC ROFR Rights unless the Agreement is earlier terminated. the event that the Agreement was earlier terminated, CMC was entitled to receive the entire amount of such restricted stock that had vested as of such earlier termination date, but in no event less than 1,250 2,500 The Agreement also provided that CMC has engaged the Company to build and design, in the aggregate, approximately 100 residential and commercial units at 1100 Ridge Avenue, Atlanta, Georgia, which is known as the “Ridge Avenue, Atlanta Project.” The total expected gross revenue to the Company for the project to be derived by CMC is approximately $16,900,000. The project is a residential project but it was not subject to the recently terminated ELA. The planning stage of the project was initially delayed due to COVID-19. The Company is no longer participating on Ridge Avenue as CMC has decided to proceed with this project as a traditional construction build. The Company has reported this as a cancellation within the Company's backlog footnote, see Note 13 on this discussion. No revenue has been recognized under the Agreement during the year ending December 31, 2021. 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. the year ended December 31, 2021 , the Company recognized approximately $31.4 million Disaggregation of Revenues The Company’s revenues are primarily derived from two segments, construction related to Modules projects and medical revenue derived from lab testing and test kit sales. The Company's contracts are with customers in various industries. Revenue recognized at a point in time and recognized over time were $30,744,769 and $7,596,933, respectively, for the year ended December 31, 2021. Revenue recognized at a point in time and recognized over time were $ , respectively, for the year ended December 31, 2020. The following tables provide further disaggregation of the Company’s revenues by categories: Twelve Months Ended December 31, Revenue by Segments and Customer Type 2021 2020 Construction Segment: Government $ 2,335,031 6 % $ 751,697 9 % Hotel/Hospitality 1,110,303 3 % 487,111 6 % Multi-Family (includes Single Family) 103,672 — % 126,222 1 % Medical (construction services) 495,122 1 % 778,883 9 % Office 534,001 2 % 191,505 2 % Retail 285,177 1 % 427,444 5 % School — — % 36,500 — % Special Use 1,930,384 5 % 1,414,761 16 % Other (1) — — % 300,000 3 % Total Construction Revenue Segment (includes engineering service revenue) $ 6,793,690 18 % $ 4,514,123 51 % Medical Revenue Segment (includes lab testing, kit sales and equipment) $ 31,548,012 82 % $ 4,241,500 49 % Total Revenue by Segments and Customer Type $ 38,341,702 100 % $ 8,755,623 100 % (1) Construction fee of $ 300,000 with no cost of revenue during 2020 . Contract Assets and Contract Liabilities Accounts receivable are recognized in the period when the Company’s right to consideration is unconditional. Accounts receivable are recognized net of an allowance for credit losses. A considerable amount of judgment is required in assessing the likelihood of realization of receivables. The timing of revenue recognition may differ from the timing of invoicing to customers. Contract assets include unbilled amounts from long-term construction services when revenue recognized under the cost-to-cost measure of progress exceeds the amounts invoiced to customers, as the amounts cannot be billed under the terms of our contracts. Such amounts are recoverable from customers based upon various measures of performance, including achievement of certain milestones, completion of specified units or completion of a contract. Contract assets are generally classified as current within the consolidated balance sheets. Contract liabilities from construction and engineering contracts occur when amounts invoiced to customers exceed revenues recognized under the cost-to-cost measure of progress. Contract liabilities additionally include advanced payments from customers on certain contracts. Contract liabilities decrease as the Company recognizes revenue from the satisfaction of the related performance obligation. Contract liabilities are generally classified as current within the consolidated balance sheet. Although the Company believes it has established adequate procedures for estimating costs to complete on open contracts, it is at least reasonably possible that additional significant costs could occur on contracts prior to completion. The Company periodically evaluates and revises its estimates and makes adjustments when they are considered necessary. Deferred Contract Costs - Prior to entering into the ELA, the Company was subject to an agreement to construct and develop a certain property (“Original Agreement”), which now was subject to the ELA. Because of this, the Company is no longer obliged to its Original Agreement. Upon entering the ELA, the Company had an outstanding accounts receivable balance of $306,143 which was forfeited and recognized this amount as deferred contract costs. This amount was offset by $102,217 which was reimbursement from the licensee for project costs on this project. The Company incurred total deferred contract costs of $203,926 . The Company considered this amount an incremental cost of obtaining that ELA, because the Company expected to recover those costs through future royalty payments. The Company initially planned to amortize the asset over sixty months, which is the initial term of the ELA because the asset relates to the services transferred to the customer during the contract term. As of , accumulated amortization related to deferred contract costs amounted to $91,765 . During the years ended and 2020, amortization expense relating to the deferred contract costs amounted to $ 40,785 and $40,786 and is included in general and administrative expenses on the accompanying consolidated statements of operations. As previously mentioned, the ELA was terminated on June 15, 2021 but the Company expects to recover the deferred contract costs from the Assignment of Limited Rights Under Membership Interest Redemption Agreement, dated June 15, 2021 as described below. Exclusive License Agreement – On October 3, 2019, as amended on October 17, 2019, the Company entered into the ELA with CPF GP 2019-1 LLC (the “Licensee”), pursuant to which the Company granted the Licensee an exclusive license (the “License”) solely within the United States and its legal territories to the Company’s technology, intellectual property, any improvements thereto, and any related permits, in order to develop and commercialize products within the field of design and project management platforms for residential use, including single-family residences and multi-family residences, but excluding military housing. The Ridge Avenue Project has also been excluded from the License. The ELA had an initial term of five (5) years and was to automatically renew for subsequent five (5) year periods. The ELA provided for customary terminating provisions, including the right by the Company to terminate if the Licensee failed to make minimum royalty payments (as described below). In consideration for the License, during the initial term, the Licensee agreed to pay the Company a royalty of (x) five percent (5%) on the first $20,000,000 of gross revenues derived from the Licensee’s com mercialization of the License (net of customary discounts, sales taxes, delivery charges, and amounts for returns) (the “Gross Revenues”), (y) four and one-half percent (4.5%) on the next $30,000,000 of Gross Revenues, and (z) five percent (5%) on all Gross Revenues thereafter (collectively, the “Royalty”), subject to the following minimum royalty payments determined on a cumulative basis during the initial term: $500,000 in year 1, $750,000 in year 2, $1,500,000 in year 3, $2,000,000 in year 4, and $2,500,000 in year 5. In addition, to the extent the Licensee sublicensed any aspect of the License to a sub-licensee, the Licensee was obligated to pay to the Company percent (50 %) of all payments received by the Licensee from such sublicensee. The ELA provided for customary indemnification obligations between the parties and further provides that the Licensee will indemnify the Company for any claims arising out of the commercialization of the License by the Licensee or any of its subsidiaries, contractors, or sublicensees. On June 15, 2021, the Company terminated the ELA. In connection with the termination, the Company entered into a Settlement and Mutual Release Agreement (the “Settlement Agreement”) with CPF, the general partner (the “Licensee”) of CPF MF 2019 1 |
Business Combinations | Business Combinations - The Company accounts for business acquisitions using the acquisition method of accounting in accordance with ASC 805 |
Variable Interest Entities | V ariable Interest Entities – The Company accounts for certain legal entities as variable interest entities (“VIE"). When evaluating a VIE for consolidation, the Company must determine whether or not there is a variable interest in the entity. Variable interests are investments or other interests that absorb portions of an entity’s expected losses or receive portions of the entity’s expected returns. If it is determined that the Company does not have a variable interest in the VIE, no further analysis is required and the VIE is not consolidated. If the Company holds a variable interest in a VIE, the Company consolidates the VIE when there is a controlling financial interest in the VIE and therefore are deemed to be the primary beneficiary. The Company is determined to have a controlling financial interest in a VIE when it has both the power to direct the activities of the VIE that most significantly impact the VIE economic performance and the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to that VIE. This determination is evaluated periodically as facts and circumstances change. On August 27, 2020 the Company entered into a joint venture agreement with Clarity Lab Solutions, LLC (“Clarity Labs”) (the “JV”). In consideration and subject to Clarity Lab’s services and commitments and provided the agreement remains valid and in force, and is not terminated, the Company agreed to issue restricted shares of SGB common stock over a defined vesting period starting in December 1, 2020. The restricted shares of SGB common stock were not issued to Clarity Labs as certain capital commitments were not met. Clarity Labs is a licensed clinical laboratory that uses specialized molecular testing equipment and that focuses on the diagnosis and treatment of critical diseases, including COVID- 19 As of December 31, 2021 As of December 31, 2020, $ 965,561 The Company has determined it is the primary beneficiary of Clarity Mobile Venture and has thus consolidated the activities in its 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 consolidated financial statements. |
Investment Entities | Investment Entities – On May 31, 2021, the Company's subsidiary SG DevCorp agreed to contribute $600,000 to acquire a 50% membership interest in Norman Berry II Owner LLC. The Company contributed $350,329 and $114,433 of the initial $600,000 in the second quarter and third quarter of 2021 respectively, with the remaining $135,238 funded in the fourth quarter of 2021. The purpose of Norman Berry II Owner LLC is to develop and provide The Company will use the equity method to report the activities as an investment in its consolidated financial statements. On June 24, 2021, the Company's subsidiary, SG DevCorp, entered into an operating agreement with Jacoby Development for a % non-dilutable equity interest for JDI-Cumberland Inlet, LLC. The Company contributed $ |
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 $13,024,381 and $ as of and 2020, respectively. |
Short-term investment | Short-term investment – The Company classifies investments consisting of a certificate of deposit with a maturity greater than three months but less than one year as short-term investment. The Company had no short-term investment as of December 31, 2021 or 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 consolidated financial position, results of operations, and cash flows. |
Inventory | Inventory – Raw construction materials (primarily shipping containers and fabrication materials) are valued at the lower of cost (first-in, first-out method) or net realizable value. Finished goods and work-in-process inventories are valued at the lower of cost or net realizable value, using the specific identification method. Medical equipment and COVID-19 test and testing supplies are valued at the lower of cost, (first-in, first-out method) or net realizable value. As of December 31, 2021 there was inventory of $516,731 for construction materials, and $757,094 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. There were no impairments during the years ended December 31, 2021 or 2020. The Company has taken the recent COVID-19 pandemic into consideration when determining impairment. |
Intangible assets | Intangible assets – Intangible assets consist of $2,766,000 of proprietary knowledge and technology, which is being amortized over 20 years. In addition, included in intangible assets is $97,164 of trademarks, and $47,800 of website costs that are being amortized over 5 years. The Company evaluated intangible assets for impairment during the year ended December 31, 2021 and 2020 and determined that there are no impairment losses. The accumulated amortization and amortization expense as of and for the year ended December 31, 2021 was $815,732 and $165,877, respectively. The accumulated amortization and amortization expense for the years ended December 31, 2020 was $649,855 and $148,541 respectively. The estimated amortization expense for the successive five For the year ending December 31,: 2022 $ 162,970 2023 161,175 2024 160,469 2025 157,051 2026 139,717 Thereafter 1,313,850 $ 2,095,232 |
Property, plant and equipment | Property, plant and equipment – Property, plant and equipment is stated at cost. Depreciation is computed using the straight-line method over the estimated lives of each asset. Estimated useful lives for significant classes of assets are as follows: computer and software 3 5 5 7 2 5 5 to 7 5 29 |
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). The earnout liability on SG Echo represents the only financial liability measured at fair value on a recurring basis as of December 31, 2021 and 2020 and was a level 3 asset. As of December 31, 2021 and 2020, the estimated value of the earnout liability was zero. Transfer into and transfers out of the hierarchy levels are recognized as if they had taken place at the end of the reporting period. There were no transfers into or out of the hierarchy levels during the year ended December 31, 2021 or 2020, besides the transfer in of the earnout liability. |
Share-based payments | Share-based payments – The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees and directors, including non-employee directors, the fair value of a stock option award is measured on the grant date. The fair value amount is then recognized over the period services are required to be provided in exchange for the award, usually the vesting period. The Company recognizes stock-based compensation expense on a graded-vesting basis over the requisite service period for each separately vesting tranche of each award. Stock-based compensation expense to employees and all directors are reported within payroll and related expenses in the consolidated statements of operations. Stock-based compensation expense to non-employees is reported within marketing and business development expense in the consolidated statements of operations. |
Income taxes | Income taxes – The Company accounts for income taxes utilizing the asset and liability approach. Under this approach, deferred taxes represent the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid. The provision for income taxes generally represents income taxes paid or payable for the current year plus the change in deferred taxes during the year. Deferred taxes result from the differences between the financial and tax bases of the Company’s assets and liabilities and are adjusted for changes in tax rates and tax laws when changes are enacted. The calculation of tax liabilities involves dealing with uncertainties in the application of complex tax regulations. The Company recognizes liabilities for anticipated tax audit issues based on the Company’s estimate of whether, and the extent to which, additional taxes will be due. If payment of these amounts ultimately proves to be unnecessary, the reversal of the liabilities would result in tax benefits being recognized in the period when the liabilities are no longer determined to be necessary. If the estimate of tax liabilities proves to be less than the ultimate assessment, a further charge to expense would result. |
Concentrations of credit risk | Concentrations of credit risk – Financial instruments, that potentially subject the Company to concentration of credit risk, consist principally of cash and cash equivalents. The Company places its cash with high credit quality institutions. At times, such amounts may be in excess of the FDIC insurance limits. The Company has not experienced any losses in such account and believes that it is not exposed to any significant credit risk on the account. With respect to receivables, concentrations of credit risk are limited to a few customers in the construction industry. The Company performs ongoing credit evaluations of its customers’ financial condition and, generally, requires no collateral from its customers other than normal lien rights. At December 31, 2021 and 2020, 78% and 79%, respectively, of the Company’s gross accounts receivable were due from four and three customers. Revenue in excess of % relating to and three 80 % and 61 % of the Company's total revenue for the year ended December 31, 2021 and 2020, respectively. For the year ending December 31, 2021 and 2020, there were no vendors that represented 10% or more of our cost of revenue. The Company believes it has access to alternative suppliers, with limited disruption to the business, should circumstances change with its existing suppliers. |
Liquidity (Tables)
Liquidity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Liquidity [Line Items] | |
Summary of expects to satisfy remaining unsatisfied performance obligation | 2021 Within 1 year $ 3,217,909 1 to 2 years — Thereafter — Total Backlog $ 3,217,909 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of disaggregation of revenues by categories | Twelve Months Ended December 31, Revenue by Segments and Customer Type 2021 2020 Construction Segment: Government $ 2,335,031 6 % $ 751,697 9 % Hotel/Hospitality 1,110,303 3 % 487,111 6 % Multi-Family (includes Single Family) 103,672 — % 126,222 1 % Medical (construction services) 495,122 1 % 778,883 9 % Office 534,001 2 % 191,505 2 % Retail 285,177 1 % 427,444 5 % School — — % 36,500 — % Special Use 1,930,384 5 % 1,414,761 16 % Other (1) — — % 300,000 3 % Total Construction Revenue Segment (includes engineering service revenue) $ 6,793,690 18 % $ 4,514,123 51 % Medical Revenue Segment (includes lab testing, kit sales and equipment) $ 31,548,012 82 % $ 4,241,500 49 % Total Revenue by Segments and Customer Type $ 38,341,702 100 % $ 8,755,623 100 % (1) Construction fee of $ 300,000 with no cost of revenue during 2020 . |
Summary of estimated amortization expense of intangible assets | For the year ending December 31,: 2022 $ 162,970 2023 161,175 2024 160,469 2025 157,051 2026 139,717 Thereafter 1,313,850 $ 2,095,232 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounts Receivable [Abstract] | |
Summary of accounts receivable | 2021 2020 Billed: Construction services $ 2,293,187 $ 1,391,555 Engineering services 86,388 86,264 Medical revenue 679,446 1,157,819 Retainage receivable 635,049 615,136 Other receivable 186,692 180,748 Total gross receivables 3,880,762 3,431,522 Less: allowance for credit losses (963,116 ) (795,914 ) Total net receivables $ 2,917,646 $ 2,635,608 |
Contract Assets and Contract _2
Contract Assets and Contract Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Contract Assets and Contract Liabilities [Abstract] | |
Summary of costs and estimated earnings on uncompleted contracts | 2021 2020 Costs incurred on uncompleted contracts $ 4,272,425 $ 4,572,581 Provision for loss on uncompleted contracts 2,238,578 — Estimated earnings (losses) to date on uncompleted contracts (3,156,377 ) 872,302 Gross contract assets 3,354,626 5,444,883 Less: billings to date (4,750,289 ) (5,916,487 ) Net contract liabilities on uncompleted contracts $ (1,395,663 ) $ (471,604 ) |
Summary of costs included in condensed consolidated balance sheets | 2021 2020 Contract assets $ 41,916 $ 1,303,136 Contract liabilities (1,437,579 ) (1,774,740 ) Net contract liabilities $ (1,395,663 ) $ (471,604 ) |
Property, plant and equipment (
Property, plant and equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, plant and equipment [Abstract] | |
Schedule of company's equipment | 2021 2020 Computer equipment and software $ 156,701 $ 73,991 Furniture and other equipment 275,606 11,593 Leasehold improvements 15,400 6,071 Equipment and machinery 1,219,056 1,127,647 Automobiles 4,638 4,638 Building held for lease 196,416 501,336 Laboratory and temporary units 1,362,760 1,016,238 Land 3,576,130 — Construction in process 442,515 — Property, plant and equipment 7,249,222 2,741,514 Less: accumulated depreciation (409,279 ) (58,500 ) Property, plant and equipment, net $ 6,839,943 $ 2,683,014 |
Accounts Payables and Accrued_2
Accounts Payables and Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounts Payable and Accrued Liabilities [Abstract] | |
Schedule of Accounts Payables and Accrued Liabilities | 2021 2020 Accounts payable (1) $ 3,784,662 $ 3,012,338 Accrued public fees (2) 121,749 79,448 Accrued construction cost of goods sold 367,298 408,600 Accrued losses (3) 2,238,578 — Accrued medical cost of goods sold 208,512 180,000 Accrued g&a 176,432 71,014 Accrued project development costs 77,700 — Accrued payroll and benefits (4) 545,003 210,561 Accrued interest 11,333 — Accrued non-income taxes (5) 37,584 — Total Accounts Payable and Accrued Liabilities $ 7,568,851 $ 3,961,961 |
Business Combination (Tables)
Business Combination (Tables) | 12 Months Ended |
Dec. 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 liability (285,204 ) Contract liabilities (32,807 ) Lease liability (57,120 ) $ 964,620 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Schedule of balance sheet information | Balance Sheet Location December 31, 2021 Operating Leases Right-of-use assets, net $ 1,177,879 Current liabilities Lease liability, current maturities (317,977 ) Non-current liabilities Lease liability, net of current maturities (860,481 ) Total operating lease liabilities $ (1,178,458 ) Finance Leases Right-of-use assets $ 32,174 Current liabilities Lease liability, current maturities (19,492 ) Non-current liabilities Lease liability, net of current maturities (11,643 ) Total finance lease liabilities $ (31,135 ) Weighted Average Remaining Lease Term Operating leases 3.69 years Finance leases 1.61 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 2022 $ 348,984 $ 20,160 $ 369,144 2023 330,300 11,760 342,060 2024 324,000 — 324,000 2025 243,000 — 243,000 2026 — — — Total lease payments 1,246,284 31,920 1,278,204 Less: Imputed interest 67,826 785 68,611 Present value of lease liabilities $ 1,178,458 $ 31,135 $ 1,209,593 |
Construction Backlog (Tables)
Construction Backlog (Tables) | 12 Months Ended |
Dec. 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 3,191,335 13,816,785 Adjustments and cancellations, net (18,297,197 ) (27,370 ) Subtotal 10,011,599 31,423,676 Less: contract revenue earned during the period (6,793,690 ) (6,306,215 ) Balance - end of period $ 3,217,909 $ 25,117,461 |
Summary of expects to satisfy remaining unsatisfied performance obligation | 2021 Within 1 year $ 3,217,909 1 to 2 years — Thereafter — Total Backlog $ 3,217,909 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting | |
Schedule of Segment Reporting | Construction Medical Development Corporate/Support Consolidated Fiscal Year Ended December 31, 2021 Revenue $ 6,793,690 $ 31,548,012 $ - $ - $ 38,341,702 Operating income (loss) (7,041,313 ) 8,405,332 (203,078 ) (7,143,792) (5,982,851 ) Other income (expense) 5,163 (9,878 ) (55 ) 79,248 74,478 Income (loss) before income taxes (7,036,150 ) 8,395,455 (203,133 ) (7,064,544) ) (5,908,372 ) Less: Net income (loss) attributable to non-controlling interest - 4,924,303 - - 4,924,303 Net income (loss) attributable to common stockholders of SG Blocks, Inc. $ (7,036,150 ) $ 3,471,152 $ (203,133 ) $ (7,064,544) $ (10,832,675 ) Total assets $ 12,274,536 $ 5,884,098 $ 8,053,885 $ 8,711,499 $ 34,924,018 Depreciation and amortization $ 351,795 $ 240,266 $ 0 $ 13,345 $ 605,406 Capital expenditures $ 886,504 $ 362,122 $ 3,576,130 $ 0 $ 4,824,756 Fiscal Year Ended December 31, 2020 Revenue $ 4,514,122 $ 4,241,501 $ — $ — $ 8,755,623 Operating income (loss) 161,212 996,956 — (5,741,001 ) (4,582,833 ) Other income (expense) (3,012 ) — — 77,682 74,670 Income (loss) before income taxes 158,200 996,956 — (5,663,319 ) (4,508,163 ) Net income (loss) attributable to non-controlling interest — 184,567 — — 184,567 Net income (loss) attributable to common stockholders of SG Blocks, . $ 158,200 $ 812,389 $ — $ (5,663,318 ) $ (4,692,729 ) Total assets $ 10,545,092 $ 4,368,848 $ 0 $ 11,968,157 $ 26,882,097 Depreciation and amortization $ 225,770 $ 4,256 $ 0 $ 9,956 $ 239,982 Capital expenditure $ 189,144 $ 1,350,252 $ 0 $ 28,720 $ 1,568,115 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Taxes [Abstract] | |
Summary of company's benefit for income taxes | 2021 2020 Deferred: Federal $ (2,302,762 ) $ (974,181 ) State and local (477,375 ) (567,767 ) Total deferred (2,780,137 ) (1,541,948 ) Total provision (benefit) for income taxes (2,780,137 ) (1,541,948 ) Less: valuation reserve 2,780,137 1,541,948 Income tax provision $ — $ — |
Summary of reconciliation of the federal statutory rate | 2021 2020 Benefit for income taxes at federal statutory rate 21.0 % 21.0 % State and local income taxes, net of federal benefit 3.9 3.9 Goodwill impairment — — Change in state rate — — Less valuation allowance (24.9 ) (24.9 ) Effective income tax rate 0.0 % 0.0 % |
Schedule of deferred tax assets (liabilities) | 2021 2020 Net operating loss carryforward $ 6,480,539 $ 4,127,323 Bad debt reserve 239,334 197,785 Employee stock compensation 1,231,564 800,036 Intangible assets (488,958 ) (529,260 ) Depreciation (131,437 ) (44,979 ) Accrued expenses 47,184 47,184 Charity 205 205 Net deferred tax asset 7,378,431 4,598,294 Valuation allowance (7,378,431 ) (4,598,294 ) Net deferred tax asset $ — $ — |
Share-based Compensation (Table
Share-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Stock Options and Grants [Abstract] | |
Schedule of stock-based compensation expense included in statement of operations | Year Ended December 31, 2021 2020 Payroll and related expenses $ 1,647,391 $ 1,204,095 General and administrative expenses — 57,120 Total $ 1,647,391 $ 1,261,215 Year Ended December 31, 2021 2020 Stock options $ 2,666 $ 10,667 RSUs 1,644,725 1,250,548 Total $ 1,647,391 $ 1,261,215 |
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, 2019 53,170 $ 24.80 $ 81.20 7.40 $ — Granted — — — Exercised — — — Cancelled (16,734 ) — — Outstanding – December 31, 2020 36,436 $ 35.54 $ 78.71 6.34 $ — Granted — — — Exercised — — — Cancelled — — — Outstanding – December 31, 2021 36,436 24.80 78.71 5.34 $ — Exercisable – December 31, 2020 36,332 24.80 78.67 6.34 — Exercisable – December 31, 2021 36,436 $ 24.80 $ 78.71 5.34 $ — |
Schedule of RSU activities | Number of Shares Non-vested balance at January 1, 2021 527,504 Granted 1,336,170 Vested (589,537 ) Forfeited/Expired — Non-vested balance at December 31, 2021 1,274,137 |
Description of Business (Detail
Description of Business (Details) - shares | Feb. 05, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Description of Business (Textual) | |||
Common stock, shares issued | 11,986,873 | 8,596,189 | |
Common stock, shares outstanding | 11,986,873 | 8,596,189 | |
Reverse stock split | 20</span>" id="sjs-B5">1-for-<span style="border-left: none; border-right: none;">20</span> |
Liquidity (Details)
Liquidity (Details) | Dec. 31, 2021USD ($) |
Liquidity [Line Items] | |
Total Backlog | $ 3,217,909 |
Within 1 year [Member] | |
Liquidity [Line Items] | |
Total Backlog | 3,217,909 |
1 to 2 years [Member] | |
Liquidity [Line Items] | |
Total Backlog | |
Thereafter [Member] | |
Liquidity [Line Items] | |
Total Backlog |
Liquidity (Details Textual)
Liquidity (Details Textual) - USD ($) | 1 Months Ended | |||
May 31, 2020 | Apr. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Liquidity [Abstract] | ||||
Cash and cash equivalents | $ 13,024,381 | $ 13,010,356 | ||
Cash backlog | $ 3,200,000 | |||
Net proceeds of offering | $ 15,596,141 | $ 1,522,339 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Disaggregation of Revenue [Line Items] | |||
Total Construction Revenue Segment | $ 6,793,690 | $ 4,514,123 | |
Total Construction Revenue Segment, percentage | 18.00% | 51.00% | |
Total Medical Revenue Segment | $ 31,548,012 | $ 4,241,500 | |
Total Medical Revenue Segment, percentage | 82.00% | 49.00% | |
Total Revenue by Segments and Customer Type | $ 38,341,702 | $ 8,755,623 | |
Total Revenue by Segments and Customer Type, percentage | 100.00% | 100.00% | |
Government Contract [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total Construction Revenue Segment | $ 2,335,031 | $ 751,697 | |
Total Construction Revenue Segment, percentage | 6.00% | 9.00% | |
Hotel/Hospitality [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total Construction Revenue Segment | $ 1,110,303 | $ 487,111 | |
Total Construction Revenue Segment, percentage | 3.00% | 6.00% | |
Multi-Family (includes Single Family) [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total Construction Revenue Segment | $ 103,672 | $ 126,222 | |
Total Construction Revenue Segment, percentage | 1.00% | ||
Medical (construction services) [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total Construction Revenue Segment | $ 495,122 | $ 778,883 | |
Total Construction Revenue Segment, percentage | 1.00% | 9.00% | |
Office [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total Construction Revenue Segment | $ 534,001 | $ 191,505 | |
Total Construction Revenue Segment, percentage | 2.00% | 2.00% | |
Retail [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total Construction Revenue Segment | $ 285,177 | $ 427,444 | |
Total Construction Revenue Segment, percentage | 1.00% | 5.00% | |
School [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total Construction Revenue Segment | $ 36,500 | ||
Total Construction Revenue Segment, percentage | |||
Special Use [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total Construction Revenue Segment | $ 1,930,384 | $ 1,414,761 | |
Total Construction Revenue Segment, percentage | 5.00% | 16.00% | |
Other [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total Construction Revenue Segment | [1] | $ 300,000 | |
Total Construction Revenue Segment, percentage | [1] | 3.00% | |
[1] | Construction fee of $300,000 with no cost of revenue during 2020. |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details 1) | Dec. 31, 2021USD ($) |
Accounting Policies [Abstract] | |
2022 | $ 162,970 |
2023 | 161,175 |
2024 | 160,469 |
2025 | 157,051 |
2026 | 139,717 |
Thereafter | 1,313,850 |
Total | $ 2,095,232 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details Textual) | Dec. 07, 2021shares | Oct. 01, 2021shares | Oct. 01, 2021shares | Apr. 14, 2020shares | Oct. 09, 2019shares | Jun. 05, 2019shares | Oct. 26, 2016shares | Sep. 30, 2021shares | Jun. 24, 2021USD ($) | Sep. 30, 2020shares | Aug. 27, 2020shares | Apr. 15, 2020shares | Mar. 22, 2019shares | Dec. 31, 2021USD ($) | Sep. 30, 2021USD ($) | Jun. 30, 2021USD ($) | Dec. 31, 2021USD ($)CustomerSegments | Dec. 31, 2020USD ($)Customer | May 31, 2021 |
Summary of Significant Accounting Policies (Textual) | |||||||||||||||||||
Concentration risk percentage | 50.00% | ||||||||||||||||||
Operating cycle | <span style="border-left: none; border-right: none;"><span style="border-right: none; border-left: none;">six</span></span></span> to <span style="border-left: none; border-right: none;"><span style="border-left: none; border-right: none;"><span style="border-right: none; border-left: none;">twelve</span></span></span> months." id="sjs-R4">The length of the Company’s contracts varies, but is typically between <span style="border-left: none; border-right: none;"><span style="border-left: none; border-right: none;"><span style="border-right: none; border-left: none;">six</span></span></span> to <span style="border-left: none; border-right: none;"><span style="border-left: none; border-right: none;"><span style="border-right: none; border-left: none;">twelve</span></span></span> months. | ||||||||||||||||||
Warranty offered on completed contracts | 1 year | ||||||||||||||||||
Interest rate | 50.00% | ||||||||||||||||||
Restricted stock or options issued, shares | shares | 62,500 | 1,214,500 | 475,000 | 8,000 | 2,500 | 9,189 | 25,000 | 200,000 | 12,000 | 3,063 | |||||||||
Common stock vest and be issued shares | shares | 1,250 | ||||||||||||||||||
Common stock remaining vest and be issued shares | shares | 1,250 | ||||||||||||||||||
Description of restricted shares refusal agreement | The event that the Agreement was earlier terminated, CMC was entitled to receive the entire amount of such restricted stock that had vested as of such earlier termination date, but in no event less than 1,250 shares of such restricted stock. The Agreement also provided for customary indemnification and confidentiality obligations between the parties. The 2,500 shares of restricted stock of the Company's common stock has yet to be issued to CMC. | ||||||||||||||||||
Gross revenue expected | $ 16,900,000 | ||||||||||||||||||
Revenue recognized | $ 31.4 | $ 641,178 | |||||||||||||||||
Number of segments | Segments | 2 | ||||||||||||||||||
Revenue recognized point in time | 4,057,086 | ||||||||||||||||||
Recognized over time | 4,698,537 | ||||||||||||||||||
Accounts receivable | $ 306,143 | $ 306,143 | 420,773 | ||||||||||||||||
Reimbursement from licensee for project costs | 102,217 | 102,217 | |||||||||||||||||
Deferred contract costs | 203,926 | 203,926 | |||||||||||||||||
Accumulated amortization related to deferred costs | 91,765 | ||||||||||||||||||
General and administrative expenses | $ 40,785 | 40,786 | |||||||||||||||||
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 com mercialization of the License (net of customary discounts, sales taxes, delivery charges, and amounts for returns) (the “Gross Revenues”), (y) four and one-half percent (4.5%) on the next $30,000,000 of Gross Revenues, and (z) five percent (5%) on all Gross Revenues thereafter (collectively, the “Royalty”), subject to the following minimum royalty payments determined on a cumulative basis during the initial term: $500,000 in year 1, $750,000 in year 2, $1,500,000 in year 3, $2,000,000 in year 4, and $2,500,000 in year 5. | ||||||||||||||||||
Redemption distributions | $ 1,250,000 | ||||||||||||||||||
Repayments of debt | 965,561 | ||||||||||||||||||
Other income | 60,000 | ||||||||||||||||||
Revenue related to other activities | 350,329 | ||||||||||||||||||
Ownership interest | $ 10 | ||||||||||||||||||
Cash and cash equivalents | 13,024,381 | 13,024,381 | 13,010,356 | ||||||||||||||||
Short-term investment | 0 | 0 | 0 | ||||||||||||||||
Inventory | 1,273,825 | $ 1,273,825 | 778,144 | ||||||||||||||||
Intangible assets identified bankruptcy proceedings, description | Intangible assets consist of $2,766,000 of proprietary knowledge and technology, which is being amortized over 20 years. In addition, included in intangible assets is $97,164 of trademarks, and $47,800 of website costs that are being amortized over 5 years. | ||||||||||||||||||
Accumulated amortization | 815,732 | $ 815,732 | 649,855 | ||||||||||||||||
Amortization expense | $ 165,877 | 148,541 | |||||||||||||||||
Number of customers | Customer | 4 | ||||||||||||||||||
Net loss attributable to noncontrolling interests | $ 4,924,302 | 184,567 | |||||||||||||||||
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 | ||||||||||||||||||
Other Machinery and Equipment [Member] | Minimum [Member] | |||||||||||||||||||
Summary of Significant Accounting Policies (Textual) | |||||||||||||||||||
Estimated useful lives | 5 years | ||||||||||||||||||
Other Machinery and Equipment [Member] | Maximum [Member] | |||||||||||||||||||
Summary of Significant Accounting Policies (Textual) | |||||||||||||||||||
Estimated useful lives | 7 years | ||||||||||||||||||
Automobiles [Member] | Minimum [Member] | |||||||||||||||||||
Summary of Significant Accounting Policies (Textual) | |||||||||||||||||||
Estimated useful lives | 2 years | ||||||||||||||||||
Automobiles [Member] | Maximum [Member] | |||||||||||||||||||
Summary of Significant Accounting Policies (Textual) | |||||||||||||||||||
Estimated useful lives | 5 years | ||||||||||||||||||
Equipment [Member] | Minimum [Member] | |||||||||||||||||||
Summary of Significant Accounting Policies (Textual) | |||||||||||||||||||
Estimated useful lives | 5 years | ||||||||||||||||||
Equipment [Member] | Maximum [Member] | |||||||||||||||||||
Summary of Significant Accounting Policies (Textual) | |||||||||||||||||||
Estimated useful lives | 29 years | ||||||||||||||||||
Construction Materials [Member] | |||||||||||||||||||
Summary of Significant Accounting Policies (Textual) | |||||||||||||||||||
Inventory | 516,731 | $ 516,731 | 4,429 | ||||||||||||||||
Medical Equipment [Member] | |||||||||||||||||||
Summary of Significant Accounting Policies (Textual) | |||||||||||||||||||
Inventory | 757,094 | $ 757,094 | $ 773,715 | ||||||||||||||||
Building [Member] | Minimum [Member] | |||||||||||||||||||
Summary of Significant Accounting Policies (Textual) | |||||||||||||||||||
Estimated useful lives | 5 years | ||||||||||||||||||
Building [Member] | Maximum [Member] | |||||||||||||||||||
Summary of Significant Accounting Policies (Textual) | |||||||||||||||||||
Estimated useful lives | 7 years | ||||||||||||||||||
Norman Berry II Owner LLC [Member] | |||||||||||||||||||
Summary of Significant Accounting Policies (Textual) | |||||||||||||||||||
Revenue recognized | $ 135,238 | $ 600,000 | $ 114,433 | ||||||||||||||||
Percentage of controlling interest | 50.00% | ||||||||||||||||||
JDI-Cumberland Inlet, LLC [Member] | |||||||||||||||||||
Summary of Significant Accounting Policies (Textual) | |||||||||||||||||||
Revenue recognized | $ 3,000,000 | ||||||||||||||||||
Percentage of controlling interest | 10.00% | ||||||||||||||||||
Accounts receivable [Member] | |||||||||||||||||||
Summary of Significant Accounting Policies (Textual) | |||||||||||||||||||
Concentration risk percentage | 79.00% | ||||||||||||||||||
Number of customers | Customer | 3 | ||||||||||||||||||
Accounts receivable [Member] | Customer four [Member] | |||||||||||||||||||
Summary of Significant Accounting Policies (Textual) | |||||||||||||||||||
Concentration risk percentage | 78.00% | ||||||||||||||||||
Revenue [Member] | |||||||||||||||||||
Summary of Significant Accounting Policies (Textual) | |||||||||||||||||||
Concentration risk percentage | 10.00% | ||||||||||||||||||
Number of customers | Customer | 1 | 3 | |||||||||||||||||
Revenue [Member] | Customer one [Member] | |||||||||||||||||||
Summary of Significant Accounting Policies (Textual) | |||||||||||||||||||
Concentration risk percentage | 80.00% | ||||||||||||||||||
Revenue [Member] | Customer three [Member] | |||||||||||||||||||
Summary of Significant Accounting Policies (Textual) | |||||||||||||||||||
Concentration risk percentage | 61.00% | ||||||||||||||||||
Cost of revenue [Member] | |||||||||||||||||||
Summary of Significant Accounting Policies (Textual) | |||||||||||||||||||
Concentration risk percentage | 10.00% |
Accounts Receivable (Details)
Accounts Receivable (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Summary of accounts receivable | ||
Total gross receivables | $ 3,880,762 | $ 3,431,522 |
Less: allowance for credit losses | (963,116) | (795,914) |
Total net receivables | 2,917,646 | 2,635,608 |
Total net receivables | 2,917,646 | 2,635,608 |
Construction services [Member] | ||
Summary of accounts receivable | ||
Total gross receivables | 2,293,187 | 1,391,555 |
Engineering services [Member] | ||
Summary of accounts receivable | ||
Total gross receivables | 86,388 | 86,264 |
Medical [Member] | ||
Summary of accounts receivable | ||
Total gross receivables | 679,446 | 1,157,819 |
Retainage receivable [Member] | ||
Summary of accounts receivable | ||
Total gross receivables | 635,049 | 615,136 |
Other receivable [Member] | ||
Summary of accounts receivable | ||
Total gross receivables | $ 186,692 | $ 180,748 |
Accounts Receivable (Details Te
Accounts Receivable (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accounts Receivable [Abstract] | ||
Allowances for credit losses | $ 963,116 | $ 795,914 |
Provision for doubtful accounts | $ 167,202 | $ 10,018 |
Contract Assets and Contract _3
Contract Assets and Contract Liabilities (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Costs and estimated earnings on uncompleted contracts | ||
Costs incurred on uncompleted contracts | $ 4,272,425 | $ 4,572,581 |
Provision for loss on uncompleted contracts | 2,238,578 | |
Estimated earnings (losses) to date on uncompleted contracts | (3,156,377) | 872,302 |
Gross contract assets | 3,354,626 | 5,444,883 |
Less: billings to date | (4,750,289) | (5,916,487) |
Net contract liabilities | $ 1,395,663 | $ 471,604 |
Contract Assets and Contract _4
Contract Assets and Contract Liabilities (Details 1) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Costs and estimated earnings amounts on uncompleted contracts included in balance sheets | ||
Contract assets | $ 41,916 | $ 1,303,136 |
Contract liabilities | (1,437,579) | (1,774,740) |
Net contract liabilities | $ (1,395,663) | $ (471,604) |
Project Development Costs and_2
Project Development Costs and Other Non-Current Assets (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Project Development Costs and Other Non-Current Assets | ||
Project development costs | $ 719,610 | |
Security deposits | 203,562 | |
Project development costs and other non-current assets | $ 923,172 |
Property, plant and equipment_2
Property, plant and equipment (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of company's equipment | ||
Property, plant and equipment, gross | $ 7,249,222 | $ 2,741,514 |
Less: accumulated depreciation | (409,279) | (58,500) |
Property, plant and equipment, net | 6,839,943 | 2,683,014 |
Computer equipment and software [Member] | ||
Schedule of company's equipment | ||
Property, plant and equipment, gross | 156,701 | 73,991 |
Furniture and other equipment [Member] | ||
Schedule of company's equipment | ||
Property, plant and equipment, gross | 275,606 | 11,593 |
Leasehold Improvements [Member] | ||
Schedule of company's equipment | ||
Property, plant and equipment, gross | 15,400 | 6,071 |
Equipment and machinery | ||
Schedule of company's equipment | ||
Property, plant and equipment, gross | 1,219,056 | 1,127,647 |
Automobiles [Member] | ||
Schedule of company's equipment | ||
Property, plant and equipment, gross | 4,638 | 4,638 |
Building held for lease [Member] | ||
Schedule of company's equipment | ||
Property, plant and equipment, gross | 196,416 | 501,336 |
Laboratory and temporary units [Member] | ||
Schedule of company's equipment | ||
Property, plant and equipment, gross | 1,362,760 | 1,016,238 |
Land [Member] | ||
Schedule of company's equipment | ||
Property, plant and equipment, gross | 3,576,130 | |
Construction in Progress [Member] | ||
Schedule of company's equipment | ||
Property, plant and equipment, gross | $ 442,515 |
Property, plant and equipment_3
Property, plant and equipment (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, plant and equipment (Textual) | ||
Depreciation expense | $ 398,744 | $ 50,655 |
Notes Receivable (Details)
Notes Receivable (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 4 Months Ended | 12 Months Ended | 13 Months Ended | |||
May 31, 2020 | Apr. 30, 2020 | Aug. 31, 2019 | Jun. 30, 2017 | Dec. 31, 2020 | Apr. 30, 2019 | Dec. 31, 2021 | Jan. 21, 2021 | |
Notes Recievable [Line Items] | ||||||||
Maturity date | May 5, 2025 | Aug. 29, 2024 | Jun. 21, 2023 | Oct. 29, 2024 | ||||
Interest income recognized | $ 32,637 | $ 37,500 | ||||||
Notes Receivable [Member] | ||||||||
Notes Recievable [Line Items] | ||||||||
Maturity date | Jul. 31, 2023 | Jul. 31, 2023 | ||||||
Interest rate | 5.00% | |||||||
Company Note [Member] | ||||||||
Notes Recievable [Line Items] | ||||||||
Advances in note receivable | $ 250,000 | |||||||
Interest rate | 5.00% | |||||||
Loaned amount | $ 250,000 | |||||||
Principal amount | 100,000 | |||||||
Company Note [Member] | Notes Receivable [Member] | ||||||||
Notes Recievable [Line Items] | ||||||||
Advances in note receivable | $ 400,000 | |||||||
Loaned amount | 400,000 | |||||||
Galvin Note [Member] | ||||||||
Notes Recievable [Line Items] | ||||||||
Principal amount | $ 100,000 | |||||||
Galvin Note [Member] | Notes Receivable [Member] | ||||||||
Notes Recievable [Line Items] | ||||||||
Advances in note receivable | 100,000 | |||||||
Loaned amount | $ 100,000 |
Accounts Payables and Accrued_3
Accounts Payables and Accrued Liabilities (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | |
Accounts Payable and Accrued Liabilities [Abstract] | |||
Accounts payable | [1] | $ 3,784,662 | $ 3,012,338 |
Accrued public fees | [2] | 121,749 | 79,448 |
Accrued construction | 367,298 | 408,600 | |
Accrued losses | [3] | 2,238,578 | |
Accrued medical cogs | 208,512 | 180,000 | |
Accrued g&a | 176,432 | 71,014 | |
Accrued project development costs | 77,700 | ||
Accrued payroll and benefits | [4] | 545,003 | 210,561 |
Accrued interest | 11,333 | ||
Accrued non-income taxes | [5] | 37,584 | |
Total Accounts Payable and Accrued Liabilities | $ 7,568,851 | $ 3,961,961 | |
[1] | Payables also includes insurance financing payable and construction retainage payable balances along with the Company's normal account payable balances. | ||
[2] | Public fees include accruals for accounting, legal, and SEC compliance expenses | ||
[3] | Losses for on-going construction projects related mostly to the Construction segment. | ||
[4] | Accrued wages, salaries, PTO, benefits, taxes, and other incentive plan expenses. | ||
[5] | Non-income taxes includes property taxes, franchise taxes and other. |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | Jul. 14, 2021 | Feb. 04, 2020 | Oct. 29, 2021 | May 31, 2020 | Aug. 31, 2019 | Jun. 30, 2017 | Apr. 30, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Oct. 09, 2019 |
Notes Payable [Line Items] | ||||||||||
Aggregate principal amount | $ 2,000,000 | |||||||||
Maturity date | May 5, 2025 | Aug. 29, 2024 | Jun. 21, 2023 | Oct. 29, 2024 | ||||||
Interest rate | 50.00% | |||||||||
Net loan proceed | $ 1,948,234 | |||||||||
Short term loan term | The Short-Term Note has a term of one (1) year, provides for payments of interest only at a rate of twelve percent (12%) per annum and may be prepaid without penalty commencing nine (9) months after its issuance date. | |||||||||
Percentage of prepayment penalty | 0.50% | |||||||||
Short term debt interest charges | $ 112,348 | |||||||||
Debt issuance costs | 23,727 | |||||||||
Principal amount of promissory note | $ 750,000 | $ 100,000 | ||||||||
Value of renovation improvements | $ 750,000 | |||||||||
Investor [Member] | ||||||||||
Notes Payable [Line Items] | ||||||||||
Notes issued | $ 200,000 | |||||||||
Unpaid accrued interest | $ 6,263 | |||||||||
Conversion of Stock, Shares Converted | 73,665 | |||||||||
Investor [Member] | Securities Purchase Agreement [Member] | ||||||||||
Notes Payable [Line Items] | ||||||||||
Aggregate principal amount | $ 200,000 | |||||||||
Interest rate | 12.00% | 9.00% |
Business Combination (Details)
Business Combination (Details) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Business Combinations [Abstract] | |
Payments to Acquire Businesses, Gross | $ 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) | Dec. 31, 2021USD ($) |
Business Combinations [Abstract] | |
Cash and cash equivalents | $ 316,432 |
Accounts receivable | 252,557 |
Inventories | 130,799 |
Goodwill | 85,810 |
Prepaid expenses and other current assets | 7,400 |
Property, plant and equipment | 1,154,818 |
Right-of-use assets | 57,120 |
Intangible assets | 68,344 |
Accounts payable and accrued expenses | 733,529 |
Assumed liability | (285,204) |
Contract liabilities | 32,807 |
Lease liability | (57,120) |
Total | $ 964,620 |
Business Combination (Detail Te
Business Combination (Detail Textual) - USD ($) | Dec. 31, 2021 | Sep. 30, 2021 | Sep. 17, 2020 |
Business Combinations [Abstract] | |||
Cash | $ 1,059,600 | ||
Initial contingent consideration liability | $ 0 | $ 0 |
Leases (Details)
Leases (Details) | Dec. 31, 2021USD ($) |
Operating Leases | |
Right of use assets, net | $ 1,177,879 |
Current liabilities | 317,977 |
Non-current liabilities | 860,481 |
Total operating lease liabilities | (1,178,458) |
Finance Leases | |
Right-of-use assets | 32,174 |
Current liabilities | (19,492) |
Non-current liabilities | (11,643) |
Total finance lease liabilities | $ (31,135) |
Weighted Average Remaining Lease Term | |
Operating leases | 3 years 8 months 8 days |
Finance leases | 1 year 7 months 9 days |
Weighted Average Discount Rate | |
Operating leases | 3.00% |
Finance leases | 3.00% |
Leases (Details 1)
Leases (Details 1) | Dec. 31, 2021USD ($) |
Operating | |
2022 | $ 348,984 |
2023 | 330,300 |
2024 | 324,000 |
2025 | 243,000 |
2026 | |
Total lease payments | 1,246,284 |
Less: Imputed interest | 67,826 |
Present value of lease liabilities | 1,178,458 |
Financing | |
2022 | 20,160 |
2023 | 11,760 |
2024 | |
2025 | |
2026 | |
Total lease payments | 31,920 |
Less: Imputed interest | 785 |
Present value of lease liabilities | 31,135 |
2022 | 369,144 |
2023 | 342,060 |
2024 | 324,000 |
2025 | 243,000 |
2026 | |
Total lease payments | 1,278,204 |
Less: Imputed interest | 68,611 |
Present value of lease liabilities | $ 1,209,593 |
Leases (Details Textual)
Leases (Details Textual) | 12 Months Ended |
Dec. 31, 2021 | |
Lessee, Lease, Description [Line Items] | |
Lease term, description | The leases have remaining lease terms of one and a half years to four years. The plant lease includes an option to extend the lease for up to five years. |
Construction Backlog (Details)
Construction Backlog (Details) - USD ($) | 12 Months Ended | |
Dec. 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 | 3,191,335 | 13,816,785 |
Adjustments and cancellations, net | (18,297,197) | (27,370) |
Subtotal | 10,011,599 | 31,423,676 |
Less: contract revenue earned during the period | 6,793,690 | 6,306,215 |
Balance - end of period | $ 3,217,909 | $ 25,117,461 |
Construction Backlog (Details 1
Construction Backlog (Details 1) | Dec. 31, 2021USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total Backlog | $ 3,217,909 |
Within 1 year [Member] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total Backlog | 3,217,909 |
1 to 2 years [Member] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total Backlog | |
Thereafter [Member] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total Backlog |
Construction Backlog (Details T
Construction Backlog (Details Textual) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2021USD ($)Item | Sep. 30, 2019Item | Sep. 30, 2021USD ($) | Dec. 31, 2021USD ($)Item | |
Construction Backlog (Textual) | ||||
Total Backlog | $ 3,217,909 | |||
Construction backlog contract amount | $ 1,300,000 | $ 870,000 | $ 780,000 | |
Contract backlog, description | two</span> contracts entered into during the third quarter of 2020 in the amount of approximately $4 million and approximately $2.95 million" id="sjs-E6"><span style="border-right: none; border-left: none;">two</span> contracts entered into during the third quarter of 2020 in the amount of approximately $4 million and approximately $2.95 million | |||
Cancellation of construction backlog contract amount | $ 1,300,000 | $ 16,900,000 | ||
Redemption distribution amount | $ 1,250,000 | |||
Exclusive License Agreement [Member] | ||||
Construction Backlog (Textual) | ||||
Number of large contracts | Item | 1 | 2 | 3 | |
Exclusive License Agreement [Member] | Contract One [Member] | ||||
Construction Backlog (Textual) | ||||
Redemption distribution amount | $ 2.7 | |||
Exclusive License Agreement [Member] | Contract Two [Member] | ||||
Construction Backlog (Textual) | ||||
Construction backlog contract amount | 800,000 | |||
Exclusive License Agreement [Member] | Contract Three [Member] | ||||
Construction Backlog (Textual) | ||||
Construction backlog contract amount | $ 700,000 |
Segment Reporting (Details)
Segment Reporting (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Construction [Member] | ||
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract] | ||
Revenue | $ 6,793,690 | $ 4,514,122 |
Other income gain/loss | (7,041,313) | 161,212 |
Other income (expense) | 5,163 | (3,012) |
Income before income taxes | (7,036,150) | 158,200 |
Net income attributable to non-controlling interest | ||
Net loss attributable to common stockholders of SG Blocks, Inc. | (7,036,150) | 158,200 |
Total Assets | 12,274,536 | 10,545,092 |
Depreciation, Depletion and Amortization | 351,795 | 225,770 |
Capital expenditures | 886,504 | 189,144 |
Medical [Member] | ||
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract] | ||
Revenue | 31,548,012 | 4,241,501 |
Other income gain/loss | 8,405,332 | 996,956 |
Other income (expense) | (9,878) | |
Income before income taxes | 8,395,455 | 996,956 |
Net income attributable to non-controlling interest | 4,924,303 | 184,567 |
Net loss attributable to common stockholders of SG Blocks, Inc. | 3,471,152 | 812,389 |
Total Assets | 5,884,098 | 4,368,848 |
Depreciation, Depletion and Amortization | 240,266 | 4,256 |
Capital expenditures | 362,122 | 1,350,252 |
Development [Member] | ||
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract] | ||
Revenue | ||
Other income gain/loss | (203,078) | |
Other income (expense) | (55) | |
Income before income taxes | (203,133) | |
Net income attributable to non-controlling interest | ||
Net loss attributable to common stockholders of SG Blocks, Inc. | (203,133) | |
Total Assets | 8,053,885 | 0 |
Depreciation, Depletion and Amortization | 0 | 0 |
Capital expenditures | 3,576,130 | 0 |
Corporate and support [Member] | ||
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract] | ||
Revenue | ||
Other income gain/loss | (7,143,792) | (5,741,001) |
Other income (expense) | 79,248 | 77,682 |
Income before income taxes | (7,064,544) | (5,663,319) |
Net income attributable to non-controlling interest | ||
Net loss attributable to common stockholders of SG Blocks, Inc. | (7,064,544) | (5,663,318) |
Total Assets | 8,711,499 | 11,968,157 |
Depreciation, Depletion and Amortization | 13,345 | 9,956 |
Capital expenditures | 0 | 28,720 |
Conslidated [Member] | ||
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract] | ||
Revenue | 38,341,702 | 8,755,623 |
Other income gain/loss | (5,982,851) | (4,582,833) |
Other income (expense) | 74,478 | 74,670 |
Income before income taxes | (5,908,372) | (4,508,163) |
Net income attributable to non-controlling interest | 4,924,303 | 184,567 |
Net loss attributable to common stockholders of SG Blocks, Inc. | (10,832,675) | (4,692,729) |
Total Assets | 34,924,018 | 26,882,097 |
Depreciation, Depletion and Amortization | 605,406 | 239,982 |
Capital expenditures | $ 4,824,756 | $ 1,568,115 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Deferred: | ||
Federal | $ (974,181) | |
State and local | (567,767) | |
Total deferred | (1,541,948) | |
Total provision (benefit) for income taxes | (1,541,948) | |
Less: valuation reserve | 1,541,948 | |
Income tax provision |
Income Taxes (Details 1)
Income Taxes (Details 1) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Summary of reconciliation of the federal statutory rate | ||
Benefit for income taxes at federal statutory rate | 21.00% | |
State and local income taxes, net of federal benefit | 3.90% | |
Goodwill impairment | ||
Differences attributable to change in state business apportionment | ||
Less valuation allowance | (24.90%) | |
Effective income tax rate | 0.00% | 0.00% |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets (liabilities) | ||
Net operating loss carryforward | $ 4,127,323 | |
Bad debt reserve | 197,785 | |
Employee stock compensation | 800,036 | |
Intangible assets | (529,260) | |
Depreciation | (44,979) | |
Accrued expenses | 47,184 | |
Charity | 205 | |
Net deferred tax asset | 4,598,294 | |
Valuation allowance | (4,598,294) | |
Net deferred tax asset |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Taxes (Textual) | ||
Reconciliation of federal statutory rate | 0.00% | 0.00% |
Effective state and local tax rate | 3.90% | |
Valuation allowance | $ 1,541,948 | |
Net operating loss expiration date | Dec. 31, 2037 | |
Unrecognized tax benefits | $ 0 | |
Future taxable income temporarily removed percentage | 80.00% |
Net Income (Loss) Per Share (De
Net Income (Loss) Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Non-employees [Member] | ||
Net Income (Loss) Per Share (Textual) | ||
Warrants to purchase shares of common stock | 36,436 | 36,436 |
Non-director [Member] | ||
Net Income (Loss) Per Share (Textual) | ||
Warrants to purchase shares of common stock | 2,220,514 | 884,343 |
RSUs [Member] | ||
Net Income (Loss) Per Share (Textual) | ||
Warrants to purchase shares of common stock | 2,025,520 | 353,190 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | May 15, 2020 | Oct. 31, 2021 | May 31, 2020 | Apr. 30, 2020 | Dec. 31, 2019 | Aug. 31, 2019 | Apr. 30, 2019 | Jul. 31, 2017 | Jun. 30, 2017 | Dec. 31, 2021 | Dec. 31, 2020 | Oct. 25, 2021 | Jun. 05, 2019 | Jun. 04, 2019 |
Stockholders' Equity (Textual) | ||||||||||||||
Issued shares of common stock | 6,900,000 | 6,000,000 | 440,000 | 45,000 | ||||||||||
Common stock, per share | $ 17 | $ 100 | ||||||||||||
Issuance costs of offering | $ 176,771 | |||||||||||||
Underwriting discounts and commissions and other offering expenses | $ 15,596,141 | $ 1,522,339 | ||||||||||||
Debt Issuance Costs, Net | $ 1,653,859 | $ 347,661 | ||||||||||||
Warrants issued | $ 707,188 | |||||||||||||
Warrants to purchase of common stock | 563 | |||||||||||||
Common stock issued upon conversion | 8,321 | |||||||||||||
Exercise of stock options, Shares | ||||||||||||||
Aggregate amount of conversion | $ 2,117,948 | |||||||||||||
Common stock exercise price | $ 0.01 | |||||||||||||
Shares of common stock | 900,000 | |||||||||||||
Common Stock, Shares Authorized | 25,000,000 | 25,000,000 | 25,000,000 | 300,000,000 | ||||||||||
Options granted to purchase common stock | 900,000 | |||||||||||||
Common stock to the underwriter | 300,000 | |||||||||||||
Gross proceeds | $ 11,550,000 | |||||||||||||
Offering expenses | $ 10,500,000 | |||||||||||||
Description of purchase agreement | Pursuant to the terms of the Purchase Agreement, the Company issued to the investor (A) in a registered direct offering (i) 975,000 shares (the “Public Shares”) of its Common Stock, par value $0.01 per share (the “Common Stock”), and (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 2,189,384 shares (the “Pre-Funded Warrant Shares”) of Common Stock and (B) in a concurrent private placement, Series A warrants to purchase up to 1,898,630 shares (the “Common Stock Warrant Shares”) of Common Stock (the “Common Stock Warrants,” and together with the Public Shares and the Pre-Funded Warrants, the “Securities”) (the “Offering The Pre-Funded Warrants were immediately exercisable at a nominal exercise price of $0.001 and all Pre-Funded Warrants sold have been exercised. The Common Stock Warrants have an exercise price of $4.80 per share, are exercisable upon issuance and will expire five years from the date of issuance. A.G.P./Alliance Global Partners (the “Placement Agent”) acted as the exclusive placement agent for the transaction pursuant to that certain Placement Agency Agreement, dated as of October 25, 2021, by and between the Company and the Placement Agent (the “Placement Agency Agreement”), the Placement Agent received (i) a cash fee equal to seven percent (7.0%) of the gross proceeds from the placement of the Securities sold by the Placement Agent in the Offering and (ii) a non-accountable expense allowance of one half of one percent (0.5%) of the gross proceeds from the placement of theGross Proceeds Securities sold by the Placement Agent in the Offering. The Company also reimbursed the Placement Agent’s expenses up to $50,000 upon closing the Offering. | |||||||||||||
Purchase Agreement [Member] | ||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||
Issued shares of common stock | 42,388 | |||||||||||||
Common stock, per share | $ 22 | |||||||||||||
Issuance costs of offering | $ 379,816 | |||||||||||||
Warrants to purchase of common stock | 4,239 | |||||||||||||
IPO [Member] | ||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||
Issued shares of common stock | 857,500 | 2,250 | 11,250 | 75,000 | ||||||||||
Common stock, per share | $ 2.5 | $ 4.25 | $ 3 | $ 100 | ||||||||||
Issuance costs of offering | $ 454,552 | $ 1,388,615 | ||||||||||||
Warrants issued | $ 3,750 | |||||||||||||
Issued warrants | 55,475 | |||||||||||||
Common stock issued upon conversion | 90,084 | |||||||||||||
Common Stock Issued Under Underwriting Agreement [Member] | ||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||
Issuance costs of offering | $ 181,695 | |||||||||||||
New Preferred Stock [Member] | ||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||
Issued shares of common stock | 25,833 |
Warrants (Details)
Warrants (Details) - USD ($) | 1 Months Ended | 4 Months Ended | |||||||
Oct. 31, 2021 | May 31, 2020 | Aug. 31, 2019 | Jun. 30, 2017 | Apr. 30, 2019 | Dec. 07, 2021 | Oct. 01, 2021 | Dec. 09, 2020 | May 15, 2020 | |
Warrants (Textual) | |||||||||
Aggregate purchase warrants | 1,898,630 | 300,000 | |||||||
Common stock exercise price | $ 4.8 | $ 3.14 | $ 2.36 | $ 3.38 | $ 3.28 | ||||
Maturity date | May 5, 2025 | Aug. 29, 2024 | Jun. 21, 2023 | Oct. 29, 2024 | |||||
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 | $ 27.5 | ||||||||
October 29, 2019 and expire April 24, 2024 [Member] | |||||||||
Warrants (Textual) | |||||||||
Aggregate purchase warrants | 4,239 | ||||||||
Common stock exercise price | $ 27.5 | ||||||||
February 1, 2020 and expire August 29, 2024 [Member] | |||||||||
Warrants (Textual) | |||||||||
Aggregate purchase warrants | 2,250 | ||||||||
Common stock exercise price | $ 21.25 | ||||||||
June 21, 2018 and expire June 21, 2023 [Member] | |||||||||
Warrants (Textual) | |||||||||
Aggregate purchase warrants | 4,313 | ||||||||
Common stock exercise price | $ 125 | ||||||||
Fair value of warrants | $ 63,796 | ||||||||
Warrants [Member] | |||||||||
Warrants (Textual) | |||||||||
Maturity date | Apr. 24, 2024 |
Share-based Compensation (Detai
Share-based Compensation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Stock-Based Compensation Expense | ||
Total | $ 1,647,391 | $ 1,261,215 |
Stock-based compensation expense | 1,647,391 | 1,261,215 |
Stock options [Member] | ||
Stock-Based Compensation Expense | ||
Total | 2,666 | 10,667 |
RSUs [Member] | ||
Stock-Based Compensation Expense | ||
Total | 1,644,725 | 1,250,548 |
Payroll and related expenses [Member] | ||
Stock-Based Compensation Expense | ||
Total | 1,647,391 | 1,204,095 |
Marketing and business development expenses [Member] | ||
Stock-Based Compensation Expense | ||
Total | $ 57,120 |
Share-based Compensation (Det_2
Share-based Compensation (Details 2) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Shares Outstanding, Beginning balance | 36,436 | 53,170 | |
Shares, Granted | |||
Shares, Exercised | |||
Shares, Cancelled | (16,734) | ||
Shares Outstanding, Ending balance | 36,436 | 36,436 | 53,170 |
Shares, Exercisable | 36,436 | 36,332 | |
Weighted Average Fair Value Per Share, Outstanding, Beginning balance | $ 35.54 | $ 24.8 | |
Weighted Average Fair Value Per Share, Granted | |||
Weighted Average Fair Value Per Share, Exercised | |||
Weighted Average Fair Value Per Share, Cancelled | |||
Weighted Average Fair Value Per Share, Outstanding, Ending balance | 24.8 | 35.54 | $ 24.8 |
Weighted Average Fair Value Per Share, Exercisable | 24.8 | 24.8 | |
Weighted Average Exercise Price Per Share, Outstanding, Beginning balance | 78.71 | 81.2 | |
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 | $ 81.2 |
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 | 7 years 4 months 24 days | |
Weighted Average Remaining Terms (in years), Outstanding, Ending balance | 5 years 4 months 2 days | ||
Weighted Average Remaining Terms (in years), Exercisable | 5 years 4 months 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) - RSUs [Member] | 12 Months Ended |
Dec. 31, 2021shares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Number of Shares, Non-vested beginning | 527,504 |
Number of Shares, Granted | 1,336,170 |
Number of Shares, Vested | (589,537) |
Number of Shares, Forfeited/Expired | |
Number of Shares, Non-vested ending | 1,274,137 |
Share-based Compensation (Det_4
Share-based Compensation (Details Textual) | Dec. 07, 2021$ / sharesshares | Oct. 01, 2021$ / sharesshares | Oct. 01, 2021USD ($)$ / sharesshares | Dec. 09, 2020$ / sharesshares | Dec. 09, 2020USD ($)$ / shares | Nov. 11, 2020$ / sharesshares | Sep. 23, 2020$ / sharesshares | Apr. 14, 2020USD ($)$ / sharesshares | Apr. 14, 2020USD ($)$ / sharesshares | Oct. 09, 2019shares | Jun. 05, 2019$ / sharesshares | May 22, 2019Employee$ / sharesshares | Feb. 26, 2019 | Jan. 15, 2019 | Oct. 26, 2016shares | Nov. 30, 2020USD ($) | Sep. 23, 2020USD ($)$ / sharesshares | Aug. 27, 2020shares | Apr. 15, 2020shares | Mar. 22, 2019USD ($)shares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)shares | Oct. 31, 2021$ / shares | May 31, 2020$ / shares |
Stock Options and Grants (Textual) | ||||||||||||||||||||||||
Stock-based compensation | $ | $ 1,647,391 | $ 1,261,215 | ||||||||||||||||||||||
Restricted stock or options issued, shares | 62,500 | 1,214,500 | 475,000 | 8,000 | 2,500 | 9,189 | 25,000 | 200,000 | 12,000 | 3,063 | ||||||||||||||
Common stock available for issuance, shares | 3,625,000 | 1,343,377 | ||||||||||||||||||||||
Recognized stock-based compensation expense | $ | $ 2,666 | |||||||||||||||||||||||
Unrecognized compensation costs | $ | $ 3,955,323 | |||||||||||||||||||||||
Fair value of stock price | $ / shares | $ 2.36 | $ 3.38 | $ 3.38 | $ 3.28 | $ 3.28 | $ 4.8 | $ 3.14 | |||||||||||||||||
Granted options to purchase | ||||||||||||||||||||||||
Exercise price | $ / shares | $ 16.4 | |||||||||||||||||||||||
Number of employees | Employee | 6 | |||||||||||||||||||||||
Fair value of award (in dollars per share) | $ / shares | $ 1.88 | |||||||||||||||||||||||
Recognized stock-based compensation expense accrued | $ | $ 10,667 | |||||||||||||||||||||||
Description of restricted stock units granted | 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. | |||||||||||||||||||||||
Fair value of restricted units | $ | $ 4,105,010 | $ 1,220,160 | $ 168,176 | $ 111,920 | $ 769,250 | $ 847,957 | ||||||||||||||||||
Restricted Stock [Member] | ||||||||||||||||||||||||
Stock Options and Grants (Textual) | ||||||||||||||||||||||||
Stock-based compensation | $ | $ 1,644,725 | $ 1,250,548 | ||||||||||||||||||||||
Restricted stock or options issued, shares | 15,703 | |||||||||||||||||||||||
Exercise price | $ / shares | $ 54 | |||||||||||||||||||||||
Description of restricted stock units granted | <span>six</span></span> employees and <span style="border-left: none; border-right: none; line-height: inherit;"><span>one</span></span> consultant of <span style="border-left: none; border-right: none; line-height: inherit;"><span>6,139</span></span><span style="color: #000000; text-transform: none; text-indent: 0px; letter-spacing: normal; font-family: 'Times New Roman'; font-size: 13.33px; font-style: normal; font-weight: 400; word-spacing: 0px; float: none; white-space: normal; orphans: 2; widows: 2; font-variant-ligatures: normal; font-variant-caps: normal; -webkit-text-stroke-width: 0px; text-decoration-style: initial; text-decoration-color: initial; display: inline !important; line-height: inherit;">, <span style="border-left: none; border-right: none; line-height: inherit;"><span>772</span></span></span><span style="color: #000000; text-transform: none; text-indent: 0px; letter-spacing: normal; font-family: 'Times New Roman'; font-size: 13.33px; font-style: normal; font-weight: 400; word-spacing: 0px; float: none; white-space: normal; orphans: 2; widows: 2; font-variant-ligatures: normal; font-variant-caps: normal; -webkit-text-stroke-width: 0px; text-decoration-style: initial; text-decoration-color: initial; display: inline !important; line-height: inherit;">, <span style="border-left: none; border-right: none; line-height: inherit;"><span>5,729</span></span></span><span style="color: #000000; text-transform: none; text-indent: 0px; letter-spacing: normal; font-family: 'Times New Roman'; font-size: 13.33px; font-style: normal; font-weight: 400; word-spacing: 0px; float: none; white-space: normal; orphans: 2; widows: 2; font-variant-ligatures: normal; font-variant-caps: normal; -webkit-text-stroke-width: 0px; text-decoration-style: initial; text-decoration-color: initial; display: inline !important; line-height: inherit;"> and an aggregate of <span style="border-left: none; border-right: none; line-height: inherit;"><span>3,063</span></span></span>, respectively, vest in installments over either a <span style="border-left: none; border-right: none; line-height: inherit;"><span>one</span></span>-year, <span style="border-left: none; border-right: none; line-height: inherit;"><span>two</span></span>-year, <span style="border-left: none; border-right: none; line-height: inherit;"><span>three</span></span>-year and <span style="border-left: none; border-right: none; line-height: inherit;"><span>four</span></span>-year period and will fully vest by the end of December 31, 2022. The fair value of these units upon issuance amounted to $<span style="border-left: none; border-right: none; line-height: inherit;"><span>847,957</span></span>." id="sjs-N21">Restricted stock units granted to Mr. Galvin, Mr. Armstrong, Mr. Shetty, and an aggregate of <span style="border-left: none; border-right: none; line-height: inherit;"><span>six</span></span> employees and <span style="border-left: none; border-right: none; line-height: inherit;"><span>one</span></span> consultant of <span style="border-left: none; border-right: none; line-height: inherit;"><span>6,139</span></span><span style="color: #000000; text-transform: none; text-indent: 0px; letter-spacing: normal; font-family: 'Times New Roman'; font-size: 13.33px; font-style: normal; font-weight: 400; word-spacing: 0px; float: none; white-space: normal; orphans: 2; widows: 2; font-variant-ligatures: normal; font-variant-caps: normal; -webkit-text-stroke-width: 0px; text-decoration-style: initial; text-decoration-color: initial; display: inline !important; line-height: inherit;">, <span style="border-left: none; border-right: none; line-height: inherit;"><span>772</span></span></span><span style="color: #000000; text-transform: none; text-indent: 0px; letter-spacing: normal; font-family: 'Times New Roman'; font-size: 13.33px; font-style: normal; font-weight: 400; word-spacing: 0px; float: none; white-space: normal; orphans: 2; widows: 2; font-variant-ligatures: normal; font-variant-caps: normal; -webkit-text-stroke-width: 0px; text-decoration-style: initial; text-decoration-color: initial; display: inline !important; line-height: inherit;">, <span style="border-left: none; border-right: none; line-height: inherit;"><span>5,729</span></span></span><span style="color: #000000; text-transform: none; text-indent: 0px; letter-spacing: normal; font-family: 'Times New Roman'; font-size: 13.33px; font-style: normal; font-weight: 400; word-spacing: 0px; float: none; white-space: normal; orphans: 2; widows: 2; font-variant-ligatures: normal; font-variant-caps: normal; -webkit-text-stroke-width: 0px; text-decoration-style: initial; text-decoration-color: initial; display: inline !important; line-height: inherit;"> and an aggregate of <span style="border-left: none; border-right: none; line-height: inherit;"><span>3,063</span></span></span>, respectively, vest in installments over either a <span style="border-left: none; border-right: none; line-height: inherit;"><span>one</span></span>-year, <span style="border-left: none; border-right: none; line-height: inherit;"><span>two</span></span>-year, <span style="border-left: none; border-right: none; line-height: inherit;"><span>three</span></span>-year and <span style="border-left: none; border-right: none; line-height: inherit;"><span>four</span></span>-year period and will fully vest by the end of December 31, 2022. The fair value of these units upon issuance amounted to $<span style="border-left: none; border-right: none; line-height: inherit;"><span>847,957</span></span>. | |||||||||||||||||||||||
Paul Galvin [Member] | ||||||||||||||||||||||||
Stock Options and Grants (Textual) | ||||||||||||||||||||||||
Restricted stock or options issued, shares | 350,000 | 372,000 | 35,331 | 11,331 | 6,139 | |||||||||||||||||||
Description of restricted stock units granted | the</span> grant date. The fair value of these units upon issuance amounted to $1,220,160." id="sjs-E25">Restricted stock units granted to Mr. Galvin will vest 1/2 on December 9, 2020 and 1/2 on the first year anniversary of <span style="font-family: 'times new roman', times;">the</span> grant date. The fair value of these units upon issuance amounted to $1,220,160. | |||||||||||||||||||||||
Mahesh Shetty [Member] | ||||||||||||||||||||||||
Stock Options and Grants (Textual) | ||||||||||||||||||||||||
Restricted stock or options issued, shares | 5,729 | |||||||||||||||||||||||
Stevan Armstrong [Member] | ||||||||||||||||||||||||
Stock Options and Grants (Textual) | ||||||||||||||||||||||||
Restricted stock or options issued, shares | 40,000 | 1,000 | 50,000 | 772 | ||||||||||||||||||||
Fair value of stock price | $ / shares | $ 1.81 | $ 1.81 | ||||||||||||||||||||||
Description of restricted stock units granted | 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. | |||||||||||||||||||||||
Gerald Sheeran [Member] | ||||||||||||||||||||||||
Stock Options and Grants (Textual) | ||||||||||||||||||||||||
Restricted stock or options issued, shares | 100,000 | 3,000 | 75,000 | |||||||||||||||||||||
Employees [Member] | ||||||||||||||||||||||||
Stock Options and Grants (Textual) | ||||||||||||||||||||||||
Restricted stock or options issued, shares | 425,000 | 300,000 | ||||||||||||||||||||||
Non-employee director [Member] | ||||||||||||||||||||||||
Stock Options and Grants (Textual) | ||||||||||||||||||||||||
Restricted stock or options issued, shares | 59,170 | 46,826 | 12,000 | |||||||||||||||||||||
Fair value of stock price | $ / shares | $ 3.38 | $ 3.38 | $ 2.39 | $ 4.76 | $ 4.76 | |||||||||||||||||||
Fair value of options | $ | $ 57,120 | |||||||||||||||||||||||
Description of restricted stock units granted | 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 <span>six</span> months after the termination of the director from the Company’s Board of Directors or death or disability. The fair value of these units upon issuance amounted to $111,920. | |||||||||||||||||||||||
Rogers [Member] | ||||||||||||||||||||||||
Stock Options and Grants (Textual) | ||||||||||||||||||||||||
Restricted stock or options issued, shares | 37,500 | |||||||||||||||||||||||
Fair value of restricted units | $ | $ 200,000 | |||||||||||||||||||||||
Consultant [Member] | ||||||||||||||||||||||||
Stock Options and Grants (Textual) | ||||||||||||||||||||||||
Restricted stock or options issued, shares | 12,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | May 14, 2021 | Apr. 14, 2021 | Feb. 11, 2020 | Sep. 12, 2018 | Apr. 30, 2020 | Jan. 31, 2019 | Jun. 15, 2020 | Jan. 31, 2020 | Jun. 21, 2019 |
Other Commitments [Line Items] | |||||||||
Damages sought value | $ 67,125.83 | $ 2,861,401.66 | $ 761,401.66 | $ 2,100,000 | |||||
Unpaid wages | $ 300,000 | $ 372,638 | $ 30,428.71 | ||||||
severance | $ 300,000 | ||||||||
Description of commitments | provide for an annual base salary of $400,000, provide for a performance bonus structure for a bonus of up to 50% of base salary upon the Company’s achievement of $2,000,000 EBITDA and additional performance bonus payments for the achievement of EBITDA in excess of $2,000,000 based on a percentage of the incremental increase in EBITDA (ranging from 10% of the incremental increase in EBITDA if the Company achieves over $2,000,000 and up to $7,000,000 in EBITDA, 8% of the incremental increase in EBITDA if the Company achieves over $7,000,000 and up to $12,000,000 in EBITDA and 3% of the incremental increase in EBITDA over $12,000,000), provide for a profits-based additional bonus of up to $250,000 in certain limited circumstances, and provide for one (1) year severance, plus a pro-rated amount of any unpaid bonus earned by him during the year as verified by the Company’s principal financial officer, if Mr. Galvin is terminated without cause. At the Company’s option, up to fifty (50%) percent of the EBITDA performance bonuses may be paid in restricted stock units if then available for grant under the Company’s Stock Incentive Plan. All other terms of the employment agreement remain in full force and effect. | ||||||||
Osang Healthcare Company, Ltd. [Member] | |||||||||
Other Commitments [Line Items] | |||||||||
Description of commitments | two million (2,000,000) units of Osang’s “Genefinder Plus RealAmp Covid-19 PCR Test” (the “Covid-19 Test”) for domestic and international distribution. The Company has also asserted that Osang breached the covenant of good faith and fair dealing, fraudulently induced it to enter into the MSA, and violated §349 of the New York General Business Law’s prohibition of deceptive business practices.</span>" id="sjs-C9">The Company has asserted that Osang materially breached a certain Managed Supply Agreement (“MSA”) entered into between the parties on October 12, 2020, pursuant to which the Company received on consignment <span style="color: #000000;">two million (2,000,000) units of Osang’s “Genefinder Plus RealAmp Covid-19 PCR Test” (the “Covid-19 Test”) for domestic and international distribution. The Company has also asserted that Osang breached the covenant of good faith and fair dealing, fraudulently induced it to enter into the MSA, and violated §349 of the New York General Business Law’s prohibition of deceptive business practices.</span> |
Subsequent Events (Details)
Subsequent Events (Details) | 1 Months Ended | 12 Months Ended | |
Oct. 29, 2021USD ($) | Jan. 21, 2020USD ($) | Dec. 31, 2021USD ($)aft²Residential units | |
Subsequent Events [Abstract] | |||
Acre acquired (in acres) | a | 114 | ||
Payments for acquiring site | $ 870,000 | ||
Manufacturing space (in square foot) | ft² | 680,000 | ||
Number of residential units (in units) | Residential units | 300 | ||
Principal amount of promissory note | $ 750,000 | $ 100,000 | |
Original promissory note issued | $ 100,000 |