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Introduction and Certain Cautionary Statements
As used in this Quarterly Report, unless the context requires otherwise, references to the "Company," "we," "us," and "our" refer toSG Blocks, Inc. and its subsidiaries. The following discussion and analysis of the financial condition and results of our operations should be read in conjunction with our unaudited condensed consolidated financial statements and related notes and schedules included elsewhere in this Quarterly Report on Form 10-Q and with our audited condensed consolidated financial statements and notes for the year endedDecember 31, 2021 , which were included in our Annual Report on Form 10-K for the year then endedDecember 31, 2021 , as filed with theSecurities and Exchange Commission (the "SEC") onApril 18, 2022 (the "2021 Form 10-K"). This discussion, particularly information with respect to our future operations, includes forward-looking statements that involve risks and uncertainties as described under the heading "Special note regarding forward-looking statements" in this Quarterly Report on Form10-Q. You should review the disclosure under the heading "Risk Factors" in this Quarterly Report on Form 10-Q for a discussion for important factors that could cause our actual results to differ materially from those anticipated in these forward-looking statements.
Special note regarding forward-looking statements
This Quarterly Report on Form 10-Q contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed in the forward-looking statements. The statements contained in this report that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Statements contained in this Quarterly Report on Form 10-Q may use forward-looking terminology, such as "anticipates," "believes," "could," "would," "estimates," "may," "might," "plan," "expect," "intend," "should," "will," or other variations on these terms or their negatives. All statements other than statements of historical facts are statements that could potentially be forward-looking. The Company cautions that forward-looking statements involve risks and uncertainties and actual results could differ materially from those expressed or implied in these forward-looking statements or could affect the extent to which a particular objective, projection, estimate or prediction is realized. Factors that could cause or contribute to such differences include, but are not limited to: general economic, political and financial conditions, both inthe United States and internationally; our ability to obtain additional financing on acceptable terms, if at all, or to obtain additional capital in other ways; our ability to increase sales, generate income, effectively manage our growth and realize our backlog; competition in the markets in which we operate, including the consolidation of our industry, our ability to expand into and compete in new geographic markets and our ability to compete by protecting our proprietary manufacturing process; a disruption or cybersecurity breach in our or third-party suppliers' information technology systems; our ability to adapt our products and services to industry standards and consumer preferences and obtain general market acceptance of our products; product shortages and the availability of raw materials, and potential loss of relationships with key vendors, suppliers or subcontractors; the seasonality of the construction industry in general, and the commercial and residential construction markets in particular; a disruption or limited availability with our third party transportation vendors; the loss or potential loss of any significant customers; exposure to product liability, including the possibility that our liability for estimated warranties may be inadequate, and various other claims and litigation; our ability to attract and retain key employees; our ability to attract private investment for sales of product; the credit risk from our customers and our customers' ability to obtaining third-party financing if and as needed; an impairment of goodwill; the impact of federal, state and local regulations, including changes to international trade and tariff policies, and the impact of any failure of any person acting on our behalf to comply with applicable regulations and guidelines; costs incurred relating to current and future legal proceedings or investigations; the cost of compliance with environmental, health and safety laws and other local building regulations; our ability to utilize our net operating loss carryforwards and the impact of changes inthe United States' tax rules and regulations; dangers inherent in our operations, such as natural or man-made disruptions to our facilities and project sites, the impact of COVID-19, and related government "shelter-in-place" mandates and other restrictions on business and commercial activity and the adequacy of our insurance coverage; our ability to comply with the requirements of being a public company; fluctuations in the price of our common stock, including decreases in price due to sales of significant amounts of stock; potential dilution of the ownership of our current stockholders due to, among other things, public offerings or private placements by the Company or issuances upon the exercise of outstanding options or warrants and the vesting of restricted stock units; the ability of our principal stockholders, management and directors to potentially exert control due to their ownership interest; any ability to pay dividends in the future; potential negative reports by securities or industry analysts regarding our business or the construction industry in general;Delaware law provisions discouraging, delaying or preventing a merger or acquisition at a premium price; our ability to remain listed on the Nasdaq Capital Market and the possibility that our stock will be subject to penny stock rules; our classification as a smaller reporting company resulting in, among other things, a potential reduction in active trading of our common stock or increased volatility in our stock price; and any factors discussed in "Part II - Item 1A. Risk Factors" to this Quarterly Report on Form 10-Q as well as our 2021 Form 10-K, and other filings with theSecurities Exchange Commission . In addition, certain information presented below is based on unaudited financial information. There can be no assurance that there will be no changes to this information once audited financial information is available. As a result, readers are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of this report. The Company will not undertake to update any forward-looking statement herein or that may be made from time to time on behalf of the Company.
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Overview
We are a provider of Modular (as defined below) facilities. Prior to the COVID-19 pandemic, the Modules we supplied were primarily for retail, restaurant and military use and were manufactured by third party suppliers using our proprietary technology and design and engineering expertise, which modifies code-engineered cargo shipping containers and purpose-built modules for use for safe and sustainable commercial, industrial and residential building. With our acquisition inSeptember 2020 ofEcho DCL, LLC ("Echo"), one of our key supply chain providers, we now have more control over the manufacturing process and have increased our product offerings to add Modules made out of wood. InMarch 2020 , in response to the COVID-19 pandemic we began increasing our focus on providing our Modules as health care facilities for deployable medical response solutions. Our partnership withClarity Lab Solutions, LLC ("Clarity Labs ") inBoca Raton, Florida , a CLIA-certified laboratory, has allowed us to provide laboratory testing in our Modules. During 2021, we also began to focus on acquiring property to build multi-family housing communities that allows us to utilize the manufacturing services of Echo. Prior toOctober 2019 , our business model was solely a project-based construction model pursuant to which we were responsible for the design and construction of finished products that incorporated our technology primarily to customers in the retail, restaurant, military and education industries throughoutthe United States . InOctober 2019 , we changed our business model for our residential building construction to a royalty fee model and entered into a five-year exclusive license with CPF GP 2019-1 LLC ("CPF") under which CPF licensed on an exclusive basis our proprietary technology and intellectual property to develop and commercialize products inthe United States (and its territories) for residential use, including, without limitation, single-family residences and multi-family residences, but excluding military housing. OnJune 15, 2021 , we terminated the exclusive license by mutual agreement and ceased our royalty fee model.? Prior to the COVID-19 pandemic, our core customer base was comprised of architects, landowners, builders and developers who use our Modules in commercial and residential structures. Our cargo modified Modules allow for the redesign, repurpose and conversion of heavy-gauge steel cargo shipping containers into SGBlocks™, which are safe green building blocks for commercial, industrial, and residential building construction, rather than consuming new steel and lumber. Our technology and expertise is also used to purpose-build modules, or prefabricated steel modular units customized for use in modular construction ("SGPBMs" and, together with SGBlocks™, "Modules"), primarily to augment or complement an SGBlocks™ structure. InMarch 2020 , we began increasing our focus on providing our Modules as health care facilities for deployable medical response solutions. In May, we entered into a joint development agreement with Grimshaw Design to assist with the deployment of our D-Tec suite of prefabricated health facilities for on-site immediate COVID-19 testing. InSeptember 2020 , we entered theU.S. test lab market by forming a joint venture withClarity Labs , a manufacturer and market leader of rapid diagnostic tests, to launch CLIA-certified laboratories. Our joint venture withClarity Labs has allowed us to not only supply our D-Tec suite of prefabricated health facilities but also allows us to provide testing services at such facilities. We have supplied our building modular coronavirus testing centers and provide testing services forLos Angeles International Airport (LAX), Memorial inWayne County, Michigan and have been selected as a Trusted Testing Partner (TTP) forHawaii's COVID-19 travel testing program. InSeptember 2020 , we acquired substantially all the assets of Echo, aTexas limited liability company, except for Echo's real estate holdings for which we obtained a right of first refusal. Echo is a container/modular manufacturer based inDurant, Oklahoma specializing in the design and construction of permanent modular and temporary modular buildings and was one of our key supply chain partners. Echo catered to the military, education, administration facilities, healthcare, government, commercial and residential customers. This acquisition has allowed us to expand our reach for our Modules and has offered us an opportunity to vertically integrate a large portion of our cost of goods sold, as well as increase margins, productivity and efficiency in the areas of design, estimating, manufacturing and delivery.
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Results of Operations
Six Months Ended
For the Six For the
Months Six Months
Ended June Ended June
30, 2022 30, 2021
Total Revenue $ 16,159,569 $ 21,041,614
Total Cost of revenue (12,901,174 ) (18,623,607 )
Total Payroll and related expenses (2,355,696 ) (1,629,186 )
Total Other Operating expenses (1,811,663 ) (1,874,345 )
Total Operating loss (908,964 ) (1,085,524 )
Total Other income 393,096 91,599
Total Loss before income tax (515,868 ) (993,925 )
Add: Net income attributable non-controlling interest
1,616,669 2,581,211
Net loss attributable to common stockholders of
Revenue During the six months endedJune 30, 2022 , we derived revenue from the following three categories of sources: construction services, engineering services and medical revenue. Medical revenue was a new source of revenue which commenced during the fourth quarter of 2020 whenClarity Mobile Venture LLC commenced operations. We continued to derive revenue from this source during the quarter endedJune 30, 2022 . Total revenue for the six months endedJune 30, 2022 was$16,159,569 compared to$21,041,614 for the six months endedJune 30, 2021 . This decrease of$4,882,045 or approximately 23% was mainly driven by a decrease in medical revenue of$5,538,238 , offset by an increase in construction services which consisted an increase in office projects of$4,282,289 , a decrease in government projects of$2,183,103 and a decrease of special use projects of$1,656,995 .
Cost of Revenue and Gross Profit
Cost of revenue was$12,901,174 for the six months endedJune 30, 2022 , compared to$18,623,607 for the six months endedJune 30, 2021 . The decrease of$5,722,433 or a decrease of approximately 31%, is primarily related to lower testing volumes resulting in a decrease in our medical cost of revenue as well as a decrease in cost of goods sold from construction services in the amount of$1,303,729 .
Gross profit was
2022
Gross profit margin percentage increased to 20% for the six months endedJune 30, 2022 compared to 11% for the six months endedJune 30, 2021 primarily due to a legacy contract from the acquisition of SG Echo which incurred losses during the six months endedJune 30, 2021 from escalations in material pricing related to COVID-19 and labor overages.
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Payroll and Related Expenses
Payroll and related expenses for the six months ended
increase was primarily caused by an increase of approximately
stock-based compensation during the six months ended
Other Operating Expenses (General and administrative expenses, Marketing and
business development expense, and Pre-project expenses)
Other operating expenses (general and administrative expenses, marketing and business development expenses, pre-project expenses) for the six months endedJune 30, 2022 were$1,811,663 compared to$1,874,345 for the six months endedJune 30, 2021 . Other Income (Expense) Interest income for the six months endedJune 30, 2022 was$23,762 mainly derived from bank interest and interest associated with an outstanding note receivable. There was$31,267 of interest income for the six months endedJune 30, 2021 . Other income for the six months endedJune 30, 2022 was$491,309 primarily related to a return of escrow from the SG Echo acquisition. There was 61,024 other income for the six months endedJune 30, 2021 . Interest expense for the six months endedJune 30, 2022 and 2021 was$121,975 and$692 , respectively. The increase in interest expense resulted from the notes payable entered into duringJuly 2021 . Income Tax Provision
A 100% valuation allowance was provided against the deferred tax asset
consisting of available net operating loss carry forwards and, accordingly, no
income tax benefit was provided.
Impact of Inflation
Inflation has caused increases on some of the Company’s estimated costs for
construction projects in progress and completed during the past two fiscal
years, which has affected the Company’s revenue and income(loss) from continuing
operations.
Our operations for the three months ended
indicative of our future operations.
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Three Months Ended
For the Three For the Three
Months Ended June Months Ended June
30, 2022 30, 2021
Total Revenue $ 7,554,971 $ 11,853,987
Total Cost of revenue (6,783,011 ) (9,842,606 )
Total Payroll and related expenses (1,211,509 ) (801,664 )
Total Operating expenses (888,307 ) (1,133,784 )
Total Operating profit (loss) (1,327,856 ) 75,933
Total Other income (expense) 310,260 74,492
Total Income (Loss) before income tax (1,017,596 ) 150,425
Add: Net profit attributable non-controlling interests 397,764 1,691,684
Net loss attributable to common stockholders of
Revenue During the quarter endedJune 30, 2022 , we derived revenue from the following three categories of sources: construction services, engineering services and medical revenue. The medical revenue source was a new source that commenced operations in the fourth quarter of 2020 and continued with strong revenue related to COVID-19 samples collected from our Clarity Mobile joint venture in the second quarter 2022. Total revenue for the three months endedJune 30, 2022 was$7,554,971 compared to$11,853,987 for the three months endedJune 30, 2021 . This decrease of$4,299,016 or approximately 36% was mainly driven by a decrease in medical revenue of$6,468,104 offset by an increase in construction services which consisted of an increase in office projects of$3,730,806 , and a decrease in government projects of$1,097,660 .
Cost of Revenue and Gross Profit
Cost of revenue was$6,783,011 for the three months endedJune 30, 2022 , compared to$9,842,606 for the three months endedJune 30, 2021 . The decrease of$3,059,595 or a decrease of approximately 31%, is primarily related to lower testing volumes resulting in a decrease in our medical revenue as well as a decrease in cost of goods sold from construction services in the amount of$1,078,868 .
Gross profit was
2022
Gross profit margin percentage decreased to approximately 10% for the three months endedJune 30, 2022 compared to approximately 17% for the three months endedJune 30, 2021 . This decrease was primarily from a contract in the amount of$5,954,950 recognizing gross profit of$32,459 on$3,724,226 of revenue during the three months endedJune 30, 2022 .
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Payroll and Related Expenses
Payroll and related expenses for the three months ended
increase was primarily caused by an increase of approximately
stock-based compensation expense.
Other Operating Expenses (General and administrative expenses, Marketing and
business development expense, and Pre-project expenses)
Other operating expenses (general and administrative expenses, marketing and business development expenses, pre-project expenses) for the three months endedJune 30, 2022 were$888,307 compared to$1,133,784 for the three months endedJune 30, 2021 . The decrease resulted primarily from a decrease in contract labor costs of approximately$320,000 .
Other Income (Expense)
Interest income for the three months endedJune 30, 2022 was$10,979 mainly derived from bank interest and interest associated with an outstanding note receivable. There was$13,797 of interest income for the three months endedJune 30, 2021 . Interest expense for the three months endedJune 30, 2022 and 2021 was$73,126 and$329 , respectively. Other income for the three months endedJune 30, 2022 was$372,407 primarily related to a return of escrow from the SG Echo acquisition. There was$61,024 other income for the three months endedJune 30, 2021 . Income Tax Provision A 0% valuation allowance was provided against the deferred tax asset consisting of available net operating loss carry forwards and, accordingly, no income tax benefit was provided. Impact of Inflation
Inflation has caused increases on some of the Company’s estimated costs for
construction projects in progress and completed during the past two fiscal
years, which has affected the Company’s revenue and income(loss) from continuing
operations.
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Impact of Coronavirus (COVID-19)
With the global spread of the ongoing novel coronavirus ("COVID-19") pandemic
beginning in 2020, we have implemented business continuity plans designed to
address and mitigate the impact of the COVID-19 pandemic on our employees and
business. The worldwide spread of the COVID-19 virus has resulted in a global
slowdown of economic activity, which is likely to decrease demand for a broad
variety of goods and services, including from our customers, while also
resulting in delays in projects due to labor shortages and supplier disruptions
for an unknown period of time until the disease is contained. To date, we have
experienced some delays in projects due to COVID-19, which we expect to have an
impact on our revenue and our results of operations, the size and duration of
which we are currently unable to predict. Any quarantines, the timing and length
of containment and eradication solutions, travel restrictions, absenteeism by
infected workers, labor shortages or other disruptions to the suppliers and
contract manufacturers or customers would likely adversely impact our sales, and
operating results and result in further project delays. In addition, the
pandemic could result in an economic downturn that could affect the ability of
our customers and licensees to obtain financing and therefore impact demand for
our products. Order lead times could be extended or delayed and increases we
have experienced in pricing could continue to increase. Some products or
services may become unavailable if the regional or global spread were
significant enough to prevent alternative sourcing. Accordingly, we are
considering alternative product sourcing in the event that product supply
becomes problematic. We expect this global pandemic to have an impact on our
revenue and results of operations, the size and duration of which we are
currently unable to predict. In addition, to the extent the ongoing COVID-19
pandemic adversely affects our business and results of operations, it may also
have the effect of heightening many of the other risks and uncertainties which
we face.
Liquidity and Capital Resources
As of
investments.
Historically, our operations have primarily been funded through proceeds from equity and debt financings, as well as revenue from operations. InJune 2017 , we completed a public offering, resulting in net proceeds of approximately$6,800,000 after deducting underwriting discounts and commissions and other expenses. InJuly 2017 , in connection with a public offering, the underwriters exercised their option to purchase 11,250 additional shares of common stock. As a result of the exercise and closing of the option to purchase additional shares, total net proceeds from the public offering were approximately$7,900,000 after deducting underwriting discounts and commissions and related expenses. InApril 2019 , we issued 42,388 shares of our common stock at a price of$22.00 per share through a Securities Purchase Agreement with certain institutional investors and accredited investors.
In
per share pursuant to the terms of an Underwriting Agreement to the public.
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Liquidity and Capital Resources (continued)
InDecember 2019 , we completed the public offering where we issued 857,500 shares of common stock at a public offering price of$3.00 per share resulting in net proceeds of approximately$2,117,948 after deducting underwriting discounts and commissions and other expenses. In ourNovember 2019 debt financing, we received a cash payment in the aggregate amount of$375,000 pursuant to a Securities Purchase Agreement that we entered into withRed Diamond Partners LLC (the "Lender"), and we issued to the Lender a Debenture (the "Debenture") in the aggregate principal amount of$480,770 (representing an original issue discount of 22%), which Debenture was secured by a security interest in all of our existing and future assets, subject to existing security interests and exceptions. We received net proceeds of approximately$326,250 after deducting certain fees due to the placement agent and certain transaction expenses. The Debenture was repaid in full out of the proceeds of ourDecember 2019 public offering. OnFebruary 4, 2020 , we entered into a Securities Purchase Agreement with an accredited investor, pursuant to which we issued to the investor a secured note in the aggregate principal amount of$200,000 (the "Note"). The Note bears interest at a rate of nine percent (9%) per annum, is due onJuly 31, 2023 , and is secured under a Pledge Agreement, datedFebruary 4, 2020 , entered into with the investor (the "Pledge Agreement") by a security interest in the royalty payable to us under that certain Exclusive License Agreement, datedOctober 3, 2019 , with CPF GP 2019-1 LLC. We have 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 third quarter of 2020, the Note to investor of$200,000 and unpaid accrued interest of$86,263 was converted into 73,665 shares of common stock. InApril 2020 , we completed a public offering where we issued 440,000 shares of common stock at a public offering price of$4.25 per share, which resulted in net proceeds of approximately$1,522,339 , after deducting underwriting discounts and commissions and other expenses related to the offering. InMay 2020 , we sold an aggregate of 6,900,000 shares of our common stock at a public offering price of$2.50 per share and onMay 15, 2020 , and received total net proceeds after deducting underwriting discounts and commissions and other offering expenses payable by us, were approximately$15,596,141 . InOctober 2021 , we received aggregate gross proceeds of$11.55 million from our issuance to an investor (A) in a registered direct offering of (i) 975,000 shares of our common stock and (ii) pre-funded warrants to purchase an aggregate of 2,189,384 shares of common stock and (B) in a concurrent private placement Series A warrants to purchase up to 1,898,630 shares of Common Stock. We continue to generate losses from operations. AtJune 30, 2022 andDecember 31, 2021 we had a cash balance and short-term investment of$2,428,211 and$13,024,381 , respectively. As ofJune 30, 2022 , our stockholders' equity was$20,364,083 compared to$21,715,789 as ofDecember 31, 2021 . Our net loss attributable to common stockholders ofSG Blocks, Inc. for the six months endedJune 30, 2022 was$2,132,537 and net cash used in operating activities was$5,362,545 . We anticipate our cash balance is sufficient to last at least twelve months from the date of this Quarterly Report on Form 10-Q. We may need to generate additional revenues or secure additional financing sources, such as debt or equity capital, to fund future growth, which financing may not be available on favorable terms or at all. We do not have any additional sources secured for future funding, and if we are unable to raise the necessary capital at the times we require such funding, we may need to materially change our business plan, including delaying implementation of aspects of such business plan or curtailing or abandoning such business plan altogether. Cash Flow Summary Six Months Ended June 30, 2022 2021 Net cash used in: Operating activities$ (5,362,545 ) $ (1,307,944 ) Investing activities (3,077,625 ) (8,243,216 ) Financing activities (2,156,000 ) (1,135,597 )
Net decrease in cash and cash equivalents
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Operating activities used net cash of$5,362,545 during the six months endedJune 30, 2022 , and used net cash of$1,307,944 during the six months endedJune 30, 2021 . Generally, our net operating cash flows fluctuate primarily based on changes in our profitability and working capital. Cash used in operating activities increased by approximately$4,054,601 . Investing activities used net cash of$3,077,625 during the six months endedJune 30, 2022 , and$8,243,216 net cash in the six months endedJune 30, 2021 a decrease in cash used of$5,165,591 . This change results primarily from a decrease of$2,941,009 of the purchase of property and equipment during the six months endedJune 30, 2022 and$3,350,239 of an investment in and advances to equity affiliates during the six months endedJune 30, 2021 . Financing activities used net cash of$2,156,000 during the six months endedJune 30, 2022 . Financing activities used$1,135,597 net cash during the six months endedJune 30, 2021 . This change of$1,020,403 results from the proceeds from conversion of warrants to common stock in the amount of$707,187 during the six months endedJune 30, 2021 and an increase of$312,316 of distributions paid to non-controlling interest during the six months endedJune 30, 2022 . We provide services to our construction and engineering customers in three separate phases: the design phase, the architectural and engineering phase and the construction phase. Each phase is independent of the other, but builds through a progression of concept through delivery of a completed structure. These phases may be embodied in a single contract or in separate contracts, which is typical of a design build process model. As ofJune 30, 2022 , we had ten projects totaling$4,183,116 under contract. Of these contracts, all ten projects combine all three phases or parts thereof and including construction. We expect that all of this revenue will be realized byDecember 31, 2022 . Backlog may fluctuate significantly due to the timing of orders or awards for large projects and is not necessarily indicative of future backlog levels or the rate at which backlog will be recognized as revenue. Our backlog increased by approximately$965,000 fromDecember 31, 2021 toJune 30, 2022 . We expect that all of this revenue will be realized byDecember 31, 2022 . Backlog does not include COVID tests or testing services provided through our joint venture, Clarity Mobile Venture. There can be no assurance that our customers will decide to and/or be able to proceed with these construction projects, or that we will ultimately recognize revenue from these projects in a timely manner or at all.
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Off-Balance Sheet Arrangements
As of
arrangements to which we are a party.
In the ordinary course of business, we enter into agreements with third parties that include indemnification provisions which, in our judgment, are normal and customary for companies in our industry sector. These agreements are typically with consultants and certain vendors. Pursuant to these agreements, we generally agree to indemnify, hold harmless, and reimburse indemnified parties for losses suffered or incurred by the indemnified parties with respect to actions taken or omitted by us. The maximum potential amount of future payments we could be required to make under these indemnification provisions is unlimited. We have not incurred material costs to defend lawsuits or settle claims related to these indemnification provisions. As a result, the estimated fair value of liabilities relating to these provisions is minimal. Accordingly, we have no liabilities recorded for these provisions as ofJune 30, 2022 .
Critical Accounting Policies and New Accounting Pronouncements
Critical Accounting Estimates Our condensed consolidated financial statements have been prepared using generally accepted accounting principles inthe United States of America ("GAAP"). In connection with the preparation of the financial statements, we are required to make assumptions and estimates and apply judgments that affect the reported amounts of assets, liabilities, revenue, and expenses, and the related disclosures. We base our assumptions, estimates, and judgments on historical experience, current trends, and other factors that we believe to be relevant at the time the consolidated financial statements are prepared. On a regular basis, we review the accounting policies, assumptions, estimates, and judgments to ensure that our financial statements are presented fairly and in accordance with GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material.
Our significant accounting policies are discussed in “Note 3- Summary of
Significant Accounting Policies” of the notes to our condensed consolidated
financial statements included elsewhere in this report. We believe that the
following accounting policies are the most critical in fully understanding and
evaluating our reported financial results.
Share-based payments. We measure 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 the award is measured on the grant date. For non-employees, the fair value of the award is generally re-measured on interim financial reporting dates and vesting dates until the service period is complete. 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. We recognize 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 is reported within payroll and related expenses in the consolidated statements of operations. Stock-based compensation expense to non-employees is reported within marketing and business development expense in the consolidated statements of operations. Other derivative financial instruments. SGB classifies as equity any contracts that (i) require physical settlement or net-share settlement or (ii) provide a choice of net-cash settlement or settlement in SGB's own shares (physical settlement or net-share settlement), provided that such contracts are indexed to SGB's own stock. SGB 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 SGB's control) or (ii) give the counterparty a choice of net-cash settlement or settlement shares (physical settlement or net-cash settlement). SGB 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.
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Critical Accounting Policies (continued)
Convertible instruments. SGB 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 (i) 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; (ii) the hybrid instrument that embodies both
the embedded derivative instrument and the host contract is not re-measured at
fair value under otherwise applicable GAAP measures with changes in fair value
reported in earnings as they occur; and (iii) a separate instrument with the
same terms as the embedded derivative instrument would be considered a
derivative instrument.
SGB determined that the embedded conversion options that were included in the
previously outstanding convertible debentures should be bifurcated from their
host and a portion of the proceeds received upon the issuance of the hybrid
contract has been allocated to the fair value of the derivative. The derivative
was subsequently marked to market at each reporting date based on current fair
value, with the changes in fair value reported in results of operations.
Revenue recognition - we determine, 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
we expect to be entitled in exchange for those goods or services. To achieve
this core principle, we apply the following five steps in accordance with its
revenue policy:
(1) Identify the contract with a customer
(2) Identify the performance obligations in the contract
(3) Determine the transaction price
(4) Allocate the transaction price to performance obligations in
the contract
(5) Recognize revenue as performance obligations are satisfied
On certain contracts, we apply recognition of revenue over time, which is similar to the method we 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.
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For product or equipment sales, we apply recognition of revenue when the
customer obtains control over such goods, which is at a point in time.
OnOctober 3, 2019 , we 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, we will receive royalty payments based upon gross revenues earned by the licensee for commercialized products within the field of design and project management platforms for residential use, including single-family residences and multi-family residences, but excluding military housing. We have determined that the ELA grants the licensee a right to access our intellectual property throughout the license period (or its remaining economic life, if shorter), and thus recognizes revenue over time as the licensee recognizes revenue and we have the right to payment of royalties. No revenue has been recognized under the ELA for the six months endedJune 30, 2022 . We entered into a joint venture agreement withClarity 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. In addition, we formedChicago Airport Testing, LLC which collects rental revenue Included in the consideration we expected to be entitled to receive, we estimate its contractual allowances, payer denials and price concessions. During the six months endedJune 30, 2022 , we recognized$10,203,215 in revenue related to activities through the JV, which is included in medical revenue on the accompanying consolidated statements of operations.
Critical Accounting Policies (continued)
Goodwill -Goodwill represents the excess of reorganization value over the fair value of identified net assets upon emergence from bankruptcy. In accordance with the accounting guidance on goodwill, we perform our 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 value. Our evaluation of goodwill completed during the year endedDecember 31, 2021 , resulted in no impairment loss. There was no impairment during the six months endedJune 30, 2022 . Intangible assets - Intangible assets consist of$2,766,000 of proprietary knowledge and technology which is being amortized over 20 years,$97,164 of trademarks which is being amortized over 5 years,$47,800 of website fees which is being amortized over 5 years. Our evaluation of intangible assets for impairment during the year endedDecember 31, 2021 , determined that there were no impairment losses. There was no impairment during the six months endedJune 30, 2022 .
New Accounting Pronouncements
See Note 3 to the accompanying consolidated financial statements for all
recently adopted and new accounting pronouncements.
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Non-GAAP Financial Information
In addition to our results under GAAP, we also present EBITDA and Adjusted EBITDA for historical periods. EBITDA and Adjusted EBITDA are non-GAAP financial measures and have been presented as supplemental measures of financial performance that are not required by, or presented in accordance with, GAAP. We calculate EBITDA as net income (loss) before interest expense, income tax benefit (expense), depreciation and amortization. We calculate Adjusted EBITDA as EBITDA before certain non-recurring adjustments such as loss on conversion of convertible debentures, change in fair value of financial instruments and stock compensation expense. EBITDA and Adjusted EBITDA are presented because they are important metrics used by management as one of the means by which it assesses our financial performance. EBITDA and Adjusted EBITDA are also frequently used by analysts, investors and other interested parties to evaluate companies in our industry. These measures, when used in conjunction with related GAAP financial measures, provide investors with an additional financial analytical framework that may be useful in assessing us and our results of operations. EBITDA and Adjusted EBITDA have certain limitations. EBITDA and Adjusted EBITDA should not be considered as alternatives to net income (loss), or any other measures of financial performance derived in accordance with GAAP. These measures also should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items for which these non-GAAP measures make adjustments. Additionally, EBITDA and Adjusted EBITDA are not intended to be liquidity measures because of certain limitations, including, but not limited to: ? They do not reflect our cash outlays for capital expenditures;
? They do not reflect changes in, or cash requirements for, working capital; and
? Although depreciation and amortization are non-cash charges, the assets are
being depreciated and amortized and may have to be replaced in the future, and
these non-GAAP measures do not reflect cash requirements for such
replacements.
Other companies, including other companies in our industry, may not use such
measures or may calculate one or more of the measures differently than as
presented in this Quarterly Report on Form 10-Q, limiting their usefulness as a
comparative measure.
In evaluating EBITDA and Adjusted EBITDA, you should be aware that in the future
we will incur expenses that are the same or similar to some of the adjustments
made in our calculations, and our presentation of EBITDA and Adjusted EBITDA
should not be construed to mean that our future results will be unaffected by
such adjustment. Management compensates for these limitations by using EBITDA
and Adjusted EBITDA as supplemental financial metrics and in conjunction with
our results prepared in accordance with GAAP. The non-GAAP information should be
read in conjunction with our consolidated financial statements and related
notes.
Non-GAAP Financial Information (continued)
The following is a reconciliation of EBITDA and Adjusted EBITDA to the nearest
GAAP measure, net gain (loss):
Three
Three Months Ended Months Ended Six Months Ended Six Months Ended
June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021
Net loss attributable to common
stockholders of SG Blocks, Inc. $ (1,415,360 ) $ (1,541,259 ) $ (2,132,537 ) $ (3,575,136 )
Addback interest expense 73,126 329 121,975 692
Addback interest income (10,979 ) (13,797 ) (23,762) (31,267 )
Addback depreciation and
amortization 156,731 159,227 313,573 301,020
EBITDA (non-GAAP) (1,196,482 )
(1,395,500 ) (1,720,751 ) (3,304,691 )
Addback litigation expense 53,391 60,053 167,774 141,272
Addback stock compensation expense 631,076 246,236 1,280,162 532,422
Adjusted EBITDA (non-GAAP) $ (512,015 ) $ (1,089,211 ) $ (272,815) $ (2,630,997 )
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