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Item 2. Management’s Discussion and Analysis

2024-11-27 compared with 2024-08-14 · 110 added, 91 removed, 213 unchanged (49% of the section changed)

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Introduction and Certain Cautionary Statements

As used in this Quarterly Report on Form 10-Q for the period ended June 30, 2024 (this “Quarterly Report on Form 10-Q”), unless the context requires otherwise, references to the "Company," "we," "us," and "our" refer to Safe & Green Holdings Corp.

As used in this Quarterly Report on Form 10-Q for the period ended September 30, 2024 (this “Quarterly Report on Form 10-Q”), unless the context requires otherwise, references to the "Company," "we," "us," and "our" refer to Safe & Green Holdings Corp.

and its subsidiaries.

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our ability to obtain additional financing on acceptable terms, if at all, or to obtain additional capital in other ways ;

general economic, political and financial conditions, includ ing inflatio n, b oth in the United States and internationally;

general economic, political and financial conditions, including inflation, both in the United States and internationally;

our ability to increase sales, generate income, effectively manage our growth and realize our backlog;

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SG DevCorp has a minority interest in Norman Berry II Owners LLC and JDI-Cumberland Inlet LLC.

During 2024 , the Company’s ownership in SG DevCorp fell below 50 %, and the Company deconsolidated SG DevCorp from its financial statements (the “Deconsolidation”).

As of September 30, 2024, the Company accounts for its investment in SG DevCorp on the equity method.

Upon deconsolidation, the Company recognized a gain of $ 4,728,348 which resulted from the difference between the fair value of the Company’s investment upon deconsolidation, and the net assets and carrying value of the non-controlling interest.

The Deconsolidation represents a strategic shift in the Company’s operations and will have a major effect on the Company’s operations and financial results.

Prior year financial statements for 2023 have been restated to present the operations of SG DevCorp as a discontinued operation

Recent Developments

On May 1, 2024, we filed an amendment to our Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect a reverse stock split of the Company’s common stock, par value $0.01 (the “Common Stock”), at a ratio of 1-for-20, with an effective time of 12:01 a.m.

Eastern Time on May 2, 2024.

Upon the opening of trading on May 2, 2024, the Common Stock began trading under the existing trading symbol “SGBX” on a split-adjusted basis under a new CUSIP number, 78418A604.

On June 4, 2024, we received an expanded contract value in excess of $1,000,000, to construct an additional 11 container modules and related services for a government contractor to be used by an undisclosed major U.S.

government agency, bringing the total container modules ordered and delivered to 26 units.

On June 25, 2024, we received an expansion of an agreement to manufacture seven additional container-based electrical distribution centers as part of a multi-unit order for a client serving the big box retailer market, bringing the total units ordered to 11.

On July 25, 2024, we received an extension of time, through November 12, 2024, to regain compliance with Nasdaq’s Listing Rule 5550(b), which requires a minimum of $2,500,000 stockholders’ equity.

We expect to regain full compliance with the minimum stockholders’ equity requirement as a result of the recent private placement, cost-cutting initiatives aimed at achieving positive cash flow in 2024, ongoing debt reduction, and other strategic initiatives underway.

On October 30, 2024, we have successfully completed two substantial projects for a long-time customer, a large contractor to a U.S.

government agency.

The contracts, totaling 45 container-style office units, included one order for 15 units and another for 30 units, resulting in significant time and material savings for the customer.

The entire design-to-completion process highlights SG Echo’s rapid production capabilities, high-quality manufacturing, and commitment to timely delivery.

The office units, custom-designed from shipping containers, provide flexible, “plug-and-play” temporary office solutions for U.S.

military operations.

Each unit is built to meet strict safety and quality standards, underscoring SG Echo’s reputation for reliability, durability, and cost-effectiveness in modular construction.

The quick turnaround time of the project emphasizes SG Echo’s efficiency and capability in supporting government projects on tight timelines.

On November 6, 2024, we entered into an agreement with a single investor that is an existing holder of warrants to purchase shares of common stock of the Company for cash (the “Existing Warrants”), wherein the investor agreed to exercise the Existing Warrants to purchase up 2,758,620 shares of common stock at a reduced exercise price of $ 0.8718 per share, resulting in gross proceeds of approximately $ 2.4 million, before deducting offering fees and other expenses payable by the Company.

In consideration for the exercise of the Existing Warrants for cash, the investor received new warrants (the “New Warrants”) to purchase up to an aggregate of 5,517,240 shares of common stock.

The New Warrants are exercisable after stockholder approval at an exercise price of $ 0.8718 per common share and will expire five years after stockholder approval.

The Company issued and sold the New Warrants and any shares of common stock issuable upon exercise of the New Warrants in reliance on the exemption from the registration requirements of the Securities Act of 1933 , as amended (the “Securities Act”) by virtue of Section 4 (a)( 2 ) thereof and Rule 506 of Regulation D thereunder.

Results of Operations

Six Months Ended June 30, 2024 and 2023 :

For the Six Months Ended June 30, 2024

For the Six Months Ended June 30, 2023

Nine Months Ended September 30, 2024 and 2023 :

For the Nine Months Ended September 30, 2024

For the Nine Months Ended September 30, 2023

Total revenue

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Common stock deemed dividend

Net income attributable non-controlling interest

Income (loss) from discontinued operations

Net loss attributable to common stockholders of Safe & Green Holdings Corp.

During the six months ended June 30, 2024 , we derived revenue from our construction segment and development segment Total revenue for the six months ended June 30, 2024 was $ 2,271,347 compared to $ 10,600,990 for the six months ended June 30, 2023 .

During the nine months ended September 30, 2024 , we derived revenue from our construction segment.

Total revenue for the nine months ended September 30, 2024 was $ 3,932,592 compared to $ 14,566,351 for the nine months ended September 30, 2023 .

This decrease of $ 10,633,759 , or approximately 73 %, was mainly driven by a decrease in revenues from construction services due to less jobs in progress.

Cost of Revenue and Gross Profit

Cost of revenue was $ 1,739,232 for the six months ended June 30, 2024 , compared to $ 10,636,832 for the six months ended June 30, 2023 .

The de crease of $ 8,897,600 or a decrease of approximately 84 %, is primarily related to the de crease in construction services during the six months ended June 30, 2024 .

Gross profit (loss) was $ 532,115 and $( 35,842 ) for the six months ended June 30, 2024 and 2023 , respectively.

Gross profit (loss) margin percentage increased to 23 % for the six months ended June 30, 2024 compared to 0 % for the six months ended June 30, 2023 primarily due to the recognition of losses on construction services recognized during the six months ended June 30, 2023.

Cost of revenue was $ 3,618,031 for the nine months ended September 30, 2024 , compared to $ 15,138,225 for the nine months ended September 30, 2023 .

The de crease of $ 11,520,194 , or a decrease of approximately 76 %, is primarily related to the de crease in construction services during the nine months ended September 30, 2024 .

Gross profit (loss) was $ 314,561 and $( 571,874 ) for the nine months ended September 30, 2024 and 2023 , respectively.

Gross profit (loss) margin percentage increased to 8 % for the nine months ended September 30, 2024 compared to ( 4 )% for the nine months ended September 30, 2023 primarily due to the recognition of losses on construction services recognized during the nine months ended September 30, 2023 .

Operating Expenses

Payroll and related expenses for the six months ended June 30, 2024 were $ 4,997,798 compared to $ 5,498,819 for the six months ended June 30, 2023 .

decrease was primarily caused by a decrease in the vesting of restricted stock units during

the six months ended June 30, 2024 as compared to the prior period.

Other operating expenses (general and administrative expenses, marketing and business development expenses, pre-project expenses) for the six months ended June 30, 2024 were $ 2,360,583 compared to $ 3,336,266 for the six months ended June 30, 2023 .

This decrease was due to an overall decrease in operating expenses spend during 2024.

Payroll and related expenses for the nine months ended September 30, 2024 were $ 3,507,118 compared to $ 5,419,852 for the nine months ended September 30, 2023 .

This decrease was primarily caused by a decrease in the vesting of restricted stock units during the nine months ended September 30, 2024 as compared to the prior period, as well as the deconsolidation of SG DevCorp during 2024 .

Other operating expenses (general and administrative expenses and marketing and business development expenses) for the nine months ended September 30, 2024 were $ 1,829,370 compared to $ 4,052,957 for the nine months ended September 30, 2023 .

This decrease was due to an overall decrease in operating expenses spend during the nine months ended September 30, 2024 , as well as the deconsolidation of SG DevCorp during 2024 ..

Other Income (Expense)

Interest income for the six months ended June 30, 2024 was $ 9,570 mainly derived from bank interest and interest associated with an outstanding note receivable.

There was $ 18,816 of interest income for the six months ended June 30, 2023 .

There was $ 183,982 and $ 588,490 of other income for the six months ended June 30, 2024 and 2023 , respectively.

Interest expense for the six months ended June 30, 2024 and 2023 was $ 3,172,084 and $ 811,343 , respectively.

The increase in interest expense resulted from an increase in notes payable balances during 2024 .

Three Months Ended June 30, 2024 and 2023:

For the Three Months Ended June 30, 2024

For the Three Months Ended June 30, 2023

Interest income for the nine months ended September 30, 2024 was $ 9,570 mainly derived from bank interest and interest associated with an outstanding note receivable.

There was $ 22,002 of interest income for the nine months ended September 30, 2023 .

There was $ 186,634 and $ 690,618 of other income for the nine months ended September 30, 2024 and 2023 , respectively.

Interest expense for the nine months ended September 30, 2024 and 2023 was $( 2,404,277 ) and $( 735,070 ), respectively.

The increase in interest expense resulted from an increase in notes payable balances during the nine months ended September 30, 2024 .

During the nine months ended September 30, 2024, there was a change in fair value of equity-based investments of $( 5,590,666 ) recognized which resulted from the deconsolidation of SG DevCorp as well as $ 320,408 recognized from the disposition of SG DevCorp shares.

Income from Discontinued Operations

During the nine months ended September 30, 2024 , there was a gain on deconsolidation of $ 4,738,348 recognized which resulted from the deconsolidation of SG DevCorp, as well as $ 1,952,335 in a net loss recognized.

Three Months Ended September 30, 2024 and 2023 :

For the Three Months Ended September 30, 2024

For the Three Months Ended September 30, 2023

Total revenue

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Net income attributable non-controlling interest

Loss from discontinued operations

Net loss attributable to common stockholders of Safe & Green Holdings Corp.

During the three months ended June 30, 2024 , we derived revenue primarily from our construction segment.

Total revenue for the three months ended June 30, 2024 was $ 1,253,416 compared to $ 5,097,055 for the three months ended June 30, 2023 .

This decrease of $ 3,843,639 or approximately 75 % was mainly driven by a decrease in construction services due to less job in progress.

During the three months ended September 30, 2024 , we derived revenue primarily from our construction segment.

Total revenue for the three months ended September 30, 2024 was $ 1,753,223 compared to $ 3,965,361 for the three months ended September 30, 2023 .

This decrease of $ 2,212,138 , or approximately 56 %, was mainly driven by a decrease in construction services due to less jobs in progress.

Cost of Revenue and Gross Profit

Cost of revenue was $ 1,094,249 for the three months ended June 30, 2024 , compared to $ 5,063,425 for the three months ended June 30, 2023 .

The increase of $ 3,969,176 or a decrease of approximately 78 %, is primarily related to the decrease in construction services during the three months ended June 30, 2024 .

Gross profit was $ 159,167 and $ 33,630 for the three months ended June 30, 2024 and 2023 , respectively.

Gross profit margin percentage increased to 13 % for the three months ended June 30, 2024 compared to 1 % for the three months ended June 30, 2023 primarily due to the recognition of losses on construction services recognized during the three months ended June 30, 2023 .

Cost of revenue was $ 1,878,799 for the three months ended September 30, 2024 , compared to $ 4,501,393 for the three months ended September 30, 2023 .

The decrease of $ 2,622,594 , or a decrease of approximately 58 %, is primarily related to the decrease in construction services during the three months ended September 30, 2024 .

Gross loss was $( 125,576 ) and $( 536,032 ) for the three months ended September 30, 2024 and 2023 , respectively.

Gross profit margin percentage increased to ( 7 )% for the three months ended September 30, 2024 compared to ( 14 ) % for the three months ended September 30, 2023 primarily due to the recognition of losses on construction services recognized during the three months ended September 30, 2023 .

Operating Expenses

Payroll and related expenses for the three months ended June 30, 2024 were $ 1,729,729 compared to $ 4,184,429 for the three months ended June 30, 2023 .

This decrease was primarily caused by a decrease in the vesting of restricted stock units during the three months ended June 30, 2024 as compared to the prior year period.

Other operating expenses (general and administrative expenses, marketing and business development expenses, pre-project expenses) for the three months ended June 30, 2024 were $ 1,223,245 compared to $ 1,460,059 for the three months ended June 30, 2023 .

This decrease was due to an overall decrease in operating expenses spend during 2024.

Payroll and related expenses for the three months ended September 30, 2024 were $ 1,761,827 compared to $ 591,130 for the three months ended September 30, 2023 .

This increase was primarily caused by a decrease in the vesting of restricted stock units during the three months ended September 30, 2024 as compared to the prior year period.

Other operating expenses (general and administrative expenses and marketing and business development expenses) for the three months ended September 30, 2024 were $ 353,682 compared to $ 1,263,971 for the three months ended September 30, 2023 .

This decrease was due to an overall decrease in operating expenses spend during the three months ended September 30, 2024 , as well as the deconsolidation of SG DevCorp during 2024 .

Other Income (Expense)

There was $ 9,454 of interest income for the three months ended June 30, 2023 .

There was $ 135,365 and $ 569,851 of other income for the three months ended June 30, 2024 and 2023 , respectively.

Interest expense for the three months ended June 30, 2024 and 2023 was $ 1,889,328 and $ 523,971 , respectively.

The increase in interest expense resulted from an increase in notes payable balances during 2024 .

There was $ 3,186 of interest income for the three months ended September 30, 2023 .

There was $ 2,652 and $ 102,128 of other income for the three months ended September 30, 2024 and 2023 , respectively.

Interest expense for the three months ended September 30, 2024 and 2023 was $ 864,007 and $ 398,772 , respectively.

The increase in interest expense resulted from an increase in notes payable balances during the three months ended September 30, 2024 .

Additionally, during the three months ended September 30, 2024 , there was a change in fair value of equity-based investments of $( 613,665 ) recognized which resulted from the deconsolidation of SG DevCorp.

Income Tax Provision

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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 six months ended June 30, 2024 and 2023 may not be indicative of our future operations.

Our operations for the nine months ended September 30, 2024 and 2023 may not be indicative of our future operations.

Liquidity and Capital Resources

As of June 30, 2024 and December 31, 2023 , we had an aggregate of $ 1,016,784 and $ 17,448 , respectively, of cash and cash equivalents and short-term investments.

As of September 30, 2024 and December 31, 2023 , we had an aggregate of $ 256,957 and $ 14,212 , respectively, of cash and cash equivalents and short-term investments.

Historically, our operations have primarily been funded through proceeds from equity and debt financings, as well as revenue from operations.

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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 .

On May 3, 2024, we entered into a Securities Purchase Agreement (the “May Securities Purchase Agreement”) for a private placement (the “Private Placement”) with a single accredited institutional investor (the “Purchaser”).

Pursuant to the Securities Purchase Agreement, the Purchaser agreed to purchase 130,000 shares (the “Shares”) of our common stock, par value $ 0.01 per share (the “Common Stock”), and pre-funded warrants to purchase 1,249,310 shares of Common Stock in lieu thereof (the “Pre-Funded Warrants”) and common warrants (the “Common Warrants”) to purchase up to 2,758,620 shares of Common Stock.

Pursuant to the May Securities Purchase Agreement, the combined offering price of each Share and Common Warrant was set at $ 2.90 and the combined offering price of each Pre-Funded Warrant and Common Warrant was set at $ 2.8999 .

The Shares, the Pre-Funded Warrants, the Common Warrants and the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants and Common Warrants are collectively referred to herein as the “Securities.”

The Pre-Funded Warrants are exercisable immediately following the date of issuance, may be exercised at any time until all of the Pre-Funded Warrants are exercised in full, and have an exercise price of $ 0.0001 per share.

The Common Warrants are exercisable immediately following the date of issuance, have a term of five years from the effective date of the Registration Statement (as defined below) registering the Shares and the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants and the Common Warrants and have an exercise price of $ 2.65 per share.

A holder may not exercise any Pre-Funded Warrants that would cause the aggregate number of shares of common stock beneficially owned by the holder to exceed 9.99 % of the Company’s outstanding Common Stock immediately after exercise.

A holder may not exercise any Common Warrants that would cause the aggregate number of shares of common stock beneficially owned by the holder to exceed 4.99 % of the Company’s outstanding Common Stock immediately after exercise.

The Pre-Funded Warrants and the Common Warrants are subject to adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the Common Stock and also upon any distributions for no consideration of assets to the Company’s stockholders.

In the event of certain corporate transactions, the holders of the Pre-Funded Warrants and the Common Warrants will be entitled to receive, upon exercise of the Pre-Funded Warrants and the Common Warrants, respectively, the kind and amount of securities, cash or other property that the holders would have received had they exercised the Pre-Funded Warrants and the Common Warrants immediately prior to such transaction.

The Pre-Funded Warrants and the Common Warrants do not entitle the holders thereof to any voting rights or any of the other rights or privileges to which holders of common stock are entitled.

In the event of a “Fundamental Transaction,” which term is defined in the Pre-Funded Warrants and the Common Warrants and generally includes (i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another Person (as defined in the Pre-Funded Warrants and Common Warrants) in which the Company is not the surviving entity (other than a reincorporation in a different state, a transaction for changing the Company’s name, or a similar transaction pursuant to which the surviving company remains a public company), (ii) the Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of the Company’s assets in one or a series of related transactions (which, for the avoidance of doubt, shall not include such transactions that do not require approval of the Company’s stockholders), (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of more than 50 % of the voting power of the common equity of the Company, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property other than a stock split, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires more than 50 % of the voting power of the common equity of the Company, the holders of the Pre-Funded Warrants and Common Warrants will be entitled to receive upon exercise of the Pre-Funded Warrants and the Common Warrants the kind and amount of securities, cash or other property that the holders would have received had they exercised such warrants immediately prior to such Fundamental Transaction.

Additionally, as more fully described in the Common Warrants, in the event of certain Fundamental Transactions, the holders of the Common Warrants will be entitled to receive consideration in an amount equal to the Black Scholes Value (as defined in the Common Warrants) of the remaining unexercised portion of the Common Warrants on the date of consummation of such Fundamental Transaction.

The Private Placement closed on May 7, 2024.

We received gross proceeds from the Private Placement of approximately $ 4.0 million before deducting fees to the placement agent and other offering expenses.

We intend to use the net proceeds from the Private Placement for general corporate purposes and potential repayment of indebtedness.

On July 31, 2024, SG Building Blocks, Inc .

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SG Building’s obligations under the Fifth Cash Advance Agreement have been guaranteed by SG Echo, LLC, a wholly owned subsidiary of the Company.

On August 27, 2024, SG Building entered into a Cash Advance Agreement (the “Pawn Cash Advance Agreement”) with Pawn Funding (“Pawn”) pursuant to which SG Building sold to Pawn $ 599,600 of its future receivables for a purchase price of $ 400,000 , less underwriting fees and expenses paid and the repayment of prior amounts due Pawn, for net funds provided of $ 360,000 .

Pursuant to the Pawn Cash Advance Agreement, Pawn is expected to withdraw $ 4,999.67 a week directly from SG Building until the $ 599,600 due to Pawn is paid in full.

In the event of a default (as defined in the Pawn Cash Advance Agreement), Cedar, among other remedies, can demand payment in full of all amounts remaining due under the Pawn Cash Advance Agreement.

On August 28, 2024, the Company issued a promissory note (the “August 1800 Diagonal Note”) in favor of 1800 Diagonal in the principal amount of $ 290,000 for a purchase price of $ 250,000 , representing an original issue discount of $ 40,000 .

A one -time interest charge of twelve percent ( 12 %) be applied on the issuance date to the principal balance.

Under the terms of the August 1800 Diagonal Note, beginning on February 28, 2025, the Company is required to make five monthly payments of accrued, unpaid interest and outstanding principal, subject to adjustment, in the amount of $ 40,600 , with $ 162,400 being due on February 28, 2025.

The Company has right to accelerate payments or prepay in full at any time with no prepayment penalty.

The connection with the August 1800 Diagonal Note, the Company incurred $ 8,000 in debt issuance costs.

The August 1800 Diagonal Note has default terms similar to the 1800 Diagonal Note as described above.

On September 20, 2024, SG Echo entered into a Loan and Security Agreement (the “Enhanced Loan Agreement”) with Enhanced Capital Oklahoma Rural Fund, LLC (“Enhanced”) pursuant to which SG Echo borrowed $ 4,000,000 (the “Principal”) from Enhanced, and whereby SG Echo executed and delivered a Secured Promissory Note (the “Enhanced Note”) to Enhanced to evidence SG Echo’s obligations under the Enhanced Loan Agreement.

The Enhanced Note shall bear interest at a rate equal to the greater of (i) the Secured Overnight Financing Rate (“SOFR”) plus six and sixty-five tenths percent ( 6.65 %) and (ii) ten percent ( 10.0 %) per annum (the “Interest Rate”).

SG Echo shall pay to Enhanced a closing fee of $ 80,000 , which shall be due and payable on October 1, 2025, unless such date shall be extended by Lender.

SG Echo’s obligations under the Enhanced Loan Agreement and the Enhanced Note have been guaranteed by the Company.

Pursuant to the terms of the Enhanced Note, SG Echo shall make monthly payments of accrued interest on the first business day of each calendar month until December 31, 2025.

Commencing January 2026, SG Echo shall make monthly payments of accrued interest and additionally shall make a monthly principal payment on the Note in an amount equal to $ 22,222.22 .

The maturity date of the Note shall be the sixty -month anniversary of the closing date (the “Enhanced Maturity Date”).

All outstanding principal and accrued interest shall be due and payable on the Enhanced Maturity Date.

Pursuant to the terms of the Enhanced Loan Agreement, on the closing date, $ 360,000 (the “Interest Reserve”) will be deposited in a segregated deposit account in SG Echo’s name, which account shall be subject to a Control Agreement in favor of the Lender (the “Interest Reserve Account”).

Beginning February 1, 2025, Lender may withdraw the monthly interest payments due under the Enhanced Note from the Interest Reserve Account until the Interest Reserve has been fully withdrawn.

SG Echo shall have no obligation to replenish amounts withdrawn from the Interest Reserve Account.

Pursuant to the terms of the Enhanced Loan Agreement, SG Echo shall grant Enhanced a first priority mortgage on the real property located at 101 Waldron Rd., Durant, Oklahoma.

Additionally, SG Echo shall grant Lender a continuing security interest in, a general lien upon, collateral assignment of, and a right of set-off against all of SG Echo’s right, title, and interest in and to all assets of SG Echo.

In the event of default (as defined in the Enhanced Loan Agreement), Enhanced, among other remedies, can demand all amounts and/or liabilities owing from time to time by SG Echo to Enhanced pursuant to the Enhanced Loan Agreement and the Enhanced Note (with accrued interest thereon) and all other amounts owing under the Enhanced Loan Agreement due and payable.

We continue to generate losses from operations.

As of June 30, 2024 , our stockholders’ equity was $ (4,789,275) , compared to $ (6,334,859) as of December 31, 2023, and we had an accumulated deficit of$ 83,033,136 , compared to $ 75,930,805 as of December 31, 2023.

Our net loss attributable to our common stockholders for the six months ended June 30, 2024 was $8 ,528,857 and net cash used in operating activities was $ 4,076,229 .

As of September 30, 2024 , our stockholders’ equity was $ ( 8,158,927 ) , compared to $ ( 6,334,859 ) as of December 31, 2023, and we had an accumulated deficit of $ 84,303,865 , compared to $ 75,930,805 as of December 31, 2023.

Our net loss attributable to our common stockholders for the nine months ended September 30, 2024 was $ ( 11,511,655 ) and net cash used in operating activities was $ 9,915,916 .

We will 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.

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Cash Flow Summary

Three Months Ended

Nine Months Ended

September 30 ,

Net cash provided by (used in):

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Net increase in cash and cash equivalents

Operating activities used net cash of $ 4,618,283 during the six months ended June 30, 2024 , and used net cash of $ 3,039,177 during the six months ended June 30, 2023 .

Operating activities used net cash of $ 9,915,916 during the nine months ended September 30, 2024 , and used net cash of $ 4,671,863 during the nine months ended September 30, 2023 .

Generally, our net operating cash flows fluctuate primarily based on changes in our profitability and working capital.

Cash used in operating activities increase by approximately $ 1,579,106 .

Investing activities used net cash of $ 192,138 during the six months ended June 30, 2024 , and $ 669,006 net cash during th e six months ended June 30, 2023 a increase in cash used of $ 476,868 .

This amount resulted from $8,229 in purchases of property an equipment, $1,082 received from our business combination and $184,990 in project development costs.

Financing activities provided net cash of $ 5,809,757 during the six months ended June 30, 2024 .

Financing activities provided $ 4,726,738 net cash during the six months ended June 30, 2023 .

resulted from $ 1,588,001 in repayments of

short-term notes payable, proceeds of $ 2,741,867

from the issuances of short-term notes payable, $ 494,213 received from a warrant inducement transaction,

$15 from prefunded warrant exercise, and $3,619,253 from proceed from issuance

Cash used in operating activities increased by approximately $ 5,244,053 .

Investing activities used net cash of $ 401,448 during the nine months ended September 30, 2024 , and $ 692,603 net cash during th e nine months ended September 30, 2023 a decrease in cash used of $ 291,155 .

This amount resulted from $ 8,007 in purchases of property and equipment, , $ 125,000 received from the sale of equity-based investment and $ 154,089 in project development costs, as well as $ 364,352 used in discontinued operations.

Financing activities provided net cash of $ 10,560,109 during the nine months ended September 30, 2024 .

Financing activities provided $ 5,494,596 net cash during the nine months ended September 30, 2023 .

This amount resulted from $ 5,143,298 in repayments of short-term notes payable, proceeds of $ 8,013,745 from the issuances of short-term notes payable, $ 494,213 received from a warrant inducement transaction, $ 3 0 from prefunded warrant exercise, and $ 3,619,253 from proceed from issuance of stock, as well as $ 3,576,166 received from discontinued operations.

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.

Off-Balance Sheet Arrangements

As of June 30, 2024 and December 31, 2023 , we had no material off-balance sheet arrangements to which we are a party.

As of September 30, 2024 and December 31, 2023 , we had no material off-balance sheet 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.

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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 of June 30, 2024 .

Accordingly, we have no liabilities recorded for these provisions as of September 30, 2024 .

Critical Accounting Estimates

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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.

Additionally, SG DevCorp has begun to generate revenue resulting from commissions on residential real estate purchases and sales transactions.

For this revenue, the Company applies recognition of revenue when the customer obtains control over such service, which his at a point in time.

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.

1 unchanged sentence

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 six months ended June 30, 2024 or 2023 .

There were no impairments during the nine months ended September 30, 2024 or 2023 .

Intangible assets – Intangible assets consist of $ 68,344 of trademarks, and $ 6,706 of website costs that are being amortized over 5 years.

The Company evaluated intangible assets for impairment during the year ended December 31, 2023 and determined that there was an $ 1,880,547 impairment loss for the year ended December 31, 2023 relating to intangible assets of proprietary knowledge and technology.

The amortization expense for the six months ended June 30, 2024 and 2023 was $6,834 and $47,291, respectively.

The accumulated amortization as of June 30, 2024 and December 31, 2023 was $56,558 and $2,852,929, respectively.

The remaining balance of the Company’ intangible assets is comprised of software development costs which are not yet placed in service.

The amortization expense for the nine months ended September 30, 2024 and 2023 was $ 1 0,251 and $ 14 0,437 , respectively.

The accumulated amortization as of September 30, 2024 and December 31, 2023 was $ 59,975 and $ 2,852,929 , respectively.

New Accounting Pronouncements

19 unchanged sentences

The following is a reconciliation of EBITDA and Adjusted EBITDA to the nearest GAAP measure, net gain (loss) attributable to common stockholders:

Three Months Ended June 30, 2024

Three Months Ended June 30, 2023

Six Months Ended June 30, 2024

Six Months Ended June 30, 2023

Three Months Ended September 30, 2024

Three Months Ended September 30, 2023

Nine Months Ended September 30, 2024

Nine Months Ended September 30, 2023

Net loss attributable to common stockholders of Safe & Green Holdings Corp.

4 unchanged sentences

Common stock deemed dividend

Gain on deconsolidation-SG DevCorp (including noncontrolling interest portion)

( 3,990,304 )

Change in fair value of equity-based investments

Loss on disposition of equity-based investments

Addback litigation expense

5 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis