Safe & Green Holdings Corp. Provides Second Quarter 2025 Shareholder Letter Update and Recent Developments

Rhea-AI Summary

Safe & Green Holdings (NASDAQ:SGBX) released its Q2 2025 shareholder letter and financial results, highlighting significant strategic expansions and challenges. The company reported Q2 2025 revenue of $721,351, down from $1.21M in Q2 2024, with a net loss of $4.57M ($0.47 per share).

Key developments include the acquisition of Sherman Oil (111 wells) and a 51% asset purchase of Winchester Oil & Gas (500+ Texas wells), significantly expanding their oil and gas portfolio. The company's total assets increased from $6.07M to $53.74M as of June 30, 2025. SGBX secured $7.9M in financing and ended the quarter with $2.77M in cash.

Post-quarter, SGBX restructured its private placement, reducing potential dilution by 70%, and signed an LOI to acquire Rock Springs Energy Group's Wyoming refinery for $35M.

Positive

• Total assets increased significantly from $6.07M to $53.74M in six months
• Strategic expansion with acquisition of 111 wells from Sherman Oil and 51% stake in Winchester Oil & Gas (500+ wells)
• Secured $7.9M in financing and maintained $2.77M cash position
• Reduced potential shareholder dilution by 70% through warrant restructuring
• Signed LOI for $35M Wyoming refinery acquisition to build integrated oil & gas platform

Negative

• Revenue declined 40% YoY to $721,351 in Q2 2025
• Increased quarterly net loss to $4.57M with negative gross profit of $994,468
• Operating expenses more than doubled YoY to $1.956M in Q2 2025
• Construction backlog decreased to $1.21M
• Only 10% of acquired Sherman Oil wells currently producing

Insights

Financial Analyst

Safe & Green reports widening losses amid revenue decline, but strategic acquisitions significantly boost assets while construction segment struggles.

The Q2 2025 report from Safe & Green Holdings reveals a company in transition, with concerning financial metrics offset by strategic expansion efforts. Revenue declined 40% year-over-year to $721,351, primarily due to reduced construction activity. More troubling is the substantial deterioration in gross profit, which fell to a loss of $994,468 compared to a $117,005 loss in Q2 2024. This indicates significant margin pressure and operational inefficiencies.

Operating expenses more than doubled to $1.956 million, contributing to a quarterly net loss of $4.57 million. While the per-share loss improved to $0.47 from $3.31, this reflects dilution rather than operational improvement, as outstanding shares increased substantially to 30.9 million.

The company's balance sheet transformation is notable, with total assets growing from $6.07 million to $53.74 million within six months. This dramatic increase stems from acquisitions in the oil and gas sector, including Sherman Oil (adding 111 wells) and a 51% stake in Winchester Oil & Gas (adding 500+ wells). These acquisitions represent a strategic pivot toward energy production, though only 10% of the Sherman wells are currently producing.

The $7.9 million in new financing during the quarter helped improve liquidity, leaving $2.77 million in cash. However, the construction segment shows weakness with a modest $1.21 million backlog. The subsequent restructuring of a private placement agreement that reduced potential dilution by 70% demonstrates management's awareness of shareholder concerns, though it also suggests the company needed to make concessions to maintain its NASDAQ listing.

The pending $35 million acquisition of Rock Springs Energy Group signals continued aggressive expansion in energy, but raises questions about capital allocation given the company's current unprofitability and cash burn rate. Management's strategy appears focused on diversification and asset growth rather than near-term profitability, creating a high-risk transformation story that depends on successfully integrating and monetizing these rapid acquisitions.

MIAMI, FL / ACCESS Newswire / August 15, 2025 / (NASDAQ:SGBX) ("Safe & Green" or the "Company"), a leading developer of sustainable solutions and modular infrastructure, today announced it filed its Form 10-Q with the U.S. Securities and Exchange Commission for the second quarter of 2025 and provided the following letter to shareholders from CEO, Mike Mclaren.

Fellow Shareholders,

The second quarter of 2025 was a defining period for Safe & Green Holdings. We took decisive steps to broaden our operational base, strengthen our balance sheet, and lay the groundwork for future growth. These efforts are part of our disciplined approach to building a company that is both resilient in the present and well-positioned for the future.

We are navigating a period of transformation, and while challenges remain, especially as we work toward profitability, our team is committed to delivering on our mission: providing scalable, sustainable infrastructure solutions and integrated energy operations that meet today's most pressing needs.

Company highlights for second quarter ended June 30, 2025

• Strategic Expansion: Strengthening oil and gas portfolio with the acquisition of Sherman Oil, adding 111 wells to Olenox assets (10% currently producing); will use Olenox technology to boost production to 75+ barrels/day within four months through well cleanouts and restimulations; a 51% asset purchase of Winchester Oil & Gas adding 500+ Texas wells to its portfolio and positioning to boost production rapidly using proprietary revitalization technologies.

• Modular Solutions Contract: Entered into an agreement with Three Pines Leasing of Ocilla, GA to supply multiple modular office and storage units for lease to a U.S. government agency. This multi-unit order is expected to be the first of several in 2025 and leverages our expertise in repurposing shipping containers into functional office and storage space.

• Diversified Operations: Continued to develop our four operating segments: construction, medical, environmental, and oil & gas, creating multiple revenue pathways.

• Balance Sheet Transformation: Increased total assets from $6.07 million at year-end 2024 to $53.74 million as of June 30, 2025, driven by acquisitions and capital raises.

• Liquidity Improvement: Secured approximately $7.9 million in financing during the quarter, ending with $2.77 million in cash.

• Project Backlog: Maintained a $1.21 million construction backlog, expected to convert to revenue within 12 months.

Financial results for the quarter ended June 30, 2025

• Revenue totaled approximately $721,351 for the three months ended June 30, 2025, compared to $1.21 million for three months ended June 30, 2024, the decrease was mainly driven by construction services due to less jobs in progress.

• Gross Profit/(Loss) was ($994,468) for the three months ended June 30, 2025, compared to ($117,005) for the same period ended June 30, 2024.

• Net Income/(loss) was ($4.57) million, or $(0.47) per share (vs. loss of $4.68 million, or $(3.31) per share, in Q2 2024).

• Operating expenses including SG&A for the three months ended June 30, 2025, were $1,956 million compared to $873,956 for the three months ended June 30, 2024. The increase was due to an overall increase in operating expenses spend.

Financial Results for the six-months ended June 30, 2025

• For the six months ended June 30, 2025, we derived revenue primarily from our construction segment. Total revenue for the six months ended June 30, 2025, was $1,287,705 compared to $2,179,369 for the six months ended June 30, 2024. This decrease of $891,664, or approximately 43%, was mainly driven by a decrease in construction services due to less jobs in progress.

• Gross profit (loss) was $(1,318,223) and $(440,137) for the six months ended June 30, 2025 and 2024, respectively.

• Net Income/(loss) was ($7,320,583) for the six months ended June 30, 2025 compared to a loss of ($9,113,03) for the six months ended June 30, 2024.

• Operating expenses including SG&A for the six months ended June 30, 2025, were $2,908,007 compared to $1,475,688 for the six months ended June 30, 2024.

• Cash and Cash Equivalents was $2.77 million as of June 30, 2025

• Shares outstanding as of June 30, 2025, was 30.9 million shares

Additional information can be found in the Company's recently filed 10-Q which can be accesses on the Securities & Exchange Commission website at www.sec.gov.

Subsequent Highlights

• Restructuring of Private Placement announced on July 30^th. SGBX amended the April 2025 $8 million private placement with investment bank, eliminating Series A and Series B warrants. This reduced potential shareholder dilution by 70% and aligned with NASDAQ Hearings Panel requirements.

• LOI to Acquire Rock Springs Energy Group announced on August 5^th. SGBX signed a non-binding LOI to acquire a Wyoming-based refinery for $35 million, subject to due diligence and closing conditions. This step advances our plan to build a fully integrated oil & gas platform, complementing our sustainable infrastructure business.

Looking Ahead

We operate at the intersection of sustainability, infrastructure, and energy security. Three global imperatives reshaping industries. In the coming quarters, our priorities include:

• Strengthening our balance sheet while minimizing dilution.

• Advancing oil & gas operations while maintaining leadership in modular construction and environmental solutions.

• Pursuing acquisitions and partnerships that enhance our market position in both traditional and next-generation infrastructure.

• Executing with discipline to ensure each initiative supports long-term shareholder value.

The combination of our diversified platform, strategic acquisitions, and prudent capital management positions Safe & Green Holdings to navigate market cycles and capture emerging opportunities. We remain focused on building a stronger, more resilient company for the benefit of all shareholders.

Thank you for your continued trust and support. We look forward to keeping you updated on our progress.

Sincerely,
Mike Mclaren
Chairman & Chief Executive Officer
Safe & Green Holdings Corp. (NASDAQ:SGBX)

About Olenox

Olenox Corp. is an advanced energy company focused on oil and gas production, energy services, and energy technologies. Olenox specializes in acquiring and revitalizing distressed energy assets, leveraging proprietary technologies to enhance production while minimizing environmental impact.

About Safe and Green Holdings

Safe & Green Holdings Corp. (NASDAQ:SGBX) is a purpose-driven company focused on creating scalable infrastructure solutions across energy and construction sectors. The Company is actively building a fully integrated oil and gas platform encompassing exploration, production, refining, and related energy services, while continuing to expand its core business in sustainable building technologies and modular manufacturing. Safe & Green is committed to delivering flexible, fast-to-market solutions that support both traditional and next-generation infrastructure needs.

For more information, visit: www.safeandgreenholdings.com

Safe Harbor

Certain statements in this press release constitute "forward-looking statements" within the meaning of the federal securities laws. Words such as "may," "might," "will," "should," "believe," "expect," "anticipate," "estimate," "continue," "predict," "forecast," "project," "plan," "intend" or similar expressions, or statements regarding intent, belief, or current expectations, are forward-looking statements. These forward-looking statements are based upon current estimates and assumptions. While the Company believes these forward-looking statements are reasonable, undue reliance should not be placed on any such forward-looking statements, which are based on information available to us on the date of this release. These forward-looking statements are subject to various risks and uncertainties, many of which are difficult to predict that could cause actual results to differ materially from current expectations and assumptions from those set forth or implied by any forward-looking statements. Important factors that could cause actual results to differ materially from current expectations include, among others regarding the Company's ability to successfully strengthen its balance sheet with minimal dilution, the Company's ability to advance its oil & gas operations while maintaining leadership in modular construction and environmental solutions, the Company's ability to successfully pursue acquisitions and partnerships that enhance the Company's market position in both traditional and next-generation infrastructure, the Company's ability to successfully close the proposed transaction with Rocks Springs Energy Group, the effect of government regulation, the Company's ability to maintain compliance with the NASDAQ listing requirements, and the other factors discussed in the Company's Annual Report on Form 10-K for the year ended December 31, 2024 and its subsequent filings with the SEC, including subsequent periodic reports on Forms 10-Q and 8-K. The information in this release is provided only as of the date of this release, and we undertake no obligation to update any forward-looking statements contained in this release on account of new information, future events, or otherwise, except as required by law.

Contact:

investors@safeandgreenholdings.com

SOURCE: Safe & Green Holdings Corp

View the original press release on ACCESS Newswire

FAQ

What were Safe & Green Holdings (SGBX) key financial results for Q2 2025?

SGBX reported revenue of $721,351, a net loss of $4.57M ($0.47 per share), and ended the quarter with $2.77M in cash. Total assets increased to $53.74M from $6.07M at year-end 2024.

What major acquisitions did SGBX announce in Q2 2025?

SGBX acquired Sherman Oil with 111 wells and purchased a 51% stake in Winchester Oil & Gas with 500+ Texas wells. They also signed an LOI to acquire Rock Springs Energy Group's Wyoming refinery for $35M.

How did SGBX's revenue in Q2 2025 compare to Q2 2024?

SGBX's revenue decreased by approximately 40% from $1.21M in Q2 2024 to $721,351 in Q2 2025, primarily due to fewer construction jobs in progress.

What steps did SGBX take to improve shareholder value in Q2 2025?

SGBX secured $7.9M in financing, restructured their private placement to reduce dilution by 70%, and expanded their oil & gas portfolio through strategic acquisitions.

What is SGBX's current construction backlog as of Q2 2025?

SGBX maintained a construction backlog of $1.21M, which is expected to convert to revenue within 12 months.

How many shares of SGBX were outstanding as of June 30, 2025?

SGBX had 30.9 million shares outstanding as of June 30, 2025.