Safe and Green Development Corporation Releases Unaudited Financial Information for Resource Group

MIAMI, March 21, 2025 /PRNewswire/ -- Safe and Green Development Corporation (NASDAQ:SGD) ("SGD" or the "Company"), a real estate development and innovation company, is releasing unaudited financial information for Resource Group US Holdings LLC ("Resource Group US Holdings" or "RSG"). As previously announced, SGD has entered into a definitive agreement to acquire 100% of the equity interests in Resource Group US Holdings.

Resource Group US Holdings operates Resource Group US LLC ("RGUS"), an advanced engineered soils and compost business as well as Zimmer Equipment ("ZEI"), a regional logistics and transportation business. The financial information below for 2023 and 2024 displays preliminary, unaudited financial results provided to SGD by Resource Group US Holdings.

The preliminary and unaudited financial results are based on currently available information and are subject to completion of the audit of RSG's financial statements for the years ended December 31, 2024 and December 31, 2023.  The preliminary and unaudited financial results presented in this press release do not present all necessary information for an understanding of RSG's financial condition as of December 31, 2024 and December 31, 2023. RSG's independent registered public accounting firm has not conducted an audit or review of and does not express an opinion or any other form of assurance with respect to, the preliminary unaudited revenue, gross profit, net income (loss) and Adjusted EBITDA results presented in this press release. It is possible that RSG or its independent registered public accounting firm may identify items that require adjustments to the preliminary estimates of revenue, gross profit, net income (loss) and Adjusted EBITDA disclosed in this press release. RSG expects to complete its audited financial statements for the years ended December 31, 2024 and December 31, 2023 in the next few weeks.

For the year ended December 31, 2024, it is estimated that:

• RGUS generated revenue of $5.2 million, a gross profit of $5.2 million and a net loss of $1.8 million.
• ZEI generated revenue of $13.4 million, a gross profit of $4.8 million and net income of $907 thousand.
• RSG as a consolidated entity generated revenue of $18.75 million, with gross profit of $9.4 million and a net loss of $936 thousand.

For the year ended December 31, 2023, it is estimated that:

• RGUS generated revenue of $4.6 million, a gross profit of $4.6 million and a net loss of $4.5 million.
• ZEI generated revenue of $13.5 million, a gross profit of $3.8 million and net loss of $1.7 million.
• RSG as a consolidated entity generated revenue of $17.5 million, with gross profit of $7.8 million and a net loss of $6.2 million.

*Non-GAAP Financial Measures

This earnings release contains a presentation of Adjusted EBITDA, a Non-GAAP financial measure. Management of the Company used this non-GAAP financial measure in evaluating RSG's performance. Management believes that financial information excluding certain items that are not considered to reflect RSG's ongoing operating results, such as non-recurring expenses including debt issuance costs and legal fees associated with certain financing activities, improves the comparability of year-to-year results. Consequently, management believes that investors may be able to better understand RSG's operating results excluding these items. Non-GAAP financial information should not be viewed as a replacement for GAAP financial information.

In connection with the proposed transaction between the Company and RSG and the members of RSG, the Company intends to file with the SEC a proxy statement for its stockholders to vote on the approval of the issuance shares of the Company's restricted common stock under a convertible note to be issued to the members of RSG at closing, which together with the issuance of shares of the Company's restricted common stock equal to 19% of the Company's outstanding shares of common stock at closing, will equal 49% of the Company's outstanding shares of common stock at closing. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and shareholders will be able to obtain free copies of these documents (if and when available), and other documents containing important information about the Company and RSG, once such documents are filed with the SEC through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by the Company will be available free of charge on the Company's website at www.sgdevco.com.

Participants in the Solicitation

The Company, RSG and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about the directors and executive officers of the Company will be set forth in the Company's proxy statement for its 2025 annual meeting of shareholders and the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024 to be filed with the SEC. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the SEC regarding the proposed transaction when such materials become available. Investors should read the proxy statement carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from the Company using the source indicated above.

No Offer or Solicitation

This communication is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

Forward-Looking Statements

This communication may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 as amended and Section 21E of the Securities Exchange Act of 1934 as amended. All statements other than statements of historical fact are or may be deemed to be forward-looking statements. In some cases, forward-looking statements can be identified by terminology such as "may," "should," "potential," "continue," "expects," "anticipates," "intends," "plans," "believes," "estimates" and similar expressions and include all statements regarding the estimated preliminary unaudited financials provided to SGD by RSG. These forward-looking statements are based on certain assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions, and expected future developments, as well as other factors we believe are appropriate in the circumstances. Important factors that could cause actual results to differ materially from current expectations include, among others, RSG's ability to provide SGD with audited financials for the fiscal years ended December 31, 2023 and December 31, 2024 which reflect the estimated preliminary unaudited financials provided to SGD by RSG, the Company's ability to acquire the equity interests in RSG as planned, the Company's ability to expand the waste-to-value composting business using RSG's proprietary technology and increase cash flow, the Company's ability to obtain the capital necessary to fund its activities, the Company's ability to monetize its real estate holdings, and other factors discussed in the Company's Annual Report on Form 10-K for the year ended December 31, 2023, and its subsequent filings with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement, and the Company undertakes no obligation to revise or update this communication to reflect events or circumstances after the date hereof.

For investor relations and media inquiries, please contact:

Barwicki Investor Relations

[email protected]

516-662-9461

 

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