Document And Entity Information
Document And Entity Information | 3 Months Ended |
Mar. 31, 2023 | |
Document Information Line Items | |
Entity Registrant Name | Maple X, Inc. |
Document Type | S-11/A |
Amendment Flag | true |
Amendment Description | AMENDMENT NO. 3 |
Entity Central Index Key | 0001919988 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets | |||
Cash and cash equivalents | $ 4,190 | $ 5,405 | $ 2,125 |
Restricted cash | 415 | 196 | 912 |
Prepaid expenses and other assets | 9 | 6 | 50 |
Land inventory | 47,006 | 48,632 | 17,072 |
Total current assets | 51,620 | 54,239 | 20,159 |
Non-current assets | |||
Real estate investments | 17,403 | 17,228 | 16,266 |
TOTAL ASSETS | 69,023 | 71,467 | 36,425 |
Current liabilities | |||
Mortgage and other loans | 23,817 | 27,934 | 9,962 |
Loans from related parties | 1,754 | 1,608 | 1,488 |
Other current liabilities | 768 | 963 | 314 |
Total current liabilities | 26,339 | 30,505 | 11,764 |
Non-current liabilities | |||
Loans from Other | 6,316 | 3,429 | |
Loans from related parties | 4,456 | 4,941 | 4,227 |
Total non-current liabilities | 10,772 | 8,370 | 4,227 |
Shareholders’ Deficit | (856) | (1,828) | (27) |
Non-controlling interests | 32,768 | 34,420 | 20,461 |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 31,912 | 32,592 | 20,434 |
TOTAL LIABILITIES AND EQUITY | $ 69,023 | $ 71,467 | $ 36,425 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||||
Revenues | $ 5,481 | $ 4,904 | $ 10,841 | |
Cost of Revenues | (3,119) | (1,754) | (6,444) | |
Gross profit | 2,362 | 3,150 | 4,397 | |
Operations Expenses | ||||
General and administrative | (444) | (568) | 5 | 1,472 |
Interest expense | (166) | (220) | 22 | 783 |
Total Operations Expenses | (610) | (788) | 27 | 2,255 |
Income for the period | 1,752 | 2,362 | (27) | 2,142 |
Total net comprehensive income (loss) attributable to: | ||||
Equity holders of the company | 972 | (562) | (27) | (1,456) |
Non-controlling interests | 780 | 2,924 | 3,598 | |
Total net comprehensive income (loss) | $ 1,752 | $ 2,362 | $ (27) | $ 2,142 |
Net loss per ordinary share attributable to Equity holders of the company | ||||
Net income (loss) per ordinary share attributable Basic (in Dollars per share) | $ 9,720 | $ (5,620) | $ (270) | $ (14,560) |
Weighted-average number of ordinary shares used to compute net loss per share | ||||
Weighted-average number of ordinary shares Basic (in Shares) | 100 | 100 | 100 | 100 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||||
Net income (loss) per ordinary share attributable Diluted | $ 9,720 | $ (5,620) | $ (270) | $ (14,560) |
Weighted-average number of ordinary shares Diluted | 100 | 100 | 100 | 100 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Shareholders’ Equity - USD ($) $ in Thousands | Equity | Non-controlling interests | Total |
Balance at Oct. 13, 2021 | |||
Net income (loss) for the period | (27) | (27) | |
Contributions | 20,461 | 20,461 | |
Balance at Dec. 31, 2021 | (27) | 20,461 | 20,434 |
Net income (loss) for the period | (1,456) | 3,598 | 2,142 |
Acquisition of a consolidated company | (121) | 5,927 | 5,806 |
Contributions | 12,256 | 12,256 | |
Distributions | (224) | (7,822) | (8,046) |
Balance at Dec. 31, 2022 | (1,828) | 34,420 | 32,592 |
Net income (loss) for the period | 972 | 780 | 1,752 |
Distributions | (2,432) | (2,432) | |
Balance at Mar. 31, 2023 | $ (856) | $ 32,768 | $ 31,912 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Cash flows from operating activities: | ||||
Net Income (loss) | $ 1,752 | $ 2,362 | $ (27) | $ 2,142 |
Changes in operating assets and liabilities: | ||||
Prepaid expenses and other assets | (4) | (184) | (16) | 44 |
Other current liabilities | (195) | 589 | 179 | 638 |
Net cash generated from operating activities | 1,553 | 2,767 | 136 | 2,824 |
Cash flows from investment activities: | ||||
Acquisition of Real estate properties | (173) | (163) | (16,266) | (962) |
Acquisition of a consolidated company | 515 | 515 | ||
Acquisition of Land Inventory | 1,625 | 1,165 | (17,072) | (22,346) |
Net cash generated from (used in) investing activities | 1,452 | 1,517 | (33,338) | (22,793) |
Cash flows from financing activities: | ||||
Proceeds from mortgages and other loans | 5,688 | 9,962 | 22,109 | |
Payments to mortgages and other loans | (1,230) | (2,744) | (4,620) | |
Capital Contributions from Non-controlling interests, net of issuance expenses | 20,461 | 12,256 | ||
Distributions to Non-controlling interests, net | (2,432) | (4,260) | (7,822) | |
Distributions to Equity holders of the company, net | (224) | (224) | ||
Loans from related parties, net | (339) | (512) | 5,816 | 834 |
Net cash generated from (used in) financing activities | (4,001) | (2,052) | 36,239 | 22,533 |
Increase (decrease) in cash and cash equivalents and restricted cash | (996) | 2,232 | 3,037 | 2,564 |
Cash and cash equivalents and restricted cash at beginning of the period | 5,601 | 3,037 | 3,037 | |
Cash and cash equivalents and restricted cash at end of the period | $ 4,605 | $ 5,269 | $ 3,037 | $ 5,601 |
General
General | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
General [Abstract] | ||
GENERAL | NOTE 1. – GENERAL Maple X Inc. (Hereinafter: the “Company” or “We”) was established and incorporated on October 14, 2021 as an LLC, in accordance with the Texas Business Organization Code. (Hereinafter: “TBOC”) in the State of Texas USA, for the purpose of being a holding company for the Company and its subsidiaries (“Group’s”) operations. On March 21, 2022, the Company filed a certificate of conversion with the Texas Secretary of State to convert the Company from a LLC into a Texas corporation (hereinafter – Inc.). As part of the conversion from a LLC to an Inc., the membership interests of our Controlling Shareholders in the LLC were converted into an aggregate of 100 shares of common stock in the Inc. The controlling shareholders of the Company holding each an equal number of shares in the Inc. are: Mr. Itiel Kaplan, Mr. Michael Sabo, Mr. Roy Marciano and Mr. Uri Frisch (hereinafter: “the controlling shareholders” The Company purchases undeveloped land, and engages in the planning, development, and construction of necessary infrastructure. Ultimately, the Company sells the plots of land to homebuilders, construction companies and real estate developers. In January 2022, we obtained from the Controlling Shareholders the Controlling Shareholders’ 50% interest in Maple Heights GP, LLC, a Delaware limited liability company that has an ownership interest in one additional property. As of March 31, 2023, the Company held 6 plots of land as entrepreneurial projects for the purposes of Master-Planned Communities and 6 plots of land as investment real estate for the purpose of Real Estate Investment. The Company’s strategy is to focus on acquiring plots of land; engaging in planning, engineering supervision, and development of these plots; and then selling the developed land to homebuilders and commercial contractors. The Company will be externally managed and advised by Maple Development Group, LLC (the “Manager”), a Texas limited liability company controlled by the same shareholders who control the Company. The Company focuses on two fields of activity, land inventory development for master planned communities and real estate investment, which are the Company’s two operating segments. | NOTE 1. – GENERAL Maple X Inc. (Hereinafter: the “Company” or “We”) was established and incorporated on October 14, 2021 as an LLC, in accordance with the Texas Business Organization Code. (Hereinafter: “TBOC”) in the State of Texas USA, for the purpose of being a holding company for the Company and its subsidiaries (“Group’s”) operations. On March 21, 2022, the Company filed a certificate of conversion with the Texas Secretary of State to convert the Company from a LLC into a Texas corporation (hereinafter – Inc.). As part of the conversion from a LLC to an Inc., the membership interests of our Controlling Shareholders in the LLC were converted into an aggregate of 100 shares of common stock in the Inc. The controlling shareholders of the Company holding each an equal number of shares in the Inc. are: Mr. Itiel Kaplan, Mr. Michael Sabo, Mr. Roy Marciano and Mr. Uri Frisch (hereinafter: “the controlling shareholders” The Company purchases undeveloped land, and engages in the planning, development, and construction of necessary infrastructure. Ultimately, the Company sells the plots of land to homebuilders, construction companies and real estate developers. The Company also invests in plots of land as investment real estate for long term capital appreciation or for the purpose of lease. As of December 31, 2022, the Company held 7 plots of land as entrepreneurial projects for the purposes of Master-Planned Communities and 6 plots of land as investment real estate for the purpose of Real Estate Investment. The Company’s strategy is to focus on acquiring plots of land; engaging in planning, engineering supervision, and development of these plots; and then selling the developed land to homebuilders and commercial contractors. The Company undertakes development of undeveloped land from the ground up in vibrant, supply-constrained markets, in circumstances where the Company believes it will be able to leverage the management team’s experience and relationships to generate strong risk-adjusted returns for its stockholders. The Company will be externally managed and advised by Maple Development Group, LLC (the “Manager”), a Texas limited liability company controlled by the same shareholders who control the Company. The Company focuses on two fields of activity, land inventory development for master planned communities and real estate investment, which are the Company’s two operating segments. The Company finance the activities through subsidiaries companies, which raise capital through equity investment transactions and obtain acquisition and development loans for property acquisition and development from banks or other private lenders. Since the company’s investments are expected to materialize and be ready to be sold in periods that exceed the repayment dates of the company’s loans and mortgages, the company relies on the refinancing of its loans and mortgages when they become due. If refinancing will not be available on terms that are expectable by the company, the company will be required to dispose of assets ahead of it plans. Real estate investments are relatively illiquid and this lack of liquidity may adversely affect the Company’s business, financial condition, results of operations and cash flows. Master Planned Communities Most of the Company’s projects are in the field of master planned communities. Master planned communities are a form of development envisioned and delivered as a self-contained, unified community, with clear boundaries and a full range of land uses, employment opportunities, and public facilities and services. Master planned communities are frequently built on the edge of existing metropolitan areas. There is no single, accepted definition to describe master planned communities. Most master planned communities will have a consistent design character, while allowing for some varieties of design styles, home sizes, prices, and lot sizes to cater to multiple segments of the market and allow space for the diversity that can help create the feel of community. Master planned communities are frequently developed by a single-development entity, though many developers will allow separate builders to create smaller subdivisions so that each one is unique and offers residents something different from the others. As part of a master planned community, an entire neighborhood is planned, including all the services and infrastructure required to create an actual community, such as public services, schools, retail and recreational areas, parks and swimming pools, sport centers, and sometimes even employment centers. Master planned communities are widescale projects which may include up to hundreds of thousands of residents and require many years for development. They are typically developed in phases, such that in each phase of the project the relevant infrastructures and public areas for that particular phase are developed. Real Estate Investment The Company acquires undeveloped land inventory plots of land for infrastructure development and sale that are not part of projects for master planned communities. The activities in this field are not substantially different from the Company’s activities in the master planned communicates field. The Company locates and purchases undeveloped plots of land which as of the time of their purchase are not suitable for development and construction because they are not yet connected to infrastructure and are not assigned to any defined use, develops the required infrastructure, and sells the land to builders and construction contractors. The Company’s activities in the field of real estate investment are separate from its activities in the field of development for master planned communities. The Company’s real estate investment projects relate to land that is proximate to the land that forms part of a project for a master planned community, or the land may be separate and independent from a project for a master planned community. Maple Development Group, LLC (the “Manager”) Upon conclusion of the IPO, the Company will enter into a management agreement pursuant to which the Manager (owned by the controlling shareholders) will assist the Company with the management of the business and affairs and with the day-to-day operations of the Company. A team of real estate professionals acting through the Manager will make all the decisions regarding the selection, negotiation, financing, and disposition of the investments, subject to direction provided by the Board of Directors and the limitations in the operating agreements. The Manager will also provide asset management, marketing, investor relations, and other administrative services on the Company’s behalf with the goal of maximizing the Company’s operating cash flow and preserving the Company’s invested capital. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies [Abstract] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying Condensed Consolidated Financial Statements are prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”) and are presented in the Company’s These Condensed Consolidated Financial Statements should be read in conjunction with the December 31, 2022 and 2021 annual Consolidated Financial Statements and Notes included within them. | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying Consolidated Financial Statements are prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”) and are presented in the Company’s reporting currency, the U.S. dollar. Intercompany transactions with consolidated entities have been eliminated. Principles of Consolidation The types of entities the Company assesses for consolidation include subsidiaries, management companies and general partners. Each of these entities is assessed for consolidation on a case by case basis depending on the specific facts and circumstances surrounding that entity. The Company first considers whether an entity is considered a variable interest entity (“VIE”) and therefore whether to apply the consolidation guidance under the VIE model. Entities that do not qualify as VIEs are assessed for consolidation as voting interest entities (“VOE”) under the voting interest model. An entity is considered to be a VIE if any of the following conditions exist: (i) the equity investment at risk is not sufficient to finance the activities of the entity without additional subordinated financial support provided by any parties, (ii) as a group, the holders of the equity investment at risk lack any of the following characteristics of a controlling financial interest, (a) the power to direct the activities that most significantly impact the entity’s economic performance and for limited partnerships, partners lack that power if neither (1) a simple majority or lower threshold (including a single limited partner) with equity at risk is able to exercise substantive kick-out rights through voting interests over the general partner, nor (2) limited partners with equity at risk are able to exercise substantive participating rights over the general partners, (b) the obligation to absorb expected losses, and (c) the right to receive expected residual returns. The Company consolidates all VIEs in which it is the primary beneficiary. An entity is determined to be the primary beneficiary if it holds a controlling financial interest in a VIE. A controlling financial interest is defined as (i) the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. The consolidation guidance requires an analysis to determine (i) whether an entity in which the Company holds a variable interest is a VIE and (ii) whether the Company’s involvement, through holding interest directly or indirectly in the entity or contractually through other variable interests would give it a controlling financial interest. Performance of that analysis requires judgment. The analysis can generally be performed qualitatively; however, if it is not readily apparent that the Company is not the primary beneficiary, a quantitative analysis may also be performed. TPG factors in all economic interests including interests held through related parties, to determine if it holds a variable interest. Fees earned by the Company that are customary and commensurate with the level of effort required for the services provided, and where the Company does not hold other economic interests in the entity that would absorb more than an insignificant amount of the expected losses or return of the entity, would not be considered variable interests. The Company determines whether it is the primary beneficiary of a VIE at the time it becomes involved with a variable interest entity and continuously reconsiders that conclusion when facts and circumstances change. For entities that are determined not to be VIEs, these entities are generally considered to be VOEs and are evaluated under the voting interest model. The Company consolidates VOEs that it controls through a majority voting interest or through other means. Legal arrangements to distribute profits at different rates than the legal ownership rates In cases where the property entities have entered into legal arrangements for the distribution of profits at different rates than the legal ownership rates in those entities the company applies those rates in accordance with the “theoretical liquidation calculations (promote) method. Accordingly, the company’s and the non-controlling interest’s ownership rates in the profits of the property entities are calculated on the assumption that the property company had liquidated its interest in the properties in line with their book value. Use of Estimates GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the reporting period. Although we believe the assumptions and estimates we made are reasonable and appropriate, as discussed in the applicable sections throughout the Consolidated Financial Statements, different assumptions and estimates could materially impact our reported results. Functional currency The U.S. dollar is the functional currency for our consolidated subsidiaries. Acquisitions We apply a screen test to evaluate if substantially all the fair value of the acquired property is concentrated in a single identifiable asset or group of similar identifiable assets to determine whether a transaction is accounted for as an asset acquisition or business combination. We measure the real estate assets acquired through an asset acquisition based on their cost or total consideration exchanged and any excess consideration or bargain purchase amount is allocated to the real estate properties. At a property-level, we allocate the fair value to the land acquired. Real Estate Assets Real estate assets are carried at depreciated cost. We capitalize costs incurred in developing, redeveloping and improving real estate assets as part of the investment basis. Capitalization of Costs During the land development and construction periods of qualifying projects, we capitalize interest costs, insurance, real estate taxes and general and administrative costs of the personnel performing the development; if such costs are incremental and identifiable to a specific activity to ready the asset for its intended use. We capitalize transaction costs related to the acquisition of land for future development and operating properties that qualify as asset acquisitions. Recoverability of Real Estate Assets We assess the carrying values of our respective long-lived assets whenever events or changes in circumstances indicate that the carrying amounts of these assets may not be fully recoverable. This assessment is primarily triggered based on the shortening of the expected hold period due to our change in intent to sell a property in the near term. We have processes to monitor our intent with regard to our investments and the estimated disposition value in comparison to the current carrying value. If our assessment of potential triggering events indicates that the carrying value of a property that we expect to sell in the near term is not recoverable, we recognize an impairment charge for the amount by which the carrying value exceeds the current estimated fair value of the property. At least annually or more frequently given the presence of a triggering event, we measure the recoverability of our assets. We compare the carrying amount of the asset to the fair value based on our intent as follows: ● for real estate properties that we intend to hold long-term; including land held for development, properties currently under development and operating properties; recoverability is assessed based on the estimated undiscounted future net rental income from operating the property and the terminal value, including anticipated costs to develop. ● for real estate properties we intend to sell, including properties currently under development and operating properties; recoverability is assessed based on proceeds from disposition that are estimated based on the future net rental income of the property, expected market capitalization rates and anticipated costs to develop; ● for land parcels we intend to sell, recoverability is assessed based on the estimated proceeds from disposition less costs to sell; and ● for costs incurred related to the potential acquisition of land and operating properties and future development projects, recoverability is assessed based on the probability that the acquisition or development is likely to occur at the measurement date. Cash and Cash Equivalents We consider all cash on hand, demand deposits with financial institutions and short-term highly liquid investments with original maturities of three months or less to be cash equivalents. Our cash and cash equivalents are financial instruments that are exposed to concentrations of credit risk. We invest our cash with high-credit quality institutions both domestically and internationally. Cash balances may be invested in money market accounts that are not insured. We have not realized any losses of such cash investments or accounts and believe that we are not exposed to any significant credit risk. We do not use derivative financial instruments for trading or speculative purposes. Revenue Recognition We recognize revenue to the extent that amounts are determined to be collectible. We may also earn incentive returns (“promotes” or “promote revenues”) based on a venture’s cumulative returns over a certain time-period and the returns are determined by both the operating performance and real estate valuation of the venture, including highly variable inputs such as capitalization rates, market rents, interest rates and foreign currency exchange rates. As these key inputs are highly volatile and out of our control, and such volatility can materially impact our promotes period over period, we recognize promote revenues at the end of the performance period. We generally earn promote revenue directly from third-party investors in the co-investment ventures. Income Taxes The Company accounts for income taxes in accordance with ASC No. 740, “Income Taxes.” This topic prescribes the use of the liability method, whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value. Deferred tax liabilities and assets are classified as non-current based on the adopting of Accounting Standards Update (“ASU”) 2015-17, “Balance Sheet Classification of Deferred Taxes.” The Company accounts for uncertain tax positions in accordance with ASC 740, which contains a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining whether the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. The Company reevaluates its income tax positions periodically to consider factors such as changes in facts or circumstances, changes in or interpretations of tax law, effectively settled issues under audit, and new audit activity. Such a change in recognition or measurement would result/ in recognition of a tax benefit or an additional charge to the tax provision The Company includes interest related to tax issues as part of income tax expense in its consolidated financial statements. The Company records any applicable penalties related to tax issues within the income tax provision. Environmental Costs We incur certain environmental remediation costs, including cleanup costs, consulting fees for environmental studies and investigations, monitoring costs, and legal costs relating to cleanup, litigation defense, and the pursuit of responsible third parties. We expense costs incurred in connection with operating properties and properties previously sold. We capitalize costs related to undeveloped land as development costs and record any expected future environmental liabilities at the time of acquisition. We maintain a liability for the estimated costs of environmental remediation expected to be incurred in connection with undeveloped land, acquired operating properties and properties previously sold that we adjust as appropriate as information becomes available. Fair Value of Financial Instruments Fair value of certain of the Company’s financial instruments including cash, other current assets, other liabilities and accrued interest loans approximate their carrying amounts because of their short maturities. The Company measures and reports fair value in accordance with ASC 820, “Fair Value Measurements and Disclosure” defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value investments. The book value of long-term liabilities corresponds to or approximates their fair value. Operating Cycle The company’s operating cycle period is 12 months, except to the company’s activity related to the initiation and construction activity, which may last for a period of up to 4 years. Current assets and current liabilities include items designated and expected to materialize within the period of the operating cycle of the Company’s operations (including through its investees). Recently adopted Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 did not have an impact, on the Company’s financial position, results of operations or cash flows. In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which amends ASC 740. This ASU simplifies the accounting for income taxes by modifying the treatment of intra period tax allocation in certain circumstances, eliminating an exception to recognizing deferred tax liabilities for outside basis differences for foreign equity method investments and foreign subsidiaries when ownership or control changes, and modifying interim period tax calculations when a loss is forecast. In addition, this ASU also requires that enacted changes in tax laws or rates be included in the annual effective rate determination in the period that includes the enactment date and clarifies the tax accounting of a step up in tax basis of goodwill. ASU 2019-12 did not have an impact on the Company’s annual consolidated financial statements. The Company has reviewed recent accounting pronouncements and concluded that they are either not applicable to its business or that no material effect is expected on the consolidated financial statements as a result of their future adoption. |
Restricted Cash
Restricted Cash | 12 Months Ended |
Dec. 31, 2022 | |
Restricted Cash [Abstract] | |
RESTRICTED CASH | NOTE 3 – RESTRICTED CASH Restricted cash as of December 31, 2022 and 2021 in respect of the Company’s loans from investee corporations (the – “lender”), for insurance payments, real estate taxes and investments in the loan subject property. |
Land Inventories
Land Inventories | 12 Months Ended |
Dec. 31, 2022 | |
Land Inventories [Abstract] | |
LAND INVENTORIES | NOTE 4 – LAND INVENTORIES A. The following table provides some detailed information about the land Inventories as of December 31, 2022 and 2021: December 31, 2022 Name of Property Ownership Profit Status / Stage Acquisition Purchase Capitalized Total Debt as of Maple View (see B1 below) 5 % 33.4% right to profits Planning and Permits 12/29/2021 3,529 932 4,461 2,107 Maple Grove (see B2 below) 5 % 38.4% right to profits Planning and Permits 12/8/2021 9,005 1,143 10,148 3,946 Pecan Ranch (see B3 below) 5 % 36.8% right to profits Planning and Permits 12/10/2021 3,701 1,037 4,738 2,640 Maple Heights (see B4 below) 5 % 30.7% right to profits Planning and Permits 1,983 1,113 3,096 1,198 Maple Woods (see B5 below) 5 % 36.9% right to profits Planning and Permits 04/15/2022 4,615 490 5,105 2,928 Maple Reserve (see B6 below) 5 % 35.6% right to profits Planning and Permits 07/06/2022 13,847 865 14,712 10,433 Maple Park (see B7 below) 5 % 35.8% right to profits Planning and Permits 12/12/2022 6,181 191 6,372 3,100 Total 42,861 5,771 48,632 26,352 (*) The Promote percentage is calculated based on project’s business plan, therefore the actual ultimate percentage may be different from the percentage anticipated in the business plan. December 31, 2021 Name of Property Ownership Profit Status / Stage Acquisition Purchase Capitalized Total Debt as of Maple View (see B1 below) 5 % 33.4% right to profits Planning and Permits 12/29/2021 3,529 241 3,770 2,107 Maple Grove (see B2 below) 5 % 38.4% right to profits Planning and Permits 12/8/2021 9,005 354 9,359 3,015 Pecan Ranch (see B3 below) 5 % 36.8% right to profits Planning and Permits 12/10/2021 3,701 242 3,943 473 Total 16,235 837 17,072 5,595 (*) The Promote percentage is calculated based on project’s business plan, therefore the actual ultimate percentage may be different from the percentage anticipated in the business plan. B. More details: 1. Maple View - Alvin, Brazoria County, TX A land plot of approximately 235.28 acres, intended for the initiation of a Master-Planned Community which is expected to include approximately 800 plots of land for the development of private homes. As is customary in projects of this type, the project will also include the development of infrastructure, roads and public areas. The project is expected to be divided into 6 phases which will include about 130 to 140 plots of land each and which are expected to be spread over a period of 7 years from the date of commencement of work on the land. 2. Maple Grove - Pattison, Waller Country, TX A land plot of approximately 257 acres, intended for the initiation of a Master-Planned Community which is expected to include approximately 990 plots of land for the development of private homes. As is customary in projects of this type, the project will also include the development of infrastructure, roads and public areas. The project is expected to be divided into 6 phases which will include about 150 to 180 plots of land each and which are expected to be spread over a period of 7 years from the date of commencement of work on the land. 3. Pecan Ranch - Bonney, Brazoria County, TX A 169-acre plot of land, designed to be initiated by the Master-Planned Community, which is expected to include about 500 plots of land for the development of private homes. As is customary in projects of this type, the project will also include the development of infrastructure, roads and public areas. The project is expected to be divided into 4 phases which will include about 120 to 130 plots of land each and which are expected to be spread over a period of 7 years from the date of commencement of work on the land. The land is adjacent to the highway (288) which is a major transportation hub in the area. 4. Maple Heights - Porter, Montgomery County, Texas A 212-acre plot of land, designed to be initiated by the Master-Planned Community, which is expected to include about 820 plots of land for the development of private homes. In March 2021, the company entered into an agreement to sell the entire project in 4 installments, for a total consideration of approximately 21 million dollars. As of the December 31, 2022, the sale of 3 installments including approximately 158.5 acres of the project area has been completed in exchange for approximately $15.5 million of the total sale amount. After the date of the report in January 2023, the fourth phase was completed in exchange for about 5.5 million dollars. 5. Maple Woods - Hockley, Waller County, Texas A land plot of approximately 142 acres, intended for the initiation of a Master-Planned Community which is expected to include approximately 450 plots of land for the development of private homes. As is customary in projects of this type, the project will also include the development of infrastructure, roads and public areas. The project is expected to be divided into 3 phases which will include about 150 plots of land each and which are expected to be spread over a period of 4 years from the date of commencement of work on the land. 6. Maple Reserve - Waller County, Texas A land plot of approximately 375 acres, intended for the initiation of a Master-Planned Community which is expected to include approximately 1,000 plots of land for the development of private homes. As is customary in projects of this type, the project will also include the development of infrastructure, roads and public areas. The project is expected to be divided into 6 phases which will include about 150 to 180 plots of land each and which are expected to be spread over a period of 7 years from the date of commencement of work on the land. 7. Maple Park - Brazoria County, Texas A land plot of approximately 155 acres, intended for the initiation of a Master-Planned Community which is expected to include approximately 425 plots of land for the development of private homes. As is customary in projects of this type, the project will also include the development of infrastructure, roads and public areas. The project is expected to be divided into 4 phases which will include about 110 plots of land each and which are expected to be spread over a period of 5 years from the date of commencement of work on the land. |
Real Estate Investments
Real Estate Investments | 12 Months Ended |
Dec. 31, 2022 | |
Real Estate Investments [Abstract] | |
REAL ESTATE INVESTMENTS | NOTE 5 – REAL ESTATE INVESTMENTS A. The following table provides some detailed information about the Real estate investments as of December 31, 2022 and 2021: December 31, 2022 Name of Property Ownership Profit Status / Stage Acquisition Purchase Capitalization Total Debt as of Maple Farms 25.5 % 45.3% right to profits Planning 12/17/2021 10,015 456 10,471 3,510 Pecan Ranch West 100 % 100 % Planning 11/15/2021 1,596 276 1,872 1,966 Pecan Ranch North 100 % 100 % Planning 12/10/2021 2,855 76 2,931 3,002 Pecan Ranch Square 100 % 100 % Planning 12/10/2021 917 142 1,059 1,146 Maple Grove Square 100 % 100 % Planning 12/8/2021 534 90 624 705 Maple Reserve Square 100 % 100 % Planning 07/06/2022 260 11 271 287 Total 16,177 1,051 17,228 10,616 (*) The Promotion Allocation is an added percentage linked to the profitability of each project and is determined according to the waterfall distribution terms in the relevant operating agreement. The calculated percentage is subject to change based on the property’s profitability. December 31, 2021 Name of Property Ownership Profit Status / Stage Acquisition Purchase Capitalization Total Debt as of Maple Farms 25.5 % 47.5% right to profits Planning 12/17/2021 10,015 273 10,288 3,091 Pecan Ranch West 100 % 100 % Planning 11/15/2021 1,596 47 1,643 1,980 Pecan Ranch North 100 % 100 % Planning 12/10/2021 2,855 12 2,867 2,925 Pecan Ranch Square 100 % 100 % Planning 12/10/2021 917 11 928 1,136 Maple Grove Square 100 % 100 % Planning 12/8/2021 534 6 540 729 Total 15,917 349 16,266 9,861 (*) The Promotion Allocation is an added percentage linked to the profitability of each project and is determined according to the waterfall distribution terms in the relevant operating agreement. The calculated percentage is subject to change based on the property’s profitability. B. More details: 1. Maple Farms - Sandy Point, Brazoria County, TX A plot of land with a volume of about 770 acres, which is held as investment real estate. According to existing municipal plans in the land area, a main toll road (State Highway 99 Grand Parkway) is expected to pass in the coming years in close proximity to the land area. 2. Pecan Ranch West - Bonney, Brazoria County, TX A plot of land with a volume of about 74 acres, which is held as investment real estate. 3. Pecan Ranch North - Bonney, Brazoria County, TX A plot of land of approximately 148 acres, which is held as investment real estate. 4. Pecan Ranch Square - Bonney, Brazoria County, TX A plot of land with a volume of about 41 acres, which is held as investment real estate. The land is intended for the purpose of establishing a yielding real estate project for commercial purposes. Also, given the proximity to the highway (288) on the land area it will also be possible to build gas stations, refueling lanes for trucks, convenience stores and fast food. The land is located, adjacent to the company’s Pecan Ranch project described in Note 4B3 above. 5. Maple Grove Square - Angleton, Brazoria County, TX A plot of land of approximately 15 acres, which is held as investment real estate. 6. Maple Reserve Square - Waller County, TX A plot of land of approximately 7 acres, which is held as investment real estate. |
Mortgages and Other Loans
Mortgages and Other Loans | 12 Months Ended |
Dec. 31, 2022 | |
Mortgages and Other Loans [Abstract] | |
MORTGAGES AND OTHER LOANS | NOTE 6 – MORTGAGES AND OTHER LOANS The Company’s operations are financed through the issuance of equity to shareholders and external investors (non-controlling interests) and by obtaining senior loans from banks and financial institutions. Generally, in the development projects for master planned communities, the Company raises up to approximately 35% of the capital required to purchase, initiate, and develop a project from equity investors. financing transactions with investment funds that invest through dedicated companies formed for each specific real estate investment, which dedicated companies invest in the single purpose entities, typically a LLC or a LP, established by the Company for each project which hold, directly or indirectly, the title in the property (each a “Property Company”). Acquisition Loans In addition to the fund raised by private investors, each Property Company takes out loans from banks and financial institutions. Generally, each Property Company finances the purchase of land through senior loans known as acquisition loans for periods of up to three years, subject to an option to extend. The loans are non-recourse loans, with no recourse to the Property Company. Most of these loans are secured, inter alia Acquisition loans are generally secured by a guarantee provided by one of the Controlling Shareholders for the full amount of the principal. Generally, loans finance up to 60% of the land acquisition costs. Some of the loans are “balloon” loans; i.e. The loan agreements typically give the borrower an option to repay the loan before the due date, but with a penalty. In general, close to the final repayment date of the loan, the Company repays the acquisition loan by taking a development loan for the purpose of developing the land. As of December 31, 2022 and 2021, the average annual interest rate on acquisition loans and the other loans provided to the Company’s Property Companies was 8.5% and 4.875%, respectively. Development Loans To finance the development of property following the completion of the planning stage, the Property Company obtains development loans, which are typically short-term, variable interest loans in line with the planned development period, whether for the entire project or for the relevant phase of the project for which the loan is taken (often with an option to extend the loan until the completion of development). Development loans are generally secured by a guarantee provided by one of the Controlling Shareholders for the full amount of the principal and/or a guarantee to complete the development of the project. The development loan agreement also includes a lien on the land in favor of the lenders and an assignment by way of a pledge on various rights relating to the project. The development loan agreement also includes restrictions on the distribution of cash flows deriving from the property. In practice, this restriction has no material impact on the Company since these loans are intended only for the development of the property and during the term of the loan the property will not be generating any revenue for the Company. In accordance with some of the loans taken by the Company’s Property Companies, the borrower and the guarantor, as applicable, have undertaken to maintain certain financial ratios, such as a debt service coverage ratio, a minimum net worth ratio, and a minimum liquid asset ratio. These financial ratios are usually reviewed on a quarterly basis and if not satisfied may be remedied, insofar as required, through partial repayment of the debt. Upon the expiry of the remedy period defined in the loan agreement, an uncured breach of a financial ratio may constitute grounds for calling the loan due and payable or constitute a trigger for the transfer of proceeds from the property to designated deposit accounts controlled by the lender. Compliance with the financial ratios (or more stringent ratios) for a period of several months will generally cancel the aforesaid trigger and the funds deposited in the designated deposit accounts will be released back to the Company. The table below lists the outstanding loans carried out by the Company and its subsidiaries from banks: Borrowing Entity Loan Initial Interest Amount Amount Due Date Balance Maple View Development LLC 2,128 4.25 % 2,107 2,107 12/28/2024 Short term liabilities Maple Heights Development 1,198 5.5 % - 1,198 01/06/2023 Short term liabilities Pecan Ranch Development 2,220 4.25 % - 2,220 12/10/2023 Short term liabilities Maple Grove Development 3,517 4 % - 3,489 12/08/2023 Short term liabilities Total 2,107 9,014 As of December 31, 2021 and 2022, the loans are presented net of issuance costs of about $21 thousand and 48 thousand, respectively. The table below lists the outstanding loans being carried by the Company and its subsidiaries from other 3 rd Borrowing Entity Loan Initial Interest Amount Amount Due Date Balance sheet Lender Maple Farms GP LLC 3,000 12 % 3,000 3,000 01/01/2024 Long term liabilities * Katonti Ltd. and NDBS Investments LLC Maple Reserve Development 10,000 10 % - 10,000 07/05/2023 short term liabilities John F Howell Jr. - Waller 381 Trust Maple Reserve 440 10 % - 440 09/30/2024 short term liabilities Eyal Ashkenazi Maple woods GP 25 10 % - 25 09/30/2024 short term liabilities Eyal Ashkenazi Pecan Ranch GP 193 10 % - 193 03/26/2024 Long term liabilities Eyal Ashkenazi Maple X 245 12 % - 246 09/30/2024 Long term liabilities * Katonti Ltd. and NDBS Investments LLC Total 3,000 13,904 * After the balance sheet date the counterparties to this loan were appointed as directors of the company. The table below lists the outstanding loans carried out by the Company and its subsidiaries from the Sellers of the properties: Borrowing Entity Loan Initial Interest Amount Amount Due Date Balance sheet Lender (***) Pecan Ranch North LLC 2,855 0 %** 2,855 2,755 06/10/2023 Short term liabilities SH 288 & 476 Partners LTD Maple Grove Development LLC 2,000 8 % 2,000 - 2/8/2023 Short term liabilities Morton Newman Partners LLC Maple Park GP 3,000 6 % - 3,000 12/12/2024 Short term liabilities Rosebrook Holdings LLC Maple Woods 2,690 5 % - 2,690 04/15/2026 Short term liabilities Joe C Smith Total 4,855 8,445 ** This loan was granted as part of the acquisition agreement for this property. *** All loans are secured as a first lien on the rights of the property company (borrower) in the property. |
Loan from Related Parties
Loan from Related Parties | 12 Months Ended |
Dec. 31, 2022 | |
Loan from Related Parties [Abstract] | |
LOAN FROM RELATED PARTIES | NOTE 7 – LOAN FROM RELATED PARTIES The table below lists the outstanding loans being carried by the Company and its subsidiaries from shareholders or companies controlled by shareholders: Borrowing Entity Loan Initial Interest Amount Amount Due Date Balance sheet Lender Maple X, Inc. 222 10 % 222 - 12/10/2023 Long term liabilities CityR Group Holdings LLC Pecan Ranch West LLC 1,980 10 % 1,980 - 11/15/2023 Long term liabilities CityR Group Holdings LLC Pecan Ranch Development LLC 236 10 % 236 - 12/10/2023 Short term liabilities CityR Group Holdings LLC Pecan Ranch North LLC 37 10 % 37 - 12/10/2023 Long term liabilities CityR Group Holdings LLC Maple Farms GP LLC 91 10 % 91 - 12/17/2023 Long term liabilities CityR Group Holdings LLC Maple Grove GP LLC 433 10 % 433 - 12/8/2023 Short term liabilities CityR Group Holdings LLC Total 2,999 - Borrowing Entity Loan Initial Interest Amount Amount Due Date Balance sheet Lender Pecan Ranch Development LLC 237 10 % 237 - 12/10/2023 Short term liabilities Debt Fund 3 Investors LLC Pecan Ranch Square LLC 1,136 10 % 1,136 1,030 12/10/2023 Short term liabilities Debt Fund 3 Investors LLC Pecan Ranch Square LLC 116 10 % - 116 10/01/2024 Long term liabilities Debt Fund 3 Investors LLC Pecan Ranch North LLC 32 10 % 32 32 12/10/2023 Long term liabilities Debt Fund 3 Investors LLC Pecan Ranch North LLC 485 10 % - 75 05/15/2024 Long term liabilities Debt Fund 3 Investors LLC Pecan Ranch North LLC 39 10 % - 39 03/26/2024 Long term liabilities Maple Fund 1 LLC Pecan Ranch North LLC 100 - 100 Short term liabilities Maple Development Group Maple Grove Square LLC 767 10 % 729 624 12/8/2023 Short term liabilities Debt Fund 3 Investors LLC Maple Grove Square LLC 82 10 % - 82 10/01/2024 Long term liabilities Debt Fund 3 Investors LLC Maple Grove Development LLC 582 10 % 582 - 12/8/2023 Short term liabilities Debt Fund 3 Investors LLC Maple Reserve Square LLC 262 10 % - 254 09/30/2024 Long term liabilities Debt Fund 3 Investors LLC Maple Reserve Square LLC 26 10 % - 26 12/12/2024 Long term liabilities Debt Fund 3 Investors LLC Maple X, Inc. 234 10 % - 234 03/26/2024 Long term liabilities Debt Fund 3 Investors LLC Maple X, Inc. 452 - 452 Long term liabilities Maple Development Group Pecan Ranch GP LLC 249 10 % - 249 03/26/2024 Long term liabilities Maple Fund 1 LLC Pecan Ranch West LLC 1,500 10 % - 1,099 03/29/2024 Long term liabilities Debt Fund 3 Investors LLC Pecan Ranch West LLC 584 10 % - 584 05/15/2024 Long term liabilities Debt Fund 3 Investors LLC Pecan Ranch West LLC 128 10 % - 128 05/15/2024 Long term liabilities Debt Fund 3 Investors LLC Pecan Ranch West LLC 154 10 % - 154 12/22/2024 Long term liabilities Debt Fund 3 Investors LLC Borrowing Entity Loan Initial Principal (USD in thousands) Interest Amount Outstanding December 31, 2021, net (USD in thousands) Amount Outstanding December 31, 2022, net (USD in thousands) Due Date Balance sheet classification Lender Maple Farms GP LLC 95 10 % - 95 05/16/2024 Long term liabilities Debt Fund 3 Investors LLC Maple Farms GP LLC 126 10 % - 126 09/30/2024 Long term liabilities Debt Fund 3 Investors LLC Maple Farms GP LLC 263 10 % - 263 01/10/2024 Long term liabilities Debt Fund 3 Investors LLC Maple Farms GP LLC 25 10 % - 25 01/10/2024 Long term liabilities Debt Fund 3 Investors LLC Maple Grove GP LLC 456 10 % - 438 03/26/2024 Long term liabilities Maple Fund 1 LLC Maple Woods GP LLC 224 10 % - 224 09/30/2024 Long term liabilities Maple Fund 1 LLC Maple Reserve Square LLC 100 10 % - 100 12/12/2024 Long term liabilities Itiel Kaplan Total 2,716 6,549 Loans are presented net of issuance costs of about $98 thousand. Guarantees Michael Sabo, our Controlling Shareholders, at the request of the lenders have personally guaranteed the subsidiaries’ financial liabilities under certain loan agreements as detailed in the table below: Property Loan Amount Guarantor Maple Grove 3,517 Michael Sabo & Itiel Kaplan Maple View 2,128 Michael Sabo Pecan Ranch 2,220 Michael Sabo Maple Heights 1,196 Michael Sabo Maple Reserve 10,000 Michael Sabo & Itiel Kaplan There is an unwritten agreement between the Controlling Shareholders that the company will indemnify any of the Controlling Shareholders who have provided personal guarantees to lenders for damages that will be caused by the very act of providing said guarantees. |
Taxes on Income
Taxes on Income | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
TAXES ON INCOME | NOTE 8 – TAXES ON INCOME A. United States resident companies are taxed on their worldwide income for corporate income tax purposes at a statutory rate of 21%. No further taxes are payable on this profit unless that profit is distributed. If certain conditions are met, income derived from foreign subsidiaries is tax exempt in the United States under applicable tax treaties to avoid double taxation. The Company has not received final tax assessments since the Company incorporation. As of December 31, 2021, the Company has carryforward losses for tax purposes of approximately $1,500 thousands which can be offset against future taxable income, if any. B. The following is reconciliation between the theoretical tax on pre-tax income, at the tax rate applicable to the Company (federal tax rate) and the tax expense reported in the financial statements: Year ended Period ended Pretax loss (1,456 ) (27 ) Federal tax rate 21 % 21 % Income tax computed at the ordinary tax rate 306 6 Losses and temporary differences for which valuation allowance was provided (306 ) (6 ) - - C. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes: Year ended Period ended Composition of deferred tax assets: Operation loss carry forwards 312 6 Valuation allowance (312 ) (6 ) - - |
Related Parties
Related Parties | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Related Parties [Abstract] | ||
RELATED PARTIES | NOTE 3 – RELATED PARTIES A. Balances with related parties: As of As of Loans from related parties (1) 6,210 6,549 (1) The loans bear 10% annual interest to be paid every quarter, the principal will be repaid in the end of the period. B. The agreements below were originally entered into by Maple Development Group (a company controlled by the shareholders) and they will be transferred to the Company upon conclusion of the IPO.: 1. Pursuant to the various operating agreements of the Property Companies, the Manager was entitled to receive a property acquisition fee from the applicable Property Companies in an amount equal to 2.5% of the property acquisition price (with the Maple Farms fee being 2%). 2. Each of Uri Frisch and Roy Marsiano, two of the Controlling Shareholders, provide the Company and its affiliates with consultancy services in the field of capital markets investor relations on an as-needed basis. These services include advisory services relating to the Company’s activities in the Israeli and U.S. capital markets, and maintaining relations with analysts, investment bankers and investor relations service providers to maintain effective relationships with investors. The Company pays each of Uri Frisch and Roi Marsiano an annual fee of approximately US$50,000 for these services and reimburses their services-related expenses incurred in providing the services. 3. CityR Group Holdings, LLC., a private limited liability company established in the State of New Jersey, and wholly owned by Michael Sabo (CityR), provides the Company and its affiliates with equity placement services relating to the equity investment transactions in the Company’s Property Companies, in return for a fee of 3% of the total equity investment raised by CityR, which fee is paid by the Property Company that receives the investment. CityR shares the fee with a company owned by Uri Frisch pursuant to an agreement between CityR and Uri Frisch’s company. In 2021 and 2022, the Company’s Property Companies paid CityR fees totaling approximately US$409,000 and US$243,000, respectively. With regard to the equity placement services provided by CityR, the investment funds that invest in the Property Companies also pay fees to CityR in the framework of each equity investment transaction, including equity placement fees (2% of the amount invested) and investor relations fees (1.75% of the amount invested). C. The Company signed a five-year consulting services agreement with Itiel Kaplan, the CEO, and consulting services agreement with Ilanit Halperin, the CFO. Pursuant to these agreements, the chief executive officer and the chief financial officer will receive the following compensation: Officer Title Annual Salary/Fees Annual Annual Bonus Itiel Kaplan CEO $ 292,000 $ 108,000 $ 100,000 Ilanit Halperin CFO $ 72,000 - - D. Guarantees Michael Sabo & Itiel Kaplan at the request of the lenders have personally guaranteed the subsidiaries’ financial liabilities under certain loan agreements as detailed in the table below: Borrower Property Lender Loan Amount Guarantor Guaranteed Amount Maple Grove Development LLC Maple Grove Independent Financial Bank $ 3,517,000 Michael Sabo & Itiel Kaplan 100 % Pecan Ranch Development LLC Pecan Ranch Plains State Bank $ 2,220,000 Michael Sabo 100 % Maple Reserve LLC Maple Reserve Waller 381 trust $ 10,000,000 Michael Sabo & Itiel Kaplan 100 % Maple View Development LLC Maple View Plains State Bank $ 2,128,000 Michael Sabo 100 % There is an unwritten agreement between the Controlling Shareholders that the company will indemnify any of the Controlling Shareholders who have provided personal guarantees to lenders for damages that will be caused by the very act of providing said guarantees. | NOTE 9 – RELATED PARTIES 1. Balances with related parties: As of As of Other current liabilities - 72 Loans from related parties (*) 6,549 5,816 (*) see Note 6 See also Note 11 below. 2. The Company signed a five-year consulting services agreement with Itiel Kaplan, the CEO, and consulting services agreement with Ilanit Halperin, the CFO. Pursuant to these agreements, the chief executive officer and the chief financial officer will receive the following compensation: Officer Title Annual Annual Annual Itiel Kaplan CEO $ 250,000 $ 50,000 $ 100,000 Ilanit Halperin CFO $ 72,000 - - 3. The agreements below were originally entered into by Maple Development Group (a company controlled by the shareholders) and they will be transferred to the Company upon conclusion of the IPO.: A. Pursuant to the various operating agreements of the Property Companies, the Manager is entitled to receive a property acquisition fee from the applicable Property Companies in an amount equal to 2.5% of the property acquisition price (with the Maple Farms fee being 2%). B. Each of Uri Frisch and Roy Marsiano, two of the Controlling Shareholders, provide the Company and its affiliates with consultancy services in the field of capital markets investor relations on an as-needed basis. These services include advisory services relating to the Company’s activities in the Israeli and U.S. capital markets, and maintaining relations with analysts, investment bankers and investor relations service providers to maintain effective relationships with investors. The Company pays each of Uri Frisch and Roi Marsiano an annual fee of approximately US$50,000 for these services and reimburses their services-related expenses incurred in providing the services. C. CityR Group Holdings, LLC., a private limited liability company established in the State of New Jersey, and wholly owned by Michael Sabo (CityR), provides the Company and its affiliates with equity placement services relating to the equity investment transactions in the Company’s Property Companies, in return for a fee of 3% of the total equity investment raised by CityR, which fee is paid by the Property Company that receives the investment. CityR shares the fee with a company owned by Uri Frisch pursuant to an agreement between CityR and Uri Frisch’s company. In 2021 and 2022, the Company’s Property Companies paid CityR fees totaling approximately US$409,000 and US$243,000, respectively. With regard to the equity placement services provided by CityR, the investment funds that invest in the Property Companies also pay fees to CityR in the framework of each equity investment transaction, including equity placement fees (2% of the amount invested) and investor relations fees (1.75% of the amount invested). D. The Manager (See Note 1 above) will also provide asset management, marketing, investor relations, and other administrative services on the Company’s behalf with the goal of maximizing the Company’s operating cash flow and preserving the Company’s invested capital. The following is a summary of the fees and expense reimbursements that the Company’s will pay to the Manager: - An annual fee equal to 1% of the net asset value (NAV) of the Company’s properties, to be paid by the Company’s. - A development fee equal to 5% of the development costs of each of the Company’s properties, to be paid monthly by the applicable Property Company. The development fee is paid monthly in equal monthly installments in accordance with the business plan for the particular project, with a true-up upon project completion. - The Company will reimburse the Manager for reasonable business expenses - The Company will pay the insurance premiums for insurance for the Manager. With regard to the payment of development fees, the Property Companies (excluding Maple Farms) have been paying the Manager development fees in an amount equal to 5% of the property development costs, on a monthly basis. In 2021 and 2022, the Property Companies paid the Manager a total of US$728,000 and US$1,469,000, respectively. In the framework of the operating agreement for the Maple Farms property, the development fees in the aggregate shall be no less than US$500,000. In. 2021, the applicable Property Company did not pay the Manager any development fees in connection with the Maple Farms property |
Segments of Operations
Segments of Operations | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Segment Reporting [Abstract] | ||
SEGMENTS OF OPERATIONS | NOTE 4 – SEGMENTS OF OPERATIONS The Company’s strategy is to focus on acquiring plots of land; engaging in planning, engineering supervision, and development of these plots; and then selling the developed land to homebuilders and commercial contractors. The Company undertakes development of undeveloped land from the ground up in vibrant, supply-constrained markets, in circumstances where the Company believes it will be able to leverage the management team’s experience and relationships to generate strong risk-adjusted returns for our stockholders. The Company focuses on two fields of activity, land inventory development for master planned communities and real estate investment, which are the Company’s two operating segments. Three months ended March 31, 2023 Land Real Estate Total USD in thousands Revenues for reportable segments 5,469 12 5,481 Income for reportable segments 2,350 12 2,362 General and administrative expenses (444 ) Interest expense (166 ) Loss for the period 1,752 Assets for reportable segments 49,081 18,236 67,317 Unallocated amounts 1,706 Total assets 69,023 Liabilities for reportable segments 25,543 10,816 36,359 Unallocated amounts 752 Total Liabilities 37,111 Period ended December 31, 2022 Land inventory Real Estate investments Total USD in thousands Revenues for reportable segments 10,841 - 10,841 Loss for reportable segments 4,397 - 4,397 Operations expenses - Unallocated amounts 1,472 Financing income, net 783 Income for the year 2,142 Assets for reportable segments 52,670 18,109 70,779 unallocated amounts 688 Total assets 71,467 Liabilities for reportable segments 26,782 10,653 37,435 unallocated amounts 1,440 Total Liabilities 38,875 | NOTE 10 – SEGMENTS OF OPERATIONS The Company’s strategy is to focus on acquiring plots of land; engaging in planning, engineering supervision, and development of these plots; and then selling the developed land to homebuilders and commercial contractors. The Company undertakes development of undeveloped land from the ground up in vibrant, supply-constrained markets, in circumstances where the Company believes it will be able to leverage the management team’s experience and relationships to generate strong risk-adjusted returns for our stockholders. The Company focuses on two fields of activity, land inventory development for master planned communities and real estate investment (see Note 1), which are the Company’s two operating segments. Period ended December 31, 2022 Land inventory Real Estate Total USD in thousands Revenues of reportable segments 10,841 - 10,841 Loss of reportable segments 4,397 - 4,397 Operations expenses - Unallocated amounts 1,472 Financing income, net 783 Income for the year 2,142 Assets of reportable segments 52,670 18,109 70,779 unallocated amounts 688 Total assets 71,467 Liabilities of reportable segments 26,782 10,653 37,435 unallocated amounts 1,440 Total Liabilities 38,875 Period ended December 31, 2021 Land inventory Real Estate investments Total USD in thousands Revenues of reportable segments - - - Loss of reportable segments - - - Operations expenses - Unallocated amounts 5 Financing income, net 22 Income for the year 27 - 27 Assets of reportable segments 18,243 17,914 36,157 unallocated amounts 268 Total assets 36,425 Liabilities of reportable segments 5,981 9,851 15,832 unallocated amounts 125 Total Liabilities 15,957 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11 – SUBSEQUENT EVENT A. In January, 2023, the fourth out of four sales of the Maple Heights property was completed. At this phase there were sold 54 acres in exchange for about 5.5 million dollars and the rest of the loan was returned in the amount of about 1.2 million dollars. B. On June 12, 2023, the company repaid the seller’s loan on the Pecan Ranch North property, the balance of which at that time was approximately $2.8 million. The company repaid the loan as stated above by receiving a loan from a third-party lender in the amount of approximately 2.9 million dollars, bearing a weighted annual interest rate of 14.4%, for a period of one year. C. On July 5, 2023, the company extended the loan from a third-party lender on the Maple Reserve, LLC property for a period of another year with a loan with an annual interest rate of 12.75%. D. On Aug 4 th st |
Material Events During the Repo
Material Events During the Reporting Period and Subsiquent Event | 3 Months Ended |
Mar. 31, 2023 | |
Material Events During the Reporting Period and Subsiquent Event [Abstract] | |
MATERIAL EVENTS DURING THE REPORTING PERIOD AND SUBSIQUENT EVENT | NOTE 5 – MATERIAL EVENTS DURING THE REPORTING PERIOD AND SUBSIQUENT EVENT A. On June 12, 2023, the company repaid the seller’s loan on the Pecan Ranch North property, the balance of which at that time was approximately $2.8 million. The company repaid the loan as stated above by receiving a loan from a third-party lender in the amount of approximately 2.9 million dollars, bearing a weighted annual interest rate of 14.4%, for a period of one year. B. On July 5, 2023, the company extended the loan from a third-party lender on the Maple Reserve, LLC property for a period of another year with a loan with an annual interest rate of 12.75%. C. On Aug 4th, 2023, the Company through one of its subsidiaries entered into a purchase and sale agreement to sell approximately 385 acres located in the greater Houston market. The agreement includes an inspection period and a closing date on or before Dec 31st, 2023. Note, that during the inspection period Purchaser can terminate the agreement for any reason. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation The accompanying Condensed Consolidated Financial Statements are prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”) and are presented in the Company’s These Condensed Consolidated Financial Statements should be read in conjunction with the December 31, 2022 and 2021 annual Consolidated Financial Statements and Notes included within them. | Basis of Presentation The accompanying Consolidated Financial Statements are prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”) and are presented in the Company’s reporting currency, the U.S. dollar. Intercompany transactions with consolidated entities have been eliminated. |
Principles of Consolidation | Principles of Consolidation The types of entities the Company assesses for consolidation include subsidiaries, management companies and general partners. Each of these entities is assessed for consolidation on a case by case basis depending on the specific facts and circumstances surrounding that entity. The Company first considers whether an entity is considered a variable interest entity (“VIE”) and therefore whether to apply the consolidation guidance under the VIE model. Entities that do not qualify as VIEs are assessed for consolidation as voting interest entities (“VOE”) under the voting interest model. An entity is considered to be a VIE if any of the following conditions exist: (i) the equity investment at risk is not sufficient to finance the activities of the entity without additional subordinated financial support provided by any parties, (ii) as a group, the holders of the equity investment at risk lack any of the following characteristics of a controlling financial interest, (a) the power to direct the activities that most significantly impact the entity’s economic performance and for limited partnerships, partners lack that power if neither (1) a simple majority or lower threshold (including a single limited partner) with equity at risk is able to exercise substantive kick-out rights through voting interests over the general partner, nor (2) limited partners with equity at risk are able to exercise substantive participating rights over the general partners, (b) the obligation to absorb expected losses, and (c) the right to receive expected residual returns. The Company consolidates all VIEs in which it is the primary beneficiary. An entity is determined to be the primary beneficiary if it holds a controlling financial interest in a VIE. A controlling financial interest is defined as (i) the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. The consolidation guidance requires an analysis to determine (i) whether an entity in which the Company holds a variable interest is a VIE and (ii) whether the Company’s involvement, through holding interest directly or indirectly in the entity or contractually through other variable interests would give it a controlling financial interest. Performance of that analysis requires judgment. The analysis can generally be performed qualitatively; however, if it is not readily apparent that the Company is not the primary beneficiary, a quantitative analysis may also be performed. TPG factors in all economic interests including interests held through related parties, to determine if it holds a variable interest. Fees earned by the Company that are customary and commensurate with the level of effort required for the services provided, and where the Company does not hold other economic interests in the entity that would absorb more than an insignificant amount of the expected losses or return of the entity, would not be considered variable interests. The Company determines whether it is the primary beneficiary of a VIE at the time it becomes involved with a variable interest entity and continuously reconsiders that conclusion when facts and circumstances change. For entities that are determined not to be VIEs, these entities are generally considered to be VOEs and are evaluated under the voting interest model. The Company consolidates VOEs that it controls through a majority voting interest or through other means. | |
Legal arrangements to distribute profits at different rates than the legal ownership rates | Legal arrangements to distribute profits at different rates than the legal ownership rates In cases where the property entities have entered into legal arrangements for the distribution of profits at different rates than the legal ownership rates in those entities the company applies those rates in accordance with the “theoretical liquidation calculations (promote) method. Accordingly, the company’s and the non-controlling interest’s ownership rates in the profits of the property entities are calculated on the assumption that the property company had liquidated its interest in the properties in line with their book value. | |
Use of Estimates | Use of Estimates GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the reporting period. Although we believe the assumptions and estimates we made are reasonable and appropriate, as discussed in the applicable sections throughout the Consolidated Financial Statements, different assumptions and estimates could materially impact our reported results. | |
Functional currency | Functional currency The U.S. dollar is the functional currency for our consolidated subsidiaries. | |
Acquisitions | Acquisitions We apply a screen test to evaluate if substantially all the fair value of the acquired property is concentrated in a single identifiable asset or group of similar identifiable assets to determine whether a transaction is accounted for as an asset acquisition or business combination. We measure the real estate assets acquired through an asset acquisition based on their cost or total consideration exchanged and any excess consideration or bargain purchase amount is allocated to the real estate properties. At a property-level, we allocate the fair value to the land acquired. | |
Real Estate Assets | Real Estate Assets Real estate assets are carried at depreciated cost. We capitalize costs incurred in developing, redeveloping and improving real estate assets as part of the investment basis. | |
Capitalization of Costs | Capitalization of Costs During the land development and construction periods of qualifying projects, we capitalize interest costs, insurance, real estate taxes and general and administrative costs of the personnel performing the development; if such costs are incremental and identifiable to a specific activity to ready the asset for its intended use. We capitalize transaction costs related to the acquisition of land for future development and operating properties that qualify as asset acquisitions. | |
Recoverability of Real Estate Assets | Recoverability of Real Estate Assets We assess the carrying values of our respective long-lived assets whenever events or changes in circumstances indicate that the carrying amounts of these assets may not be fully recoverable. This assessment is primarily triggered based on the shortening of the expected hold period due to our change in intent to sell a property in the near term. We have processes to monitor our intent with regard to our investments and the estimated disposition value in comparison to the current carrying value. If our assessment of potential triggering events indicates that the carrying value of a property that we expect to sell in the near term is not recoverable, we recognize an impairment charge for the amount by which the carrying value exceeds the current estimated fair value of the property. At least annually or more frequently given the presence of a triggering event, we measure the recoverability of our assets. We compare the carrying amount of the asset to the fair value based on our intent as follows: ● for real estate properties that we intend to hold long-term; including land held for development, properties currently under development and operating properties; recoverability is assessed based on the estimated undiscounted future net rental income from operating the property and the terminal value, including anticipated costs to develop. ● for real estate properties we intend to sell, including properties currently under development and operating properties; recoverability is assessed based on proceeds from disposition that are estimated based on the future net rental income of the property, expected market capitalization rates and anticipated costs to develop; ● for land parcels we intend to sell, recoverability is assessed based on the estimated proceeds from disposition less costs to sell; and ● for costs incurred related to the potential acquisition of land and operating properties and future development projects, recoverability is assessed based on the probability that the acquisition or development is likely to occur at the measurement date. | |
Cash and Cash Equivalents | Cash and Cash Equivalents We consider all cash on hand, demand deposits with financial institutions and short-term highly liquid investments with original maturities of three months or less to be cash equivalents. Our cash and cash equivalents are financial instruments that are exposed to concentrations of credit risk. We invest our cash with high-credit quality institutions both domestically and internationally. Cash balances may be invested in money market accounts that are not insured. We have not realized any losses of such cash investments or accounts and believe that we are not exposed to any significant credit risk. We do not use derivative financial instruments for trading or speculative purposes. | |
Revenue Recognition | Revenue Recognition We recognize revenue to the extent that amounts are determined to be collectible. We may also earn incentive returns (“promotes” or “promote revenues”) based on a venture’s cumulative returns over a certain time-period and the returns are determined by both the operating performance and real estate valuation of the venture, including highly variable inputs such as capitalization rates, market rents, interest rates and foreign currency exchange rates. As these key inputs are highly volatile and out of our control, and such volatility can materially impact our promotes period over period, we recognize promote revenues at the end of the performance period. We generally earn promote revenue directly from third-party investors in the co-investment ventures. | |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with ASC No. 740, “Income Taxes.” This topic prescribes the use of the liability method, whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value. Deferred tax liabilities and assets are classified as non-current based on the adopting of Accounting Standards Update (“ASU”) 2015-17, “Balance Sheet Classification of Deferred Taxes.” The Company accounts for uncertain tax positions in accordance with ASC 740, which contains a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining whether the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. The Company reevaluates its income tax positions periodically to consider factors such as changes in facts or circumstances, changes in or interpretations of tax law, effectively settled issues under audit, and new audit activity. Such a change in recognition or measurement would result/ in recognition of a tax benefit or an additional charge to the tax provision The Company includes interest related to tax issues as part of income tax expense in its consolidated financial statements. The Company records any applicable penalties related to tax issues within the income tax provision. | |
Environmental Costs | Environmental Costs We incur certain environmental remediation costs, including cleanup costs, consulting fees for environmental studies and investigations, monitoring costs, and legal costs relating to cleanup, litigation defense, and the pursuit of responsible third parties. We expense costs incurred in connection with operating properties and properties previously sold. We capitalize costs related to undeveloped land as development costs and record any expected future environmental liabilities at the time of acquisition. We maintain a liability for the estimated costs of environmental remediation expected to be incurred in connection with undeveloped land, acquired operating properties and properties previously sold that we adjust as appropriate as information becomes available. | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value of certain of the Company’s financial instruments including cash, other current assets, other liabilities and accrued interest loans approximate their carrying amounts because of their short maturities. The Company measures and reports fair value in accordance with ASC 820, “Fair Value Measurements and Disclosure” defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value investments. The book value of long-term liabilities corresponds to or approximates their fair value. | |
Operating Cycle | Operating Cycle The company’s operating cycle period is 12 months, except to the company’s activity related to the initiation and construction activity, which may last for a period of up to 4 years. Current assets and current liabilities include items designated and expected to materialize within the period of the operating cycle of the Company’s operations (including through its investees). | |
Recently Issued Accounting Standards | Recently adopted Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 did not have an impact, on the Company’s financial position, results of operations or cash flows. In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which amends ASC 740. This ASU simplifies the accounting for income taxes by modifying the treatment of intra period tax allocation in certain circumstances, eliminating an exception to recognizing deferred tax liabilities for outside basis differences for foreign equity method investments and foreign subsidiaries when ownership or control changes, and modifying interim period tax calculations when a loss is forecast. In addition, this ASU also requires that enacted changes in tax laws or rates be included in the annual effective rate determination in the period that includes the enactment date and clarifies the tax accounting of a step up in tax basis of goodwill. ASU 2019-12 did not have an impact on the Company’s annual consolidated financial statements. The Company has reviewed recent accounting pronouncements and concluded that they are either not applicable to its business or that no material effect is expected on the consolidated financial statements as a result of their future adoption. |
Land Inventories (Tables)
Land Inventories (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Land Inventories [Abstract] | |
Schedule of Detailed Information About the Land Inventories | The following table provides some detailed information about the land Inventories as of December 31, 2022 and 2021: Name of Property Ownership Profit Status / Stage Acquisition Purchase Capitalized Total Debt as of Maple View (see B1 below) 5 % 33.4% right to profits Planning and Permits 12/29/2021 3,529 932 4,461 2,107 Maple Grove (see B2 below) 5 % 38.4% right to profits Planning and Permits 12/8/2021 9,005 1,143 10,148 3,946 Pecan Ranch (see B3 below) 5 % 36.8% right to profits Planning and Permits 12/10/2021 3,701 1,037 4,738 2,640 Maple Heights (see B4 below) 5 % 30.7% right to profits Planning and Permits 1,983 1,113 3,096 1,198 Maple Woods (see B5 below) 5 % 36.9% right to profits Planning and Permits 04/15/2022 4,615 490 5,105 2,928 Maple Reserve (see B6 below) 5 % 35.6% right to profits Planning and Permits 07/06/2022 13,847 865 14,712 10,433 Maple Park (see B7 below) 5 % 35.8% right to profits Planning and Permits 12/12/2022 6,181 191 6,372 3,100 Total 42,861 5,771 48,632 26,352 (*) The Promote percentage is calculated based on project’s business plan, therefore the actual ultimate percentage may be different from the percentage anticipated in the business plan. Name of Property Ownership Profit Status / Stage Acquisition Purchase Capitalized Total Debt as of Maple View (see B1 below) 5 % 33.4% right to profits Planning and Permits 12/29/2021 3,529 241 3,770 2,107 Maple Grove (see B2 below) 5 % 38.4% right to profits Planning and Permits 12/8/2021 9,005 354 9,359 3,015 Pecan Ranch (see B3 below) 5 % 36.8% right to profits Planning and Permits 12/10/2021 3,701 242 3,943 473 Total 16,235 837 17,072 5,595 (*) The Promote percentage is calculated based on project’s business plan, therefore the actual ultimate percentage may be different from the percentage anticipated in the business plan. |
Real Estate Investments (Tables
Real Estate Investments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Real Estate Investments [Abstract] | |
Schedule of Detailed Information About the Real Estate Investments | The following table provides some detailed information about the Real estate investments as of December 31, 2022 and 2021: Name of Property Ownership Profit Status / Stage Acquisition Purchase Capitalization Total Debt as of Maple Farms 25.5 % 45.3% right to profits Planning 12/17/2021 10,015 456 10,471 3,510 Pecan Ranch West 100 % 100 % Planning 11/15/2021 1,596 276 1,872 1,966 Pecan Ranch North 100 % 100 % Planning 12/10/2021 2,855 76 2,931 3,002 Pecan Ranch Square 100 % 100 % Planning 12/10/2021 917 142 1,059 1,146 Maple Grove Square 100 % 100 % Planning 12/8/2021 534 90 624 705 Maple Reserve Square 100 % 100 % Planning 07/06/2022 260 11 271 287 Total 16,177 1,051 17,228 10,616 (*) The Promotion Allocation is an added percentage linked to the profitability of each project and is determined according to the waterfall distribution terms in the relevant operating agreement. The calculated percentage is subject to change based on the property’s profitability. Name of Property Ownership Profit Status / Stage Acquisition Purchase Capitalization Total Debt as of Maple Farms 25.5 % 47.5% right to profits Planning 12/17/2021 10,015 273 10,288 3,091 Pecan Ranch West 100 % 100 % Planning 11/15/2021 1,596 47 1,643 1,980 Pecan Ranch North 100 % 100 % Planning 12/10/2021 2,855 12 2,867 2,925 Pecan Ranch Square 100 % 100 % Planning 12/10/2021 917 11 928 1,136 Maple Grove Square 100 % 100 % Planning 12/8/2021 534 6 540 729 Total 15,917 349 16,266 9,861 (*) The Promotion Allocation is an added percentage linked to the profitability of each project and is determined according to the waterfall distribution terms in the relevant operating agreement. The calculated percentage is subject to change based on the property’s profitability. |
Mortgages and Other Loans (Tabl
Mortgages and Other Loans (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Mortgages and Other Loans [Abstract] | |
Schedule of the Outstanding Loans Carried Out by the Company and its Subsidiaries from Banks | The table below lists the outstanding loans carried out by the Company and its subsidiaries from banks: Borrowing Entity Loan Initial Interest Amount Amount Due Date Balance Maple View Development LLC 2,128 4.25 % 2,107 2,107 12/28/2024 Short term liabilities Maple Heights Development 1,198 5.5 % - 1,198 01/06/2023 Short term liabilities Pecan Ranch Development 2,220 4.25 % - 2,220 12/10/2023 Short term liabilities Maple Grove Development 3,517 4 % - 3,489 12/08/2023 Short term liabilities Total 2,107 9,014 Borrowing Entity Loan Initial Interest Amount Amount Due Date Balance sheet Lender Maple Farms GP LLC 3,000 12 % 3,000 3,000 01/01/2024 Long term liabilities * Katonti Ltd. and NDBS Investments LLC Maple Reserve Development 10,000 10 % - 10,000 07/05/2023 short term liabilities John F Howell Jr. - Waller 381 Trust Maple Reserve 440 10 % - 440 09/30/2024 short term liabilities Eyal Ashkenazi Maple woods GP 25 10 % - 25 09/30/2024 short term liabilities Eyal Ashkenazi Pecan Ranch GP 193 10 % - 193 03/26/2024 Long term liabilities Eyal Ashkenazi Maple X 245 12 % - 246 09/30/2024 Long term liabilities * Katonti Ltd. and NDBS Investments LLC Total 3,000 13,904 * After the balance sheet date the counterparties to this loan were appointed as directors of the company. Borrowing Entity Loan Initial Interest Amount Amount Due Date Balance sheet Lender (***) Pecan Ranch North LLC 2,855 0 %** 2,855 2,755 06/10/2023 Short term liabilities SH 288 & 476 Partners LTD Maple Grove Development LLC 2,000 8 % 2,000 - 2/8/2023 Short term liabilities Morton Newman Partners LLC Maple Park GP 3,000 6 % - 3,000 12/12/2024 Short term liabilities Rosebrook Holdings LLC Maple Woods 2,690 5 % - 2,690 04/15/2026 Short term liabilities Joe C Smith Total 4,855 8,445 ** This loan was granted as part of the acquisition agreement for this property. *** All loans are secured as a first lien on the rights of the property company (borrower) in the property. |
Loan from Related Parties (Tabl
Loan from Related Parties (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Loan from Related Parties [Abstract] | |
Schedule of Outstanding Loans | The table below lists the outstanding loans being carried by the Company and its subsidiaries from shareholders or companies controlled by shareholders: Borrowing Entity Loan Initial Interest Amount Amount Due Date Balance sheet Lender Maple X, Inc. 222 10 % 222 - 12/10/2023 Long term liabilities CityR Group Holdings LLC Pecan Ranch West LLC 1,980 10 % 1,980 - 11/15/2023 Long term liabilities CityR Group Holdings LLC Pecan Ranch Development LLC 236 10 % 236 - 12/10/2023 Short term liabilities CityR Group Holdings LLC Pecan Ranch North LLC 37 10 % 37 - 12/10/2023 Long term liabilities CityR Group Holdings LLC Maple Farms GP LLC 91 10 % 91 - 12/17/2023 Long term liabilities CityR Group Holdings LLC Maple Grove GP LLC 433 10 % 433 - 12/8/2023 Short term liabilities CityR Group Holdings LLC Total 2,999 - Borrowing Entity Loan Initial Interest Amount Amount Due Date Balance sheet Lender Pecan Ranch Development LLC 237 10 % 237 - 12/10/2023 Short term liabilities Debt Fund 3 Investors LLC Pecan Ranch Square LLC 1,136 10 % 1,136 1,030 12/10/2023 Short term liabilities Debt Fund 3 Investors LLC Pecan Ranch Square LLC 116 10 % - 116 10/01/2024 Long term liabilities Debt Fund 3 Investors LLC Pecan Ranch North LLC 32 10 % 32 32 12/10/2023 Long term liabilities Debt Fund 3 Investors LLC Pecan Ranch North LLC 485 10 % - 75 05/15/2024 Long term liabilities Debt Fund 3 Investors LLC Pecan Ranch North LLC 39 10 % - 39 03/26/2024 Long term liabilities Maple Fund 1 LLC Pecan Ranch North LLC 100 - 100 Short term liabilities Maple Development Group Maple Grove Square LLC 767 10 % 729 624 12/8/2023 Short term liabilities Debt Fund 3 Investors LLC Maple Grove Square LLC 82 10 % - 82 10/01/2024 Long term liabilities Debt Fund 3 Investors LLC Maple Grove Development LLC 582 10 % 582 - 12/8/2023 Short term liabilities Debt Fund 3 Investors LLC Maple Reserve Square LLC 262 10 % - 254 09/30/2024 Long term liabilities Debt Fund 3 Investors LLC Maple Reserve Square LLC 26 10 % - 26 12/12/2024 Long term liabilities Debt Fund 3 Investors LLC Maple X, Inc. 234 10 % - 234 03/26/2024 Long term liabilities Debt Fund 3 Investors LLC Maple X, Inc. 452 - 452 Long term liabilities Maple Development Group Pecan Ranch GP LLC 249 10 % - 249 03/26/2024 Long term liabilities Maple Fund 1 LLC Pecan Ranch West LLC 1,500 10 % - 1,099 03/29/2024 Long term liabilities Debt Fund 3 Investors LLC Pecan Ranch West LLC 584 10 % - 584 05/15/2024 Long term liabilities Debt Fund 3 Investors LLC Pecan Ranch West LLC 128 10 % - 128 05/15/2024 Long term liabilities Debt Fund 3 Investors LLC Pecan Ranch West LLC 154 10 % - 154 12/22/2024 Long term liabilities Debt Fund 3 Investors LLC Borrowing Entity Loan Initial Principal (USD in thousands) Interest Amount Outstanding December 31, 2021, net (USD in thousands) Amount Outstanding December 31, 2022, net (USD in thousands) Due Date Balance sheet classification Lender Maple Farms GP LLC 95 10 % - 95 05/16/2024 Long term liabilities Debt Fund 3 Investors LLC Maple Farms GP LLC 126 10 % - 126 09/30/2024 Long term liabilities Debt Fund 3 Investors LLC Maple Farms GP LLC 263 10 % - 263 01/10/2024 Long term liabilities Debt Fund 3 Investors LLC Maple Farms GP LLC 25 10 % - 25 01/10/2024 Long term liabilities Debt Fund 3 Investors LLC Maple Grove GP LLC 456 10 % - 438 03/26/2024 Long term liabilities Maple Fund 1 LLC Maple Woods GP LLC 224 10 % - 224 09/30/2024 Long term liabilities Maple Fund 1 LLC Maple Reserve Square LLC 100 10 % - 100 12/12/2024 Long term liabilities Itiel Kaplan Total 2,716 6,549 |
Schedule of Loan Agreements | Michael Sabo, our Controlling Shareholders, at the request of the lenders have personally guaranteed the subsidiaries’ financial liabilities under certain loan agreements as detailed in the table below: Property Loan Amount Guarantor Maple Grove 3,517 Michael Sabo & Itiel Kaplan Maple View 2,128 Michael Sabo Pecan Ranch 2,220 Michael Sabo Maple Heights 1,196 Michael Sabo Maple Reserve 10,000 Michael Sabo & Itiel Kaplan |
Taxes on Income (Tables)
Taxes on Income (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Federal Tax Rate and Tax Expense | The following is reconciliation between the theoretical tax on pre-tax income, at the tax rate applicable to the Company (federal tax rate) and the tax expense reported in the financial statements: Year ended Period ended Pretax loss (1,456 ) (27 ) Federal tax rate 21 % 21 % Income tax computed at the ordinary tax rate 306 6 Losses and temporary differences for which valuation allowance was provided (306 ) (6 ) - - |
Schedule of Deferred Income Taxes Assets | Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes: Year ended Period ended Composition of deferred tax assets: Operation loss carry forwards 312 6 Valuation allowance (312 ) (6 ) - - |
Related Parties (Tables)
Related Parties (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Related Parties [Abstract] | ||
Schedule of Balances with Related Parties | Balances with related parties: As of As of Loans from related parties (1) 6,210 6,549 (1) The loans bear 10% annual interest to be paid every quarter, the principal will be repaid in the end of the period. | Balances with related parties: As of As of Other current liabilities - 72 Loans from related parties (*) 6,549 5,816 (*) see Note 6 |
Schedule of Balances with Related Parties | Pursuant to these agreements, the chief executive officer and the chief financial officer will receive the following compensation: Officer Title Annual Salary/Fees Annual Annual Bonus Itiel Kaplan CEO $ 292,000 $ 108,000 $ 100,000 Ilanit Halperin CFO $ 72,000 - - | The Company signed a five-year consulting services agreement with Itiel Kaplan, the CEO, and consulting services agreement with Ilanit Halperin, the CFO. Pursuant to these agreements, the chief executive officer and the chief financial officer will receive the following compensation: Officer Title Annual Annual Annual Itiel Kaplan CEO $ 250,000 $ 50,000 $ 100,000 Ilanit Halperin CFO $ 72,000 - - |
Schedule of Financial Liabilities Under Certain Loan Agreements | Michael Sabo & Itiel Kaplan at the request of the lenders have personally guaranteed the subsidiaries’ financial liabilities under certain loan agreements as detailed in the table below: Borrower Property Lender Loan Amount Guarantor Guaranteed Amount Maple Grove Development LLC Maple Grove Independent Financial Bank $ 3,517,000 Michael Sabo & Itiel Kaplan 100 % Pecan Ranch Development LLC Pecan Ranch Plains State Bank $ 2,220,000 Michael Sabo 100 % Maple Reserve LLC Maple Reserve Waller 381 trust $ 10,000,000 Michael Sabo & Itiel Kaplan 100 % Maple View Development LLC Maple View Plains State Bank $ 2,128,000 Michael Sabo 100 % |
Segments of Operations (Tables)
Segments of Operations (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Segment Reporting [Abstract] | ||
Schedule of Focuses on Two Fields of Activity, Land Inventory Development for Master Planned Communities and Real Estate Investment | The Company focuses on two fields of activity, land inventory development for master planned communities and real estate investment, which are the Company’s two operating segments. Three months ended March 31, 2023 Land Real Estate Total USD in thousands Revenues for reportable segments 5,469 12 5,481 Income for reportable segments 2,350 12 2,362 General and administrative expenses (444 ) Interest expense (166 ) Loss for the period 1,752 Assets for reportable segments 49,081 18,236 67,317 Unallocated amounts 1,706 Total assets 69,023 Liabilities for reportable segments 25,543 10,816 36,359 Unallocated amounts 752 Total Liabilities 37,111 Period ended December 31, 2022 Land inventory Real Estate investments Total USD in thousands Revenues for reportable segments 10,841 - 10,841 Loss for reportable segments 4,397 - 4,397 Operations expenses - Unallocated amounts 1,472 Financing income, net 783 Income for the year 2,142 Assets for reportable segments 52,670 18,109 70,779 unallocated amounts 688 Total assets 71,467 Liabilities for reportable segments 26,782 10,653 37,435 unallocated amounts 1,440 Total Liabilities 38,875 | The Company focuses on two fields of activity, land inventory development for master planned communities and real estate investment (see Note 1), which are the Company’s two operating segments. Period ended December 31, 2022 Land inventory Real Estate Total USD in thousands Revenues of reportable segments 10,841 - 10,841 Loss of reportable segments 4,397 - 4,397 Operations expenses - Unallocated amounts 1,472 Financing income, net 783 Income for the year 2,142 Assets of reportable segments 52,670 18,109 70,779 unallocated amounts 688 Total assets 71,467 Liabilities of reportable segments 26,782 10,653 37,435 unallocated amounts 1,440 Total Liabilities 38,875 Period ended December 31, 2021 Land inventory Real Estate investments Total USD in thousands Revenues of reportable segments - - - Loss of reportable segments - - - Operations expenses - Unallocated amounts 5 Financing income, net 22 Income for the year 27 - 27 Assets of reportable segments 18,243 17,914 36,157 unallocated amounts 268 Total assets 36,425 Liabilities of reportable segments 5,981 9,851 15,832 unallocated amounts 125 Total Liabilities 15,957 |
General (Details)
General (Details) - USD ($) $ in Millions | 1 Months Ended | |||
Mar. 21, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Jan. 31, 2022 | |
General (Details) [Line Items] | ||||
Total consideration | $ 21 | |||
Installment amount | $ 21 | |||
Common Stock [Member] | ||||
General (Details) [Line Items] | ||||
Aggregate shares of common stock | 100 | |||
Maple Heights GP, LLC [Member] | ||||
General (Details) [Line Items] | ||||
Shareholders interest | 50% |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Summary of Significant Accounting Policies [Abstract] | |
Percentage of Tax benefit | 50% |
Operating cycle period | 4 years |
Land Inventories (Details)
Land Inventories (Details) $ in Millions | 1 Months Ended | 12 Months Ended | |
Jan. 31, 2023 USD ($) | Mar. 31, 2021 USD ($) | Dec. 31, 2022 USD ($) a m² | |
Maple View - Alvin, Brazoria County, TX [Member] | |||
Land Inventories (Details) [Line Items] | |||
Land plot acres | a | 235.28 | ||
Land of private homes | 800 | ||
Period of commencement work | 7 years | ||
Maple Grove - Pattison, Waller Country, TX [Member] | |||
Land Inventories (Details) [Line Items] | |||
Land plot acres | a | 257 | ||
Land of private homes | 990 | ||
Period of commencement work | 7 years | ||
Pecan Ranch - Bonney, Brazoria County, TX [Member] | |||
Land Inventories (Details) [Line Items] | |||
Land plot acres | 169 | ||
Land of private homes | 500 | ||
Period of commencement work | 7 years | ||
Maple Heights - Porter, Montgomery County, Texas [Member] | |||
Land Inventories (Details) [Line Items] | |||
Land plot acres | a | 158.5 | ||
Land of private homes | 820 | ||
Total consideration (in Dollars) | $ | $ 21 | ||
Total sale amount (in Dollars) | $ | $ 15.5 | ||
Exchange (in Dollars) | $ | $ 5.5 | ||
Maple Woods - Hockley, Waller County, Texas [Member] | |||
Land Inventories (Details) [Line Items] | |||
Land plot acres | a | 142 | ||
Land of private homes | 450 | ||
Period of commencement work | 4 years | ||
Maple Reserve - Waller County, Texas [Member] | |||
Land Inventories (Details) [Line Items] | |||
Land plot acres | a | 375 | ||
Land of private homes | 1,000 | ||
Period of commencement work | 7 years | ||
Maple Park - Brazoria County, Texas [Member] | |||
Land Inventories (Details) [Line Items] | |||
Land plot acres | a | 155 | ||
Land of private homes | 425 | ||
Period of commencement work | 5 years | ||
Minimum [Member] | Maple View - Alvin, Brazoria County, TX [Member] | |||
Land Inventories (Details) [Line Items] | |||
Land of private homes | 130 | ||
Minimum [Member] | Maple Grove - Pattison, Waller Country, TX [Member] | |||
Land Inventories (Details) [Line Items] | |||
Land of private homes | 150 | ||
Minimum [Member] | Pecan Ranch - Bonney, Brazoria County, TX [Member] | |||
Land Inventories (Details) [Line Items] | |||
Land of private homes | 120 | ||
Minimum [Member] | Maple Reserve - Waller County, Texas [Member] | |||
Land Inventories (Details) [Line Items] | |||
Land of private homes | 150 | ||
Minimum [Member] | Maple Park - Brazoria County, Texas [Member] | |||
Land Inventories (Details) [Line Items] | |||
Land of private homes | 110 | ||
Maximum [Member] | Maple View - Alvin, Brazoria County, TX [Member] | |||
Land Inventories (Details) [Line Items] | |||
Land of private homes | 140 | ||
Maximum [Member] | Maple Grove - Pattison, Waller Country, TX [Member] | |||
Land Inventories (Details) [Line Items] | |||
Land of private homes | 180 | ||
Maximum [Member] | Pecan Ranch - Bonney, Brazoria County, TX [Member] | |||
Land Inventories (Details) [Line Items] | |||
Land of private homes | 130 | ||
Maximum [Member] | Maple Woods - Hockley, Waller County, Texas [Member] | |||
Land Inventories (Details) [Line Items] | |||
Land of private homes | 150 | ||
Maximum [Member] | Maple Reserve - Waller County, Texas [Member] | |||
Land Inventories (Details) [Line Items] | |||
Land of private homes | 180 |
Land Inventories (Details) - Sc
Land Inventories (Details) - Schedule of Detailed Information About the Land Inventories - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2022 | |||
Land Inventories (Details) - Schedule of Detailed Information About the Land Inventories [Line Items] | ||||
Purchase Price | $ 16,235 | $ 42,861 | ||
Capitalized costs | 837 | 5,771 | ||
Total | 17,072 | 48,632 | ||
Debt as of December 31, 2022, net | $ 5,595 | $ 26,352 | ||
Maple View (see B1 below) [Member] | ||||
Land Inventories (Details) - Schedule of Detailed Information About the Land Inventories [Line Items] | ||||
Ownership Percentage in the Property | 5% | 5% | ||
Profit Participation Percentage | [1] | 33.4% right to profits | 33.4% right to profits | |
Status / Stage | Planning and Permits | [1] | Planning and Permits | |
Acquisition Date | Dec. 29, 2021 | Dec. 29, 2021 | ||
Purchase Price | $ 3,529 | $ 3,529 | ||
Capitalized costs | 241 | 932 | ||
Total | 3,770 | 4,461 | ||
Debt as of December 31, 2022, net | $ 2,107 | $ 2,107 | ||
Maple Grove (see B2 below) [Member] | ||||
Land Inventories (Details) - Schedule of Detailed Information About the Land Inventories [Line Items] | ||||
Ownership Percentage in the Property | 5% | 5% | ||
Profit Participation Percentage | [1] | 38.4% right to profits | 38.4% right to profits | |
Status / Stage | Planning and Permits | [1] | Planning and Permits | |
Acquisition Date | Dec. 08, 2021 | Dec. 08, 2021 | ||
Purchase Price | $ 9,005 | $ 9,005 | ||
Capitalized costs | 354 | 1,143 | ||
Total | 9,359 | 10,148 | ||
Debt as of December 31, 2022, net | $ 3,015 | $ 3,946 | ||
Pecan Ranch (see B3 below) [Member] | ||||
Land Inventories (Details) - Schedule of Detailed Information About the Land Inventories [Line Items] | ||||
Ownership Percentage in the Property | 5% | 5% | ||
Profit Participation Percentage | [1] | 36.8% right to profits | 36.8% right to profits | |
Status / Stage | Planning and Permits | [1] | Planning and Permits | |
Acquisition Date | Dec. 10, 2021 | Dec. 10, 2021 | ||
Purchase Price | $ 3,701 | $ 3,701 | ||
Capitalized costs | 242 | 1,037 | ||
Total | 3,943 | 4,738 | ||
Debt as of December 31, 2022, net | $ 473 | $ 2,640 | ||
Maple Heights (see B4 below) [Member] | ||||
Land Inventories (Details) - Schedule of Detailed Information About the Land Inventories [Line Items] | ||||
Ownership Percentage in the Property | 5% | |||
Profit Participation Percentage | [1] | 30.7% right to profits | ||
Status / Stage | Planning and Permits | |||
Purchase Price | $ 1,983 | |||
Capitalized costs | 1,113 | |||
Total | 3,096 | |||
Debt as of December 31, 2022, net | $ 1,198 | |||
Maple Woods (see B5 below) [Member] | ||||
Land Inventories (Details) - Schedule of Detailed Information About the Land Inventories [Line Items] | ||||
Ownership Percentage in the Property | 5% | |||
Profit Participation Percentage | [1] | 36.9% right to profits | ||
Status / Stage | Planning and Permits | |||
Acquisition Date | Apr. 15, 2022 | |||
Purchase Price | $ 4,615 | |||
Capitalized costs | 490 | |||
Total | 5,105 | |||
Debt as of December 31, 2022, net | $ 2,928 | |||
Maple Reserve (see B6 below) [Member] | ||||
Land Inventories (Details) - Schedule of Detailed Information About the Land Inventories [Line Items] | ||||
Ownership Percentage in the Property | 5% | |||
Profit Participation Percentage | [1] | 35.6% right to profits | ||
Status / Stage | Planning and Permits | |||
Acquisition Date | Jul. 06, 2022 | |||
Purchase Price | $ 13,847 | |||
Capitalized costs | 865 | |||
Total | 14,712 | |||
Debt as of December 31, 2022, net | $ 10,433 | |||
Maple Park (see B7 below) [Member] | ||||
Land Inventories (Details) - Schedule of Detailed Information About the Land Inventories [Line Items] | ||||
Ownership Percentage in the Property | 5% | |||
Profit Participation Percentage | [1] | 35.8% right to profits | ||
Status / Stage | Planning and Permits | |||
Acquisition Date | Dec. 12, 2022 | |||
Purchase Price | $ 6,181 | |||
Capitalized costs | 191 | |||
Total | 6,372 | |||
Debt as of December 31, 2022, net | $ 3,100 | |||
[1] The Promote percentage is calculated based on project’s business plan, therefore the actual ultimate percentage may be different from the percentage anticipated in the business plan. |
Real Estate Investments (Detail
Real Estate Investments (Details) | Dec. 31, 2022 m² |
Maple Farms - Sandy Point, Brazoria County, TX [Member] | |
Real Estate Investments (Details) [Line Items] | |
Real estate investment acres | 770 |
Pecan Ranch West - Bonney, Brazoria County, TX [Member] | |
Real Estate Investments (Details) [Line Items] | |
Real estate investment acres | 74 |
Pecan Ranch North - Bonney, Brazoria County, TX [Member] | |
Real Estate Investments (Details) [Line Items] | |
Real estate investment acres | 148 |
Pecan Ranch Square - Bonney, Brazoria County, TX [Member] | |
Real Estate Investments (Details) [Line Items] | |
Real estate investment acres | 41 |
Maple Grove Square - Angleton, Brazoria County, TX [Member] | |
Real Estate Investments (Details) [Line Items] | |
Real estate investment acres | 15 |
Real Estate Investments (Deta_2
Real Estate Investments (Details) - Schedule of Detailed Information About the Real Estate Investments - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Real Estate Properties [Line Items] | |||
Name of Property | Total | Total | |
Purchase Price | $ 1,051 | $ 349 | |
Capitalization of costs | 17,228 | 16,266 | |
Total | 10,616 | 9,861 | |
Debt net | $ 16,177 | $ 15,917 | |
Maple Farms [Member] | |||
Real Estate Properties [Line Items] | |||
Name of Property | Maple Farms | ||
Ownership Percentage in the Property | 25.50% | ||
Profit Participation Percentage | [1] | 45.3% right to profits | |
Status / Stage | Planning | ||
Acquisition Date | 12/17/2021 | ||
Purchase Price | $ 456 | ||
Capitalization of costs | 10,471 | ||
Total | 3,510 | ||
Debt net | $ 10,015 | ||
Pecan Ranch West [Member] | |||
Real Estate Properties [Line Items] | |||
Name of Property | Pecan Ranch West | ||
Ownership Percentage in the Property | 100% | ||
Profit Participation Percentage | [1] | 100% | |
Status / Stage | Planning | ||
Acquisition Date | 11/15/2021 | ||
Purchase Price | $ 276 | ||
Capitalization of costs | 1,872 | ||
Total | 1,966 | ||
Debt net | $ 1,596 | ||
Pecan Ranch North [Member] | |||
Real Estate Properties [Line Items] | |||
Name of Property | Pecan Ranch North | ||
Ownership Percentage in the Property | 100% | ||
Profit Participation Percentage | [1] | 100% | |
Status / Stage | Planning | ||
Acquisition Date | 12/10/2021 | ||
Purchase Price | $ 76 | ||
Capitalization of costs | 2,931 | ||
Total | 3,002 | ||
Debt net | $ 2,855 | ||
Pecan Ranch Square [Member] | |||
Real Estate Properties [Line Items] | |||
Name of Property | Pecan Ranch Square | ||
Ownership Percentage in the Property | 100% | ||
Profit Participation Percentage | [1] | 100% | |
Status / Stage | Planning | ||
Acquisition Date | 12/10/2021 | ||
Purchase Price | $ 142 | ||
Capitalization of costs | 1,059 | ||
Total | 1,146 | ||
Debt net | $ 917 | ||
Maple Grove Square [Member] | |||
Real Estate Properties [Line Items] | |||
Name of Property | Maple Grove Square | ||
Ownership Percentage in the Property | 100% | ||
Profit Participation Percentage | [1] | 100% | |
Status / Stage | Planning | ||
Acquisition Date | 12/8/2021 | ||
Purchase Price | $ 90 | ||
Capitalization of costs | 624 | ||
Total | 705 | ||
Debt net | $ 534 | ||
Maple Reserve Square Member] | |||
Real Estate Properties [Line Items] | |||
Name of Property | Maple Reserve Square | ||
Ownership Percentage in the Property | 100% | ||
Profit Participation Percentage | [1] | 100% | |
Status / Stage | Planning | ||
Acquisition Date | 07/06/2022 | ||
Purchase Price | $ 11 | ||
Capitalization of costs | 271 | ||
Total | 287 | ||
Debt net | $ 260 | ||
Maple Farms [Member] | |||
Real Estate Properties [Line Items] | |||
Name of Property | Maple Farms | ||
Ownership Percentage in the Property | 25.50% | ||
Profit Participation Percentage | [1] | 47.5% right to profits | |
Status / Stage | Planning | ||
Acquisition Date | 12/17/2021 | ||
Purchase Price | $ 273 | ||
Capitalization of costs | 10,288 | ||
Total | 3,091 | ||
Debt net | $ 10,015 | ||
Pecan Ranch West [Member] | |||
Real Estate Properties [Line Items] | |||
Name of Property | Pecan Ranch West | ||
Ownership Percentage in the Property | 100% | ||
Profit Participation Percentage | [1] | 100% | |
Status / Stage | Planning | ||
Acquisition Date | 11/15/2021 | ||
Purchase Price | $ 47 | ||
Capitalization of costs | 1,643 | ||
Total | 1,980 | ||
Debt net | $ 1,596 | ||
Pecan Ranch North [Member] | |||
Real Estate Properties [Line Items] | |||
Name of Property | Pecan Ranch North | ||
Ownership Percentage in the Property | 100% | ||
Profit Participation Percentage | [1] | 100% | |
Status / Stage | Planning | ||
Acquisition Date | 12/10/2021 | ||
Purchase Price | $ 12 | ||
Capitalization of costs | 2,867 | ||
Total | 2,925 | ||
Debt net | $ 2,855 | ||
Pecan Ranch Square [Member] | |||
Real Estate Properties [Line Items] | |||
Name of Property | Pecan Ranch Square | ||
Ownership Percentage in the Property | 100% | ||
Profit Participation Percentage | [1] | 100% | |
Status / Stage | Planning | ||
Acquisition Date | 12/10/2021 | ||
Purchase Price | $ 11 | ||
Capitalization of costs | 928 | ||
Total | 1,136 | ||
Debt net | $ 917 | ||
Maple Grove Square [Member] | |||
Real Estate Properties [Line Items] | |||
Name of Property | Maple Grove Square | ||
Ownership Percentage in the Property | 100% | ||
Profit Participation Percentage | [1] | 100% | |
Status / Stage | Planning | ||
Acquisition Date | 12/8/2021 | ||
Purchase Price | $ 6 | ||
Capitalization of costs | 540 | ||
Total | 729 | ||
Debt net | $ 534 | ||
[1] The Promotion Allocation is an added percentage linked to the profitability of each project and is determined according to the waterfall distribution terms in the relevant operating agreement. The calculated percentage is subject to change based on the property’s profitability. |
Mortgages and Other Loans (Deta
Mortgages and Other Loans (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Mortgages and Other Loans [Abstract] | ||
Percentage of capital required | 35% | |
Acquisition loans for periods | 3 years | |
Percentage of land acquisition costs | 60% | |
Annual interest rate on acquisition loans | 8.50% | 4.875% |
Net of issuance costs (in Dollars) | $ 48 | $ 21 |
Mortgages and Other Loans (De_2
Mortgages and Other Loans (Details) - Schedule of the Outstanding Loans Carried Out by the Company and its Subsidiaries from Banks - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2022 | ||
Bank [Member] | |||
Short-Term Debt [Line Items] | |||
Amount Outstanding | $ 2,107 | $ 9,014 | |
Bank [Member] | Maple View Development LLC [Member] | |||
Short-Term Debt [Line Items] | |||
Loan Initial Principal | $ 2,128 | ||
Interest | 4.25% | ||
Amount Outstanding | 2,107 | $ 2,107 | |
Due Date | Dec. 28, 2024 | ||
Balance sheet classification | Short term liabilities | ||
Bank [Member] | Maple Heights Development [Member] | |||
Short-Term Debt [Line Items] | |||
Loan Initial Principal | $ 1,198 | ||
Interest | 5.50% | ||
Amount Outstanding | $ 1,198 | ||
Due Date | Jan. 06, 2023 | ||
Balance sheet classification | Short term liabilities | ||
Bank [Member] | Pecan Ranch Development [Member] | |||
Short-Term Debt [Line Items] | |||
Loan Initial Principal | $ 2,220 | ||
Interest | 4.25% | ||
Amount Outstanding | $ 2,220 | ||
Due Date | Dec. 10, 2023 | ||
Balance sheet classification | Short term liabilities | ||
Bank [Member] | Maple Grove Development LLC [Member] | |||
Short-Term Debt [Line Items] | |||
Loan Initial Principal | $ 3,517 | ||
Interest | 4% | ||
Amount Outstanding | $ 3,489 | ||
Due Date | Dec. 08, 2023 | ||
Balance sheet classification | Short term liabilities | ||
Other 3rd parties [Member] | |||
Short-Term Debt [Line Items] | |||
Amount Outstanding | 3,000 | $ 13,904 | |
Other 3rd parties [Member] | Maple Farms GP LLC [Member] | |||
Short-Term Debt [Line Items] | |||
Loan Initial Principal | $ 3,000 | ||
Interest | 12% | ||
Amount Outstanding | 3,000 | $ 3,000 | |
Due Date | Jan. 01, 2024 | ||
Balance sheet classification | Long term liabilities | ||
Lender | [1] | * Katonti Ltd. and NDBS Investments LLC | |
Other 3rd parties [Member] | Maple Reserve Development [Member] | |||
Short-Term Debt [Line Items] | |||
Loan Initial Principal | $ 10,000 | ||
Interest | 10% | ||
Amount Outstanding | $ 10,000 | ||
Due Date | Jul. 05, 2023 | ||
Balance sheet classification | short term liabilities | ||
Lender | John F Howell Jr. - Waller 381 Trust | ||
Other 3rd parties [Member] | Maple Reserve [Member] | |||
Short-Term Debt [Line Items] | |||
Loan Initial Principal | $ 440 | ||
Interest | 10% | ||
Amount Outstanding | $ 440 | ||
Due Date | Sep. 30, 2024 | ||
Balance sheet classification | short term liabilities | ||
Lender | Eyal Ashkenazi | ||
Other 3rd parties [Member] | Maple woods GP [Member] | |||
Short-Term Debt [Line Items] | |||
Loan Initial Principal | $ 25 | ||
Interest | 10% | ||
Amount Outstanding | $ 25 | ||
Due Date | Sep. 30, 2024 | ||
Balance sheet classification | short term liabilities | ||
Lender | Eyal Ashkenazi | ||
Other 3rd parties [Member] | Pecan Ranch GP [Member] | |||
Short-Term Debt [Line Items] | |||
Loan Initial Principal | $ 193 | ||
Interest | 10% | ||
Amount Outstanding | $ 193 | ||
Due Date | Mar. 26, 2024 | ||
Balance sheet classification | Long term liabilities | ||
Lender | Eyal Ashkenazi | ||
Other 3rd parties [Member] | Maple X [Member] | |||
Short-Term Debt [Line Items] | |||
Loan Initial Principal | $ 245 | ||
Interest | 12% | ||
Amount Outstanding | $ 246 | ||
Due Date | Sep. 30, 2024 | ||
Balance sheet classification | Long term liabilities | ||
Lender | [1] | * Katonti Ltd. and NDBS Investments LLC | |
Sellers [Member] | |||
Short-Term Debt [Line Items] | |||
Amount Outstanding | 4,855 | $ 8,445 | |
Sellers [Member] | Maple Grove Development LLC [Member] | |||
Short-Term Debt [Line Items] | |||
Loan Initial Principal | $ 2,000 | ||
Interest | 8% | ||
Amount Outstanding | 2,000 | ||
Due Date | Feb. 08, 2023 | ||
Balance sheet classification | Short term liabilities | ||
Lender | [2] | Morton Newman Partners LLC | |
Sellers [Member] | Pecan Ranch North LLC [Member] | |||
Short-Term Debt [Line Items] | |||
Loan Initial Principal | $ 2,855 | ||
Interest | [3] | 0% | |
Amount Outstanding | 2,855 | $ 2,755 | |
Due Date | Jun. 10, 2023 | ||
Balance sheet classification | Short term liabilities | ||
Lender | [2] | SH 288 & 476 Partners LTD | |
Sellers [Member] | Maple Park GP [Member] | |||
Short-Term Debt [Line Items] | |||
Loan Initial Principal | $ 3,000 | ||
Interest | 6% | ||
Amount Outstanding | $ 3,000 | ||
Due Date | Dec. 12, 2024 | ||
Balance sheet classification | Short term liabilities | ||
Lender | [2] | Rosebrook Holdings LLC | |
Sellers [Member] | Maple Woods [Member] | |||
Short-Term Debt [Line Items] | |||
Loan Initial Principal | $ 2,690 | ||
Interest | 5% | ||
Amount Outstanding | $ 2,690 | ||
Due Date | Apr. 15, 2026 | ||
Balance sheet classification | Short term liabilities | ||
Lender | [2] | Joe C Smith | |
[1] After the balance sheet date the counterparties to this loan were appointed as directors of the company. All loans are secured as a first lien on the rights of the property company (borrower) in the property. This loan was granted as part of the acquisition agreement for this property. |
Loan from Related Parties (Deta
Loan from Related Parties (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Loan from Related Parties [Abstract] | |
Net of issuance costs | $ 98 |
Loan from Related Parties (De_2
Loan from Related Parties (Details) - Schedule of Outstanding Loans - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Loan from Related Parties (Details) - Schedule of Outstanding Loans [Line Items] | ||
Amount Outstanding, net | $ 2,716 | $ 6,549 |
Maple X Inc.[Member] | ||
Loan from Related Parties (Details) - Schedule of Outstanding Loans [Line Items] | ||
Loan Initial Principal | $ 234 | |
Interest | 10% | |
Amount Outstanding, net | $ 234 | |
Due Date | Mar. 26, 2024 | |
Balance sheet classification | Long term liabilities | |
Lender | Debt Fund 3 Investors LLC | |
Pecan Ranch West LLC [Member] | ||
Loan from Related Parties (Details) - Schedule of Outstanding Loans [Line Items] | ||
Loan Initial Principal | $ 1,500 | |
Interest | 10% | |
Amount Outstanding, net | $ 1,099 | |
Due Date | Mar. 29, 2024 | |
Balance sheet classification | Long term liabilities | |
Lender | Debt Fund 3 Investors LLC | |
Maple Farms GP LLC [Member] | ||
Loan from Related Parties (Details) - Schedule of Outstanding Loans [Line Items] | ||
Loan Initial Principal | $ 95 | |
Interest | 10% | |
Amount Outstanding, net | $ 95 | |
Due Date | May 16, 2024 | |
Balance sheet classification | Long term liabilities | |
Lender | Debt Fund 3 Investors LLC | |
Maple Grove GP LLC [Member] | ||
Loan from Related Parties (Details) - Schedule of Outstanding Loans [Line Items] | ||
Loan Initial Principal | $ 456 | |
Interest | 10% | |
Amount Outstanding, net | $ 438 | |
Due Date | Mar. 26, 2024 | |
Balance sheet classification | Long term liabilities | |
Lender | Maple Fund 1 LLC | |
Pecan Ranch Development LLC One [Member] | ||
Loan from Related Parties (Details) - Schedule of Outstanding Loans [Line Items] | ||
Loan Initial Principal | $ 237 | |
Interest | 10% | |
Amount Outstanding, net | 237 | |
Due Date | Dec. 10, 2023 | |
Balance sheet classification | Short term liabilities | |
Lender | Debt Fund 3 Investors LLC | |
Pecan Ranch Square LLC [Member] | ||
Loan from Related Parties (Details) - Schedule of Outstanding Loans [Line Items] | ||
Loan Initial Principal | $ 1,136 | |
Interest | 10% | |
Amount Outstanding, net | 1,136 | $ 1,030 |
Due Date | Dec. 10, 2023 | |
Balance sheet classification | Short term liabilities | |
Lender | Debt Fund 3 Investors LLC | |
Pecan Ranch Square LLC Two [Member] | ||
Loan from Related Parties (Details) - Schedule of Outstanding Loans [Line Items] | ||
Loan Initial Principal | $ 116 | |
Interest | 10% | |
Amount Outstanding, net | $ 116 | |
Due Date | Oct. 01, 2024 | |
Balance sheet classification | Long term liabilities | |
Lender | Debt Fund 3 Investors LLC | |
Pecan Ranch North L.LC One [Member] | ||
Loan from Related Parties (Details) - Schedule of Outstanding Loans [Line Items] | ||
Loan Initial Principal | $ 32 | |
Interest | 10% | |
Amount Outstanding, net | 32 | $ 32 |
Due Date | Dec. 10, 2023 | |
Balance sheet classification | Long term liabilities | |
Lender | Debt Fund 3 Investors LLC | |
Pecan Ranch North LLC Two [Member] | ||
Loan from Related Parties (Details) - Schedule of Outstanding Loans [Line Items] | ||
Loan Initial Principal | $ 485 | |
Interest | 10% | |
Amount Outstanding, net | $ 75 | |
Due Date | May 15, 2024 | |
Balance sheet classification | Long term liabilities | |
Lender | Debt Fund 3 Investors LLC | |
Pecan Ranch North LLC Three [Member] | ||
Loan from Related Parties (Details) - Schedule of Outstanding Loans [Line Items] | ||
Loan Initial Principal | $ 39 | |
Interest | 10% | |
Amount Outstanding, net | $ 39 | |
Due Date | Mar. 26, 2024 | |
Balance sheet classification | Long term liabilities | |
Lender | Maple Fund 1 LLC | |
Pecan Ranch North LLC Four [Member] | ||
Loan from Related Parties (Details) - Schedule of Outstanding Loans [Line Items] | ||
Loan Initial Principal | $ 100 | |
Amount Outstanding, net | $ 100 | |
Balance sheet classification | Short term liabilities | |
Lender | Maple Development Group | |
Maple Grove Square LLC [Member] | ||
Loan from Related Parties (Details) - Schedule of Outstanding Loans [Line Items] | ||
Loan Initial Principal | $ 767 | |
Interest | 10% | |
Amount Outstanding, net | 729 | $ 624 |
Due Date | Dec. 08, 2023 | |
Balance sheet classification | Short term liabilities | |
Lender | Debt Fund 3 Investors LLC | |
Maple Grove Square LLC One [Member] | ||
Loan from Related Parties (Details) - Schedule of Outstanding Loans [Line Items] | ||
Loan Initial Principal | $ 82 | |
Interest | 10% | |
Amount Outstanding, net | $ 82 | |
Due Date | Oct. 01, 2024 | |
Balance sheet classification | Long term liabilities | |
Lender | Debt Fund 3 Investors LLC | |
Maple grove development LLC [Member] | ||
Loan from Related Parties (Details) - Schedule of Outstanding Loans [Line Items] | ||
Loan Initial Principal | $ 582 | |
Interest | 10% | |
Amount Outstanding, net | 582 | |
Due Date | Dec. 08, 2023 | |
Balance sheet classification | Short term liabilities | |
Lender | Debt Fund 3 Investors LLC | |
Maple Reserve Square LLC [Member] | ||
Loan from Related Parties (Details) - Schedule of Outstanding Loans [Line Items] | ||
Loan Initial Principal | $ 262 | |
Interest | 10% | |
Amount Outstanding, net | $ 254 | |
Due Date | Sep. 30, 2024 | |
Balance sheet classification | Long term liabilities | |
Lender | Debt Fund 3 Investors LLC | |
Maple Reserve Square LLC One [Member] | ||
Loan from Related Parties (Details) - Schedule of Outstanding Loans [Line Items] | ||
Loan Initial Principal | $ 26 | |
Interest | 10% | |
Amount Outstanding, net | $ 26 | |
Due Date | Dec. 12, 2024 | |
Balance sheet classification | Long term liabilities | |
Lender | Debt Fund 3 Investors LLC | |
Maple X, Inc One [Member] | ||
Loan from Related Parties (Details) - Schedule of Outstanding Loans [Line Items] | ||
Loan Initial Principal | $ 452 | |
Amount Outstanding, net | $ 452 | |
Balance sheet classification | Long term liabilities | |
Lender | Maple Development Group | |
Pecan Ranch GP LLC [Member] | ||
Loan from Related Parties (Details) - Schedule of Outstanding Loans [Line Items] | ||
Loan Initial Principal | $ 249 | |
Interest | 10% | |
Amount Outstanding, net | $ 249 | |
Due Date | Mar. 26, 2024 | |
Balance sheet classification | Long term liabilities | |
Lender | Maple Fund 1 LLC | |
Pecan Ranch West LLC One [Member] | ||
Loan from Related Parties (Details) - Schedule of Outstanding Loans [Line Items] | ||
Loan Initial Principal | $ 584 | |
Interest | 10% | |
Amount Outstanding, net | $ 584 | |
Due Date | May 15, 2024 | |
Balance sheet classification | Long term liabilities | |
Lender | Debt Fund 3 Investors LLC | |
Pecan Ranch West LLC Two [Member] | ||
Loan from Related Parties (Details) - Schedule of Outstanding Loans [Line Items] | ||
Loan Initial Principal | $ 128 | |
Interest | 10% | |
Amount Outstanding, net | $ 128 | |
Due Date | May 15, 2024 | |
Balance sheet classification | Long term liabilities | |
Lender | Debt Fund 3 Investors LLC | |
Pecan Ranch West LLC Three [Member] | ||
Loan from Related Parties (Details) - Schedule of Outstanding Loans [Line Items] | ||
Loan Initial Principal | $ 154 | |
Interest | 10% | |
Amount Outstanding, net | $ 154 | |
Due Date | Dec. 22, 2024 | |
Balance sheet classification | Long term liabilities | |
Lender | Debt Fund 3 Investors LLC | |
Maple Farms GP LLC One [Member] | ||
Loan from Related Parties (Details) - Schedule of Outstanding Loans [Line Items] | ||
Loan Initial Principal | $ 126 | |
Interest | 10% | |
Amount Outstanding, net | $ 126 | |
Due Date | Sep. 30, 2024 | |
Balance sheet classification | Long term liabilities | |
Lender | Debt Fund 3 Investors LLC | |
Maple Farms GP LLC Two [Member] | ||
Loan from Related Parties (Details) - Schedule of Outstanding Loans [Line Items] | ||
Loan Initial Principal | $ 263 | |
Interest | 10% | |
Amount Outstanding, net | $ 263 | |
Due Date | Jan. 10, 2024 | |
Balance sheet classification | Long term liabilities | |
Lender | Debt Fund 3 Investors LLC | |
Maple Farms GP LLC Three [Member] | ||
Loan from Related Parties (Details) - Schedule of Outstanding Loans [Line Items] | ||
Loan Initial Principal | $ 25 | |
Interest | 10% | |
Amount Outstanding, net | $ 25 | |
Due Date | Jan. 10, 2024 | |
Balance sheet classification | Long term liabilities | |
Lender | Debt Fund 3 Investors LLC | |
Maple Woods GP LLC [Member] | ||
Loan from Related Parties (Details) - Schedule of Outstanding Loans [Line Items] | ||
Loan Initial Principal | $ 224 | |
Interest | 10% | |
Amount Outstanding, net | $ 224 | |
Due Date | Sep. 30, 2024 | |
Balance sheet classification | Long term liabilities | |
Lender | Maple Fund 1 LLC | |
Maple Reserve Square LLC Two [Member] | ||
Loan from Related Parties (Details) - Schedule of Outstanding Loans [Line Items] | ||
Loan Initial Principal | $ 100 | |
Interest | 10% | |
Amount Outstanding, net | $ 100 | |
Due Date | Dec. 12, 2024 | |
Balance sheet classification | Long term liabilities | |
Lender | Itiel Kaplan | |
Subsidiaries [Member] | ||
Loan from Related Parties (Details) - Schedule of Outstanding Loans [Line Items] | ||
Amount Outstanding, net | 2,999 | |
Subsidiaries [Member] | Maple X Inc.[Member] | ||
Loan from Related Parties (Details) - Schedule of Outstanding Loans [Line Items] | ||
Loan Initial Principal | $ 222 | |
Interest | 10% | |
Amount Outstanding, net | 222 | |
Due Date | Dec. 10, 2023 | |
Balance sheet classification | Long term liabilities | |
Lender | CityR Group Holdings LLC | |
Subsidiaries [Member] | Pecan Ranch West LLC [Member] | ||
Loan from Related Parties (Details) - Schedule of Outstanding Loans [Line Items] | ||
Loan Initial Principal | $ 1,980 | |
Interest | 10% | |
Amount Outstanding, net | 1,980 | |
Due Date | Nov. 15, 2023 | |
Balance sheet classification | Long term liabilities | |
Lender | CityR Group Holdings LLC | |
Subsidiaries [Member] | Pecan Ranch Development LLC [Member] | ||
Loan from Related Parties (Details) - Schedule of Outstanding Loans [Line Items] | ||
Loan Initial Principal | $ 236 | |
Interest | 10% | |
Amount Outstanding, net | 236 | |
Due Date | Dec. 10, 2023 | |
Balance sheet classification | Short term liabilities | |
Lender | CityR Group Holdings LLC | |
Subsidiaries [Member] | Pecan ranch north LLC [Member] | ||
Loan from Related Parties (Details) - Schedule of Outstanding Loans [Line Items] | ||
Loan Initial Principal | $ 37 | |
Interest | 10% | |
Amount Outstanding, net | 37 | |
Due Date | Dec. 10, 2023 | |
Balance sheet classification | Long term liabilities | |
Lender | CityR Group Holdings LLC | |
Subsidiaries [Member] | Maple Farms GP LLC [Member] | ||
Loan from Related Parties (Details) - Schedule of Outstanding Loans [Line Items] | ||
Loan Initial Principal | $ 91 | |
Interest | 10% | |
Amount Outstanding, net | 91 | |
Due Date | Dec. 17, 2023 | |
Balance sheet classification | Long term liabilities | |
Lender | CityR Group Holdings LLC | |
Subsidiaries [Member] | Maple Grove GP LLC [Member] | ||
Loan from Related Parties (Details) - Schedule of Outstanding Loans [Line Items] | ||
Loan Initial Principal | $ 433 | |
Interest | 10% | |
Amount Outstanding, net | $ 433 | |
Due Date | Dec. 08, 2023 | |
Balance sheet classification | Short term liabilities | |
Lender | CityR Group Holdings LLC |
Loan from Related Parties (De_3
Loan from Related Parties (Details) - Schedule of Loan Agreements $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Maple Grove [Member] | |
Loan from Related Parties (Details) - Schedule of Loan Agreements [Line Items] | |
Loan Amount | $ 3,517 |
Guarantor | Michael Sabo & Itiel Kaplan |
Maple View [Member] | |
Loan from Related Parties (Details) - Schedule of Loan Agreements [Line Items] | |
Loan Amount | $ 2,128 |
Guarantor | Michael Sabo |
Pecan Ranch [Member] | |
Loan from Related Parties (Details) - Schedule of Loan Agreements [Line Items] | |
Loan Amount | $ 2,220 |
Guarantor | Michael Sabo |
Maple Heights [Member] | |
Loan from Related Parties (Details) - Schedule of Loan Agreements [Line Items] | |
Loan Amount | $ 1,196 |
Guarantor | Michael Sabo |
Maple Reserve [Member] | |
Loan from Related Parties (Details) - Schedule of Loan Agreements [Line Items] | |
Loan Amount | $ 10,000 |
Guarantor | Michael Sabo & Itiel Kaplan |
Taxes on Income (Details)
Taxes on Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Statutory income rate percentage | 21% | 21% |
Carryforward losses tax | $ 1,500 |
Taxes on Income (Details) - Sch
Taxes on Income (Details) - Schedule of Federal Tax Rate and Tax Expense - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Schedule Of Federal Tax Rate And Tax Expense Abstract | ||
Pretax loss | $ (27) | $ (1,456) |
Federal tax rate | 21% | 21% |
Income tax computed at the ordinary tax rate | $ 6 | $ 306 |
Losses and temporary differences for which valuation allowance was provided | (6) | (306) |
Pre-tax income |
Taxes on Income (Details) - S_2
Taxes on Income (Details) - Schedule of Deferred Income Taxes Assets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule Of Deferred Income Taxes Assets Abstract | ||
Operation loss carry forwards | $ 312 | $ 6 |
Valuation allowance | (312) | (6) |
Composition of deferred tax assets |
Related Parties (Details)
Related Parties (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Related Parties (Details) [Line Items] | |||
Property acquisition fee | 2.50% | 2.50% | |
Fee percentage | 2% | ||
Annual fee (in Dollars) | $ 50,000 | $ 50,000 | |
Percentage of equity investment | 3% | 3% | |
Fees totaling amount (in Dollars) | $ 243,000 | $ 409,000 | |
Equity placement fees percentage | 2% | 2% | |
Investor relations fees percentage | 1.75% | 1.75% | |
Annual fee percentage | 1% | ||
Development fee percent | 5% | ||
Property development fee percent | 5% | ||
Paid total amount (in Dollars) | $ 1,469,000 | $ 728,000 | |
Development fees (in Dollars) | $ 500,000 | ||
Annual interest | 10% | ||
Maple Farms [Member] | |||
Related Parties (Details) [Line Items] | |||
Property acquisition fee | 2% |
Related Parties (Details) - Sch
Related Parties (Details) - Schedule of Balances with Related Parties - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Balances with Related Parties [Abstract] | |||
Other current liabilities | $ 72 | ||
Loans from related parties | [1] | $ 6,549 | $ 5,816 |
[1] see Note 6 |
Related Parties (Details) - S_2
Related Parties (Details) - Schedule of Five-Year Consulting Services Agreement - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Itiel Kaplan [Member] | CEO [Member] | ||
Related Parties (Details) - Schedule of Five-Year Consulting Services Agreement [Line Items] | ||
Annual Salary/Fees | $ 292,000 | $ 250,000 |
Annual Expense Reimbursement | 108,000 | 50,000 |
Annual Bonus | 100,000 | 100,000 |
Ilanit Halperin [Member] | CFO [Member] | ||
Related Parties (Details) - Schedule of Five-Year Consulting Services Agreement [Line Items] | ||
Annual Salary/Fees | 72,000 | 72,000 |
Annual Expense Reimbursement | ||
Annual Bonus |
Segments of Operations (Details
Segments of Operations (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Segment Reporting [Abstract] | ||
Number of operating segments | 2 | 2 |
Segments of Operations (Detai_2
Segments of Operations (Details) - Schedule of Focuses on Two Fields of Activity, Land Inventory Development for Master Planned Communities and Real Estate Investment - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Segment Reporting Information [Line Items] | ||||
Revenues of reportable segments | $ 5,481 | $ 4,904 | $ 10,841 | |
Loss of reportable segments | 4,397 | |||
Operations expenses - Unallocated amounts | 444 | 5 | 1,472 | |
Financing income, net | (166) | $ (220) | 22 | 783 |
Income for the year | 1,752 | 27 | 2,142 | |
Assets of reportable segments | 67,317 | 36,157 | 70,779 | |
unallocated amounts | 1,706 | 268 | 688 | |
Total assets | 69,023 | 36,425 | 71,467 | |
Liabilities of reportable segments | 36,359 | 15,832 | 37,435 | |
unallocated amounts | 752 | 125 | 1,440 | |
Total Liabilities | 37,111 | 15,957 | 38,875 | |
Land Inventory [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues of reportable segments | 10,841 | |||
Loss of reportable segments | 4,397 | |||
Operations expenses - Unallocated amounts | ||||
Income for the year | 27 | |||
Assets of reportable segments | 49,081 | 18,243 | 52,670 | |
Total assets | ||||
Liabilities of reportable segments | 25,543 | 5,981 | 26,782 | |
Real Estate Investments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues of reportable segments | ||||
Loss of reportable segments | ||||
Operations expenses - Unallocated amounts | ||||
Income for the year | ||||
Assets of reportable segments | 18,236 | 17,914 | 18,109 | |
Total assets | ||||
Liabilities of reportable segments | $ 10,816 | $ 9,851 | $ 10,653 |
Subsequent Events (Details)
Subsequent Events (Details) $ in Millions | 1 Months Ended | |||
Jan. 31, 2023 USD ($) a | Aug. 04, 2023 a | Jul. 05, 2023 | Jun. 12, 2023 USD ($) | |
Subsequent Events (Details) [Line Items] | ||||
Area of acres (in Acres) | a | 385 | |||
Exchange amount | $ 5.5 | |||
Loan amount | $ 1.2 | |||
Repaid loan | $ 2.9 | |||
Annual interest rate | 12.75% | 14.40% | ||
Maple Heights [Member] | ||||
Subsequent Events (Details) [Line Items] | ||||
Area of acres (in Acres) | a | 54 | |||
Pecan Ranch North [Member] | ||||
Subsequent Events (Details) [Line Items] | ||||
Balance loan amount | $ 2.8 |
Related Parties (Details) - S_3
Related Parties (Details) - Schedule of Balances with Related Parties - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | |
Schedule of Balances with Related Parties [Abstract] | |||
Loans from related parties (1) | [1] | $ 6,210 | $ 6,549 |
[1] The loans bear 10% annual interest to be paid every quarter, the principal will be repaid in the end of the period. |
Related Parties (Details) - S_4
Related Parties (Details) - Schedule of Company Signed a Five-Year Consulting Services Agreement - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Itiel Kaplan [Member] | CEO [Member] | ||
Related Parties (Details) - Schedule of Company Signed a Five-Year Consulting Services Agreement [Line Items] | ||
Annual Salary/Fees | $ 292,000 | $ 250,000 |
Annual Expense Reimbursement | 108,000 | 50,000 |
Annual Bonus | 100,000 | 100,000 |
Ilanit Halperin [Member] | CFO [Member] | ||
Related Parties (Details) - Schedule of Company Signed a Five-Year Consulting Services Agreement [Line Items] | ||
Annual Salary/Fees | 72,000 | 72,000 |
Annual Expense Reimbursement | ||
Annual Bonus |
Related Parties (Details) - S_5
Related Parties (Details) - Schedule of Financial Liabilities Under Certain Loan Agreements | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Maple Heights Development LLC [Member] | |
Related Parties (Details) - Schedule of Financial Liabilities Under Certain Loan Agreements [Line Items] | |
Property | Maple Grove |
Lender | Independent Financial Bank |
Loan Amount | $ 3,517,000 |
Guarantor | Michael Sabo & Itiel Kaplan |
Guaranteed Amount | 100% |
Pecan Ranch Development LLC [Member] | |
Related Parties (Details) - Schedule of Financial Liabilities Under Certain Loan Agreements [Line Items] | |
Property | Pecan Ranch |
Lender | Plains State Bank |
Loan Amount | $ 2,220,000 |
Guarantor | Michael Sabo |
Guaranteed Amount | 100% |
Maple Reserve LLC [Member] | |
Related Parties (Details) - Schedule of Financial Liabilities Under Certain Loan Agreements [Line Items] | |
Property | Maple Reserve |
Lender | Waller 381 trust |
Loan Amount | $ 10,000,000 |
Guarantor | Michael Sabo & Itiel Kaplan |
Guaranteed Amount | 100% |
Maple View Development LLC [Member] | |
Related Parties (Details) - Schedule of Financial Liabilities Under Certain Loan Agreements [Line Items] | |
Property | Maple View |
Lender | Plains State Bank |
Loan Amount | $ 2,128,000 |
Guarantor | Michael Sabo |
Guaranteed Amount | 100% |
Segments of Operations (Detai_3
Segments of Operations (Details) - Schedule of Focuses on Two Fields of Activity, Land Inventory Development for Master Planned Communities and Real Estate Investment - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2021 | Dec. 31, 2022 | |
Segment Reporting Information [Line Items] | |||
Revenues for reportable segments | $ 5,481 | $ 10,841 | |
Income for reportable segments | 2,362 | 4,397 | |
Operations expenses - Unallocated amounts | 1,472 | ||
Financing income, net | 783 | ||
General and administrative expenses | (444) | $ (5) | (1,472) |
Interest expense | (166) | ||
Loss for the period | 1,752 | 27 | 2,142 |
Assets for reportable segments | 67,317 | 36,157 | 70,779 |
Unallocated amounts | 1,706 | 268 | 688 |
Total assets | 69,023 | 36,425 | 71,467 |
Liabilities for reportable segments | 36,359 | 15,832 | 37,435 |
Unallocated amounts | 752 | 125 | 1,440 |
Total Liabilities | 37,111 | 15,957 | 38,875 |
Land Inventory [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues for reportable segments | 5,469 | 10,841 | |
Income for reportable segments | 2,350 | 4,397 | |
General and administrative expenses | |||
Loss for the period | 27 | ||
Assets for reportable segments | 49,081 | 18,243 | 52,670 |
Total assets | |||
Liabilities for reportable segments | 25,543 | 5,981 | 26,782 |
Real Estate Investments [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues for reportable segments | 12 | ||
Income for reportable segments | 12 | ||
General and administrative expenses | |||
Loss for the period | |||
Assets for reportable segments | 18,236 | 17,914 | 18,109 |
Total assets | |||
Liabilities for reportable segments | $ 10,816 | $ 9,851 | $ 10,653 |
Material Events During the Re_2
Material Events During the Reporting Period and Subsiquent Event (Details) - Forecast [Member] $ in Millions | Aug. 04, 2023 a | Jul. 05, 2023 | Jun. 12, 2023 USD ($) |
Material Events During the Reporting Period and Subsiquent Event (Details) [Line Items] | |||
Repaid loan | $ 2.9 | ||
Annual interest rate | 12.75% | 14.40% | |
Area of acres | a | 385 | ||
Pecan Ranch North [Member] | |||
Material Events During the Reporting Period and Subsiquent Event (Details) [Line Items] | |||
Repaid loan | $ 2.8 |