Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 13, 2023 | |
Document Information Line Items | ||
Entity Registrant Name | SAFE AND GREEN DEVELOPMENT CORPORATION | |
Trading Symbol | SGD | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 10,000,000 | |
Amendment Flag | false | |
Entity Central Index Key | 0001959023 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | false | |
Entity Ex Transition Period | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-41581 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 87-1375590 | |
Entity Address, Address Line One | 990 Biscayne Blvd. | |
Entity Address, Address Line Two | #501, Office 12 | |
Entity Address, City or Town | Miami | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33132 | |
City Area Code | (646) | |
Local Phone Number | 240-4235 | |
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 33,365 | $ 720 |
Prepaid asset and other current assets | 417,900 | 25,040 |
Current Assets | 451,265 | 25,760 |
Assets held for sale | 4,400,361 | 4,396,826 |
Land | 1,190,655 | 1,190,655 |
Property and equipment, net | 3,730 | |
Project development costs and other non-current assets | 65,339 | 55,732 |
Due from affiliates | 1,876,298 | |
Equity-based investments | 3,642,607 | 3,599,945 |
Intangible assets | 22,210 | |
Total Assets | 11,652,465 | 9,268,918 |
Current liabilities: | ||
Accounts payable and accrued expenses | 378,819 | 255,278 |
Due to affiliates | 200,000 | 4,200,000 |
Short term notes payable, net | 6,564,887 | 2,648,300 |
Total current liabilities | 7,143,706 | 7,103,578 |
Commitments and contingencies | ||
Stockholder’s equity: | ||
Preferred stock, $0.001 par value, 50,000,000 shares authorized, 0 issued and outstanding | ||
Common stock, $0.001 par value, 50,000,000 shares authorized, 10,000,000 issued and outstanding as of September 30, 2023 and 1,000 shares authorized, issued and outstanding as of December 31, 2022 | 10,000 | 1 |
Additional paid-in capital | 10,044,730 | 5,095,345 |
Accumulated deficit | (5,545,971) | (2,930,006) |
Total stockholder’s equity | 4,508,759 | 2,165,340 |
Total Liabilities and Stockholder’s Equity | $ 11,652,465 | $ 9,268,918 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, share authorized | 5,000,000 | 5,000,000 |
Preferred stock, share issued | 0 | 0 |
Preferred stock, share outstanding | 0 | 0 |
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 50,000,000 | 1,000 |
Common stock, shares issued | 10,000,000 | 1,000 |
Common stock, shares outstanding | 10,000,000 | 1,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Operating expenses: | ||||
Payroll and related expenses | $ 228,779 | $ 255,189 | $ 898,876 | $ 775,384 |
General and administrative expenses | 341,205 | 170,711 | 861,179 | 523,206 |
Marketing and business development expense | 14,003 | 10,898 | 41,309 | 14,606 |
Total | 583,987 | 436,798 | 1,801,364 | 1,313,196 |
Operating loss | (583,987) | (436,798) | (1,801,364) | (1,313,196) |
Other expense: | ||||
Interest Expense | (339,877) | (52,157) | (814,922) | (173,726) |
Other Income | 321 | 321 | ||
Net loss | $ (923,543) | $ (488,955) | $ (2,615,965) | $ (1,486,922) |
Net loss per share | ||||
Basic (in Dollars per share) | $ (0.57) | $ (488.96) | $ (6.35) | $ (1,486.92) |
Weighted average shares outstanding: | ||||
Basic (in Shares) | 1,631,272 | 1,000 | 411,918 | 1,000 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Parentheticals) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Diluted | $ (0.57) | $ (488.96) | $ (6.35) | $ (1,486.92) |
Diluted | 1,631,272 | 1,000 | 411,918 | 1,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Stockholder’s Equity (Unaudited) - USD ($) | $0.001 Par Value Common Stock Shares | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2021 | $ 1 | $ 2,029,733 | $ (485,747) | $ 1,543,987 |
Balance (in Shares) at Dec. 31, 2021 | 1,000 | |||
Capital contributions | 2,120,596 | 2,120,596 | ||
Net loss | (1,486,922) | (1,486,922) | ||
Balance at Sep. 30, 2022 | $ 1 | 4,150,329 | (1,972,669) | 2,177,661 |
Balance (in Shares) at Sep. 30, 2022 | 1,000 | |||
Balance at Jun. 30, 2022 | $ 1 | 4,150,329 | (1,483,714) | 2,666,616 |
Balance (in Shares) at Jun. 30, 2022 | 1,000 | |||
Net loss | (488,955) | (488,955) | ||
Balance at Sep. 30, 2022 | $ 1 | 4,150,329 | (1,972,669) | 2,177,661 |
Balance (in Shares) at Sep. 30, 2022 | 1,000 | |||
Balance at Dec. 31, 2022 | $ 1 | 5,095,345 | (2,930,006) | $ 2,165,340 |
Balance (in Shares) at Dec. 31, 2022 | 1,000 | 1,000 | ||
Issuance of common stock | $ 9,999 | (9,999) | ||
Issuance of common stock (in Shares) | 9,999,000 | |||
Forgiveness of due to affiliate | 4,000,000 | 4,000,000 | ||
Capital contributions | 959,384 | 959,384 | ||
Net loss | (2,615,965) | (2,615,965) | ||
Balance at Sep. 30, 2023 | $ 10,000 | 10,044,730 | (5,545,971) | $ 4,508,759 |
Balance (in Shares) at Sep. 30, 2023 | 10,000,000 | 10,000,000 | ||
Balance at Jun. 30, 2023 | $ 1 | 6,054,729 | (4,622,428) | $ 1,432,302 |
Balance (in Shares) at Jun. 30, 2023 | 1,000 | |||
Issuance of common stock | $ 9,999 | (9,999) | ||
Issuance of common stock (in Shares) | 9,999,000 | |||
Forgiveness of due to affiliate | 4,000,000 | 4,000,000 | ||
Net loss | (923,543) | (923,543) | ||
Balance at Sep. 30, 2023 | $ 10,000 | $ 10,044,730 | $ (5,545,971) | $ 4,508,759 |
Balance (in Shares) at Sep. 30, 2023 | 10,000,000 | 10,000,000 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (2,615,965) | $ (1,486,922) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 75 | |
Amortization of debt issuance costs | 208,412 | |
Prepaid asset and other current assets | (392,860) | (83,157) |
Intangible assets | (22,210) | |
Due from affiliates | (1,876,298) | |
Accounts payable and accrued expenses | 123,541 | |
Due to affiliates | ||
Net cash used in operating activities | (4,575,305) | (1,570,079) |
Cash flows from investing activities: | ||
Additions to assets held for sale | (3,535) | (174,800) |
Purchase of property and equipment | (3,805) | |
Purchase of Land | (1,190,655) | |
Project development costs | (9,607) | (34,974) |
Equity-based investments | (42,662) | |
Net cash used in investing activities | (59,609) | (1,400,429) |
Cash flows from financing activities: | ||
Debt issuance costs | (441,825) | |
Payments of short-term notes payable | (2,500,000) | |
Proceeds from short-term notes payable | 6,650,000 | 676,340 |
Contributions | 959,384 | 2,294,167 |
Net cash provided by financing activities | 4,667,559 | 2,970,507 |
Net change in cash | 32,645 | |
Cash – beginning of period | 720 | |
Cash – end of period | 33,365 | |
Supplemental disclosure of non-cash operating activities: | ||
Transfer of land to assets held for sale | 3,576,130 | |
Prepaid interest held back from proceeds from short-term notes payable | 675,000 | |
Forgiveness of due from affiliate | $ 4,000,000 |
Description of Business
Description of Business | 9 Months Ended |
Sep. 30, 2023 | |
Description of Business [Abstract] | |
Description of Business | 1. Description of Business Safe and Green Development Corporation (the “Company” or “SG DevCo”)), previously known as SGB Development Corp., a Delaware corporation was incorporated on February 17, 2021. The Company was formed for the purpose of real property development primarily in the acquisition, development, management, sale and leasing of green single or multi-family projects in underserved regions nationally. The Company has a minority interest in Norman Berry II Owners LLC and JDI-Cumberland Inlet LLC as described further below. The Company began operations during 2021 and has incurred a net loss during since inception. Historically, the Company’s operations have primarily been funded through advances from Safe & Green Holdings Corp., the Company’s parent company (“Parent”) and the Company has been largely dependent upon Parent for funding This factor has raised substantial doubt of the Company’s ability to continue as a going concern. The Company has also funded operations through a recent bridge note financing of which it have raised $1,750,000 to date, two lien notes in the aggregate amount of $2,500,000 on the Lago Vista property, which were paid off in March 2023 in connection with the refinancing described below. Management believes that these actions will enable the Company to continue as a going concern. In December 2022, Parent and then owner of 100% of our issued and outstanding securities, announced its plan to separate the Company and Parent into two separate publicly traded companies (the “Separation”). To implement the Separation, on September 27, 2023 (the “Distribution Date”), Parent, effected a pro rata distribution to Parent’s stockholders of approximately 30% of the outstanding shares of the Company’s common stock (the “Distribution”). In connection with the Distribution, each Parent stockholder received 0.930886 shares of the Company’s common stock for every five (5) shares of Parent common stock held as of the close of business on September 8, 2023, the record date for the Distribution, as well as a cash payment in lieu of any fractional shares. Immediately after the Distribution, the Company was no longer a wholly owned subsidiary of Parent and Parent held approximately 70% of the Company’s issued and outstanding securities. On September 28, 2023, the Company’s common stock began trading on the Nasdaq Capital Market under the symbol “SGD.” In connection with the Separation and Distribution, the Company entered into a separation and distribution agreement and several other agreements with Parent. These agreements provide for the allocation between Parent and the Company of the assets, employees, liabilities and obligations (including, among others, investments, property, employee benefits and tax-related assets and liabilities) of Parent and its subsidiaries attributable to periods prior to, at and after the Separation and will govern the relationship between the Company and Parent subsequent to the completion of the Separation. In addition to the separation and distribution agreement, the other principal agreements entered into with Parent included a tax matters agreement and a shared services agreement. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of presentation Recently adopted accounting pronouncements Accounting estimates Investment Entities On June 24, 2021, the Company entered into an operating agreement with Jacoby Development for a 10% non-dilutable equity interest for JDI-Cumberland Inlet, LLC (“Cumberland”). The Company contributed $3,000,000 for its 10% equity interest. During the nine months ended September 30, 2023, the Company contributed an additional $25,000. The purpose of Cumberland is to develop a waterfront parcel in a mixed-use destination community. The Company has determined it is not the primary beneficiary of Cumberland and thus will not consolidate the activities in its financial statements. The Company will use the equity method to report the activities as an Investment in its financial statements. During the nine months ended September 30, 2023 and year ended December 31 ,2022, Norman Berry and Cumberland did not have any material earnings or losses as the investments are in development. In addition, management believes there was no impairment as of September 30, 2023 or December 31, 2022. Cash and cash equivalents Property, plant and equipment On May 10, 2021 the Company acquired a 50+ acre Lake Travis project site in Lago Vista, Texas (“Lago Vista”) for $3,576,130, which is recorded in assets held for sale on the accompanying balance sheets. During February 2022 and September 2022, the Company acquired properties in Oklahoma and Georgia for $893,785 (including additions) and $296,870, respectively, which is recorded as land on the accompanying balance sheets. The Company acquired $3,805 worth of computers and software, and recorded depreciation of $75 during the three and nine months ended September 30, 2023. Intangible assets Project Development Costs Assets Held For Sale Fair value measurements The Company measures the fair value of financial assets and liabilities based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. The Company uses three levels of inputs that may be used to measure fair value: Level 1 Quoted prices in active markets for identical assets or liabilities. Level 2 Quoted prices for similar assets and liabilities in active markets or inputs that are observable. Level 3 Inputs that are unobservable (for example, cash flow modeling inputs based on assumptions). Transfer into and transfers out of the hierarchy levels are recognized as if they had taken place at the end of the reporting period. Income taxes The calculation of tax liabilities involves dealing with uncertainties in the application of complex tax regulations. The Company recognizes liabilities for anticipated tax audit issues based on the Company’s estimate of whether, and the extent to which, additional taxes will be due. If payment of these amounts ultimately proves to be unnecessary, the reversal of the liabilities would result in tax benefits being recognized in the period when the liabilities are no longer determined to be necessary. If the estimate of tax liabilities proves to be less than the ultimate assessment, a further charge to expense would result. Concentrations of credit risk |
Equity-Based Investments
Equity-Based Investments | 9 Months Ended |
Sep. 30, 2023 | |
Equity-Based Investments [Abstrcat] | |
Equity-based investments | 3. Equity-based investments The approximate combined financial position of the Company’s equity-based investments are summarized below as of September 30, 2023 and December 31, 2022: Condensed balance sheet information: September 30, December 31, (Unaudited) (Unaudited) Total assets $ 37,500,000 $ 37,500,000 Total liabilities $ 7,100,000 $ 7,100,000 Members’ equity $ 30,400,000 $ 30,400,000 |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2023 | |
Notes Payable [Abstract] | |
Notes Payable | 4. Notes Payable On July 14, 2021, the Company, issued a Real Estate Lien Note, in the principal amount of $2,000,000 (the “Short-Term Note”), secured by a Deed of Trust, dated July 14, 2021 (the “Deed of Trust”), on Lago Vista and a related Assignment of Leases and Rents, dated July 8, 2021 (“Assignment of Rents”), for net loan proceeds of approximately $1,945,234 after fees. The Short-Term Note has a term of one (1) year, provides for payments of interest only at a rate of twelve percent (12%) per annum and may be prepaid without penalty commencing nine The Company entered into a Second Real Estate Lien Note, in the principal amount of $500,000, with similar terms to the Short-Term Note (“Second Short-Term Note”). The Second Short-Term Note had a maturity date of January 14, 2023. During August 2022, in connection with the purchase of a property in Georgia, the Company entered into a promissory note in the amount of $148,300. This note has a term of one (1) year, provided for payments of interest only at a rate of nine and three quarters percent (9.75%) per annum. During August 2023, such note was extended for a one year period. During January 2023, the Short-Term Note and Second Short-Term Note were extended with a maturity date of February 1, 2024. On March 31, 2023, LV Peninsula Holding LLC (“LV Peninsula”), a Texas limited liability company and wholly owned subsidiary of SG DevCo, pursuant to a Loan Agreement, dated March 30, 2023 (the “Loan Agreement”), issued a promissory note, in the principal amount of $5,000,000 (the “LV Note”), secured by a Deed of Trust and Security Agreement, dated March 30, 2023 (the “Deed of Trust”) on the Lake Travis project site in Lago Vista, Texas, a related Assignment of Contract Rights, dated March 30, 2023 (“Assignment of Rights”), on the Company’s project site in Lago Vista, Texas and McLean site in Durant, Oklahoma and a Mortgage, dated March 30, 2023 (“Mortgage”), on the Company’s site in Durant, Oklahoma. The proceeds of the LV Note were used to pay off the Short-Term Note and Second Short-Term Note. The LV Note requires monthly installments of interest only, is due on April 1, 2024 and bears interest at the prime rate as published in the Wall Street Journal (currently 8.0%) plus five and 50/100 percent (5.50%), currently equaling 13.5%; provided that in no event will the interest rate be less than a floor rate of 13.5%. The LV Peninsula obligations under the LV Note have been guaranteed by SG DevCo pursuant to a Guaranty, dated March 30, 2023 (the “Guaranty”), and may be prepaid by LV Peninsula at any time without interest or penalty. The Company incurred $406,825 of debt issuance costs and remitted $675,000 in prepaid interest in connection with the LV Note. On June 23, 2023, the Company entered into a Loan Agreement (the “BCV Loan Agreement”) with a Luxembourg-based specialized investment fund, BCV S&G DevCorp (“BCV S&G”), for up to $2,000,000 in proceeds, under which it initially received $1,250,000. The Loan Agreement provides that the loan provided thereunder will bear interest at 14% per annum and mature on December 1, 2024. The loan may be repaid by the Company at any time following the twelve-month anniversary of its issue date. The loan is secured by 19.99% of the Company’s outstanding shares of common stock (the “Pledged Shares”), which were pledged pursuant to an escrow agreement (the “Escrow Agreement”) with the Company’s transfer agent. The fees associated with the issuance include $70,000 paid to BCV S&G for the creation of the BCV Loan Agreement and $27,500 payable to BCV S&G per annum for maintaining the BCV Loan Agreement. Additionally, $37,500 in broker fees was paid to Bridgeline Capital Partners S.A. on the principal amount raised of $1,250,000. As of September 30, 2023, the Company has paid $35,000 in debt issuance costs. The BCV Loan Agreement further provided that if SG DevCo’s shares of common stock are not listed on The Nasdaq Stock Market before August 30, 2023 or if following such listing the total market value of the Pledged Shares falls below twice the face value of the loan, the loan will be further secured by the Company’s St. Mary’s industrial site, consisting of 29.66 acres and a proposed manufacturing facility in St. Mary’s, Georgia (the “St. Mary’s Site”). On August 9, 2023, Parent and the Company entered into a Note Cancellation Agreement, effective as of July 1, 2023, pursuant to which Parent cancelled and forgave the remaining balance then due on that certain promissory note, dated December 19, 2021, made by the Company in favor of Parent in the original principal amount of $4,200,000. On August 16, 2023, the Company secured an additional $500,000 in bridge funding from BCV S&G under the BCV Loan Agreement. On August 25, 2023, SG DevCo and BCV S&G amended the BCV Loan Agreement (“Amendment No. 1”) to change the date upon which SG DevCo’s shares must be listed on The Nasdaq Stock Market from August 30, 2023 to September 15, 2023. According to Amendment No. 1, if SG DevCo’s shares of common stock are not listed on The Nasdaq Stock Market before September 15, 2023 or if following such listing the total market value of the Pledged Shares falls below twice the face value of the loan, the loan will be further secured by a security interest in the St. Mary’s Site. On September 11, 2023, SG DevCo and BCV S&G amended the BCV Loan Agreement (“Amendment No. 2”) to change the date upon which SG DevCo’s shares must be listed on The Nasdaq Stock Market from September 15, 2023 to September 30, 2023. According to Amendment No. 2, if SG DevCo’s shares of common stock are not listed on The Nasdaq Stock Market before September 30, 2023 or if following such listing the total market value of the Pledged Shares falls below twice the face value of the loan, the loan will be further secured by a security interest in the St. Mary’s Site. Following the listing, the total market value of the Pledged Shares has fallen below twice the face value of the loan and SG DevCo and BCV S&G are in discussions regarding alternatives. For the three and nine months ended September 30, 2023, the Company recognized amortization of debt issuance costs of $208,412 and $308,412, respectively. As of September 30, 2023, the unamortized debt issuance costs amounted to $233,412. |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 2023 | |
Net Loss Per Share [Abstract] | |
Net Loss Per Share | 5. Net Loss Per Share Basic net loss per share is computed by dividing the net loss for the period by the weighted average number of common shares outstanding during the period. Diluted net loss per share is computed by dividing the net loss for the period by the weighted average number of common and potentially dilutive common shares outstanding during the period. Potentially dilutive common shares consist of the common shares issuable upon the exercise of stock options and warrants. Potentially dilutive common shares are excluded from the calculation if their effect is antidilutive. At September 30, 2023 and December 31, 2022, there were no securities outstanding that could potentially dilute future net loss per share. |
Stockholder's Equity
Stockholder's Equity | 9 Months Ended |
Sep. 30, 2023 | |
Stockholders' Equity Note [Abstract] | |
Stockholder's Equity | 6. Stockholder’s Equity As of September 30, 2023, the Company has 10,000,000 shares of common stock authorized, issued and outstanding which were issued to the Parent and initial shareholders of the Parent. On September 27, 2023, Parent effected a pro rata distribution to Safe & Green Holdings Corp.’s stockholders of approximately 30% of the then outstanding shares of their common stock (“Distribution”). In connection with the Distribution, each Parent stockholder received 0.930886 shares of our common stock for every five |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 7. Related Party Transactions As of September 30, 2023 and December 31, 2022, $200,000 and $4,200,000, respectively, is due to Parent. This amount was advanced to the Company, is non-interest bearing and is due on demand. Included in this amount, are payroll and general and administrative expenses which have been paid by the Parent and allocated to the Company. The Parent has allocated these costs based upon the estimated efforts which benefit the Company. For the year ended December 31, 2022, the Parent allocated $1,690,377 to the Company, with $207,523 included in project development costs. During 2023, the Company and Parent entered into an agreement whereas the Parent will perform certain services for the Company. For the nine months ended September 30, 2023, the Parent allocated $120,000 to the Company. For the three months ended September 30, 2023, the Parent allocated $60,000 to the Company. On August 9, 2023, Parent and the Company entered into a Note Cancellation Agreement, effective as of July 1, 2023, pursuant to which Parent cancelled and forgave the remaining balance then due on that certain promissory note, dated December 19, 2021, made by the Company in favor of Parent in the original principal amount of $4,200,000. As such, $4,000,000 was recorded as additional paid in capital during 2023. In addition, as of September 30, 2023, $1,876,298 is due from Parent for advances made by the Company. The Company intends to formalize the amount due into a promissory note. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | 8. Commitments and Contingencies At times the Company is subject to certain claims and lawsuits arising in the normal course of business. The Company assesses liabilities and contingencies in connection with outstanding legal proceedings utilizing the latest information available. Where it is probable that the Company will incur a loss and the amount of the loss can be reasonably estimated, the Company records a liability in its financial statements. These legal accruals may be increased or decreased to reflect any relevant developments on a quarterly basis. Where a loss is not probable or the amount of the loss is not estimable, the Company does not record an accrual, consistent with applicable accounting guidance. Based on information currently available, advice of counsel, and available insurance coverage, the Company believes that any legal proceedings will not have a material adverse effect on the financial condition. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation |
Recently adopted accounting pronouncements | Recently adopted accounting pronouncements |
Accounting estimates | Accounting estimates |
Investment Entities | Investment Entities On June 24, 2021, the Company entered into an operating agreement with Jacoby Development for a 10% non-dilutable equity interest for JDI-Cumberland Inlet, LLC (“Cumberland”). The Company contributed $3,000,000 for its 10% equity interest. During the nine months ended September 30, 2023, the Company contributed an additional $25,000. The purpose of Cumberland is to develop a waterfront parcel in a mixed-use destination community. The Company has determined it is not the primary beneficiary of Cumberland and thus will not consolidate the activities in its financial statements. The Company will use the equity method to report the activities as an Investment in its financial statements. During the nine months ended September 30, 2023 and year ended December 31 ,2022, Norman Berry and Cumberland did not have any material earnings or losses as the investments are in development. In addition, management believes there was no impairment as of September 30, 2023 or December 31, 2022. |
Cash and cash equivalents | Cash and cash equivalents |
Property, plant and equipment | Property, plant and equipment On May 10, 2021 the Company acquired a 50+ acre Lake Travis project site in Lago Vista, Texas (“Lago Vista”) for $3,576,130, which is recorded in assets held for sale on the accompanying balance sheets. During February 2022 and September 2022, the Company acquired properties in Oklahoma and Georgia for $893,785 (including additions) and $296,870, respectively, which is recorded as land on the accompanying balance sheets. The Company acquired $3,805 worth of computers and software, and recorded depreciation of $75 during the three and nine months ended September 30, 2023. |
Intangible assets | Intangible assets |
Project Development Costs | Project Development Costs |
Assets Held For Sale | Assets Held For Sale |
Fair value measurements | Fair value measurements The Company measures the fair value of financial assets and liabilities based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. The Company uses three levels of inputs that may be used to measure fair value: Level 1 Quoted prices in active markets for identical assets or liabilities. Level 2 Quoted prices for similar assets and liabilities in active markets or inputs that are observable. Level 3 Inputs that are unobservable (for example, cash flow modeling inputs based on assumptions). Transfer into and transfers out of the hierarchy levels are recognized as if they had taken place at the end of the reporting period. |
Income taxes | Income taxes The calculation of tax liabilities involves dealing with uncertainties in the application of complex tax regulations. The Company recognizes liabilities for anticipated tax audit issues based on the Company’s estimate of whether, and the extent to which, additional taxes will be due. If payment of these amounts ultimately proves to be unnecessary, the reversal of the liabilities would result in tax benefits being recognized in the period when the liabilities are no longer determined to be necessary. If the estimate of tax liabilities proves to be less than the ultimate assessment, a further charge to expense would result. |
Concentrations of credit risk | Concentrations of credit risk |
Equity-Based Investments (Table
Equity-Based Investments (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Equity-Based Investments [Abstrcat] | |
Schedule of Equity-Based Investments | The approximate combined financial position of the Company’s equity-based investments are summarized below as of September 30, 2023 and December 31, 2022: Condensed balance sheet information: September 30, December 31, (Unaudited) (Unaudited) Total assets $ 37,500,000 $ 37,500,000 Total liabilities $ 7,100,000 $ 7,100,000 Members’ equity $ 30,400,000 $ 30,400,000 |
Description of Business (Detail
Description of Business (Details) - USD ($) | Sep. 27, 2023 | Mar. 31, 2023 | Sep. 08, 2023 | Dec. 31, 2022 |
Description of Business (Details) [Line Items] | ||||
Financing amount (in Dollars) | $ 1,750,000 | |||
Aggregate amount (in Dollars) | $ 2,500,000 | |||
Parent stockholder received (in Dollars per share) | $ 0.930886 | |||
Common stock, shares parent (in Shares) | 5 | |||
SG DevCo [Member] | ||||
Description of Business (Details) [Line Items] | ||||
Percentage of outstanding securities | 30% | 70% | 100% |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
May 10, 2021 USD ($) a | Sep. 30, 2023 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | Feb. 28, 2022 USD ($) | Jun. 24, 2021 USD ($) | |
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||
Description of company agreed to contribute | the Company agreed to contribute $600,000 to acquire a 50% membership interest in Norman Berry II Owner LLC (“Norman Berry”). The Company contributed $350,329 and $114,433 of the initial $600,000 in the second quarter and third quarter of 2021 respectively, with the remaining $135,183 funded in the fourth quarter of 2021. | ||||||
Company contributed amount | $ 3,000,000 | ||||||
Equity interest percentage | 10% | ||||||
Company contributed additional amount | $ 25,000 | $ 25,000 | |||||
Cash and cash equivalents on hand | 33,365 | 33,365 | $ 720 | ||||
Transfer of land to assets held for sale | $ 3,576,130 | ||||||
Worth of computers and software | 3,805 | 3,805 | |||||
Depreciation | 75 | 75 | |||||
Intangible assets | 22,210 | $ 22,210 | |||||
Amortized over | 5 years | ||||||
Project development costs | $ 824,231 | 820,696 | |||||
Assets held for sale | $ 4,400,361 | 4,400,361 | $ 4,396,826 | ||||
Lago Vista [Member] | |||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||
Acre Lake Travis project site (in Acres) | a | 50 | ||||||
Transfer of land to assets held for sale | $ 3,576,130 | ||||||
Project development costs | $ 824,231 | ||||||
Oklahoma and Georgia [Member] | |||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||
Company acquired properties | 893,785 | $ 893,785 | |||||
Land | $ 296,870 | $ 296,870 | |||||
JDI-Cumberland Inlet, LLC [Member] | |||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||
Non-dilutable equity interest | 10% |
Equity-Based Investments (Detai
Equity-Based Investments (Details) - Schedule of Equity-Based Investments - Balance sheet [Member] - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Schedule of Equity Method Investments [Line Items] | ||
Total assets | $ 37,500,000 | $ 37,500,000 |
Total liabilities | 7,100,000 | 7,100,000 |
Members’ equity | $ 30,400,000 | $ 30,400,000 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Aug. 09, 2023 | Mar. 31, 2023 | Aug. 31, 2022 | Jul. 14, 2021 | Jun. 23, 2023 | Sep. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | Aug. 16, 2023 | |
Debt Instrument [Line Items] | |||||||||
Principal amount | $ 4,200,000 | $ 2,000,000 | $ 1,250,000 | ||||||
Net loan proceeds | $ 1,945,234 | ||||||||
Interest rate | 9.75% | 12% | 14% | ||||||
Terms of prepaid | 9 months | ||||||||
Percentage of prepayment penalty | 0.50% | ||||||||
Capitalized interest charge | $ 20,000 | ||||||||
Debt issuance costs | $ 35,000 | $ 35,000 | $ 4,134 | ||||||
Promissory note | $ 148,300 | ||||||||
Equaling percentage | 13.50% | ||||||||
Prepaid interest | 675,000 | $ 675,000 | |||||||
Proceeds loan amount | $ 2,000,000 | ||||||||
Received amount | $ 1,250,000 | ||||||||
Percentage of secured loan | 19.99% | ||||||||
Paid amount | $ 70,000 | ||||||||
Payable amount | 27,500 | ||||||||
Additionally amount | $ 37,500 | ||||||||
Secured additional amount | $ 500,000 | ||||||||
Amortization of debt issuance costs | 208,412 | 308,412 | |||||||
Unamortized debt issuance costs | $ 233,412 | $ 233,412 | |||||||
Minimum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate | 50% | ||||||||
Maximum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate | 100% | ||||||||
Interest rate | 13.50% | ||||||||
Second Real Estate Lien Note [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Principal amount | $ 500,000 | ||||||||
Maturity date | Jan. 14, 2023 | ||||||||
Second Real Estate Lien Note [Member] | JUly 14 2021 [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Term of note | 1 year | ||||||||
Lago Vista [Member] | July 14 2022 [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Maturity date | Jan. 14, 2023 | ||||||||
Promissory Note [Member] | August 2023 [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Term of note | 1 year | ||||||||
LV Note [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Percentage of notes | 5.50% | 5.50% | |||||||
Short-Term Note [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Terms of prepaid | 9 years | ||||||||
LV Peninsula [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate | 8% | ||||||||
Loan Agreement [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Principal amount | $ 5,000,000 | ||||||||
LV Peninsula [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt issuance costs | $ 406,825 | $ 406,825 |
Stockholder's Equity (Details)
Stockholder's Equity (Details) - $ / shares | Sep. 27, 2023 | Sep. 30, 2023 | Dec. 31, 2022 |
Class of Stock [Line Items] | |||
Common stock, shares authorized | 50,000,000 | 1,000 | |
Common stock, shares issued | 10,000,000 | 1,000 | |
Common stock, shares outstanding | 10,000,000 | 1,000 | |
Price per share (in Dollars per share) | $ 0.930886 | ||
Common stock held term | 5 years | ||
Issued and outstanding securities percentage | 70% | ||
Parent Company [Member] | |||
Class of Stock [Line Items] | |||
Common stock, shares authorized | 10,000,000 | ||
Common stock, shares issued | 10,000,000 | ||
Common stock, shares outstanding | 10,000,000 | ||
SG Holdings [Member] | |||
Class of Stock [Line Items] | |||
Percentage of outstanding shares | 30% |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Aug. 09, 2023 | Dec. 31, 2022 | Dec. 19, 2021 | Sep. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | |
Related Party Transaction [Line Items] | ||||||
Due to affiliates | $ 4,200,000 | $ 200,000 | $ 200,000 | |||
Parent allocated | 1,690,377 | $ 60,000 | 120,000 | |||
Development costs | $ 207,523 | |||||
Principal amount | $ 4,200,000 | |||||
Additional paid | $ 4,000,000 | 959,384 | $ 2,120,596 | |||
Amount due from parent | $ 1,876,298 |