Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 09, 2023 | |
Document Information [Line Items] | ||
Entity Registrant Name | MANUFACTURED HOUSING PROPERTIES INC. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 12,493,012 | |
Amendment Flag | false | |
Entity Central Index Key | 0001277998 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 000-51229 | |
Entity Incorporation, State or Country Code | NV | |
Entity Tax Identification Number | 51-0482104 | |
Entity Address, Address Line One | 136 Main Street | |
Entity Address, City or Town | Pineville | |
Entity Address, State or Province | NC | |
Entity Address, Postal Zip Code | 28134 | |
City Area Code | (908) | |
Local Phone Number | 273-1702 | |
Entity Interactive Data Current | Yes |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Investment Property | ||
Land | $ 37,403,653 | $ 30,263,687 |
Site and Land Improvements | 49,267,021 | 44,035,649 |
Buildings and Improvements | 31,005,616 | 23,229,657 |
Construction in Process | 1,726,093 | 2,541,376 |
Total Investment Property | 119,402,383 | 100,070,369 |
Accumulated Depreciation | (10,416,912) | (8,225,976) |
Net Investment Property | 108,985,471 | 91,844,393 |
Cash and Cash Equivalents | 1,745,129 | 5,090,369 |
Restricted Cash | 5,374,687 | 5,315,246 |
Accounts Receivable | 326,109 | 368,081 |
Other Assets | 1,377,189 | 975,064 |
TOTAL ASSETS | 117,808,585 | 103,593,153 |
Liabilities | ||
Accounts Payable | 732,614 | 755,124 |
Notes Payable, net of $3,873,258 and $3,666,214 debt discount, respectively | 86,758,070 | 75,883,866 |
Lines of Credit - Variable Interest Entities, net of $199,737 and $160,372 debt discount, respectively | 7,498,868 | 6,208,947 |
Lines of Credit – Related Party | 2,000,000 | 2,000,000 |
Accrued Liabilities including amounts due to related parties of $1,305,833 and $1,154,166, respectively | 2,825,777 | 2,054,438 |
Tenant Security Deposits | 957,714 | 879,676 |
Series C Redeemable Preferred Stock, par value $0.01 per share; 47,000 shares authorized; 27,089 and 21,584 shares issued and outstanding and redemption value $27,088,919 and $21,584,002 as of June 30, 2023 and December 31, 2022, respectively | 25,488,375 | 20,177,187 |
Total Liabilities | 126,261,418 | 107,959,238 |
Commitments and Contingencies (See note 6) | ||
Series A Cumulative Redeemable Convertible Preferred Stock, par value $0.01 per share; 4,000,000 shares authorized; 1,826,000 shares issued and outstanding and redemption value $6,847,500 as of June 30, 2023 and December 31, 2022 | 6,336,166 | 6,107,916 |
Series B Cumulative Redeemable Preferred Stock, par value $0.01 per share; 1,000,000 shares authorized; 747,951 shares issued and outstanding and redemption value $11,219,265 as of June 30, 2023 and December 31, 2022 | 9,485,426 | 9,122,218 |
Series D Cumulative Redeemable Preferred Stock, par value $0.01 per share; 75,000 shares authorized; 738 and 0 shares issued and outstanding and redemption value $737,942 and $0 as of June 30, 2023 and December 31, 2022, respectively | 654,666 | |
Deficit | ||
Common Stock, par value $0.01 per share; 200,000,000 shares authorized; 12,493,012 shares are issued and outstanding as of June 30, 2023 and December 31, 2022 | 124,930 | 124,930 |
Additional Paid in Capital | (6,277,812) | (5,428,984) |
Accumulated Deficit | (16,499,783) | (12,521,376) |
Total Manufactured Housing Properties Inc. Deficit | (22,652,665) | (17,825,430) |
Non-controlling interest in Variable Interest Entities | (2,276,426) | (1,770,789) |
Total Deficit | (24,929,091) | (19,596,219) |
TOTAL LIABILITIES AND DEFICIT | $ 117,808,585 | $ 103,593,153 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Notes Payable, net (in Dollars) | $ 3,873,258 | $ 3,666,214 |
Variable Interest Entity, net (in Dollars) | 199,737 | 160,372 |
Accrued Liabilities (in Dollars) | $ 1,305,833 | $ 1,154,166 |
Common stock, par value (in Dollars per share) | $ 0.01 | $ 0.01 |
Common stock, authorized | 200,000,000 | 200,000,000 |
Common stock, issued | 12,493,012 | 12,493,012 |
Common stock, outstanding | 12,493,012 | 12,493,012 |
Series C Redeemable Preferred Stock | ||
Redeemable Preferred Stock par value (in Dollars per share) | $ 0.01 | $ 0.01 |
Redeemable Preferred Stock authorized | 47,000 | 47,000 |
Redeemable Preferred Stock issued | 27,089 | 21,584 |
Redeemable Preferred Stock outstanding | 27,089 | 21,584 |
Redeemable preferred stock, redemption value (in Dollars) | $ 27,088,919 | $ 21,584,002 |
Series A Cumulative Redeemable Convertible Preferred Stock | ||
Preferred stock, par value (in Dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, authorized | 4,000,000 | 4,000,000 |
Preferred stock, issued | 1,826,000 | 1,826,000 |
Preferred stock, outstanding | 1,826,000 | 1,826,000 |
Preferred stock, redemption value (in Dollars) | $ 6,847,500 | $ 6,847,500 |
Series B Cumulative Redeemable Preferred Stock | ||
Preferred stock, par value (in Dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, authorized | 1,000,000 | 1,000,000 |
Preferred stock, issued | 747,951 | 747,951 |
Preferred stock, outstanding | 747,951 | 747,951 |
Preferred stock, redemption value (in Dollars) | $ 11,219,265 | $ 11,219,265 |
Series D Cumulative Redeemable Preferred Stock | ||
Preferred stock, par value (in Dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, authorized | 75,000 | 75,000 |
Preferred stock, issued | 738 | 0 |
Preferred stock, outstanding | 738 | 0 |
Preferred stock, redemption value (in Dollars) | $ 737,942 | $ 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Revenue | ||||
Rental and related income | $ 4,224,714 | $ 3,283,777 | $ 8,369,903 | $ 6,323,799 |
Gross Revenues from Home Sales | 198,800 | 87,594 | 311,100 | 102,594 |
Total revenues | 4,423,514 | 3,371,371 | 8,681,003 | 6,426,393 |
Community operating expenses | ||||
Repair and maintenance | 348,117 | 327,265 | 623,646 | 515,819 |
Real estate taxes | 210,862 | 217,093 | 412,495 | 397,922 |
Utilities | 278,954 | 239,985 | 585,366 | 475,880 |
Insurance | 119,367 | 78,999 | 223,426 | 139,297 |
General and administrative expense | 686,547 | 405,044 | 1,394,715 | 781,240 |
Total community operating expenses | 1,643,847 | 1,268,386 | 3,239,648 | 2,310,158 |
Corporate payroll and overhead | 1,484,216 | 1,254,918 | 3,055,670 | 2,163,996 |
Depreciation expense | 1,178,089 | 818,975 | 2,201,104 | 1,578,679 |
Interest expense | 2,292,869 | 1,235,048 | 4,346,324 | 2,336,741 |
Refinancing costs | 15,751 | 15,751 | ||
Cost of home sales | 131,495 | 122,269 | 262,301 | 154,734 |
Total expenses | 6,730,516 | 4,715,347 | 13,105,047 | 8,560,059 |
Net loss before provision for income taxes | (2,307,002) | (1,343,976) | (4,424,044) | (2,133,666) |
Provision for income taxes | ||||
Net loss | (2,307,002) | (1,343,976) | (4,424,044) | (2,133,666) |
Net loss attributable to non-controlling interest variable interest entities | (263,783) | (250,915) | (446,249) | (410,485) |
Net loss attributable to Manufactured Housing Properties, Inc. | (2,043,219) | (1,093,061) | (3,977,795) | (1,723,181) |
Preferred stock dividends and put option value accretion | ||||
Series A preferred dividends | 91,300 | 94,300 | 182,933 | 188,600 |
Series A preferred put option value accretion | 114,125 | 117,875 | 228,250 | 235,746 |
Series B preferred dividends | 149,665 | 151,785 | 299,330 | 303,570 |
Series B preferred put option value accretion | 181,604 | 184,254 | 363,208 | 368,508 |
Series D Preferred Dividends | 1,132 | 1,132 | ||
Series D preferred put option value accretion | 307 | 307 | ||
Total preferred stock dividends and put option value accretion | 538,133 | 548,214 | 1,075,160 | 1,096,424 |
Net loss attributable to common stockholders | $ (2,581,352) | $ (1,641,275) | $ (5,052,955) | $ (2,819,605) |
Weighted average shares - basic (in Shares) | 12,916,854 | 12,835,977 | 12,916,854 | 12,833,928 |
Weighted average shares - fully diluted (in Shares) | 12,916,854 | 12,835,977 | 12,916,854 | 12,833,928 |
Net loss per share - basic (in Dollars per share) | $ (0.2) | $ (0.13) | $ (0.39) | $ (0.22) |
Net loss per share - fully diluted (in Dollars per share) | $ (0.2) | $ (0.13) | $ (0.39) | $ (0.22) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Deficit Equity (Unaudited) - USD ($) | Total | COMMON STOCK | ADDITIONAL PAID IN CAPITAL | ACCUMULATED DEFICIT | TOTAL MANUFACTURED HOUSING PROPERTIES INC. | NON CONTROLLING INTEREST |
Balance at Dec. 31, 2021 | $ (8,686,725) | $ 124,037 | $ (3,160,712) | $ (4,672,537) | $ (7,709,212) | $ (977,513) |
Balance (in Shares) at Dec. 31, 2021 | 12,403,680 | |||||
Stock option expense | 49,760 | 49,760 | 49,760 | |||
Preferred shares Series A dividends | (94,300) | (94,300) | (94,300) | |||
Preferred shares Series A put option value accretion | (117,871) | (117,871) | (117,871) | |||
Preferred shares Series B dividends | (151,875) | (151,785) | (151,875) | |||
Preferred shares Series B put option value accretion | (184,254) | (184,254) | (184,254) | |||
Distributions from VIE | (30,000) | (30,000) | ||||
Net Loss | (789,690) | (630,120) | (630,120) | (159,570) | ||
Balance at Mar. 31, 2022 | (10,004,865) | $ 124,037 | (3,659,162) | (5,302,657) | (8,837,782) | (1,167,083) |
Balance (in Shares) at Mar. 31, 2022 | 12,403,680 | |||||
Balance at Dec. 31, 2021 | (8,686,725) | $ 124,037 | (3,160,712) | (4,672,537) | (7,709,212) | (977,513) |
Balance (in Shares) at Dec. 31, 2021 | 12,403,680 | |||||
Net Loss | (2,133,666) | |||||
Balance at Jun. 30, 2022 | (11,898,910) | $ 124,120 | (4,179,314) | (6,395,718) | (10,450,912) | (1,447,998) |
Balance (in Shares) at Jun. 30, 2022 | 12,412,013 | |||||
Balance at Mar. 31, 2022 | (10,004,865) | $ 124,037 | (3,659,162) | (5,302,657) | (8,837,782) | (1,167,083) |
Balance (in Shares) at Mar. 31, 2022 | 12,403,680 | |||||
Stock option expense | 28,062 | 28,062 | 28,062 | |||
Common Stock issuance exercise stock options | 83 | $ 83 | 83 | |||
Common Stock issuance exercise stock options, (in Shares) | 8,333 | |||||
Preferred shares Series A dividends | (94,300) | (94,300) | (94,300) | |||
Preferred shares Series A put option value accretion | (117,875) | (117,875) | (117,875) | |||
Preferred shares Series B dividends | (151,785) | (151,785) | (151,785) | |||
Preferred shares Series B put option value accretion | (184,254) | (184,254) | (184,254) | |||
Distributions from VIE | (30,000) | (30,000) | ||||
Net Loss | (1,343,976) | (1,093,061) | (1,093,061) | (250,915) | ||
Balance at Jun. 30, 2022 | (11,898,910) | $ 124,120 | (4,179,314) | (6,395,718) | (10,450,912) | (1,447,998) |
Balance (in Shares) at Jun. 30, 2022 | 12,412,013 | |||||
Balance at Dec. 31, 2022 | (19,596,219) | $ 124,930 | (5,428,985) | (12,521,376) | (17,825,430) | (1,770,789) |
Balance (in Shares) at Dec. 31, 2022 | 12,493,012 | |||||
Stock option expense | 109,974 | 109,975 | 109,974 | |||
Preferred shares Series A dividends | (91,633) | (91,633) | (91,633) | |||
Preferred shares Series A put option value accretion | (114,125) | (114,125) | (114,125) | |||
Preferred shares Series B dividends | (149,665) | (149,665) | (149,665) | |||
Preferred shares Series B put option value accretion | (181,604) | (181,604) | (181,604) | |||
Distributions from VIE | (30,000) | (612) | (612) | (29,388) | ||
Net Loss | (2,117,042) | (1,934,576) | (1,934,576) | (182,466) | ||
Balance at Mar. 31, 2023 | (22,170,314) | $ 124,930 | (5,856,037) | (14,456,564) | (20,187,671) | (1,982,643) |
Balance (in Shares) at Mar. 31, 2023 | 12,493,012 | |||||
Balance at Dec. 31, 2022 | $ (19,596,219) | $ 124,930 | (5,428,985) | (12,521,376) | (17,825,430) | (1,770,789) |
Balance (in Shares) at Dec. 31, 2022 | 12,493,012 | |||||
Common Stock issuance exercise stock options, (in Shares) | 0 | |||||
Net Loss | $ (4,424,044) | |||||
Balance at Jun. 30, 2023 | (24,929,091) | $ 124,930 | (6,277,812) | (16,499,783) | (22,652,665) | (2,276,426) |
Balance (in Shares) at Jun. 30, 2023 | 12,493,012 | |||||
Balance at Mar. 31, 2023 | (22,170,314) | $ 124,930 | (5,856,037) | (14,456,564) | (20,187,671) | (1,982,643) |
Balance (in Shares) at Mar. 31, 2023 | 12,493,012 | |||||
Stock option expense | 116,358 | 116,358 | 116,358 | |||
Preferred shares Series A dividends | (91,300) | (91,300) | (91,300) | |||
Preferred shares Series A put option value accretion | (114,125) | (114,125) | (114,125) | |||
Preferred shares Series B dividends | (149,665) | (149,665) | (149,665) | |||
Preferred shares Series B put option value accretion | (181,604) | (181,604) | (181,604) | |||
Preferred shares Series D dividends | (1,132) | (1,132) | (1,132) | |||
Preferred shares Series D put option value accretion | (307) | (307) | (307) | |||
Distributions from VIE | (30,000) | (30,000) | ||||
Net Loss | (2,307,002) | (2,043,219) | (2,043,219) | (263,783) | ||
Balance at Jun. 30, 2023 | $ (24,929,091) | $ 124,930 | $ (6,277,812) | $ (16,499,783) | $ (22,652,665) | $ (2,276,426) |
Balance (in Shares) at Jun. 30, 2023 | 12,493,012 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash Flows from Operating Activities: | ||
Net Loss | $ (4,424,044) | $ (2,133,666) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Stock option expense | 226,333 | 77,822 |
Amortization of debt discount | 659,703 | 306,230 |
Write off debt issuance costs recorded as debt discount | 15,751 | |
Write off acquisition and development pursuit costs | 60,759 | |
(Gain) Loss on Home Sales | (48,799) | 52,140 |
Depreciation | 2,201,104 | 1,578,679 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 41,972 | (111,329) |
Other assets | 211,658 | 316,864 |
Accounts payable | (22,510) | 202,116 |
Tenant security deposits | 78,038 | 105,085 |
Accrued liabilities | 771,343 | (444,026) |
Net Cash (Used in) Provided by Operating Activities | (305,202) | 26,425 |
Cash Flows from Investing Activities: | ||
Capital improvements | (1,585,169) | (1,507,382) |
Proceeds from sales of homes | 311,100 | 102,594 |
Purchases of investment properties | (6,528,479) | (3,697,135) |
Purchase of intangible assets | (613,783) | |
Payment of pursuit costs | (113,964) | |
Payment of acquisition costs | (161,716) | (296,170) |
Net Cash Used in Investing Activities | (8,578,047) | (5,512,057) |
Cash Flows from Financing Activities: | ||
Proceeds from line of credit – related party | 4,700,000 | |
Repayment of note payable - VIEs | (850,000) | |
Proceeds from notes payable | 1,875,000 | |
Repayment of notes payable | (28,753) | (1,916,434) |
Proceeds from lines of credit - VIEs | 1,353,000 | 596,563 |
Repayment of lines of credit - VIEs | (242,831) | (682,646) |
Proceeds from exercise of options | 83 | |
Proceeds from issuance of preferred stock | 6,285,525 | 6,297,617 |
Payment of debt costs and Series C Preferred Stock costs recorded as debt discount | (1,099,846) | (1,263,667) |
Redemption of Preferred Stock | (126,250) | |
Fees paid in advance for debt | (1,761,363) | |
Series A, Series B and Series D Preferred share dividends | (483,395) | (485,570) |
Distributions from VIE | (60,000) | (60,000) |
Net Cash Provided by Financing Activities | 5,597,450 | 6,449,583 |
Net change in cash, cash equivalents and restricted cash | (3,285,799) | 963,951 |
Cash, cash equivalents and restricted cash at beginning of the period | 10,405,615 | 2,106,329 |
Cash, cash equivalents and restricted cash at end of the period | 7,119,816 | 3,070,280 |
End of period | ||
Cash and cash equivalents | 1,745,129 | 2,260,000 |
Restricted cash | 5,374,687 | 810,280 |
Total | 7,119,816 | 3,070,280 |
Beginning of period | ||
Cash and cash equivalents | 5,090,369 | 1,401,134 |
Restricted cash | 5,315,246 | 705,195 |
Total | 10,405,615 | 2,106,329 |
Cash paid for: | ||
Income Taxes | ||
Interest | 2,519,320 | 1,448,072 |
Series C Preferred share dividends included in interest expense | 815,321 | 275,137 |
Non-Cash Investing and Financing Activities | ||
Notes and lines of credit related to acquisitions and capital improvements | 11,329,120 | 5,875,735 |
Non-cash Series A, B and D Preferred Stock accretion | $ 591,765 | $ 604,254 |
Summary of Significant Accounti
Summary of Significant Accounting Policies and Organization | 6 Months Ended |
Jun. 30, 2023 | |
Variable Interest Entities [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION | NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION Organization Manufactured Housing Properties Inc. (the “Company”) is a Nevada corporation whose principal activities are to acquire, own, and operate manufactured housing communities. Basis of Presentation The Company prepares its unaudited condensed financial statements under the accrual basis of accounting, in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with GAAP for interim financial information and with the instructions to Form 10-Q of Regulation S-X. They do not include all information and footnotes required by GAAP for complete financial statements. The December 31, 2022 condensed consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by GAAP. However, except as disclosed herein, there has been no material change in the information disclosed in the notes to the consolidated financial statements for the year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on March 29, 2023. The interim unaudited condensed consolidated financial statements should be read in conjunction with those consolidated financial statements included in the Form 10-K. In the opinion of management, all adjustments considered necessary for a fair statement of the financial statements, consisting solely of normal recurring adjustments, have been made. Operating results for the six months ended June 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. Principles of Consolidation The unaudited condensed consolidated financial statements include the accounts of the Company, entities controlled by the Company through its direct or indirect ownership of a majority interest, and any other entities in which the Company has a controlling financial interest. The Company consolidates variable interest entities (“VIEs”) where the Company is the primary beneficiary. The primary beneficiary of a VIE is the party that has both the power to direct the activities that most significantly impact the VIE’s economic performance, and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. The Company’s formation of all subsidiaries and VIEs’ date of consolidation are as follows: Name of Subsidiary State of Formation Date of Formation Ownership Pecan Grove MHP LLC North Carolina October 12, 2016 100 % Azalea MHP LLC North Carolina October 25, 2017 100 % Holly Faye MHP LLC North Carolina October 25, 2017 100 % Chatham Pines MHP LLC North Carolina October 31, 2017 100 % Maple Hills MHP LLC North Carolina October 31, 2017 100 % Lakeview MHP LLC South Carolina November 1, 2017 100 % MHP Pursuits LLC North Carolina January 31, 2019 100 % Mobile Home Rentals LLC North Carolina September 30, 2016 100 % Hunt Club MHP LLC South Carolina March 8, 2019 100 % B&D MHP LLC South Carolina April 4, 2019 100 % Crestview MHP LLC North Carolina June 28, 2019 100 % Springlake MHP LLC Georgia October 10, 2019 100 % ARC MHP LLC South Carolina November 13, 2019 100 % Countryside MHP LLC South Carolina March 12, 2020 100 % Evergreen MHP LLC Tennessee March 17, 2020 100 % Golden Isles MHP LLC Georgia March 16, 2021 100 % Anderson MHP LLC South Carolina June 2, 2021 100 % Capital View MHP LLC South Carolina August 6, 2021 100 % Hidden Oaks MHP LLC South Carolina August 6, 2021 100 % North Raleigh MHP LLC North Carolina September 16, 2021 100 % Carolinas 4 MHP LLC North Carolina November 30, 2021 100 % Charlotte 3 Park MHP LLC North Carolina December 10, 2021 100 % Sunnyland MHP LLC Georgia January 7, 2022 100 % Warrenville MHP LLC South Carolina February 15, 2022 100 % Solid Rock MHP LLC South Carolina June 6, 2022 100 % Spaulding MHP LLC Georgia June 10, 2022 100 % Raeford MHP Development LLC North Carolina June 20, 2022 100 % Solid Rock MHP Homes LLC South Carolina June 22, 2022 100 % Country Estates MHP LLC (1) North Carolina July 6, 2022 100 % Statesville MHP LLC North Carolina July 6, 2022 100 % Timberview MHP LLC North Carolina July 7, 2022 100 % Red Fox MHP LLC North Carolina July 7, 2022 100 % Northview MHP LLC North Carolina July 8, 2022 100 % Meadowbrook MHP LLC South Carolina July 25, 2022 100 % Sunnyland 2 MHP LLC Georgia July 27, 2022 100 % Dalton 3 MHP LLC (1) Georgia August 8, 2022 100 % MHP Home Holdings LLC North Carolina August 17, 2022 100 % Glynn Acres MHP LLC Georgia September 9, 2022 100 % Wake Forest 2 MHP LLC North Carolina October 27, 2022 100 % Country Aire MHP LLC South Carolina December 1, 2022 100 % Mobile Cottage MHP LLC North Carolina December 7, 2022 100 % Merritt Place MHP LLC Georgia December 6, 2022 100 % MHR Home Development LLC Delaware January 19, 2023 100 % Palm Shadows LLC Texas April 12, 2023 100 % Gvest Finance LLC North Carolina December 11, 2018 VIE Gvest Homes I LLC Delaware November 9, 2020 VIE Brainerd Place LLC Delaware February 24, 2021 VIE Bull Creek LLC Delaware April 13, 2021 VIE Gvest Anderson Homes LLC Delaware June 22, 2021 VIE Gvest Capital View Homes LLC Delaware August 6, 2021 VIE Gvest Hidden Oaks Homes LLC Delaware August 6, 2021 VIE Gvest Springlake Homes LLC Delaware September 24, 2021 VIE Gvest Carolinas 4 Homes LLC Delaware November 13, 2021 VIE Gvest Sunnyland Homes LLC Delaware January 6, 2022 VIE Gvest Warrenville Homes LLC Delaware February 14, 2022 VIE Gvest Wake Forest 2 Homes LLC North Carolina October 27, 2022 VIE (1) During the six months ended June 30, 2023, there was no activity in Country Estates MHP LLC and Dalton 3 MHP LLC. All intercompany transactions and balances have been eliminated in consolidation. The Company does not have a majority or minority interest in any other company, either consolidated or unconsolidated. Revenue Recognition Rental and related income is generated from lease agreements for our manufactured housing sites and homes. The lease component of these agreements is accounted for under Topic 842 of the Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, for leases. Under ASC 842, the Company must assess on an individual lease basis whether it is probable that we will collect the future lease payments. The Company considers the tenant’s payment history and current credit status when assessing collectability. When collectability is not deemed probable, the Company will write-off the tenant’s receivables, including straight-line rent receivable, and limit lease income to cash received. The Company’s revenues primarily consist of rental revenues and other rental related fee income. The Company has the following revenue sources and revenue recognition policies: • Rental revenues include revenues from the leasing of land lot or a combination of both, the mobile home and land at our properties to tenants. • Revenues from the leasing of land lot or a combination of both, the mobile home and land at the Company’s properties to tenants include (i) lease components, including land lot or a combination of both, the mobile home and land, and (ii) reimbursement of utilities and account for the components as a single lease component in accordance with ASC 842. • Revenues derived from fixed lease payments are recognized on a straight-line basis over the non-cancelable period of the lease. The Company commences rental revenue recognition when the underlying asset is available for use by the lessee. Revenues derived from the reimbursement of utilities are generally recognized in the same period as the related expenses are incurred. The majority of the Company’s leases are month-to-month. Revenue from sales of manufactured homes is recognized in accordance with the core principle of ASC 606, at the time of closing when control of the home transfers to the customer. After closing of the sale transaction, the Company generally has no remaining performance obligation. Accounts Receivable Accounts receivable consist primarily of amounts currently due from residents. Accounts receivable are reported in the balance sheet at outstanding principal adjusted for any charge-offs and allowance for losses. The Company records an allowance for bad debt when receivables are over 90 days old. Variable Interest Entities In December 2020, the Company entered into a property management agreement with Gvest Finance LLC, a company owned and controlled by the Company’s parent company, Gvest Real Estate Capital LLC, an entity whose sole owner is Raymond M. Gee, the Company’s chairman and chief executive officer, and has subsequently entered into property management agreements with Gvest Homes I LLC, Gvest Anderson Homes LLC, Gvest Capital View Homes LLC, Gvest Hidden Oaks Homes LLC, Gvest Springlake Homes LLC, Gvest Carolinas 4 Homes LLC, Gvest Sunnyland Homes LLC, Gvest Warrenville Homes LLC and Gvest Wake Forest 2 Homes LLC, which are all wholly owned subsidiaries of Gvest Finance LLC. Under the property management agreements, the Company manages the homes owned by the VIEs and the VIEs remit to the Company all income, less any sums paid out for operational expenses and debt service but retain 5 % of the debt service payment as a reserve. Additionally, during 2021, the Company formed two entities, Brainerd Place LLC and Bull Creek LLC, for the purpose of exploring opportunities to develop mobile home communities. The Company owns 49 % of these entities and Gvest Real Estate LLC, an entity whose sole owner is Raymond M. Gee, owns 51 %. The Company also executed operating agreements with these entities which designate Gvest Capital Management LLC, a company owned and controlled by Gvest Real Estate Capital LLC, as manager with the authority, power, and discretion to manage and control the entities’ business decisions. The operating agreements require the Company to make cash contributions to the entities to fund their activities, operations, and existence, if the Company approves the contribution requests from the manager, which ultimately provides the Company with power to direct the economically significant activities of these entities. Pursuant to U.S. generally accepted accounting principles, or GAAP, a company with interests in a VIE must consolidate the entity if the company is deemed to be the primary beneficiary of the VIE; that is, if it has both (1) the power to direct the economically significant activities of the entity and (2) the obligation to absorb losses of, or the right to receive benefits from, the entity that could potentially be significant to the VIE. Such a determination requires management to evaluate circumstances and relationships that may be difficult to understand and to make a significant judgment, and to repeat the evaluation at each subsequent reporting date. Primarily due to the Company’s common ownership by Mr. Gee, its power to direct the activities of these entities that most significantly impact their economic performance, and the fact that the Company has the obligation to absorb losses or the right to receive benefits from these entities that could potentially be significant to these entities, the entities listed above are considered to be VIEs in accordance with applicable GAAP. Net Income (Loss) Per Share Basic net income (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding, including vested penny stock options during the period. Diluted net income (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding plus the weighted average number of net shares that would be issued upon exercise of stock options pursuant to the treasury stock method. For the six months ended June 30, 2023, the potentially dilutive penny options for the purchase of 423,842 shares of Common Stock were included in basic loss per share. Other securities outstanding as of June 30, 2023 not included in dilutive loss per share, as the effect would be anti-dilutive, were 165,000 unvested stock options and 1,826,000 shares of Series A Cumulative Redeemable Convertible Preferred Stock, which are convertible into Common Stock for a total of 1,826,000 shares. For the six months ended June 30, 2022 , the potentially dilutive penny options for the purchase of 428,176 shares of Common Stock were included in basic loss per share. Other securities outstanding as of June 30, 2022 not included in dilutive loss per share, as the effect would be anti-dilutive, were 146,666 unvested stock options and 1,886,000 shares of Series A Cumulative Redeemable Convertible Preferred Stock, which are convertible into Common Stock for a total of 1,886,000 shares. Use of Estimates The presentation of financial statements in conformity with GAAP requires management to make estimates and assumptions that effect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates. Leases Rental revenue is generated from lease agreements with tenants for lease of the Company’s sites and manufactured homes where the Company is the lessor. The terms of these leases are generally annual or month-to-month and are renewable upon the consent of both parties and contain no option to purchase the underlying asset. Therefore, these leases are accounted for as operating leases in accordance with ASC 842. The Company is the lessee in a lease agreement for its corporate office space with a related party entity owned and controlled by Raymond M. Gee, the Company’s CEO and chairman. The lease term for the office is month-to-month, the lease is terminable by either party if written, thirty-day notice is given, and the lease contains no option to purchase the facility. This lease is accounted for as an operating lease. Pursuant to ASC 842-20-25-2, the Company, as the lessee, has elected the short-term lease measurement exception whereby lease expense is recognized on a straight-line basis over the term of the lease with no right-of-use asset or lease liability recognized on the consolidated balance sheet. Acquisitions The Company accounts for acquisitions as asset acquisitions in accordance with ASC 805, “Business Combinations,” and allocates the purchase price of the property based upon the fair value of the assets acquired, which generally consist of land, site and land improvements, buildings and improvements, rental homes and intangibles. The Company allocates the purchase price of an acquired property generally determined by a third-party purchase price allocation report obtained in conjunction with the purchase based on appraisals. Intangibles The Company's intangible assets include trademarks and trade names. These intangible assets are recorded in Other Assets on the Consolidated Balance Sheet. The valuation of intangibles is generally determined by a third-party purchase price allocation report obtained in conjunction with an acquisition purchase based on appraisals. Acquisition costs allocated to intangible assets are capitalized. The Company's intangibles and associated acquisition costs are amortized over a 15 -year estimated useful life on a straight line basis commencing on the date of acquisition. As of June 30, 2023, intangibles consisted of $ 613,783 . As of June 30, 2023, accumulated amortization of intangible assets and related acquisition costs was $ 8,737 . Debt Issuance Costs Costs incurred in connection with obtaining financing are deferred and amortized on a straight-line basis over the term of the related obligation with the amortization included as a component of interest expense in the statement of operations. The unamortized balance of the debt issuance costs is presented in the consolidated balance sheet as direct reduction from the carrying amount of the debt. Upon prepayment, refinance, or substantial modification of a debt obligation, the related unamortized costs are written off to expense. Investment Property and Depreciation Investment real property and equipment are carried at cost. Depreciation of buildings, improvements to sites and buildings, rental homes, equipment, and vehicles is computed principally on the straight-line method over the estimated useful lives of the assets (ranging from 3 to 25 years). Land development costs are not depreciated until they are put in use, at which time they are capitalized as land improvements. Interest Expense pertaining to Land Development Costs are capitalized. Maintenance and Repairs are charged to expense as incurred and improvements are capitalized. The costs and related accumulated depreciation of property sold or otherwise disposed of are removed from the financial statement and any gain or loss is reflected in the current period’s results of operations. Impairment Policy The Company applies FASB ASC 360-10, “Property, Plant & Equipment,” to measure impairment in real estate investments. Rental properties are individually evaluated for impairment when conditions exist which may indicate that it is probable that the sum of expected future cash flows (on an undiscounted basis without interest) from a rental property is less than the carrying value under its historical net cost basis. These expected future cash flows consider factors such as future operating income, trends and prospects as well as the effects of leasing demand, competition and other factors. Upon determination that a permanent impairment has occurred, rental properties are reduced to their fair value. For properties to be disposed of, an impairment loss is recognized when the fair value of the property, less the estimated cost to sell, is less than the carrying amount of the property measured at the time there is a commitment to sell the property and/or it is actively being marketed for sale. A property to be disposed of is reported at the lower of its carrying amount or its estimated fair value, less its cost to sell. Subsequent to the date that a property is held for disposition, depreciation expense is not recorded. There was no impairment during the three and six months ended June 30, 2023 and 2022, respectively. Cash, Cash Equivalents, and Restricted Cash The Company considers all highly liquid financial instruments purchased with an original maturity of three months or less to be cash equivalents. As of June 30, 2023, the restricted cash balance of $ 5,374,687 was comprised of $ 957,714 of cash reserved for tenant security deposits and lender escrows for capital improvements, insurance, and real estate taxes in the amount of $ 4,416,973 . As of December 31, 2022, the restricted cash balance of $ 5,315,246 was comprised of $ 879,676 of cash reserved for tenant security deposits and lender escrows for capital improvements, insurance, and real estate taxes in the amount of $ 4,435,570 . The Company maintains cash balances at banks and deposits at times may exceed federally insured limits. Management believes that the financial institutions that hold the Company’s cash are financially secure and, accordingly, minimal credit risk exists. At June 30, 2023 and December 31, 2022, the Company had approximately $ 1,168,956 and $ 4,006,000 above the FDIC-insured limit, respectively. Liquidity The unaudited condensed financial statements have been prepared in conformity with GAAP, which contemplate continuation of the Company as a going concern. The Company has incurred net losses each quarter since inception and has experienced slightly negative cash flows from operations during the six months ended June 30, 2023. The Company is in an acquisitive, growth stage whereby it has more than doubled the number of home sites in its portfolio of manufactured housing communities over the past two years. The Company acquires communities and invests in physical improvements, implements operational efficiencies to cut costs, works to improve occupancy and collections, and increases rents based on each respective market all to stabilize the acquired communities to their full potential. The Company has incurred additional corporate payroll and overhead and interest expense in order to accomplish such growth which has driven losses and used operating cash flow. The Company’s principal demands for cash are operating and administrative expenses, dividends on preferred stock, debt service payments, capital expenditures to improve properties, and community acquisitions. The Company expects to fund its operating cash requirements over the next year through a combination of cash on hand, net cash provided by its property operations, and if necessary, borrowings from related party lines of credit available for working capital or other cash flow needs. The Company’s continued growth depends on the availability of suitable properties which meet the Company’s investment criteria and appropriate financing, which includes its ability to raise capital. There is no guarantee that any of these additional opportunities will materialize or that the Company will be able to take advantage of such opportunities. There can be no assurance that financing will be available in amounts or terms acceptable to the Company, if at all. Proceeds from issuance of Series C Preferred Stock and cash held in escrow with lenders will fund the Company’s capital improvement projects and acquisitions. To the extent that funds or appropriate communities are not available, fewer acquisitions and capital improvements will be made. Stock Based Compensation All stock-based payments to employees, nonemployee consultants, and to nonemployee directors for their services as directors, including any grants of restricted stock and stock options, are measured at fair value on the grant date and recognized in the statements of operations as compensation or other expense over the relevant service period in accordance with FASB ASC Topic 718. Stock based payments to non-employees are recognized as an expense over the period of performance. Such payments are measured at fair value at the earlier of the date a performance commitment is reached, or the date performance is completed. In addition, for awards that vest immediately and are nonforfeitable, the measurement date is the date the award is issued. The Company recorded stock option expense of $ 226,333 and $ 77,822 during the six months ended June 30, 2023 and 2022 , respectively. Fair Value of Financial Instruments The Company follows paragraph 825-10-50-10 of the FASB ASC for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB ASC to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in GAAP and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. Most of the Company’s financial assets do not have a quoted market value. Therefore, estimates of fair value are necessarily based on a number of significant assumptions (many of which involve events outside the control of management). Such assumptions include assessments of current economic conditions, perceived risks associated with these financial instruments and their counterparties, future expected loss experience and other factors. Given the uncertainties surrounding these assumptions, the reported fair values represent estimates only and, therefore, cannot be compared to the historical accounting model. Use of different assumptions or methodologies is likely to result in significantly different fair value estimates. The fair value of cash and cash equivalents, accounts receivable, and accounts payable approximates their current carrying amounts since all such items are short-term in nature. The fair value of variable and fixed rate mortgages payable and lines of credit approximate their current carrying amounts on the balance sheet since such amounts payable are at approximately a weighted average current market rate of interest. Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, the Company determines deferred tax assets and liabilities on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company recognizes deferred tax assets to the extent that the Company believes that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If the Company determines that it would be able to realize its deferred tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. The Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (1) the Company determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. The Company recognizes interest and penalties, if any, with income tax expense in the accompanying unaudited condensed consolidated statement of operations. As of June 30, 2023 and December 31, 2022, there were no such accrued interest or penalties. Recent Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” ASU 2016-13 requires that entities use a new forward looking “expected loss” model that generally will result in the earlier recognition of allowance for credit losses. The measurement of expected credit losses is based upon historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. ASU No. 2016-13 is effective for annual reporting periods, including interim reporting periods within those periods, beginning after December 15, 2022. The Company adopted the new guidance on January 1, 2023 and determined it did no t have a material impact on its consolidated financial statements. Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying unaudited condensed consolidated financial statements. |
Variable Interest Entities
Variable Interest Entities | 6 Months Ended |
Jun. 30, 2023 | |
Variable Interest Entities [Abstract] | |
VARIABLE INTEREST ENTITIES | NOTE 2 – VARIABLE INTEREST ENTITIES Included in the unaudited condensed consolidated results of operations for the three months ended June 30, 2023 and 2022 were net losses of $ 263,783 and $ 250,915 , respectively, after deducting an additional management fee equal to cash flow after debt service pursuant to the management agreement of $ 111,919 and $ 222,566 , respectively. Included in the unaudited condensed consolidated results of operations for the six months ended June 30, 2023 and 2022 were net losses of $ 446,249 and $ 410,485 , respectively, after deducting an additional management fee equal to cash flow after debt service pursuant to the management agreement of $ 142,441 and $ 305,579 , respectively. The consolidated balance sheets as of June 30, 2023 and December 31, 2022 included the following amounts related to the consolidated VIEs. June 30, December 31, (Unaudited) Assets Investment Property $ 15,388,605 $ 14,688,424 Accumulated Depreciation ( 1,303,541 ) ( 997,240 ) Net Investment Property 14,085,064 13,691,184 Cash and Cash Equivalents 43,526 40,080 Accounts Receivable 136,181 60,538 Other Assets 230,853 194,871 Total Assets $ 14,495,624 $ 13,986,673 Liabilities and Deficit Accounts Payable $ 106,749 $ 206,882 Notes Payable, net of $ 44,531 and $ 45,790 debt discount, respectively 3,025,069 3,035,455 Line of Credit, net of $ 205,877 and $ 160,372 debt discount, respectively 7,498,868 6,208,947 Accrued Liabilities (1) 6,141,364 6,306,178 Total Liabilities 16,772,050 15,757,462 Non-controlling Interest ( 2,276,426 ) ( 1,770,789 ) Total Non-controlling Interest in Variable Interest Entities ( 2,276,426 ) ( 1,770,789 ) (1) Included in accrued liabilities is an intercompany balance of $ 6,009,666 and $ 6,232,561 as of June 30, 2023 and December 31, 2022, respectively. The intercompany balances have been eliminated on the condensed consolidated balance sheet. |
Investment Property
Investment Property | 6 Months Ended |
Jun. 30, 2023 | |
Investment Property [Abstract] | |
INVESTMENT PROPERTY | NOTE 3 – INVESTMENT PROPERTY The following table summarizes the Company’s property and equipment balances. These assets are generally depreciated on a straight-line basis. June 30, December 31, (Unaudited) Investment Property Land $ 37,403,653 $ 30,263,687 Site and Land Improvements 49,267,021 44,035,649 Buildings and Improvements 31,005,616 23,229,657 Construction in Process 1,726,093 2,541,376 Total Investment Property 119,402,383 100,070,369 Accumulated Depreciation ( 10,416,912 ) ( 8,225,976 ) Net Investment Property $ 108,985,471 $ 91,844,393 Depreciation expense totaled $ 1,178,089 and $ 818,975 for the three months ended June 30, 2023 and 2022, respectively, and $ 2,201,104 and $ 1,578,679 for the six months ended June 30, 2023 and 2022, respectively. During the six months ended June 30, 2023 , Gvest Finance LLC, the Company’s VIE, purchased four new manufactured homes for approximately $ 219,120 for use in the Meadowbrook community. Three of these homes are included in Construction in Process on the balance sheet. These recently purchased homes along with several new homes purchased during 2022 are not yet occupiable and still in the set-up phase as of June 30, 2023 and are included in Construction in Process on the balance sheet as of that date. During the year ended December 31, 2022, Gvest Finance LLC, the Company’s VIE, purchased 25 new manufactured homes for approximately $ 1,300,000 for use in the Golden Isles, Springlake, Sunnyland, and Crestview communities. The majority of these recently purchased homes along with several new homes purchased during 2021 are not yet occupiable and still in the set-up phase as of December 31, 2022 and are included in Construction in Process on the balance sheet as of that date. |
Acquisitions and Dispositions
Acquisitions and Dispositions | 6 Months Ended |
Jun. 30, 2023 | |
Acquisitions and Disposals [Abstract] | |
ACQUISITIONS AND DISPOSITIONS | NOTE 4 – ACQUISITIONS AND DISPOSITIONS During the six months ended June 30, 2023, the Company acquired three communities. These were acquisitions from third parties and have been accounted for as asset acquisitions. On January 12, 2023, the Company purchased a manufactured housing community located in Simpsonville, South Carolina, consisting of 107 sites all occupied by tenant-owned manufactured homes on approximately 21 acres for a total purchase price of $ 5,350,000 . Country Aire MHP LLC purchased the land, land improvements, and homes. On January 27, 2023, the Company purchased a manufactured housing community located in Brunswick, Georgia consisting of 40 developed sites, 14 undeveloped sites, and 24 homes on approximately 18 acres for a total purchase price of $ 2,400,000 . Merritt Place MHP LLC - Land purchased the land and land improvements, and Merritt Place MHP LLC – Homes purchased the homes. On April 14, 2023, the Company purchased a manufactured housing community located in Donna, Texas consisting of 402 developed sites on approximately 27 acres for a total purchase price of $ 10,500,000 . Palm Shadows MHP LLC purchased the land, land improvements, homes, intangibles and furniture, fixtures and equipment. During the six months ended June 30, 2022, the Company acquired four communities and one large parcel of undeveloped land. These were acquisitions from third parties and have been accounted for as asset acquisitions. On January 31, 2022, the Company purchased a manufactured housing community located in Byron, Georgia consisting of 73 sites on approximately 18.57 acres and an adjacent parcel of 15.09 acres of undeveloped land for a total purchase price of $ 2,200,000 . Sunnyland MHP LLC purchased the land and land improvements and the Company’s VIE, Gvest Sunnyland Homes LLC, purchased the homes. On March 31, 2022, the Company purchased two manufactured housing communities located in Warrenville, South Carolina consisting of 85 sites on approximately 45 acres for a total purchase price of $ 3,050,000 . Warrenville MHP LLC purchased the land and land improvements and the Company’s VIE, Gvest Warrenville Homes LLC, purchased the homes. On June 17, 2022, the Company purchased a manufactured housing community located in Brunswick, Georgia consisting of 72 sites on approximately 17 acres for a total purchase price of $ 2,000,000 . Spaulding MHP LLC purchased the land, land improvements, and homes. On June 28, 2022, the Company, through its wholly owned subsidiary Raeford MHP Development LLC, purchased 62 acres of undeveloped land zoned for approximately 200 mobile home lots in Raeford, North Carolina, a town in the Fayetteville Metropolitan Statistical Area, for a total purchase price of $ 650,000 . Six Months Ended June 30, 2022 Acquisition Date Name (number of communities, if multiple) Land Improvements Building Intangibles Total January 2022 Sunnyland MHP $ 672,400 $ 891,580 $ — $ — $ 1,563,980 January 2022 Sunnyland Gvest — — 636,020 — 636,020 March 2022 Warrenville MHP 975,397 853,473 — — 1,828,870 March 2022 Warrenville Gvest — — 1,221,130 — 1,221,130 June 2022 Spaulding MHP 1,217,635 304,409 477,956 — 2,000,000 June 2022 Raeford MHP Parcel 650,000 — — — 650,000 Total Purchase Price $ 3,515,432 $ 2,049,462 $ 2,335,106 $ — $ 7,900,000 Acquisition Costs 139,502 78,757 60,356 — 278,615 Total Investment Property $ 3,654,934 $ 2,128,219 $ 2,395,462 $ — $ 8,178,615 Six Months Ended June 30, 2023 Acquisition Date Name (number of communities, if multiple) Land Improvements Building Intangibles Total January 2023 Country Aire MHP $ 4,661,722 $ 682,724 $ 5,554 $ — $ 5,350,000 January 2023 Merritt Place MHP 1,410,806 557,446 (1) 431,748 — 2,400,000 April 2023 Palm Shadows MHP 984,166 3,822,004 5,082,309 611,521 10,500,000 Total Purchase Price $ 7,056,694 $ 5,062,174 $ 5,519,611 $ 611,521 $ 18,250,000 Acquisition Costs 76,621 48,325 28,862 2,262 156,070 Total Investment Property $ 7,133,315 $ 5,110,499 $ 5,548,473 $ 613,783 $ 18,406,070 (1) Includes an allocation of $ 300,000 for 14 lots under development to be completed by seller and a respective note payable for the same amount has been included in accrued liabilities financial statement line item on the balance sheet as of June 30, 2023 . |
Promissory Notes
Promissory Notes | 6 Months Ended |
Jun. 30, 2023 | |
Promissory Notes [Abstract] | |
PROMISSORY NOTES | NOTE 5 – PROMISSORY NOTES Promissory Notes The Company has issued promissory notes payable to lenders related to the acquisition of its manufactured housing communities and mobile homes. The interest rates on outstanding promissory notes range from 4 % to 8 % with 5 to 30 years principal amortization. The promissory notes are secured by the real estate assets and thirty-four loans totaling $ 86,676,140 are guaranteed by Raymond M. Gee. As of June 30, 2023 and December 31, 2022, the outstanding principal balance on all third-party promissory notes was $ 90,631,328 and $ 79,550,080 , respectively. The following are the terms of these notes: Maturity Interest Interest Only Balance Balance Pecan Grove MHP LLC (1)(2) 9/1/2032 4.870 % 60 $ 4,489,000 $ 4,489,000 Azalea MHP LLC (1)(2) 9/1/2032 4.870 % 60 1,830,000 1,830,000 Holly Faye MHP LLC (1)(2) 9/1/2032 4.870 % 60 1,608,000 1,608,000 Chatham MHP LLC (1)(2) 9/1/2032 4.870 % 60 2,263,000 2,263,000 Lakeview MHP LLC (1)(2) 9/1/2032 4.870 % 60 3,229,000 3,229,000 B&D MHP LLC (1)(2) 9/1/2032 4.870 % 60 2,887,000 2,887,000 Hunt Club MHP LLC (1)(2) 9/1/2032 4.870 % 60 2,756,000 2,756,000 Crestview MHP LLC (1)(2) 9/1/2032 4.870 % 60 4,625,000 4,625,000 Maple Hills MHP LLC (1)(2) 9/1/2032 4.870 % 60 2,570,000 2,570,000 Springlake MHP LLC (1)(2) 9/1/2032 4.870 % 60 6,590,000 6,590,000 ARC MHP LLC (1)(2) 9/1/2032 4.870 % 60 3,687,000 3,687,000 Countryside MHP LLC (1)(2) 9/1/2032 4.870 % 60 4,343,000 4,343,000 Evergreen MHP LLC (1)(2) 9/1/2032 4.870 % 60 2,604,000 2,604,000 Golden Isles MHP LLC (1)(2) 9/1/2032 4.870 % 60 1,987,000 1,987,000 Anderson MHP LLC (1)(2) 9/1/2032 4.870 % 60 5,118,000 5,118,000 Capital View MHP LLC (1)(2) 9/1/2032 4.870 % 60 829,000 829,000 Hidden Oaks MHP LLC (1)(2) 9/1/2032 4.870 % 60 764,000 764,000 North Raleigh MHP LLC (1)(2) 9/1/2032 4.870 % 60 5,279,000 5,279,000 Charlotte 3 Park MHP LLC (Dixie) (1)(2)(3) 9/1/2032 4.870 % 60 485,000 485,000 Charlotte 3 Park MHP LLC (Driftwood) (1)(2) 9/1/2032 4.870 % 60 274,000 274,000 Carolinas 4 MHP LLC (Asheboro) (1)(2) 9/1/2032 4.870 % 60 1,374,000 1,374,000 Carolinas 4 MHP LLC (Morganton) (1)(2) 9/1/2032 4.870 % 60 1,352,000 1,352,000 Sunnyland MHP LLC (1)(2) 9/1/2032 4.870 % 60 1,057,000 1,057,000 Warrenville MHP LLC (1) 3/10/2027 5.590 % 36 1,218,870 1,218,870 Spaulding MHP LLC 7/22/2043 WSJ Prime + 1% 12 1,600,000 1,600,000 Solid Rock MHP LLC 6/30/2032 5.000 % 12 925,000 925,000 Red Fox MHP LLC 8/1/2032 5.250 % 24 2,250,000 2,250,000 Statesville MHP LLC – land (1) 9/13/2025 SOFR + 2.35% 36 1,519,925 1,519,925 Timberview MHP LLC – land (1) 9/13/2025 SOFR + 2.35% 36 1,418,075 1,418,075 Northview MHP LLC - land (Seller Finance) 9/15/2027 6.000 % 60 792,654 792,654 Statesville, Northview, Timberview MHP LLC - homes (Seller Finance) 9/15/2027 6.000 % 60 407,345 407,345 Glynn Acres MHP LLC 11/1/2042 6.000 % — 886,189 898,052 Wake Forest MHP LLC (Cooley’s Country road) (1) 12/10/2027 7.390 % 36 3,038,914 3,038,914 Mobile Cottage MHP LLC 12/20/2027 5.000 % 30 400,000 400,000 Gvest Finance LLC (B&D homes) 5/1/2024 5.000 % — 597,920 614,809 Gvest Finance LLC (Golden Isles homes) 3/31/2031 4.000 % 120 684,220 684,220 Warrenville Gvest Homes LLC (1) 3/10/2027 5.590 % 36 1,221,130 1,221,130 Gvest Wake Forest 2 Homes LLC (Cooley’s, Country Road home) (1) 12/10/2027 7.390 % 36 561,086 561,086 Merritt Place MHP LLC 1/27/2024 WSJ Prime + 1% 12 1,680,000 — Country Aire MHP LLC (1) 9/13/2025 SOFR + 2.35% 36 3,500,000 — Palm Shadows MHP LLC (4) 4/12/2033 7.030 % 12 5,930,000 — Total Notes Payable $ 90,631,328 $ 79,550,080 Discount Direct Lender Fees ( 3,873,258 ) ( 3,666,214 ) Total Net of Discount $ 86,758,070 $ 75,883,866 (1) The notes indicated above are subject to certain financial covenants. (2) On September 1, 2022, the Company, through its wholly owned subsidiaries, entered into twenty-three loan agreements with KeyBank National Association (“KeyBank”) and Fannie Mae for a total principal balance of $ 62,000,000 . The loan proceeds were primarily used to pay off third party notes and line of credit with various other lenders totaling approximately $ 54,000,000 , promissory note issued to Metrolina Loan Holdings, LLC for $ 1,500,000 and a revolving promissory Note issued to Gvest Real Estates Capital LLC for $ 2,000,000 . KeyBank withheld approximately $ 4,000,000 in escrow for planned capital projects to improve the financed communities which is included in restricted cash. The Company may prepay the notes in part or in full subject to prepayment penalties if repaid before May 31, 2032 , and without penalty if repaid on or subsequent to that date. The loans are secured by the real estate, which predominately excludes mobile homes, and are guaranteed by the Company and Raymond M. Gee. The Company capitalized $ 2,842,213 of debt issuance costs in connection with this refinancing including a $ 1,000,000 accrued guaranty fee owed to Raymond M. Gee to be paid at a later date. (3) The Company repaid the Charlotte 3 Park MHP LLC note payable of $ 1,500,000 on March 1, 2022 and recognized refinancing cost expense totaling $ 15,751 . This community was refinanced on April 14, 2022 with a different lender and the Company capitalized $ 258,023 of debt issuance costs related to the new note. (4) The Palm Shadows MHP LLC note contains a future earn out funding option, which allows the Company to draw down on an additional $ 1,420,000 non-revolving straight line of credit within the first 24 months of the term assuming certain debt coverage ratios are achieved. As of June 30, 2023, the Company has not exercised this option. Lines of Credit – Variable Interest Entities Facility Borrower Community Maturity Interest Maximum Balance Balance Occupied Home Facility (1) Gvest Homes I LLC ARC, Crestview, Maple, Countryside 01/01/30 8.375% $ 20,000,000 $ 3,715,287 $ 2,424,896 Multi-Community Rental Home Facility Gvest Finance LLC ARC, Golden Isles, Springlake, Various (2) Greater of 3.25% or Prime, + 375 bps $ 5,000,000 $ 2,458,188 $ 2,561,380 Multi-Community Floorplan Home Facility Gvest Finance LLC Golden Isles, Springlake, Sunnyland, Crestview, Meadowbrook Various (2) LIBOR + 6 – 8% based on days outstanding $ 4,000,000 $ 1,525,130 $ 1,383,043 Total Lines of Credit - VIEs $ 7,698,605 $ 6,369,319 Discount Direct Lender Fees $ ( 199,737 ) $ ( 160,372 ) Total Net of Discount $ 7,498,868 $ 6,208,947 (1) During the six months ended June 30, 2023 , Gvest Homes I LLC drew down $ 1,353,000 related to the Occupied Home Facility. (2) The maturity date of the of the Multi-Community Floorplan and Rental Line of Credit will vary based on each statement of financial transaction, a report identifying the funded homes and the applicable financial terms. The agreements for each of the above line of credit facilities require the maintenance of certain financial ratios or other affirmative and negative covenants. All the above line of credit facilities are guaranteed by Raymond M. Gee. Metrolina Promissory Note On October 22, 2021, the Company issued a promissory note to Metrolina Loan Holdings, LLC, a significant stockholder, in the principal amount of $ 1,500,000 . On September 2, 2022, the Company repaid the full outstanding balance of the loan with proceeds from the KeyBank portfolio refinance. The note bore interest at a rate of 18 % per annum and was set to mature on April 1, 2023 . The note was guaranteed by Raymond M. Gee. As of June 30, 2023 and December 31, 2022, there was no outstanding balance on this note. During the three and six months ended June 30, 2022 , interest expense recognized was $ 67,315 and $ 133,890 , respectively. Gvest Revolving Promissory Note On December 27, 2021, the Company issued a revolving promissory note to Gvest Real Estate Capital, LLC, an entity whose sole owner is Raymond M. Gee, the Company’s chairman and chief executive officer, pursuant to which the Company may borrow up to $ 2,000,000 on a revolving basis for working capital or acquisition purposes. On September 9, 2022, the Company paid off the full balance with proceeds from the KeyBank portfolio refinance. This note had a five-year term and was interest-only based on a 15 % annual rate through the maturity date and was unsecured. As of June 30, 2023 and December 31, 2022, there was no outstanding balance on this note. During the three and six months ended June 30, 2022 , interest expense recognized was $ 13,657 and $ 28,375 , respectively. NAV Real Estate LLC Promissory Note On June 29, 2022, the Company issued a revolving promissory note to NAV RE, LLC, an entity whose owners are Adam Martin, the Company’s chief investment officer, and his spouse, pursuant to which the Company may borrow up to $ 2,000,000 on a revolving basis for working capital or acquisition purposes. On the same date, the Company borrowed $ 2,000,000 . As of June 30, 2023 and December 31, 2022, the outstanding principal balance on this note was $ 2,000,000 . This note has a five-year term and is interest-only based on a 15% annual rate through the maturity date and is unsecured . During the three and six months ended June 30, 2023 , interest expense recognized was $ 76,667 and $ 151,667 , respectively. Maturities of Long-Term Obligations for Five Years and Beyond The minimum annual principal payments of notes payable, related party debt and lines of credit at June 30, 2023 by fiscal year were: 2023 (remainder) $ 381,642 2024 $ 3,365,524 2025 $ 7,335,633 2026 $ 755,661 2027 $ 10,498,794 Thereafter $ 77,992,679 Total minimum principal payments $ 100,329,933 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 6 – COMMITMENTS AND CONTINGENCIES From time to time, the Company may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise that may harm its business. The Company is currently not aware of any such legal proceedings or claims that they believe will have, individually or in the aggregate, a material adverse effect on its business, financial condition, or operating results. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2023 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 7 – STOCKHOLDERS’ EQUITY Preferred Stock The Company is authorized to issue up to 10,000,000 shares of preferred stock, $ 0.01 par value. Series A Cumulative Convertible Preferred Stock On May 8, 2019, the Company filed a certificate of designation with the Nevada Secretary of State pursuant to which the Company designated 4,000,000 shares of its preferred stock as Series A Cumulative Convertible Preferred Stock (the “Series A Preferred Stock”). The Series A Preferred Stock has the following voting powers, designations, preferences and relative rights, qualifications, limitations or restrictions: Ranking . The Series A Preferred Stock ranks, as to dividend rights and rights upon our liquidation, dissolution, or winding up, senior to the Common Stock and pari passu with the Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock (as defined below). The terms of the Series A Preferred Stock will not limit the Company’s ability to (i) incur indebtedness or (ii) issue additional equity securities that are equal or junior in rank to the shares of Series A Preferred Stock as to distribution rights and rights upon liquidation, dissolution or winding up. Dividend Rate and Payment Dates . Dividends on the Series A Preferred Stock are cumulative and payable monthly in arrears to all holders of record on the applicable record date. Holders of Series A Preferred Stock will be entitled to receive cumulative dividends in the amount of $ 0.017 per share each month, which is equivalent to the rate of 8 % of the $ 2.50 liquidation preference per share. Dividends on shares of Series A Preferred Stock will continue to accrue even if any of the Company’s agreements prohibit the current payment of dividends or the Company does not have earnings. During the six months ended June 30, 2023 and 2022, the Company paid dividends of $ 182,933 and $ 188,600 , respectively. Due to timing of payments, accrued dividends of $ 2,300 and $ 0 are presented in accrued liabilities on the balance sheet as of June 30, 2023 and 2022, respectively. Liquidation Preference . The liquidation preference for each share of Series A Preferred Stock is $ 2.50 . Upon a liquidation, dissolution or winding up of the Company, holders of shares of Series A Preferred Stock will be entitled to receive, before any payment or distribution is made to the holders of Common Stock and on a pari passu basis with holders of Series B Preferred Stock and Series C Preferred Stock, the liquidation preference with respect to their shares plus an amount equal to any accrued but unpaid dividends (whether or not declared) to, but not including, the date of payment with respect to such shares. Stockholder Optional Conversion . Each share of Series A Preferred Stock is convertible, at any time and from time to time, at the option of the holder thereof and without the payment of additional consideration, into that number of shares of Common Stock determined by dividing the liquidation preference of such share by the conversion price then in effect. The conversion price is initially equal $ 2.50 , subject to adjustment as set forth in the certificate of designation. In addition, if at any time the trading price of the Common Stock is greater than the liquidation preference of $ 2.50 , the Company may deliver a written notice to all holders to cause each holder to convert all or part of such holders’ Series A Preferred Stock. Company Call and Stockholder Put Options . Commencing on the fifth anniversary of the initial issuance of shares of Series A Preferred Stock and continuing indefinitely thereafter, the Company will have a right to call for redemption the outstanding shares of Series A Preferred Stock at a call price equal to $3.75, or 150 % of the original issue price of the Series A Preferred Stock, and correspondingly, each holder of shares of Series A Preferred Stock shall have a right to put the shares of Series A Preferred Stock held by such holder back to the Company at a put price equal to $3.75, or 150 % of the original issue purchase price of such shares . During the six months ended June 30, 2023 and 2022, the Company recorded a put option value accretion of $ 228,250 and $ 235,746 , respectively. Voting Rights . The Company may not authorize or issue any class or series of equity securities ranking senior to the Series A Preferred Stock as to dividends or distributions upon liquidation (including securities convertible into or exchangeable for any such senior securities) or amend the Company’s articles of incorporation (whether by merger, consolidation, or otherwise) to materially and adversely change the terms of the Series A Preferred Stock without the affirmative vote of at least two-thirds of the votes entitled to be cast on such matter by holders of the outstanding shares of Series A Preferred Stock, voting together as a class. Otherwise, holders of the shares of Series A Preferred Stock do not have any voting rights. As of June 30, 2023 and December 31, 2022, there were 1,826,000 shares of Series A Preferred Stock issued and outstanding. As of June 30, 2023, the Series A Preferred Stock balance was made up of Series A Preferred Stock totaling $ 4,565,000 and accretion of put options totaling $ 1,771,166 . As of December 31, 2022, the Series A Preferred Stock balance was made up of Series A Preferred Stock totaling $ 4,565,000 and accretion of put options totaling $ 1,542,916 . Series B Cumulative Redeemable Preferred Stock On December 2, 2019, the Company filed a certificate of designation with the Nevada Secretary of State pursuant to which the Company designated 1,000,000 shares of its preferred stock as Series B Cumulative Redeemable Preferred Stock (the “Series B Preferred Stock”). The Series B Preferred Stock has the following voting powers, designations, preferences and relative rights, qualifications, limitations, or restrictions: Ranking . The Series B Preferred Stock rank, as to dividend rights and rights upon liquidation, dissolution, or winding up, senior to the Common Stock and pari passu with the Series A Preferred Stock, Series C Preferred Stock and Series D Preferred Stock. The terms of the Series B Preferred Stock will not limit the Company’s ability to (i) incur indebtedness or (ii) issue additional equity securities that are equal or junior in rank to the shares of Series B Preferred Stock as to distribution rights and rights upon liquidation, dissolution or winding up. Dividend Rate and Payment Dates . Dividends on the Series B Preferred Stock are cumulative and payable monthly in arrears to all holders of record on the applicable record date. Holders of Series B Preferred Stock will be entitled to receive cumulative dividends in the amount of $ 0.067 per share each month, which is equivalent to the annual rate of 8 % of the $ 10.00 liquidation preference per share; provided that upon an event of default (generally defined as the Company’s failure to pay dividends when due or to redeem shares when requested by a holder), such amount shall be increased to $0.083 per month, which is equivalent to the annual rate of 10 % of the $ 10.00 liquidation preference per share. During the six months ended June 30, 2023 and 2022, the Company paid dividends of $ 299,330 and $ 303,570 , respectively. Liquidation Preference . The liquidation preference for each share of Series B Preferred Stock is $ 10.00 . Upon a liquidation, dissolution or winding up of the Company, holders of shares of Series B Preferred Stock will be entitled to receive, before any payment or distribution is made to the holders of Common Stock and on a pari passu basis with holders of Series A Preferred Stock and Series C Preferred Stock, the liquidation preference with respect to their shares plus an amount equal to any accrued but unpaid dividends (whether or not declared) to, but not including, the date of payment with respect to such shares. Company Call and Stockholder Put Options . Commencing on the fifth anniversary of the initial issuance of shares of Series B Preferred Stock and continuing indefinitely thereafter, the Company will have a right to call for redemption the outstanding shares of Series B Preferred Stock at a call price equal to $15.00, or 150 % of the original issue price of the Series B Preferred Stock, and correspondingly, each holder of shares of Series B Preferred Stock shall have a right to put the shares of Series B Preferred Stock held by such holder back to the Company at a put price equal to $15.00, or 150 % of the original issue purchase price of such shares. The Company recorded a put option value accretion of $ 363,208 and $ 368,508 during the six months ended June 30, 2023 and 2022. Voting Rights . The Company may not authorize or issue any class or series of equity securities ranking senior to the Series B Preferred Stock as to dividends or distributions upon liquidation (including securities convertible into or exchangeable for any such senior securities) or amend the Company’s articles of incorporation (whether by merger, consolidation, or otherwise) to materially and adversely change the terms of the Series B Preferred Stock without the affirmative vote of at least two-thirds of the votes entitled to be cast on such matter by holders of outstanding shares of Series B Preferred Stock, voting together as a class. Otherwise, holders of the shares of Series B Preferred Stock do not have any voting rights. No Conversion Right . The Series B Preferred Stock is not convertible into shares of Common Stock. As of June 30, 2023 , there were 747,951 shares of Series B Preferred Stock issued and outstanding and the Series B Preferred Stock balance was made up of Series B Preferred Stock, net of commissions, totaling $ 7,079,716 and accretion of put options totaling $ 2,405,710 . As of December 31, 2022, there were 747,951 shares of Series B Preferred Stock issued and outstanding and the Series B Preferred Stock balance was made up of Series B Preferred Stock, net of commissions, totaling $ 7,079,716 and accretion of put options totaling $ 2,042,502 . Series C Cumulative Redeemable Preferred Stock On May 24, 2021, the Company filed an amended and restated certificate of designation with the Nevada Secretary of State pursuant to which the Company designated 47,000 shares of its preferred stock as Series C Cumulative Redeemable Preferred Stock (the “Series C Preferred Stock”). The Series C Preferred Stock has the following voting powers, designations, preferences and relative rights, qualifications, limitations or restrictions: Ranking . The Series C Preferred Stock ranks, as to dividend rights and rights upon liquidation, dissolution, or winding up, senior to Common Stock and pari passu with Series A Preferred Stock, Series B Preferred Stock and Series D Preferred Stock. The terms of the Series C Preferred Stock do not limit the Company’s ability to (i) incur indebtedness or (ii) issue additional equity securities that are equal or junior in rank to the shares of Series C Preferred Stock as to distribution rights and rights upon liquidation, dissolution or winding up. Stated Value . Each share of Series C Preferred Stock has an initial stated value of $ 1,000 , subject to appropriate adjustment in relation to certain events, such as recapitalizations, stock dividends, stock splits, stock combinations, reclassifications or similar events affecting the Series C Preferred Stock. Dividend Rate and Payment Dates . Dividends on the Series C Preferred Stock are cumulative and payable monthly in arrears to all holders of record on the applicable record date. Holders of Series C Preferred Stock are entitled to receive cumulative monthly cash dividends at a per annum rate of 7 % of the stated value (or $5.83 per share each month based on the initial stated value). Dividends on each share begin accruing on, and are cumulative from, the date of issuance and regardless of whether the board of directors declares and pays such dividends. Dividends on shares of Series C Preferred Stock will continue to accrue even if any of the Company’s agreements prohibit the current payment of dividends or the Company does not have earnings. During the six months ended June 30, 2023 and 2022, the Company paid dividends of $ 815,600 and $ 275,137 , respectively. Due to timing of payments, accrued dividends of $ 186,101 and $ 55,785 are presented in accrued liabilities on the balance sheet as of June 30, 2023 and 2022, respectively. Liquidation Preference . Upon a liquidation, dissolution or winding up of the Company, holders of shares of Series C Preferred Stock are entitled to receive, before any payment or distribution is made to the holders of Common Stock and on a pari passu basis with holders of Series A Preferred Stock and Series B Preferred Stock, a liquidation preference equal to the stated value per share, plus accrued but unpaid dividends thereon. Redemption Request at the Option of a Holder . Once per calendar quarter, a holder will have the opportunity to request that the Company redeem that holder’s Series C Preferred Stock. The board of directors may, however, suspend cash redemptions at any time in its discretion if it determines that it would not be in the best interests of the Company to effectuate cash redemptions at a given time because the Company does not have sufficient cash, including because the board believes that the Company’s cash on hand should be utilized for other business purposes. Redemptions will be limited to four percent ( 4 %) of the total outstanding Series C Preferred Stock per quarter and any redemptions in excess of such limit or to the extent suspended, shall be redeemed in subsequent quarters on a first come, first served, basis. The Company will redeem shares at a redemption price equal to the stated value of such redeemed shares, plus any accrued but unpaid dividends thereon, less the applicable redemption fee (if any). As a percentage of the aggregate redemption price of a holder’s shares to be redeemed, the redemption fee shall be: • 11 % if the redemption is requested on or before the first anniversary of the original issuance of such shares; • 8 % if the redemption is requested after the first anniversary and on or before the second anniversary of the original issuance of such shares; • 5 % if the redemption is requested after the second anniversary and on or before the third anniversary of the original issuance of such shares; and • after the third anniversary of the date of original issuance of shares to be redeemed, no redemption fee shall be subtracted from the redemption price. Optional Redemption by the Company . The Company has the right (but not the obligation) to redeem shares of Series C Preferred Stock at a redemption price equal to the stated value of such redeemed shares, plus any accrued but unpaid dividends thereon; provided, however, that if the Company redeems any shares of Series C Preferred Stock prior to the fourth (4 th ) anniversary of their issuance, then the redemption price shall include a premium equal to ten percent ( 10 %) of the stated value. Mandatory Redemption by the Company . The Company must redeem the outstanding shares of Series C Preferred Stock on the fourth (4 th ) anniversary of their issuance at a redemption price equal to the stated value of such redeemed shares, plus any accrued but unpaid dividends thereon. Voting Rights. The Series C Preferred Stock has no voting rights. No Conversion Right . The Series C Preferred Stock is not convertible into shares of Common Stock. In accordance with ASC 480-10, the Series C Preferred Stock is treated as a liability and is presented net of unamortized debt issuance costs on the balance sheet because the Company has an unconditional obligation to redeem the Series C Preferred Stock and dividends on the Preferred C Stock are included in interest expense. On June 11, 2021, the Company launched a new offering under Regulation A of Section 3(6) of the Securities Act of 1933, as amended (the “Securities Act”) for Tier 2 offerings, pursuant to which the Company is offering up to 47,000 shares of Series C Preferred Stock at an offering price of $ 1,000 per share for a maximum offering amount of $ 47,000,000 . During the six months ended June 30, 2023, the Company sold an aggregate of 5,505 shares of Series C Preferred Stock for total gross proceeds of $ 5,504,917 and redeemed an aggregate of $ 126,500 . After deducting a placement fee and broker dealer commissions, the Company received net proceeds of $ 5,311,188 . In addition to the placement fee and broker dealer commissions, the Company capitalized an additional $ 26,691 of other issuance costs associated with the offering which, net of amortization expense, offset with the net proceeds on the balance sheet. During the six months ended June 30, 2022, the Company sold an aggregate of 6,303 shares of Series C Preferred Stock for total gross proceeds of $ 6,297,617 . After deducting a placement fee and other expenses, the Company received net proceeds of $ 5,877,935 . In addition to the placement fee and broker dealer commissions, the Company capitalized an additional $ 18,383 of other issuance costs associated with the offering which, net of amortization expense, offset with the net proceeds on the balance sheet. As of June 30, 2023 there were 27,089 shares of Series C Preferred Stock issued and outstanding and the Series C Preferred Stock balance was made up of Series C Preferred Stock gross proceeds totaling $ 27,088,919 net of total unamortized debt issuance costs of $ 1,600,544 . As of December 31, 2022 there were 21,584 shares of Series C Preferred Stock issued and outstanding and the Series C Preferred Stock balance was made up of Series C Preferred Stock gross proceeds totaling $ 21,584,002 net of total unamortized debt issuance costs of $ 1,406,815 . Series D Cumulative Redeemable Preferred Stock On April 10, 2023, the Company filed a certificate of designation with the Nevada Secretary of State pursuant to which the Company designated 75,000 shares of its preferred stock as Series D Cumulative Redeemable Preferred Stock (the “Series D Preferred Stock”). The Series D Preferred Stock has the following voting powers, designations, preferences and relative rights, qualifications, limitations, or restrictions: Ranking . The Series D Preferred Stock ranks, as to dividend rights and rights upon liquidation, dissolution, or winding up, senior to the Common Stock and pari passu with the Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock. The terms of the Series D Preferred Stock will not limit the Company’s ability to (i) incur indebtedness or (ii) issue additional equity securities that are equal or junior in rank to the shares of Series D Preferred Stock as to distribution rights and rights upon liquidation, dissolution or winding up. Stated Value . Each share of Series D Preferred Stock has an initial stated value of $ 1,000 , subject to appropriate adjustment in relation to certain events, such as recapitalizations, stock dividends, stock splits, stock combinations, reclassifications or similar events affecting the Series D Preferred Stock. Dividend Rate and Payment Dates . Dividends on the Series D Preferred Stock are cumulative and payable monthly in arrears to all holders of record on the applicable record date. Holders of Series D Preferred Stock are entitled to receive cumulative monthly cash dividends at a per annum rate of 9.5 % of the stated value (or $ 7.81 per share each month based on the initial stated value); provided that upon an event of default (generally defined as the Company’s failure to pay dividends when due or to redeem shares when requested by a holder), such amount shall be increased to 10.5 % of the stated value (or $ 8.63 per month based on the initial stated value). During the six months ended June 30, 2023, the Company paid dividends of $ 1,132 . Exit Premium . Holders of Series D Preferred Stock are entitled to receive upon redemption or repurchase, or upon a liquidation, dissolution or winding up of the Company, a premium equal to 1 % of the stated value per share, accruing upon each anniversary of issuance for the first five years from issuance and shall be payable to the recordholder of such stock at the time of redemption, repurchase, liquidation, dissolution or winding up of the Company (the “Exit Premium”). Liquidation Preference . Upon a liquidation, dissolution or winding up of the Company, holders of shares of Series D Preferred Stock will be entitled to receive, before any payment or distribution is made to the holders of Common Stock and on a pari passu basis with holders of Series A Preferred Stock, Series B Stock and Series C Preferred Stock, a liquidation preference equal to the stated value per share, plus any accrued but unpaid dividends and the Exit Premium. Redemption Request at the Option of a Holder . Once per calendar quarter, a holder will have the opportunity to request that the Company redeem that holder’s Series D Preferred Stock. The board of directors may, however, suspend cash redemptions at any time in its discretion if it determines that it would not be in the best interests of the Company to effectuate cash redemptions at a given time because the Company does not have sufficient cash, including because the board believes that the Company’s cash on hand should be utilized for other business purposes. Redemptions occurring prior to the fifth (5 th ) anniversary from the date of issuance will be limited to five percent ( 5 %) of the total outstanding Series D Preferred Stock per quarter and any redemptions in excess of such limit or to the extent suspended, shall be redeemed in subsequent quarters on a first come, first served, basis. The Company will redeem shares at a redemption price equal to the stated value of such redeemed shares, plus any accrued but unpaid dividends thereon and the Exit Premium, less the applicable redemption fee (if any) specified below: (i) 10 % discount to stated value on shares redeemed on or before the first anniversary of the original issuance date of the shares; (ii) 10 % discount to stated value on shares redeemed after the first anniversary and on or before the second anniversary of the original issuance date of the shares; (iii) 8 % discount to stated value on shares redeemed after the second anniversary and on or before the third anniversary of the original issuance date of the shares; (iv) 6 % discount to stated value on shares redeemed after the third anniversary and on or before the fourth anniversary of the original issuance date; (v) 4 % discount to stated value on shares redeemed after the fourth anniversary and on or before the fifth anniversary of the original issuance date; and (vi) 0 % discount to stated value on shares redeemed after the fifth anniversary of the original issuance date. Optional Redemption by the Company . The Company has the right (but not the obligation) to redeem shares of Series D Preferred Stock at a redemption price equal to the stated value of such redeemed shares, plus any accrued but unpaid dividends thereon and the Exit Premium. Optional Repurchase Upon Death or Total Disability of a Holder . Within sixty (60) days of the death or Total Permanent Disability (as defined in the certificate of designation) of a holder, the holder or the estate of such holder (in the event of death) may request that the Company repurchase, in whole but not in part, without penalty, the Series D Preferred Stock held by such holder at a redemption price equal to the stated value of such redeemed shares, plus any accrued but unpaid dividends thereon. Voting Rights . The Series D Preferred Stock has no voting rights relative to matters submitted to a vote of stockholders (other than as required by law). However, the Company may not, without the affirmative vote or written consent of the holders of a majority of the then issued and outstanding Series D Preferred Stock: (i) amend or waive any provision of the certificate of designation or otherwise take any action that modifies any powers, rights, preferences, privileges or restrictions of the Series D Preferred Stock (other than an amendment solely for the purpose of changing the number of shares of Series D Preferred Stock designated for issuance as provided in the certificate of designation); (ii) authorize, create or issue shares of any class of stock having rights, preferences or privileges as to dividends or distributions upon a liquidation that are superior to the Series D Preferred Stock; or (iii) amend the Company’s articles of incorporation in a manner that adversely and materially affects the rights of the Series D Preferred Stock. No Conversion Right . The Series D Preferred Stock is not convertible into shares of Common Stock. As of June 30, 2023 , there were 738 shares of Series D Preferred Stock issued and outstanding and the Series D Preferred Stock balance was made up of Series D Preferred Stock, net of commissions, totaling $ 654,359 and accretion of put options totaling $ 307 . During the six months ended June 30, 2023, the Company sold an aggregate of 738 shares of Series D Preferred Stock for total gross proceeds of $ 737,635 . After deducting a placement fee and other expenses, the Company received net proceeds of $ 654,359 . Common Stock The Company is authorized to issue up to 200,000,000 shares of Common Stock, par value $ 0.01 per share. As of June 30, 2023 and December 31, 2022, there were 12,493,012 shares of Common Stock issued and outstanding. No shares of Common Stock were issued during the six months ended June 30, 2023. and 2022 Equity Incentive Plan In December 2017, the Board of Directors, with the approval of a majority of the stockholders of the Company, adopted the Manufactured Housing Properties Inc. Stock Compensation Plan (the “Plan”) which is administered by the Compensation Committee. As of June 30, 2023 , there were 588,842 shares granted and 411,158 shares remaining available under the Plan. The Company has issued options to directors, officers, and employees under the Plan. During the six months ended June 30, 2023 and 2022 , the Company issued 50,000 and 145,000 options and recorded stock option expense of $ 226,333 and $ 77,822 , respectively. The aggregate fair value of the options issued during the six months ended June 30, 2023 was $ 65,817 . The vesting schedule for 50,000 options issued to an officer in January 2023 is as follows: one third vests after one year, and two thirds vest in equal installments over the succeeding two-year period. With the exception of 50,000 options issued in January 2023 and an additional 50,000 options issued in December 2022, all options were granted at a price of $ 0.01 per share, which represents a price that may be deemed to be below the market value per share of the Company’s common stock as defined by the Plan. The following table summarizes the stock options outstanding as of June 30, 2023: Number of Weighted Weighted Outstanding at December 31, 2022 538,842 $ 0.01 6.6 Granted 50,000 1.32 9.6 Exercised — — — Forfeited / cancelled / expired — — — Outstanding at June 30, 2023 588,842 $ 0.16 6.6 Exercisable at June 30, 2023 423,842 0.03 5.6 As of June 30, 2023 , there were 538,842 “in-the-money” options with an aggregate intrinsic value of $ 508,954 . The aggregate intrinsic value represents the total intrinsic value (the difference between the Company’s closing stock price at fiscal year-end and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holder had all options holders exercised their options on June 30, 2023. The following table summarizes information concerning options outstanding as of June 30, 2023. Strike Price Outstanding Weighted Weighted Vested stock Weighted $ 1.32 50,000 9.6 $ 1.32 - $ - $ 0.01 288,675 4.9 $ 0.01 288,675 $ 0.01 $ 0.01 13,500 7.0 $ 0.01 13,500 $ 0.01 $ 0.01 50,000 8.0 $ 0.01 50,000 $ 0.01 $ 0.01 – 0.50 186,667 8.5 $ 0.14 71,667 $ 0.12 The table below presents the weighted average expected life in years of options granted under the Plan as described above. The risk-free rate of the stock options is based on the U.S. Treasury yield curve in effect at the time of grant, which corresponds with the expected term of the option granted. The fair value of stock options was estimated using the Black Scholes option pricing model with the following assumptions for grants made during the periods indicated. Stock option assumptions June 30, June 30, Risk-free interest rate 1.40 - 3.98 % 1.55 - 1.76 % Expected dividend yield 0.00 % 0.00 % Expected volatility 223.05 - 249.77 % 245.51 % Expected life of options (in years) 6.5 - 7 6.5 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 8 – RELATED PARTY TRANSACTIONS See Note 5 for information regarding the revolving promissory note issued to Gvest Real Estate Capital, LLC, an entity whose sole owner is Raymond M. Gee, the Company’s chairman and chief executive officer, and the revolving promissory note issued to NAV Real Estate, LLC, an entity whose owners are Adam Martin, the Company’s chief investment officer, and his spouse. In August 2019, the Company entered into an office lease agreement with 136 Main Street LLC, an entity whose sole owner is Gvest Real Estate LLC, whose sole owner is Mr. Gee, for the lease of the Company’s offices. The lease is $ 12,000 per month and is on a month-to-month term. During the six months ended June 30, 2023 and 2022 , the Company paid $ 72,000 of rent expense to 136 Main Street LLC. During the three months ended June 30, 2023 and 2022 , the Company paid $ 36,000 of rent expense to 136 Main Street LLC. On September 1, 2022, the Company entered into a consulting agreement with Gvest Real Estate Capital, LLC for development consulting and management services related to several upcoming mobile home community development projects at the Sunnyland and Raeford properties and assistance with major capital improvement projects at existing communities. The consulting agreement is $ 8,000 per month and is on a month-to-month term. During the six months ended June 30, 2023 , the Company paid $ 48,000 for development consulting services to Gvest Real Estate Capital LLC. During the three months ended June 30, 2023, the Company paid $ 24,000 for development consulting services to Gvest Real Estate Capital LLC. On April 1, 2022, the Company entered into an agreement with Gvest Capital LLC, an entity whose sole owner is Raymond M. Gee, and its employee Michael P. Kelly, a significant beneficial stockholder, whereby the Company pays a fee per completed acquisition and a monthly retainer fee to Mr. Kelly for legal services in connection with acquisitions and other operating matters. During the three and six months ended June 30, 2023 , the company paid Mr. Kelly $ 20,000 and $ 45,000 , respectively. During the three and six months ended June 30, 2022, the company paid Mr. Kelly $ 35,000 . During the six months ended June 30, 2023 , Raymond M. Gee received fees totaling $ 245,000 for his personal guaranty on certain promissory notes relating to the acquisition and refinancing of mobile home communities owned by the Company, in relation to the Merritt Place MHP and County Aire MHP acquisitions paid at closing. The Company also accrued a $ 245,000 guaranty fee owed to Raymond M. Gee, in relation to the Palm Shadows MHP acquisition to be paid at a later date which is still outstanding and unpaid as of June 30, 2023. During the six months ended June 30, 2022, Raymond M. Gee received fees totaling $ 620,000 for his personal guaranty on certain promissory notes relating to the acquisitions of mobile home communities owned by the Company, including $ 250,000 in relation to the Asheboro and Morganton acquisitions which were accrued for at December 31, 2021 and paid in January 2022. The Company also accrued a $ 1,000,000 guaranty fee owed to Raymond M. Gee, during the year ended December 31, 2022 for his personal guaranty of the KeyBank $ 62,000,000 portfolio refinance made up of several loans to be paid at a later date which is still outstanding and unpaid as of June 30, 2023. See Note 2 for information regarding related party VIEs. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 9 – SUBSEQUENT EVENTS Additional Closings of Regulation A Offering Subsequent to June 30, 2023, the Company sold an aggregate of 40 shares of Series C Preferred Stock in additional closings of this offering for total gross proceeds of $ 40,000 . After deducting a placement fee, the Company received net proceeds of approximately $ 37,300 . Additional Closings of Regulation D Offering Subsequent to June 30, 2023, the Company sold an aggregate of 1,576 shares of Series D Preferred Stock in additional closings of this offering for total gross proceeds of $ 1,576,000 . After deducting a placement fee, the Company received net proceeds of approximately $ 1,434,840 . |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Variable Interest Entities [Abstract] | |
Organization | Organization Manufactured Housing Properties Inc. (the “Company”) is a Nevada corporation whose principal activities are to acquire, own, and operate manufactured housing communities. |
Basis of Presentation | Basis of Presentation The Company prepares its unaudited condensed financial statements under the accrual basis of accounting, in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with GAAP for interim financial information and with the instructions to Form 10-Q of Regulation S-X. They do not include all information and footnotes required by GAAP for complete financial statements. The December 31, 2022 condensed consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by GAAP. However, except as disclosed herein, there has been no material change in the information disclosed in the notes to the consolidated financial statements for the year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on March 29, 2023. The interim unaudited condensed consolidated financial statements should be read in conjunction with those consolidated financial statements included in the Form 10-K. In the opinion of management, all adjustments considered necessary for a fair statement of the financial statements, consisting solely of normal recurring adjustments, have been made. Operating results for the six months ended June 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. |
Principles of Consolidation | Principles of Consolidation The unaudited condensed consolidated financial statements include the accounts of the Company, entities controlled by the Company through its direct or indirect ownership of a majority interest, and any other entities in which the Company has a controlling financial interest. The Company consolidates variable interest entities (“VIEs”) where the Company is the primary beneficiary. The primary beneficiary of a VIE is the party that has both the power to direct the activities that most significantly impact the VIE’s economic performance, and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. The Company’s formation of all subsidiaries and VIEs’ date of consolidation are as follows: Name of Subsidiary State of Formation Date of Formation Ownership Pecan Grove MHP LLC North Carolina October 12, 2016 100 % Azalea MHP LLC North Carolina October 25, 2017 100 % Holly Faye MHP LLC North Carolina October 25, 2017 100 % Chatham Pines MHP LLC North Carolina October 31, 2017 100 % Maple Hills MHP LLC North Carolina October 31, 2017 100 % Lakeview MHP LLC South Carolina November 1, 2017 100 % MHP Pursuits LLC North Carolina January 31, 2019 100 % Mobile Home Rentals LLC North Carolina September 30, 2016 100 % Hunt Club MHP LLC South Carolina March 8, 2019 100 % B&D MHP LLC South Carolina April 4, 2019 100 % Crestview MHP LLC North Carolina June 28, 2019 100 % Springlake MHP LLC Georgia October 10, 2019 100 % ARC MHP LLC South Carolina November 13, 2019 100 % Countryside MHP LLC South Carolina March 12, 2020 100 % Evergreen MHP LLC Tennessee March 17, 2020 100 % Golden Isles MHP LLC Georgia March 16, 2021 100 % Anderson MHP LLC South Carolina June 2, 2021 100 % Capital View MHP LLC South Carolina August 6, 2021 100 % Hidden Oaks MHP LLC South Carolina August 6, 2021 100 % North Raleigh MHP LLC North Carolina September 16, 2021 100 % Carolinas 4 MHP LLC North Carolina November 30, 2021 100 % Charlotte 3 Park MHP LLC North Carolina December 10, 2021 100 % Sunnyland MHP LLC Georgia January 7, 2022 100 % Warrenville MHP LLC South Carolina February 15, 2022 100 % Solid Rock MHP LLC South Carolina June 6, 2022 100 % Spaulding MHP LLC Georgia June 10, 2022 100 % Raeford MHP Development LLC North Carolina June 20, 2022 100 % Solid Rock MHP Homes LLC South Carolina June 22, 2022 100 % Country Estates MHP LLC (1) North Carolina July 6, 2022 100 % Statesville MHP LLC North Carolina July 6, 2022 100 % Timberview MHP LLC North Carolina July 7, 2022 100 % Red Fox MHP LLC North Carolina July 7, 2022 100 % Northview MHP LLC North Carolina July 8, 2022 100 % Meadowbrook MHP LLC South Carolina July 25, 2022 100 % Sunnyland 2 MHP LLC Georgia July 27, 2022 100 % Dalton 3 MHP LLC (1) Georgia August 8, 2022 100 % MHP Home Holdings LLC North Carolina August 17, 2022 100 % Glynn Acres MHP LLC Georgia September 9, 2022 100 % Wake Forest 2 MHP LLC North Carolina October 27, 2022 100 % Country Aire MHP LLC South Carolina December 1, 2022 100 % Mobile Cottage MHP LLC North Carolina December 7, 2022 100 % Merritt Place MHP LLC Georgia December 6, 2022 100 % MHR Home Development LLC Delaware January 19, 2023 100 % Palm Shadows LLC Texas April 12, 2023 100 % Gvest Finance LLC North Carolina December 11, 2018 VIE Gvest Homes I LLC Delaware November 9, 2020 VIE Brainerd Place LLC Delaware February 24, 2021 VIE Bull Creek LLC Delaware April 13, 2021 VIE Gvest Anderson Homes LLC Delaware June 22, 2021 VIE Gvest Capital View Homes LLC Delaware August 6, 2021 VIE Gvest Hidden Oaks Homes LLC Delaware August 6, 2021 VIE Gvest Springlake Homes LLC Delaware September 24, 2021 VIE Gvest Carolinas 4 Homes LLC Delaware November 13, 2021 VIE Gvest Sunnyland Homes LLC Delaware January 6, 2022 VIE Gvest Warrenville Homes LLC Delaware February 14, 2022 VIE Gvest Wake Forest 2 Homes LLC North Carolina October 27, 2022 VIE (1) During the six months ended June 30, 2023, there was no activity in Country Estates MHP LLC and Dalton 3 MHP LLC. All intercompany transactions and balances have been eliminated in consolidation. The Company does not have a majority or minority interest in any other company, either consolidated or unconsolidated. |
Revenue Recognition | Revenue Recognition Rental and related income is generated from lease agreements for our manufactured housing sites and homes. The lease component of these agreements is accounted for under Topic 842 of the Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, for leases. Under ASC 842, the Company must assess on an individual lease basis whether it is probable that we will collect the future lease payments. The Company considers the tenant’s payment history and current credit status when assessing collectability. When collectability is not deemed probable, the Company will write-off the tenant’s receivables, including straight-line rent receivable, and limit lease income to cash received. The Company’s revenues primarily consist of rental revenues and other rental related fee income. The Company has the following revenue sources and revenue recognition policies: • Rental revenues include revenues from the leasing of land lot or a combination of both, the mobile home and land at our properties to tenants. • Revenues from the leasing of land lot or a combination of both, the mobile home and land at the Company’s properties to tenants include (i) lease components, including land lot or a combination of both, the mobile home and land, and (ii) reimbursement of utilities and account for the components as a single lease component in accordance with ASC 842. • Revenues derived from fixed lease payments are recognized on a straight-line basis over the non-cancelable period of the lease. The Company commences rental revenue recognition when the underlying asset is available for use by the lessee. Revenues derived from the reimbursement of utilities are generally recognized in the same period as the related expenses are incurred. The majority of the Company’s leases are month-to-month. Revenue from sales of manufactured homes is recognized in accordance with the core principle of ASC 606, at the time of closing when control of the home transfers to the customer. After closing of the sale transaction, the Company generally has no remaining performance obligation. |
Accounts Receivable | Accounts Receivable Accounts receivable consist primarily of amounts currently due from residents. Accounts receivable are reported in the balance sheet at outstanding principal adjusted for any charge-offs and allowance for losses. The Company records an allowance for bad debt when receivables are over 90 days old. |
Variable Interest Entities | Variable Interest Entities In December 2020, the Company entered into a property management agreement with Gvest Finance LLC, a company owned and controlled by the Company’s parent company, Gvest Real Estate Capital LLC, an entity whose sole owner is Raymond M. Gee, the Company’s chairman and chief executive officer, and has subsequently entered into property management agreements with Gvest Homes I LLC, Gvest Anderson Homes LLC, Gvest Capital View Homes LLC, Gvest Hidden Oaks Homes LLC, Gvest Springlake Homes LLC, Gvest Carolinas 4 Homes LLC, Gvest Sunnyland Homes LLC, Gvest Warrenville Homes LLC and Gvest Wake Forest 2 Homes LLC, which are all wholly owned subsidiaries of Gvest Finance LLC. Under the property management agreements, the Company manages the homes owned by the VIEs and the VIEs remit to the Company all income, less any sums paid out for operational expenses and debt service but retain 5 % of the debt service payment as a reserve. Additionally, during 2021, the Company formed two entities, Brainerd Place LLC and Bull Creek LLC, for the purpose of exploring opportunities to develop mobile home communities. The Company owns 49 % of these entities and Gvest Real Estate LLC, an entity whose sole owner is Raymond M. Gee, owns 51 %. The Company also executed operating agreements with these entities which designate Gvest Capital Management LLC, a company owned and controlled by Gvest Real Estate Capital LLC, as manager with the authority, power, and discretion to manage and control the entities’ business decisions. The operating agreements require the Company to make cash contributions to the entities to fund their activities, operations, and existence, if the Company approves the contribution requests from the manager, which ultimately provides the Company with power to direct the economically significant activities of these entities. Pursuant to U.S. generally accepted accounting principles, or GAAP, a company with interests in a VIE must consolidate the entity if the company is deemed to be the primary beneficiary of the VIE; that is, if it has both (1) the power to direct the economically significant activities of the entity and (2) the obligation to absorb losses of, or the right to receive benefits from, the entity that could potentially be significant to the VIE. Such a determination requires management to evaluate circumstances and relationships that may be difficult to understand and to make a significant judgment, and to repeat the evaluation at each subsequent reporting date. Primarily due to the Company’s common ownership by Mr. Gee, its power to direct the activities of these entities that most significantly impact their economic performance, and the fact that the Company has the obligation to absorb losses or the right to receive benefits from these entities that could potentially be significant to these entities, the entities listed above are considered to be VIEs in accordance with applicable GAAP. |
Net Income (Loss) Per Share | Net Income (Loss) Per Share Basic net income (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding, including vested penny stock options during the period. Diluted net income (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding plus the weighted average number of net shares that would be issued upon exercise of stock options pursuant to the treasury stock method. For the six months ended June 30, 2023, the potentially dilutive penny options for the purchase of 423,842 shares of Common Stock were included in basic loss per share. Other securities outstanding as of June 30, 2023 not included in dilutive loss per share, as the effect would be anti-dilutive, were 165,000 unvested stock options and 1,826,000 shares of Series A Cumulative Redeemable Convertible Preferred Stock, which are convertible into Common Stock for a total of 1,826,000 shares. For the six months ended June 30, 2022 , the potentially dilutive penny options for the purchase of 428,176 shares of Common Stock were included in basic loss per share. Other securities outstanding as of June 30, 2022 not included in dilutive loss per share, as the effect would be anti-dilutive, were 146,666 unvested stock options and 1,886,000 shares of Series A Cumulative Redeemable Convertible Preferred Stock, which are convertible into Common Stock for a total of 1,886,000 shares. |
Use of Estimates | Use of Estimates The presentation of financial statements in conformity with GAAP requires management to make estimates and assumptions that effect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates. |
Leases | Leases Rental revenue is generated from lease agreements with tenants for lease of the Company’s sites and manufactured homes where the Company is the lessor. The terms of these leases are generally annual or month-to-month and are renewable upon the consent of both parties and contain no option to purchase the underlying asset. Therefore, these leases are accounted for as operating leases in accordance with ASC 842. The Company is the lessee in a lease agreement for its corporate office space with a related party entity owned and controlled by Raymond M. Gee, the Company’s CEO and chairman. The lease term for the office is month-to-month, the lease is terminable by either party if written, thirty-day notice is given, and the lease contains no option to purchase the facility. This lease is accounted for as an operating lease. Pursuant to ASC 842-20-25-2, the Company, as the lessee, has elected the short-term lease measurement exception whereby lease expense is recognized on a straight-line basis over the term of the lease with no right-of-use asset or lease liability recognized on the consolidated balance sheet. |
Acquisitions | Acquisitions The Company accounts for acquisitions as asset acquisitions in accordance with ASC 805, “Business Combinations,” and allocates the purchase price of the property based upon the fair value of the assets acquired, which generally consist of land, site and land improvements, buildings and improvements, rental homes and intangibles. The Company allocates the purchase price of an acquired property generally determined by a third-party purchase price allocation report obtained in conjunction with the purchase based on appraisals. |
Intangibles | Intangibles The Company's intangible assets include trademarks and trade names. These intangible assets are recorded in Other Assets on the Consolidated Balance Sheet. The valuation of intangibles is generally determined by a third-party purchase price allocation report obtained in conjunction with an acquisition purchase based on appraisals. Acquisition costs allocated to intangible assets are capitalized. The Company's intangibles and associated acquisition costs are amortized over a 15 -year estimated useful life on a straight line basis commencing on the date of acquisition. As of June 30, 2023, intangibles consisted of $ 613,783 . As of June 30, 2023, accumulated amortization of intangible assets and related acquisition costs was $ 8,737 . |
Debt Issuance Costs | Debt Issuance Costs Costs incurred in connection with obtaining financing are deferred and amortized on a straight-line basis over the term of the related obligation with the amortization included as a component of interest expense in the statement of operations. The unamortized balance of the debt issuance costs is presented in the consolidated balance sheet as direct reduction from the carrying amount of the debt. Upon prepayment, refinance, or substantial modification of a debt obligation, the related unamortized costs are written off to expense. |
Investment Property and Depreciation | Investment Property and Depreciation Investment real property and equipment are carried at cost. Depreciation of buildings, improvements to sites and buildings, rental homes, equipment, and vehicles is computed principally on the straight-line method over the estimated useful lives of the assets (ranging from 3 to 25 years). Land development costs are not depreciated until they are put in use, at which time they are capitalized as land improvements. Interest Expense pertaining to Land Development Costs are capitalized. Maintenance and Repairs are charged to expense as incurred and improvements are capitalized. The costs and related accumulated depreciation of property sold or otherwise disposed of are removed from the financial statement and any gain or loss is reflected in the current period’s results of operations. |
Impairment Policy | Impairment Policy The Company applies FASB ASC 360-10, “Property, Plant & Equipment,” to measure impairment in real estate investments. Rental properties are individually evaluated for impairment when conditions exist which may indicate that it is probable that the sum of expected future cash flows (on an undiscounted basis without interest) from a rental property is less than the carrying value under its historical net cost basis. These expected future cash flows consider factors such as future operating income, trends and prospects as well as the effects of leasing demand, competition and other factors. Upon determination that a permanent impairment has occurred, rental properties are reduced to their fair value. For properties to be disposed of, an impairment loss is recognized when the fair value of the property, less the estimated cost to sell, is less than the carrying amount of the property measured at the time there is a commitment to sell the property and/or it is actively being marketed for sale. A property to be disposed of is reported at the lower of its carrying amount or its estimated fair value, less its cost to sell. Subsequent to the date that a property is held for disposition, depreciation expense is not recorded. There was no impairment during the three and six months ended June 30, 2023 and 2022, respectively. |
Cash, Cash Equivalents, and Restricted Cash | Cash, Cash Equivalents, and Restricted Cash The Company considers all highly liquid financial instruments purchased with an original maturity of three months or less to be cash equivalents. As of June 30, 2023, the restricted cash balance of $ 5,374,687 was comprised of $ 957,714 of cash reserved for tenant security deposits and lender escrows for capital improvements, insurance, and real estate taxes in the amount of $ 4,416,973 . As of December 31, 2022, the restricted cash balance of $ 5,315,246 was comprised of $ 879,676 of cash reserved for tenant security deposits and lender escrows for capital improvements, insurance, and real estate taxes in the amount of $ 4,435,570 . The Company maintains cash balances at banks and deposits at times may exceed federally insured limits. Management believes that the financial institutions that hold the Company’s cash are financially secure and, accordingly, minimal credit risk exists. At June 30, 2023 and December 31, 2022, the Company had approximately $ 1,168,956 and $ 4,006,000 above the FDIC-insured limit, respectively. |
Liquidity | Liquidity The unaudited condensed financial statements have been prepared in conformity with GAAP, which contemplate continuation of the Company as a going concern. The Company has incurred net losses each quarter since inception and has experienced slightly negative cash flows from operations during the six months ended June 30, 2023. The Company is in an acquisitive, growth stage whereby it has more than doubled the number of home sites in its portfolio of manufactured housing communities over the past two years. The Company acquires communities and invests in physical improvements, implements operational efficiencies to cut costs, works to improve occupancy and collections, and increases rents based on each respective market all to stabilize the acquired communities to their full potential. The Company has incurred additional corporate payroll and overhead and interest expense in order to accomplish such growth which has driven losses and used operating cash flow. The Company’s principal demands for cash are operating and administrative expenses, dividends on preferred stock, debt service payments, capital expenditures to improve properties, and community acquisitions. The Company expects to fund its operating cash requirements over the next year through a combination of cash on hand, net cash provided by its property operations, and if necessary, borrowings from related party lines of credit available for working capital or other cash flow needs. The Company’s continued growth depends on the availability of suitable properties which meet the Company’s investment criteria and appropriate financing, which includes its ability to raise capital. There is no guarantee that any of these additional opportunities will materialize or that the Company will be able to take advantage of such opportunities. There can be no assurance that financing will be available in amounts or terms acceptable to the Company, if at all. Proceeds from issuance of Series C Preferred Stock and cash held in escrow with lenders will fund the Company’s capital improvement projects and acquisitions. To the extent that funds or appropriate communities are not available, fewer acquisitions and capital improvements will be made. |
Stock Based Compensation | Stock Based Compensation All stock-based payments to employees, nonemployee consultants, and to nonemployee directors for their services as directors, including any grants of restricted stock and stock options, are measured at fair value on the grant date and recognized in the statements of operations as compensation or other expense over the relevant service period in accordance with FASB ASC Topic 718. Stock based payments to non-employees are recognized as an expense over the period of performance. Such payments are measured at fair value at the earlier of the date a performance commitment is reached, or the date performance is completed. In addition, for awards that vest immediately and are nonforfeitable, the measurement date is the date the award is issued. The Company recorded stock option expense of $ 226,333 and $ 77,822 during the six months ended June 30, 2023 and 2022 , respectively. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company follows paragraph 825-10-50-10 of the FASB ASC for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB ASC to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in GAAP and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. Most of the Company’s financial assets do not have a quoted market value. Therefore, estimates of fair value are necessarily based on a number of significant assumptions (many of which involve events outside the control of management). Such assumptions include assessments of current economic conditions, perceived risks associated with these financial instruments and their counterparties, future expected loss experience and other factors. Given the uncertainties surrounding these assumptions, the reported fair values represent estimates only and, therefore, cannot be compared to the historical accounting model. Use of different assumptions or methodologies is likely to result in significantly different fair value estimates. The fair value of cash and cash equivalents, accounts receivable, and accounts payable approximates their current carrying amounts since all such items are short-term in nature. The fair value of variable and fixed rate mortgages payable and lines of credit approximate their current carrying amounts on the balance sheet since such amounts payable are at approximately a weighted average current market rate of interest. |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, the Company determines deferred tax assets and liabilities on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company recognizes deferred tax assets to the extent that the Company believes that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If the Company determines that it would be able to realize its deferred tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. The Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (1) the Company determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. The Company recognizes interest and penalties, if any, with income tax expense in the accompanying unaudited condensed consolidated statement of operations. As of June 30, 2023 and December 31, 2022, there were no such accrued interest or penalties. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” ASU 2016-13 requires that entities use a new forward looking “expected loss” model that generally will result in the earlier recognition of allowance for credit losses. The measurement of expected credit losses is based upon historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. ASU No. 2016-13 is effective for annual reporting periods, including interim reporting periods within those periods, beginning after December 15, 2022. The Company adopted the new guidance on January 1, 2023 and determined it did no t have a material impact on its consolidated financial statements. Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying unaudited condensed consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies and Organization (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Variable Interest Entities [Abstract] | |
Schedule of subsidiaries and VIEs’ date of consolidation | Name of Subsidiary State of Formation Date of Formation Ownership Pecan Grove MHP LLC North Carolina October 12, 2016 100 % Azalea MHP LLC North Carolina October 25, 2017 100 % Holly Faye MHP LLC North Carolina October 25, 2017 100 % Chatham Pines MHP LLC North Carolina October 31, 2017 100 % Maple Hills MHP LLC North Carolina October 31, 2017 100 % Lakeview MHP LLC South Carolina November 1, 2017 100 % MHP Pursuits LLC North Carolina January 31, 2019 100 % Mobile Home Rentals LLC North Carolina September 30, 2016 100 % Hunt Club MHP LLC South Carolina March 8, 2019 100 % B&D MHP LLC South Carolina April 4, 2019 100 % Crestview MHP LLC North Carolina June 28, 2019 100 % Springlake MHP LLC Georgia October 10, 2019 100 % ARC MHP LLC South Carolina November 13, 2019 100 % Countryside MHP LLC South Carolina March 12, 2020 100 % Evergreen MHP LLC Tennessee March 17, 2020 100 % Golden Isles MHP LLC Georgia March 16, 2021 100 % Anderson MHP LLC South Carolina June 2, 2021 100 % Capital View MHP LLC South Carolina August 6, 2021 100 % Hidden Oaks MHP LLC South Carolina August 6, 2021 100 % North Raleigh MHP LLC North Carolina September 16, 2021 100 % Carolinas 4 MHP LLC North Carolina November 30, 2021 100 % Charlotte 3 Park MHP LLC North Carolina December 10, 2021 100 % Sunnyland MHP LLC Georgia January 7, 2022 100 % Warrenville MHP LLC South Carolina February 15, 2022 100 % Solid Rock MHP LLC South Carolina June 6, 2022 100 % Spaulding MHP LLC Georgia June 10, 2022 100 % Raeford MHP Development LLC North Carolina June 20, 2022 100 % Solid Rock MHP Homes LLC South Carolina June 22, 2022 100 % Country Estates MHP LLC (1) North Carolina July 6, 2022 100 % Statesville MHP LLC North Carolina July 6, 2022 100 % Timberview MHP LLC North Carolina July 7, 2022 100 % Red Fox MHP LLC North Carolina July 7, 2022 100 % Northview MHP LLC North Carolina July 8, 2022 100 % Meadowbrook MHP LLC South Carolina July 25, 2022 100 % Sunnyland 2 MHP LLC Georgia July 27, 2022 100 % Dalton 3 MHP LLC (1) Georgia August 8, 2022 100 % MHP Home Holdings LLC North Carolina August 17, 2022 100 % Glynn Acres MHP LLC Georgia September 9, 2022 100 % Wake Forest 2 MHP LLC North Carolina October 27, 2022 100 % Country Aire MHP LLC South Carolina December 1, 2022 100 % Mobile Cottage MHP LLC North Carolina December 7, 2022 100 % Merritt Place MHP LLC Georgia December 6, 2022 100 % MHR Home Development LLC Delaware January 19, 2023 100 % Palm Shadows LLC Texas April 12, 2023 100 % Gvest Finance LLC North Carolina December 11, 2018 VIE Gvest Homes I LLC Delaware November 9, 2020 VIE Brainerd Place LLC Delaware February 24, 2021 VIE Bull Creek LLC Delaware April 13, 2021 VIE Gvest Anderson Homes LLC Delaware June 22, 2021 VIE Gvest Capital View Homes LLC Delaware August 6, 2021 VIE Gvest Hidden Oaks Homes LLC Delaware August 6, 2021 VIE Gvest Springlake Homes LLC Delaware September 24, 2021 VIE Gvest Carolinas 4 Homes LLC Delaware November 13, 2021 VIE Gvest Sunnyland Homes LLC Delaware January 6, 2022 VIE Gvest Warrenville Homes LLC Delaware February 14, 2022 VIE Gvest Wake Forest 2 Homes LLC North Carolina October 27, 2022 VIE (1) During the six months ended June 30, 2023, there was no activity in Country Estates MHP LLC and Dalton 3 MHP LLC. |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Variable Interest Entities [Abstract] | |
Schedule of consolidated balance sheets | The consolidated balance sheets as of June 30, 2023 and December 31, 2022 included the following amounts related to the consolidated VIEs. June 30, December 31, (Unaudited) Assets Investment Property $ 15,388,605 $ 14,688,424 Accumulated Depreciation ( 1,303,541 ) ( 997,240 ) Net Investment Property 14,085,064 13,691,184 Cash and Cash Equivalents 43,526 40,080 Accounts Receivable 136,181 60,538 Other Assets 230,853 194,871 Total Assets $ 14,495,624 $ 13,986,673 Liabilities and Deficit Accounts Payable $ 106,749 $ 206,882 Notes Payable, net of $ 44,531 and $ 45,790 debt discount, respectively 3,025,069 3,035,455 Line of Credit, net of $ 205,877 and $ 160,372 debt discount, respectively 7,498,868 6,208,947 Accrued Liabilities (1) 6,141,364 6,306,178 Total Liabilities 16,772,050 15,757,462 Non-controlling Interest ( 2,276,426 ) ( 1,770,789 ) Total Non-controlling Interest in Variable Interest Entities ( 2,276,426 ) ( 1,770,789 ) (1) Included in accrued liabilities is an intercompany balance of $ 6,009,666 and $ 6,232,561 as of June 30, 2023 and December 31, 2022, respectively. The intercompany balances have been eliminated on the condensed consolidated balance sheet. |
Investment Property (Tables)
Investment Property (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment balances | The following table summarizes the Company’s property and equipment balances. These assets are generally depreciated on a straight-line basis. June 30, December 31, (Unaudited) Investment Property Land $ 37,403,653 $ 30,263,687 Site and Land Improvements 49,267,021 44,035,649 Buildings and Improvements 31,005,616 23,229,657 Construction in Process 1,726,093 2,541,376 Total Investment Property 119,402,383 100,070,369 Accumulated Depreciation ( 10,416,912 ) ( 8,225,976 ) Net Investment Property $ 108,985,471 $ 91,844,393 |
Acquisitions and Dispositions (
Acquisitions and Dispositions (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Acquisitions and Disposals [Abstract] | |
Schedule of information about acquisitions that occurred subsequent | Six Months Ended June 30, 2022 Acquisition Date Name (number of communities, if multiple) Land Improvements Building Intangibles Total January 2022 Sunnyland MHP $ 672,400 $ 891,580 $ — $ — $ 1,563,980 January 2022 Sunnyland Gvest — — 636,020 — 636,020 March 2022 Warrenville MHP 975,397 853,473 — — 1,828,870 March 2022 Warrenville Gvest — — 1,221,130 — 1,221,130 June 2022 Spaulding MHP 1,217,635 304,409 477,956 — 2,000,000 June 2022 Raeford MHP Parcel 650,000 — — — 650,000 Total Purchase Price $ 3,515,432 $ 2,049,462 $ 2,335,106 $ — $ 7,900,000 Acquisition Costs 139,502 78,757 60,356 — 278,615 Total Investment Property $ 3,654,934 $ 2,128,219 $ 2,395,462 $ — $ 8,178,615 Six Months Ended June 30, 2023 Acquisition Date Name (number of communities, if multiple) Land Improvements Building Intangibles Total January 2023 Country Aire MHP $ 4,661,722 $ 682,724 $ 5,554 $ — $ 5,350,000 January 2023 Merritt Place MHP 1,410,806 557,446 (1) 431,748 — 2,400,000 April 2023 Palm Shadows MHP 984,166 3,822,004 5,082,309 611,521 10,500,000 Total Purchase Price $ 7,056,694 $ 5,062,174 $ 5,519,611 $ 611,521 $ 18,250,000 Acquisition Costs 76,621 48,325 28,862 2,262 156,070 Total Investment Property $ 7,133,315 $ 5,110,499 $ 5,548,473 $ 613,783 $ 18,406,070 (1) Includes an allocation of $ 300,000 for 14 lots under development to be completed by seller and a respective note payable for the same amount has been included in accrued liabilities financial statement line item on the balance sheet as of June 30, 2023 . |
Promissory Notes (Tables)
Promissory Notes (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Promissory Notes [Abstract] | |
Schedule of outstanding principal balance | The following are the terms of these notes: Maturity Interest Interest Only Balance Balance Pecan Grove MHP LLC (1)(2) 9/1/2032 4.870 % 60 $ 4,489,000 $ 4,489,000 Azalea MHP LLC (1)(2) 9/1/2032 4.870 % 60 1,830,000 1,830,000 Holly Faye MHP LLC (1)(2) 9/1/2032 4.870 % 60 1,608,000 1,608,000 Chatham MHP LLC (1)(2) 9/1/2032 4.870 % 60 2,263,000 2,263,000 Lakeview MHP LLC (1)(2) 9/1/2032 4.870 % 60 3,229,000 3,229,000 B&D MHP LLC (1)(2) 9/1/2032 4.870 % 60 2,887,000 2,887,000 Hunt Club MHP LLC (1)(2) 9/1/2032 4.870 % 60 2,756,000 2,756,000 Crestview MHP LLC (1)(2) 9/1/2032 4.870 % 60 4,625,000 4,625,000 Maple Hills MHP LLC (1)(2) 9/1/2032 4.870 % 60 2,570,000 2,570,000 Springlake MHP LLC (1)(2) 9/1/2032 4.870 % 60 6,590,000 6,590,000 ARC MHP LLC (1)(2) 9/1/2032 4.870 % 60 3,687,000 3,687,000 Countryside MHP LLC (1)(2) 9/1/2032 4.870 % 60 4,343,000 4,343,000 Evergreen MHP LLC (1)(2) 9/1/2032 4.870 % 60 2,604,000 2,604,000 Golden Isles MHP LLC (1)(2) 9/1/2032 4.870 % 60 1,987,000 1,987,000 Anderson MHP LLC (1)(2) 9/1/2032 4.870 % 60 5,118,000 5,118,000 Capital View MHP LLC (1)(2) 9/1/2032 4.870 % 60 829,000 829,000 Hidden Oaks MHP LLC (1)(2) 9/1/2032 4.870 % 60 764,000 764,000 North Raleigh MHP LLC (1)(2) 9/1/2032 4.870 % 60 5,279,000 5,279,000 Charlotte 3 Park MHP LLC (Dixie) (1)(2)(3) 9/1/2032 4.870 % 60 485,000 485,000 Charlotte 3 Park MHP LLC (Driftwood) (1)(2) 9/1/2032 4.870 % 60 274,000 274,000 Carolinas 4 MHP LLC (Asheboro) (1)(2) 9/1/2032 4.870 % 60 1,374,000 1,374,000 Carolinas 4 MHP LLC (Morganton) (1)(2) 9/1/2032 4.870 % 60 1,352,000 1,352,000 Sunnyland MHP LLC (1)(2) 9/1/2032 4.870 % 60 1,057,000 1,057,000 Warrenville MHP LLC (1) 3/10/2027 5.590 % 36 1,218,870 1,218,870 Spaulding MHP LLC 7/22/2043 WSJ Prime + 1% 12 1,600,000 1,600,000 Solid Rock MHP LLC 6/30/2032 5.000 % 12 925,000 925,000 Red Fox MHP LLC 8/1/2032 5.250 % 24 2,250,000 2,250,000 Statesville MHP LLC – land (1) 9/13/2025 SOFR + 2.35% 36 1,519,925 1,519,925 Timberview MHP LLC – land (1) 9/13/2025 SOFR + 2.35% 36 1,418,075 1,418,075 Northview MHP LLC - land (Seller Finance) 9/15/2027 6.000 % 60 792,654 792,654 Statesville, Northview, Timberview MHP LLC - homes (Seller Finance) 9/15/2027 6.000 % 60 407,345 407,345 Glynn Acres MHP LLC 11/1/2042 6.000 % — 886,189 898,052 Wake Forest MHP LLC (Cooley’s Country road) (1) 12/10/2027 7.390 % 36 3,038,914 3,038,914 Mobile Cottage MHP LLC 12/20/2027 5.000 % 30 400,000 400,000 Gvest Finance LLC (B&D homes) 5/1/2024 5.000 % — 597,920 614,809 Gvest Finance LLC (Golden Isles homes) 3/31/2031 4.000 % 120 684,220 684,220 Warrenville Gvest Homes LLC (1) 3/10/2027 5.590 % 36 1,221,130 1,221,130 Gvest Wake Forest 2 Homes LLC (Cooley’s, Country Road home) (1) 12/10/2027 7.390 % 36 561,086 561,086 Merritt Place MHP LLC 1/27/2024 WSJ Prime + 1% 12 1,680,000 — Country Aire MHP LLC (1) 9/13/2025 SOFR + 2.35% 36 3,500,000 — Palm Shadows MHP LLC (4) 4/12/2033 7.030 % 12 5,930,000 — Total Notes Payable $ 90,631,328 $ 79,550,080 Discount Direct Lender Fees ( 3,873,258 ) ( 3,666,214 ) Total Net of Discount $ 86,758,070 $ 75,883,866 (1) The notes indicated above are subject to certain financial covenants. (2) On September 1, 2022, the Company, through its wholly owned subsidiaries, entered into twenty-three loan agreements with KeyBank National Association (“KeyBank”) and Fannie Mae for a total principal balance of $ 62,000,000 . The loan proceeds were primarily used to pay off third party notes and line of credit with various other lenders totaling approximately $ 54,000,000 , promissory note issued to Metrolina Loan Holdings, LLC for $ 1,500,000 and a revolving promissory Note issued to Gvest Real Estates Capital LLC for $ 2,000,000 . KeyBank withheld approximately $ 4,000,000 in escrow for planned capital projects to improve the financed communities which is included in restricted cash. The Company may prepay the notes in part or in full subject to prepayment penalties if repaid before May 31, 2032 , and without penalty if repaid on or subsequent to that date. The loans are secured by the real estate, which predominately excludes mobile homes, and are guaranteed by the Company and Raymond M. Gee. The Company capitalized $ 2,842,213 of debt issuance costs in connection with this refinancing including a $ 1,000,000 accrued guaranty fee owed to Raymond M. Gee to be paid at a later date. (3) The Company repaid the Charlotte 3 Park MHP LLC note payable of $ 1,500,000 on March 1, 2022 and recognized refinancing cost expense totaling $ 15,751 . This community was refinanced on April 14, 2022 with a different lender and the Company capitalized $ 258,023 of debt issuance costs related to the new note. (4) The Palm Shadows MHP LLC note contains a future earn out funding option, which allows the Company to draw down on an additional $ 1,420,000 non-revolving straight line of credit within the first 24 months of the term assuming certain debt coverage ratios are achieved. As of June 30, 2023, the Company has not exercised this option. |
Schedule of lines of credit – variable interest entities | Lines of Credit – Variable Interest Entities Facility Borrower Community Maturity Interest Maximum Balance Balance Occupied Home Facility (1) Gvest Homes I LLC ARC, Crestview, Maple, Countryside 01/01/30 8.375% $ 20,000,000 $ 3,715,287 $ 2,424,896 Multi-Community Rental Home Facility Gvest Finance LLC ARC, Golden Isles, Springlake, Various (2) Greater of 3.25% or Prime, + 375 bps $ 5,000,000 $ 2,458,188 $ 2,561,380 Multi-Community Floorplan Home Facility Gvest Finance LLC Golden Isles, Springlake, Sunnyland, Crestview, Meadowbrook Various (2) LIBOR + 6 – 8% based on days outstanding $ 4,000,000 $ 1,525,130 $ 1,383,043 Total Lines of Credit - VIEs $ 7,698,605 $ 6,369,319 Discount Direct Lender Fees $ ( 199,737 ) $ ( 160,372 ) Total Net of Discount $ 7,498,868 $ 6,208,947 (1) During the six months ended June 30, 2023 , Gvest Homes I LLC drew down $ 1,353,000 related to the Occupied Home Facility. (2) The maturity date of the of the Multi-Community Floorplan and Rental Line of Credit will vary based on each statement of financial transaction, a report identifying the funded homes and the applicable financial terms. |
Schedule of minimum annual principal payments of notes payable | The minimum annual principal payments of notes payable, related party debt and lines of credit at June 30, 2023 by fiscal year were: 2023 (remainder) $ 381,642 2024 $ 3,365,524 2025 $ 7,335,633 2026 $ 755,661 2027 $ 10,498,794 Thereafter $ 77,992,679 Total minimum principal payments $ 100,329,933 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Stockholders' Equity Note [Abstract] | |
Schedule of summarizes the stock options outstanding | The following table summarizes the stock options outstanding as of June 30, 2023: Number of Weighted Weighted Outstanding at December 31, 2022 538,842 $ 0.01 6.6 Granted 50,000 1.32 9.6 Exercised — — — Forfeited / cancelled / expired — — — Outstanding at June 30, 2023 588,842 $ 0.16 6.6 Exercisable at June 30, 2023 423,842 0.03 5.6 |
Schedule of summarizes information concerning options outstanding | The following table summarizes information concerning options outstanding as of June 30, 2023. Strike Price Outstanding Weighted Weighted Vested stock Weighted $ 1.32 50,000 9.6 $ 1.32 - $ - $ 0.01 288,675 4.9 $ 0.01 288,675 $ 0.01 $ 0.01 13,500 7.0 $ 0.01 13,500 $ 0.01 $ 0.01 50,000 8.0 $ 0.01 50,000 $ 0.01 $ 0.01 – 0.50 186,667 8.5 $ 0.14 71,667 $ 0.12 |
Schedule of black scholes option pricing model with the following assumptions for grants made during the periods indicated | The fair value of stock options was estimated using the Black Scholes option pricing model with the following assumptions for grants made during the periods indicated. Stock option assumptions June 30, June 30, Risk-free interest rate 1.40 - 3.98 % 1.55 - 1.76 % Expected dividend yield 0.00 % 0.00 % Expected volatility 223.05 - 249.77 % 245.51 % Expected life of options (in years) 6.5 - 7 6.5 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies and Organization (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 01, 2022 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies and Organization (Details) [Line Items] | ||||||
Debt service | 5% | |||||
Gvest real estate LLC percentage | 49% | |||||
Sole owner owns, percentage | 51% | |||||
Purchase of shares of common stock (in Shares) | 423,842 | 428,176 | ||||
Intangible assets | $ 613,783 | |||||
Accumulated amortization of intangible assets and related acquisition costs | $ 8,737 | |||||
Intangible assets estimated useful life | 15 years | |||||
Restricted cash | $ 5,374,687 | $ 810,280 | $ 5,315,246 | $ 705,195 | ||
Security deposits | 957,714 | 879,676 | ||||
Security deposits | 4,416,973 | 4,435,570 | $ 4,000,000 | |||
Federal deposit insurance corporation expense | 1,168,956 | 4,006,000 | ||||
Portfolio percentage | $ 226,333 | $ 77,822 | ||||
Tax benefit percentage | 50% | |||||
Uncertain tax positions, accrued interest and penalties | $ 0 | 0 | ||||
ASU No. 2016-13 [Member] | ||||||
Summary of Significant Accounting Policies and Organization (Details) [Line Items] | ||||||
New accounting standards guidance, adoption | true | |||||
New accounting standards guidance, adoption date | Jan. 01, 2023 | |||||
New accounting standards guidance, immaterial effect | true | |||||
Minimum [Member] | ||||||
Summary of Significant Accounting Policies and Organization (Details) [Line Items] | ||||||
Estimated useful lives | 3 years | |||||
Maximum [Member] | ||||||
Summary of Significant Accounting Policies and Organization (Details) [Line Items] | ||||||
Estimated useful lives | 25 years | |||||
Series A Cumulative Redeemable Convertible Preferred Stock [Member] | ||||||
Summary of Significant Accounting Policies and Organization (Details) [Line Items] | ||||||
Convertible preferred stock (in Shares) | 1,826,000 | 1,886,000 | ||||
Convertible common stock (in Shares) | 1,826,000 | 1,886,000 | ||||
Stock Option [Member] | ||||||
Summary of Significant Accounting Policies and Organization (Details) [Line Items] | ||||||
Convertible preferred stock (in Shares) | 165,000 | 146,666 | ||||
Restricted Cash [Member] | ||||||
Summary of Significant Accounting Policies and Organization (Details) [Line Items] | ||||||
Security deposits | $ 5,315,246 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies and Organization (Details) - Schedule of subsidiaries and VIEs’ date of consolidation | 6 Months Ended | |
Jun. 30, 2023 | ||
Pecan Grove MHP LLC [Member] | ||
Summary of Significant Accounting Policies and Organization (Details) - Schedule of subsidiaries and VIEs’ date of consolidation [Line Items] | ||
Name of Subsidiary | Pecan Grove MHP LLC | |
State of Formation | North Carolina | |
Date of Formation | October 12, 2016 | |
Ownership | 100% | |
Azalea MHP LLC [Member] | ||
Summary of Significant Accounting Policies and Organization (Details) - Schedule of subsidiaries and VIEs’ date of consolidation [Line Items] | ||
Name of Subsidiary | Azalea MHP LLC | |
State of Formation | North Carolina | |
Date of Formation | October 25, 2017 | |
Ownership | 100% | |
Holly Faye MHP LLC [Member] | ||
Summary of Significant Accounting Policies and Organization (Details) - Schedule of subsidiaries and VIEs’ date of consolidation [Line Items] | ||
Name of Subsidiary | Holly Faye MHP LLC | |
State of Formation | North Carolina | |
Date of Formation | October 25, 2017 | |
Ownership | 100% | |
Chatham Pines MHP LLC [Member] | ||
Summary of Significant Accounting Policies and Organization (Details) - Schedule of subsidiaries and VIEs’ date of consolidation [Line Items] | ||
Name of Subsidiary | Chatham Pines MHP LLC | |
State of Formation | North Carolina | |
Date of Formation | October 31, 2017 | |
Ownership | 100% | |
Maple Hills MHP LLC [Member] | ||
Summary of Significant Accounting Policies and Organization (Details) - Schedule of subsidiaries and VIEs’ date of consolidation [Line Items] | ||
Name of Subsidiary | Maple Hills MHP LLC | |
State of Formation | North Carolina | |
Date of Formation | October 31, 2017 | |
Ownership | 100% | |
Lakeview MHP LLC [Member] | ||
Summary of Significant Accounting Policies and Organization (Details) - Schedule of subsidiaries and VIEs’ date of consolidation [Line Items] | ||
Name of Subsidiary | Lakeview MHP LLC | |
State of Formation | South Carolina | |
Date of Formation | November 1, 2017 | |
Ownership | 100% | |
MHP Pursuits LLC [Member] | ||
Summary of Significant Accounting Policies and Organization (Details) - Schedule of subsidiaries and VIEs’ date of consolidation [Line Items] | ||
Name of Subsidiary | MHP Pursuits LLC | |
State of Formation | North Carolina | |
Date of Formation | January 31, 2019 | |
Ownership | 100% | |
Mobile Home Rentals LLC [Member] | ||
Summary of Significant Accounting Policies and Organization (Details) - Schedule of subsidiaries and VIEs’ date of consolidation [Line Items] | ||
Name of Subsidiary | Mobile Home Rentals LLC | |
State of Formation | North Carolina | |
Date of Formation | September 30, 2016 | |
Ownership | 100% | |
Hunt Club MHP LLC [Member] | ||
Summary of Significant Accounting Policies and Organization (Details) - Schedule of subsidiaries and VIEs’ date of consolidation [Line Items] | ||
Name of Subsidiary | Hunt Club MHP LLC | |
State of Formation | South Carolina | |
Date of Formation | March 8, 2019 | |
Ownership | 100% | |
B&D MHP LLC [Member] | ||
Summary of Significant Accounting Policies and Organization (Details) - Schedule of subsidiaries and VIEs’ date of consolidation [Line Items] | ||
Name of Subsidiary | B&D MHP LLC | |
State of Formation | South Carolina | |
Date of Formation | April 4, 2019 | |
Ownership | 100% | |
Crestview MHP LLC [Member] | ||
Summary of Significant Accounting Policies and Organization (Details) - Schedule of subsidiaries and VIEs’ date of consolidation [Line Items] | ||
Name of Subsidiary | Crestview MHP LLC | |
State of Formation | North Carolina | |
Date of Formation | June 28, 2019 | |
Ownership | 100% | |
Springlake MHP LLC [Member] | ||
Summary of Significant Accounting Policies and Organization (Details) - Schedule of subsidiaries and VIEs’ date of consolidation [Line Items] | ||
Name of Subsidiary | Springlake MHP LLC | |
State of Formation | Georgia | |
Date of Formation | October 10, 2019 | |
Ownership | 100% | |
ARC MHP LLC [Member] | ||
Summary of Significant Accounting Policies and Organization (Details) - Schedule of subsidiaries and VIEs’ date of consolidation [Line Items] | ||
Name of Subsidiary | ARC MHP LLC | |
State of Formation | South Carolina | |
Date of Formation | November 13, 2019 | |
Ownership | 100% | |
Countryside MHP LLC [Member] | ||
Summary of Significant Accounting Policies and Organization (Details) - Schedule of subsidiaries and VIEs’ date of consolidation [Line Items] | ||
Name of Subsidiary | Countryside MHP LLC | |
State of Formation | South Carolina | |
Date of Formation | March 12, 2020 | |
Ownership | 100% | |
Evergreen MHP LLC [Member] | ||
Summary of Significant Accounting Policies and Organization (Details) - Schedule of subsidiaries and VIEs’ date of consolidation [Line Items] | ||
Name of Subsidiary | Evergreen MHP LLC | |
State of Formation | Tennessee | |
Date of Formation | March 17, 2020 | |
Ownership | 100% | |
Golden Isles MHP LLC [Member] | ||
Summary of Significant Accounting Policies and Organization (Details) - Schedule of subsidiaries and VIEs’ date of consolidation [Line Items] | ||
Name of Subsidiary | Golden Isles MHP LLC | |
State of Formation | Georgia | |
Date of Formation | March 16, 2021 | |
Ownership | 100% | |
Anderson MHP LLC [Member] | ||
Summary of Significant Accounting Policies and Organization (Details) - Schedule of subsidiaries and VIEs’ date of consolidation [Line Items] | ||
Name of Subsidiary | Anderson MHP LLC | |
State of Formation | South Carolina | |
Date of Formation | June 2, 2021 | |
Ownership | 100% | |
Capital View MHP LLC [Member] | ||
Summary of Significant Accounting Policies and Organization (Details) - Schedule of subsidiaries and VIEs’ date of consolidation [Line Items] | ||
Name of Subsidiary | Capital View MHP LLC | |
State of Formation | South Carolina | |
Date of Formation | August 6, 2021 | |
Ownership | 100% | |
Hidden Oaks MHP LLC [Member] | ||
Summary of Significant Accounting Policies and Organization (Details) - Schedule of subsidiaries and VIEs’ date of consolidation [Line Items] | ||
Name of Subsidiary | Hidden Oaks MHP LLC | |
State of Formation | South Carolina | |
Date of Formation | August 6, 2021 | |
Ownership | 100% | |
North Raleigh MHP LLC [Member] | ||
Summary of Significant Accounting Policies and Organization (Details) - Schedule of subsidiaries and VIEs’ date of consolidation [Line Items] | ||
Name of Subsidiary | North Raleigh MHP LLC | |
State of Formation | North Carolina | |
Date of Formation | September 16, 2021 | |
Ownership | 100% | |
Carolinas 4 MHP LLC [Member] | ||
Summary of Significant Accounting Policies and Organization (Details) - Schedule of subsidiaries and VIEs’ date of consolidation [Line Items] | ||
Name of Subsidiary | Carolinas 4 MHP LLC | |
State of Formation | North Carolina | |
Date of Formation | November 30, 2021 | |
Ownership | 100% | |
Charlotte 3 Park MHP LLC [Member] | ||
Summary of Significant Accounting Policies and Organization (Details) - Schedule of subsidiaries and VIEs’ date of consolidation [Line Items] | ||
Name of Subsidiary | Charlotte 3 Park MHP LLC | |
State of Formation | North Carolina | |
Date of Formation | December 10, 2021 | |
Ownership | 100% | |
Sunnyland MHP LLC [Member] | ||
Summary of Significant Accounting Policies and Organization (Details) - Schedule of subsidiaries and VIEs’ date of consolidation [Line Items] | ||
Name of Subsidiary | Sunnyland MHP LLC | |
State of Formation | Georgia | |
Date of Formation | January 7, 2022 | |
Ownership | 100% | |
Warrenville MHP LLC [Member] | ||
Summary of Significant Accounting Policies and Organization (Details) - Schedule of subsidiaries and VIEs’ date of consolidation [Line Items] | ||
Name of Subsidiary | Warrenville MHP LLC | |
State of Formation | South Carolina | |
Date of Formation | February 15, 2022 | |
Ownership | 100% | |
Solid Rock MHP LLC [Member] | ||
Summary of Significant Accounting Policies and Organization (Details) - Schedule of subsidiaries and VIEs’ date of consolidation [Line Items] | ||
Name of Subsidiary | Solid Rock MHP LLC | |
State of Formation | South Carolina | |
Date of Formation | June 6, 2022 | |
Ownership | 100% | |
Spaulding MHP LLC [Member] | ||
Summary of Significant Accounting Policies and Organization (Details) - Schedule of subsidiaries and VIEs’ date of consolidation [Line Items] | ||
Name of Subsidiary | Spaulding MHP LLC | |
State of Formation | Georgia | |
Date of Formation | June 10, 2022 | |
Ownership | 100% | |
Raeford MHP Development LLC [Member] | ||
Summary of Significant Accounting Policies and Organization (Details) - Schedule of subsidiaries and VIEs’ date of consolidation [Line Items] | ||
Name of Subsidiary | Raeford MHP Development LLC | |
State of Formation | North Carolina | |
Date of Formation | June 20, 2022 | |
Ownership | 100% | |
Solid Rock MHP Homes LLC [Member] | ||
Summary of Significant Accounting Policies and Organization (Details) - Schedule of subsidiaries and VIEs’ date of consolidation [Line Items] | ||
Name of Subsidiary | Solid Rock MHP Homes LLC | |
State of Formation | South Carolina | |
Date of Formation | June 22, 2022 | |
Ownership | 100% | |
Country Estates MHP LLC [Member] | ||
Summary of Significant Accounting Policies and Organization (Details) - Schedule of subsidiaries and VIEs’ date of consolidation [Line Items] | ||
Name of Subsidiary | Country Estates MHP LLC(1) | [1] |
State of Formation | North Carolina | [1] |
Date of Formation | July 6, 2022 | [1] |
Ownership | 100% | [1] |
Statesville MHP LLC [Member] | ||
Summary of Significant Accounting Policies and Organization (Details) - Schedule of subsidiaries and VIEs’ date of consolidation [Line Items] | ||
Name of Subsidiary | Statesville MHP LLC | |
State of Formation | North Carolina | |
Date of Formation | July 6, 2022 | |
Ownership | 100% | |
Timberview MHP LLC [Member] | ||
Summary of Significant Accounting Policies and Organization (Details) - Schedule of subsidiaries and VIEs’ date of consolidation [Line Items] | ||
Name of Subsidiary | Timberview MHP LLC | |
State of Formation | North Carolina | |
Date of Formation | July 7, 2022 | |
Ownership | 100% | |
Red Fox MHP LLC [Member] | ||
Summary of Significant Accounting Policies and Organization (Details) - Schedule of subsidiaries and VIEs’ date of consolidation [Line Items] | ||
Name of Subsidiary | Red Fox MHP LLC | |
State of Formation | North Carolina | |
Date of Formation | July 7, 2022 | |
Ownership | 100% | |
Northview MHP LLC [Member] | ||
Summary of Significant Accounting Policies and Organization (Details) - Schedule of subsidiaries and VIEs’ date of consolidation [Line Items] | ||
Name of Subsidiary | Northview MHP LLC | |
State of Formation | North Carolina | |
Date of Formation | July 8, 2022 | |
Ownership | 100% | |
Meadowbrook MHP LLC [Member] | ||
Summary of Significant Accounting Policies and Organization (Details) - Schedule of subsidiaries and VIEs’ date of consolidation [Line Items] | ||
Name of Subsidiary | Meadowbrook MHP LLC | |
State of Formation | South Carolina | |
Date of Formation | July 25, 2022 | |
Ownership | 100% | |
Sunnyland 2 MHP LLC [Member] | ||
Summary of Significant Accounting Policies and Organization (Details) - Schedule of subsidiaries and VIEs’ date of consolidation [Line Items] | ||
Name of Subsidiary | Sunnyland 2 MHP LLC | |
State of Formation | Georgia | |
Date of Formation | July 27, 2022 | |
Ownership | 100% | |
Dalton 3 MHP LLC [Member] | ||
Summary of Significant Accounting Policies and Organization (Details) - Schedule of subsidiaries and VIEs’ date of consolidation [Line Items] | ||
Name of Subsidiary | Dalton 3 MHP LLC(1) | [1] |
State of Formation | Georgia | [1] |
Date of Formation | August 8, 2022 | [1] |
Ownership | 100% | [1] |
MHP Home Holdings LLC [Member] | ||
Summary of Significant Accounting Policies and Organization (Details) - Schedule of subsidiaries and VIEs’ date of consolidation [Line Items] | ||
Name of Subsidiary | MHP Home Holdings LLC | |
State of Formation | North Carolina | |
Date of Formation | August 17, 2022 | |
Ownership | 100% | |
Glynn Acres MHP LLC [Member] | ||
Summary of Significant Accounting Policies and Organization (Details) - Schedule of subsidiaries and VIEs’ date of consolidation [Line Items] | ||
Name of Subsidiary | Glynn Acres MHP LLC | |
State of Formation | Georgia | |
Date of Formation | September 9, 2022 | |
Ownership | 100% | |
Wake Forest 2 MHP LLC [Member] | ||
Summary of Significant Accounting Policies and Organization (Details) - Schedule of subsidiaries and VIEs’ date of consolidation [Line Items] | ||
Name of Subsidiary | Wake Forest 2 MHP LLC | |
State of Formation | North Carolina | |
Date of Formation | October 27, 2022 | |
Ownership | 100% | |
Country Aire MHP LLC [Member] | ||
Summary of Significant Accounting Policies and Organization (Details) - Schedule of subsidiaries and VIEs’ date of consolidation [Line Items] | ||
Name of Subsidiary | Country Aire MHP LLC | |
State of Formation | South Carolina | |
Date of Formation | December 1, 2022 | |
Ownership | 100% | |
Mobile Cottage MHP LLC [Member] | ||
Summary of Significant Accounting Policies and Organization (Details) - Schedule of subsidiaries and VIEs’ date of consolidation [Line Items] | ||
Name of Subsidiary | Mobile Cottage MHP LLC | |
State of Formation | North Carolina | |
Date of Formation | December 7, 2022 | |
Ownership | 100% | |
Merritt Place MHP LLC [Member] | ||
Summary of Significant Accounting Policies and Organization (Details) - Schedule of subsidiaries and VIEs’ date of consolidation [Line Items] | ||
Name of Subsidiary | Merritt Place MHP LLC | |
State of Formation | Georgia | |
Date of Formation | December 6, 2022 | |
Ownership | 100% | |
MHR Home Development LLC [Member] | ||
Summary of Significant Accounting Policies and Organization (Details) - Schedule of subsidiaries and VIEs’ date of consolidation [Line Items] | ||
Name of Subsidiary | MHR Home Development LLC | |
State of Formation | Delaware | |
Date of Formation | January 19, 2023 | |
Ownership | 100% | |
Palm Shadows LLC [Member] | ||
Summary of Significant Accounting Policies and Organization (Details) - Schedule of subsidiaries and VIEs’ date of consolidation [Line Items] | ||
Name of Subsidiary | Palm Shadows LLC | |
State of Formation | Texas | |
Date of Formation | April 12, 2023 | |
Ownership | 100% | |
Gvest Finance LLC [Member] | ||
Summary of Significant Accounting Policies and Organization (Details) - Schedule of subsidiaries and VIEs’ date of consolidation [Line Items] | ||
Name of Subsidiary | Gvest Finance LLC | |
State of Formation | North Carolina | |
Date of Formation | December 11, 2018 | |
Ownership | VIE | |
Gvest Homes I LLC [Member] | ||
Summary of Significant Accounting Policies and Organization (Details) - Schedule of subsidiaries and VIEs’ date of consolidation [Line Items] | ||
Name of Subsidiary | Gvest Homes I LLC | |
State of Formation | Delaware | |
Date of Formation | November 9, 2020 | |
Ownership | VIE | |
Brainerd Place LLC [Member] | ||
Summary of Significant Accounting Policies and Organization (Details) - Schedule of subsidiaries and VIEs’ date of consolidation [Line Items] | ||
Name of Subsidiary | Brainerd Place LLC | |
State of Formation | Delaware | |
Date of Formation | February 24, 2021 | |
Ownership | VIE | |
Bull Creek LLC [Member] | ||
Summary of Significant Accounting Policies and Organization (Details) - Schedule of subsidiaries and VIEs’ date of consolidation [Line Items] | ||
Name of Subsidiary | Bull Creek LLC | |
State of Formation | Delaware | |
Date of Formation | April 13, 2021 | |
Ownership | VIE | |
Gvest Anderson Homes LLC [Member] | ||
Summary of Significant Accounting Policies and Organization (Details) - Schedule of subsidiaries and VIEs’ date of consolidation [Line Items] | ||
Name of Subsidiary | Gvest Anderson Homes LLC | |
State of Formation | Delaware | |
Date of Formation | June 22, 2021 | |
Ownership | VIE | |
Gvest Capital View Homes LLC [Member] | ||
Summary of Significant Accounting Policies and Organization (Details) - Schedule of subsidiaries and VIEs’ date of consolidation [Line Items] | ||
Name of Subsidiary | Gvest Capital View Homes LLC | |
State of Formation | Delaware | |
Date of Formation | August 6, 2021 | |
Ownership | VIE | |
Gvest Hidden Oaks Homes LLC [Member] | ||
Summary of Significant Accounting Policies and Organization (Details) - Schedule of subsidiaries and VIEs’ date of consolidation [Line Items] | ||
Name of Subsidiary | Gvest Hidden Oaks Homes LLC | |
State of Formation | Delaware | |
Date of Formation | August 6, 2021 | |
Ownership | VIE | |
Gvest Springlake Homes LLC [Member] | ||
Summary of Significant Accounting Policies and Organization (Details) - Schedule of subsidiaries and VIEs’ date of consolidation [Line Items] | ||
Name of Subsidiary | Gvest Springlake Homes LLC | |
State of Formation | Delaware | |
Date of Formation | September 24, 2021 | |
Ownership | VIE | |
Gvest Carolinas 4 Homes LLC [Member] | ||
Summary of Significant Accounting Policies and Organization (Details) - Schedule of subsidiaries and VIEs’ date of consolidation [Line Items] | ||
Name of Subsidiary | Gvest Carolinas 4 Homes LLC | |
State of Formation | Delaware | |
Date of Formation | November 13, 2021 | |
Ownership | VIE | |
Gvest Sunnyland Homes LLC [Member] | ||
Summary of Significant Accounting Policies and Organization (Details) - Schedule of subsidiaries and VIEs’ date of consolidation [Line Items] | ||
Name of Subsidiary | Gvest Sunnyland Homes LLC | |
State of Formation | Delaware | |
Date of Formation | January 6, 2022 | |
Ownership | VIE | |
Gvest Warrenville Homes LLC [Member] | ||
Summary of Significant Accounting Policies and Organization (Details) - Schedule of subsidiaries and VIEs’ date of consolidation [Line Items] | ||
Name of Subsidiary | Gvest Warrenville Homes LLC | |
State of Formation | Delaware | |
Date of Formation | February 14, 2022 | |
Ownership | VIE | |
Gvest Wake Forest 2 Homes LLC [Member] | ||
Summary of Significant Accounting Policies and Organization (Details) - Schedule of subsidiaries and VIEs’ date of consolidation [Line Items] | ||
Name of Subsidiary | Gvest Wake Forest 2 Homes LLC | |
State of Formation | North Carolina | |
Date of Formation | October 27, 2022 | |
Ownership | VIE | |
[1] During the six months ended June 30, 2023, there was no activity in Country Estates MHP LLC and Dalton 3 MHP LLC. |
Variable Interest Entities (Det
Variable Interest Entities (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Variable Interest Entities [Abstract] | |||||
Net losses | $ 263,783 | $ 250,915 | $ 446,249 | $ 410,485 | |
Management debt service | 111,919 | $ 222,566 | 142,441 | $ 305,579 | |
Accrued liabilities | $ 6,009,666 | $ 6,009,666 | $ 6,232,561 |
Variable Interest Entities (D_2
Variable Interest Entities (Details) - Schedule of consolidated balance sheets - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | |
Assets | |||
Investment Property | $ 119,402,383 | $ 100,070,369 | |
Accumulated Depreciation | (10,416,912) | (8,225,976) | |
Net Investment Property | 108,985,471 | 91,844,393 | |
Cash and Cash Equivalents | 1,745,129 | 5,090,369 | |
Other Assets | 1,377,189 | 975,064 | |
Liabilities and Deficit | |||
Notes Payable, net of $44,531 and $45,790 debt discount, respectively | 86,758,070 | 75,883,866 | |
Total Liabilities | 126,261,418 | 107,959,238 | |
Non-controlling Interest | (2,276,426) | (1,770,789) | |
Variable Interest Entities [Member] | |||
Assets | |||
Investment Property | 15,388,605 | 14,688,424 | |
Accumulated Depreciation | (1,303,541) | (997,240) | |
Net Investment Property | 14,085,064 | 13,691,184 | |
Cash and Cash Equivalents | 43,526 | 40,080 | |
Accounts Receivable | 136,181 | 60,538 | |
Other Assets | 230,853 | 194,871 | |
Total Assets | 14,495,624 | 13,986,673 | |
Liabilities and Deficit | |||
Accounts Payable | 106,749 | 206,882 | |
Notes Payable, net of $44,531 and $45,790 debt discount, respectively | 3,025,069 | 3,035,455 | |
Line of Credit, net of $205,877 and $160,372 debt discount, respectively | 7,498,868 | 6,208,947 | |
Accrued Liabilities | [1] | 6,141,364 | 6,306,178 |
Total Liabilities | 16,772,050 | 15,757,462 | |
Non-controlling Interest | (2,276,426) | (1,770,789) | |
Total Noncontrolling Interest In Variable Interest Entities | $ (2,276,426) | $ (1,770,789) | |
[1] Included in accrued liabilities is an intercompany balance of $ 6,009,666 and $ 6,232,561 as of June 30, 2023 and December 31, 2022, respectively. The intercompany balances have been eliminated on the condensed consolidated balance sheet. |
Variable Interest Entities (D_3
Variable Interest Entities (Details) - Schedule of consolidated balance sheets (Parentheticals) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Notes Payable, net | $ 3,873,258 | $ 3,666,214 |
Variable Interest Entities [Member] | ||
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Notes Payable, net | 44,531 | 44,531 |
Notes Payable, debt discount | 45,790 | 45,790 |
Line of Credit, net | 205,877 | 205,877 |
Line of Credit, debt discount | $ 160,372 | $ 160,372 |
Investment Property (Details)
Investment Property (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |||||
Depreciation expense | $ 1,178,089 | $ 818,975 | $ 2,201,104 | $ 1,578,679 | |
Manufactured homes | $ 219,120 | $ 1,300,000 |
Investment Property (Details) -
Investment Property (Details) - Schedule of property and equipment balances - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Investment Property | ||
Land | $ 37,403,653 | $ 30,263,687 |
Site and Land Improvements | 49,267,021 | 44,035,649 |
Buildings and Improvements | 31,005,616 | 23,229,657 |
Construction in Process | 1,726,093 | 2,541,376 |
Total Investment Property | 119,402,383 | 100,070,369 |
Accumulated Depreciation | (10,416,912) | (8,225,976) |
Net Investment Property | $ 108,985,471 | $ 91,844,393 |
Acquisitions and Dispositions_2
Acquisitions and Dispositions (Details) | 6 Months Ended | |||||||
Apr. 14, 2023 USD ($) a Site | Jan. 27, 2023 USD ($) a Site Home | Jan. 12, 2023 USD ($) a Site | Jun. 28, 2022 USD ($) a Lots | Jun. 17, 2022 USD ($) a Site | Mar. 31, 2022 USD ($) m² Site Community | Jan. 31, 2022 USD ($) m² a Site | Jun. 30, 2023 USD ($) Lots Community Land | |
Asset Acquisition [Line Items] | ||||||||
Number of communities acquired | Community | 4 | |||||||
Number of large parcel of undeveloped land acquired | Land | 1 | |||||||
Acres (in Square Meters) | 18 | 21 | 45 | 15.09 | ||||
Total purchase price | $ | $ 2,400,000 | $ 5,350,000 | $ 3,050,000 | $ 2,200,000 | ||||
Approximate acres (in Square Meters) | a | 18.57 | |||||||
Allocation of note payable | $ | $ 300,000 | |||||||
Merritt Place MHP LLC [Member] | ||||||||
Asset Acquisition [Line Items] | ||||||||
Number of lots allocated after development | Lots | 14 | |||||||
Simpsonville [Member] | Country Aire MHP LLC [Member] | ||||||||
Asset Acquisition [Line Items] | ||||||||
Number of sites acquired | 107 | |||||||
Brunswick [Member] | Merritt Place MHP LLC [Member] | ||||||||
Asset Acquisition [Line Items] | ||||||||
Number of developed sites purchased | 40 | |||||||
Number of undeveloped sites purchased | 14 | |||||||
Number of homes purchased | Home | 24 | |||||||
Brunswick [Member] | Spaulding MHP LLC [Member] | ||||||||
Asset Acquisition [Line Items] | ||||||||
Number of sites acquired | 72 | |||||||
Area of property acquired | a | 17 | |||||||
Asset acquisition purchase price before acquisition costs | $ | $ 2,000,000 | |||||||
Donna [Member] | Palm Shadows MHP LLC [Member] | ||||||||
Asset Acquisition [Line Items] | ||||||||
Area of property acquired | a | 27 | |||||||
Asset acquisition purchase price before acquisition costs | $ | $ 10,500,000 | |||||||
Number of developed sites purchased | 402 | |||||||
Byron [Member] | Sunnyland MHP LLC [Member] | ||||||||
Asset Acquisition [Line Items] | ||||||||
Number of sites acquired | 73 | |||||||
Warrenville [Member] | Warrenville MHP LLC [Member] | ||||||||
Asset Acquisition [Line Items] | ||||||||
Number of sites acquired | 85 | |||||||
Warrenville [Member] | Gvest Warrenville Homes LLC [Member] | ||||||||
Asset Acquisition [Line Items] | ||||||||
Number of communities acquired | Community | 2 | |||||||
Raeford [Member] | Raeford MHP Development LLC [Member] | ||||||||
Asset Acquisition [Line Items] | ||||||||
Area of property acquired | a | 62 | |||||||
Asset acquisition purchase price before acquisition costs | $ | $ 650,000 | |||||||
Number of mobile home lots | Lots | 200 |
Acquisitions and Dispositions -
Acquisitions and Dispositions - Schedule of information about acquisitions that occurred subsequent (Details) - USD ($) | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | ||
Sunnyland MHP [Member] | |||
Business Acquisition [Line Items] | |||
Acquisition Date | January 2022 | ||
Land | $ 672,400 | ||
Improvements | 891,580 | ||
Building | |||
Intangibles | |||
Total Purchase Price | $ 1,563,980 | ||
Sunnyland Gvest [Member] | |||
Business Acquisition [Line Items] | |||
Acquisition Date | January 2022 | ||
Land | |||
Improvements | |||
Building | 636,020 | ||
Intangibles | |||
Total Purchase Price | $ 636,020 | ||
Warrenville MHP [Member] | |||
Business Acquisition [Line Items] | |||
Acquisition Date | March 2022 | ||
Land | $ 975,397 | ||
Improvements | 853,473 | ||
Building | |||
Intangibles | |||
Total Purchase Price | $ 1,828,870 | ||
Warrenville Gvest [Member] | |||
Business Acquisition [Line Items] | |||
Acquisition Date | March 2022 | ||
Land | |||
Improvements | |||
Building | 1,221,130 | ||
Intangibles | |||
Total Purchase Price | $ 1,221,130 | ||
Spaulding MHPLLCMember | |||
Business Acquisition [Line Items] | |||
Acquisition Date | June 2022 | ||
Land | $ 1,217,635 | ||
Improvements | 304,409 | ||
Building | 477,956 | ||
Intangibles | |||
Total Purchase Price | $ 2,000,000 | ||
Raeford MHP Parcel [Member] | |||
Business Acquisition [Line Items] | |||
Acquisition Date | June 2022 | ||
Land | $ 650,000 | ||
Intangibles | |||
Total Purchase Price | 650,000 | ||
Merritt Place MHP [Member] | |||
Business Acquisition [Line Items] | |||
Acquisition Date | January 2023 | ||
Land | $ 1,410,806 | ||
Improvements | [1] | 557,446 | |
Building | 431,748 | ||
Intangibles | |||
Total Purchase Price | $ 2,400,000 | ||
Country Aire MHP [Member] | |||
Business Acquisition [Line Items] | |||
Acquisition Date | January 2023 | ||
Land | $ 4,661,722 | ||
Improvements | 682,724 | ||
Building | 5,554 | ||
Intangibles | |||
Total Purchase Price | $ 5,350,000 | ||
Palm Shadows MHP [Member] | |||
Business Acquisition [Line Items] | |||
Acquisition Date | April 2023 | ||
Land | $ 984,166 | ||
Improvements | 3,822,004 | ||
Building | 5,082,309 | ||
Intangibles | 611,521 | ||
Total Purchase Price | 10,500,000 | ||
Total Purchase Price [Member] | |||
Business Acquisition [Line Items] | |||
Land | 7,056,694 | 3,515,432 | |
Improvements | 5,062,174 | 2,049,462 | |
Building | 5,519,611 | 2,335,106 | |
Intangibles | 611,521 | ||
Total Purchase Price | 18,250,000 | 7,900,000 | |
Acquisition Costs [Member] | |||
Business Acquisition [Line Items] | |||
Land | 76,621 | 139,502 | |
Improvements | 48,325 | 78,757 | |
Building | 28,862 | 60,356 | |
Intangibles | 2,262 | ||
Total Purchase Price | 156,070 | 278,615 | |
Total Investment Property [Member] | |||
Business Acquisition [Line Items] | |||
Land | 7,133,315 | 3,654,934 | |
Improvements | 5,110,499 | 2,128,219 | |
Building | 5,548,473 | 2,395,462 | |
Intangibles | 613,783 | ||
Total Purchase Price | $ 18,406,070 | $ 8,178,615 | |
[1] Includes an allocation of $ 300,000 for 14 lots under development to be completed by seller and a respective note payable for the same amount has been included in accrued liabilities financial statement line item on the balance sheet as of June 30, 2023 . |
Promissory Notes (Details)
Promissory Notes (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||
Sep. 02, 2022 | Apr. 14, 2022 | Mar. 01, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Sep. 09, 2022 | Sep. 01, 2022 | Jun. 29, 2022 | Oct. 22, 2021 | |
Promissory Notes (Details) [Line Items] | ||||||||||||
Principal amount | $ 62,000,000 | |||||||||||
Escrow | $ 4,416,973 | $ 4,416,973 | $ 4,435,570 | 4,000,000 | ||||||||
Debt issuance costs | 2,842,213 | |||||||||||
Note payable | $ 86,758,070 | 86,758,070 | 75,883,866 | |||||||||
Cost expense | $ 15,751 | |||||||||||
Debt issuance costs | $ 258,023 | |||||||||||
Drew down related to occupied home facility | $ 1,353,000 | |||||||||||
Maturity date | Apr. 01, 2023 | |||||||||||
Interest expense | $ 13,657 | $ 28,375 | ||||||||||
Annual interest rate percent | 15% | |||||||||||
Promissory notes, description | This note has a five-year term and is interest-only based on a 15% annual rate through the maturity date and is unsecured | |||||||||||
Minimum [Member] | ||||||||||||
Promissory Notes (Details) [Line Items] | ||||||||||||
Promissory notes range | 4% | 4% | ||||||||||
Promissory notes term | 5 years | |||||||||||
Maximum [Member] | ||||||||||||
Promissory Notes (Details) [Line Items] | ||||||||||||
Promissory notes range | 8% | 8% | ||||||||||
Promissory notes term | 30 years | |||||||||||
Other lenders [Member] | ||||||||||||
Promissory Notes (Details) [Line Items] | ||||||||||||
Principal amount | $ 54,000,000 | |||||||||||
Promissory Notes [Member] | ||||||||||||
Promissory Notes (Details) [Line Items] | ||||||||||||
Outstanding balance | $ 90,631,328 | 79,550,080 | ||||||||||
Raymond M. Gee [Member] | ||||||||||||
Promissory Notes (Details) [Line Items] | ||||||||||||
Loans amount | $ 86,676,140 | 86,676,140 | ||||||||||
Maturity date | May 31, 2032 | |||||||||||
Debt issuance costs | $ 1,000,000 | |||||||||||
Metrolina Promissory Notes [Member] | ||||||||||||
Promissory Notes (Details) [Line Items] | ||||||||||||
Principal amount | 1,500,000 | |||||||||||
Interest rate per annum | 18% | |||||||||||
Gvest Real Estate Capital, LLC [Member] | ||||||||||||
Promissory Notes (Details) [Line Items] | ||||||||||||
Line of credit | $ 2,000,000 | |||||||||||
Borrowing amount | 2,000,000 | 2,000,000 | ||||||||||
MHP LLC [Member] | ||||||||||||
Promissory Notes (Details) [Line Items] | ||||||||||||
Note payable | $ 1,500,000 | |||||||||||
Metrolina Loan Holdings, LLC [Member] | ||||||||||||
Promissory Notes (Details) [Line Items] | ||||||||||||
Principal amount | $ 1,500,000 | |||||||||||
Interest expense | $ 67,315 | $ 133,890 | ||||||||||
NAV Real Estate LLC [Member] | ||||||||||||
Promissory Notes (Details) [Line Items] | ||||||||||||
Borrowing amount | $ 2,000,000 | |||||||||||
NAV Real Estate LLC Promissory Note [Member] | ||||||||||||
Promissory Notes (Details) [Line Items] | ||||||||||||
Interest expense | 76,667 | 151,667 | ||||||||||
Borrowing amount | $ 2,000,000 | |||||||||||
Balance note | 2,000,000 | 2,000,000 | $ 2,000,000 | |||||||||
Palm Shadows MHP LLC [Member] | ||||||||||||
Promissory Notes (Details) [Line Items] | ||||||||||||
Line of credit | $ 1,420,000 | $ 1,420,000 |
Promissory Notes (Details) - Sc
Promissory Notes (Details) - Schedule of outstanding principal balance - USD ($) | 6 Months Ended | ||
Jun. 30, 2023 | Dec. 31, 2022 | ||
Promissory Notes (Details) - Schedule of outstanding principal balance [Line Items] | |||
Totals note payables | $ 90,631,328 | $ 79,550,080 | |
Discount Direct Lender Fees | (3,873,258) | (3,666,214) | |
Total Net of Discount | $ 86,758,070 | 75,883,866 | |
Pecan Grove MHP LLC [Member] | |||
Promissory Notes (Details) - Schedule of outstanding principal balance [Line Items] | |||
Maturity Date | [1],[2] | Sep. 01, 2032 | |
Interest Rate | [1],[2] | 4.87% | |
Interest Only Period (Months) | [1],[2] | 60 months | |
Totals note payables | [1],[2] | $ 4,489,000 | 4,489,000 |
Azalea MHP LLC [Member] | |||
Promissory Notes (Details) - Schedule of outstanding principal balance [Line Items] | |||
Maturity Date | [1],[2] | Sep. 01, 2032 | |
Interest Rate | [1],[2] | 4.87% | |
Interest Only Period (Months) | [1],[2] | 60 months | |
Totals note payables | [1],[2] | $ 1,830,000 | 1,830,000 |
Holly Faye MHP LLC [Member] | |||
Promissory Notes (Details) - Schedule of outstanding principal balance [Line Items] | |||
Maturity Date | [1],[2] | Sep. 01, 2032 | |
Interest Rate | [1],[2] | 4.87% | |
Interest Only Period (Months) | [1],[2] | 60 months | |
Totals note payables | [1],[2] | $ 1,608,000 | 1,608,000 |
Chatham MHP LLC [Member] | |||
Promissory Notes (Details) - Schedule of outstanding principal balance [Line Items] | |||
Maturity Date | [1],[2] | Sep. 01, 2032 | |
Interest Rate | [1],[2] | 4.87% | |
Interest Only Period (Months) | [1],[2] | 60 months | |
Totals note payables | [1],[2] | $ 2,263,000 | 2,263,000 |
Lakeview MHP LLC [Member] | |||
Promissory Notes (Details) - Schedule of outstanding principal balance [Line Items] | |||
Maturity Date | [1],[2] | Sep. 01, 2032 | |
Interest Rate | [1],[2] | 4.87% | |
Interest Only Period (Months) | [1],[2] | 60 months | |
Totals note payables | [1],[2] | $ 3,229,000 | 3,229,000 |
B&D MHP LLC [Member] | |||
Promissory Notes (Details) - Schedule of outstanding principal balance [Line Items] | |||
Maturity Date | [1],[2] | Sep. 01, 2032 | |
Interest Rate | [1],[2] | 4.87% | |
Interest Only Period (Months) | [1],[2] | 60 months | |
Totals note payables | [1],[2] | $ 2,887,000 | 2,887,000 |
Hunt Club MHP LLC [Member] | |||
Promissory Notes (Details) - Schedule of outstanding principal balance [Line Items] | |||
Maturity Date | [1],[2] | Sep. 01, 2032 | |
Interest Rate | [1],[2] | 4.87% | |
Interest Only Period (Months) | [1],[2] | 60 months | |
Totals note payables | [1],[2] | $ 2,756,000 | 2,756,000 |
Crestview MHP LLC [Member] | |||
Promissory Notes (Details) - Schedule of outstanding principal balance [Line Items] | |||
Maturity Date | [1],[2] | Sep. 01, 2032 | |
Interest Rate | [1],[2] | 4.87% | |
Interest Only Period (Months) | [1],[2] | 60 months | |
Totals note payables | [1],[2] | $ 4,625,000 | 4,625,000 |
Maple Hills MHP LLC [Member] | |||
Promissory Notes (Details) - Schedule of outstanding principal balance [Line Items] | |||
Maturity Date | [1],[2] | Sep. 01, 2032 | |
Interest Rate | [1],[2] | 4.87% | |
Interest Only Period (Months) | [1],[2] | 60 months | |
Totals note payables | [1],[2] | $ 2,570,000 | 2,570,000 |
Springlake MHP LLC [Member] | |||
Promissory Notes (Details) - Schedule of outstanding principal balance [Line Items] | |||
Maturity Date | [1],[2] | Sep. 01, 2032 | |
Interest Rate | [1],[2] | 4.87% | |
Interest Only Period (Months) | [1],[2] | 60 months | |
Totals note payables | [1],[2] | $ 6,590,000 | 6,590,000 |
ARC MHP LLC [Member] | |||
Promissory Notes (Details) - Schedule of outstanding principal balance [Line Items] | |||
Maturity Date | [1],[2] | Sep. 01, 2032 | |
Interest Rate | [1],[2] | 4.87% | |
Interest Only Period (Months) | [1],[2] | 60 months | |
Totals note payables | [1],[2] | $ 3,687,000 | 3,687,000 |
Countryside MHP LLC [Member] | |||
Promissory Notes (Details) - Schedule of outstanding principal balance [Line Items] | |||
Maturity Date | [1],[2] | Sep. 01, 2032 | |
Interest Rate | [1],[2] | 4.87% | |
Interest Only Period (Months) | [1],[2] | 60 months | |
Totals note payables | [1],[2] | $ 4,343,000 | 4,343,000 |
Evergreen MHP LLC [Member] | |||
Promissory Notes (Details) - Schedule of outstanding principal balance [Line Items] | |||
Maturity Date | [1],[2] | Sep. 01, 2032 | |
Interest Rate | [1],[2] | 4.87% | |
Interest Only Period (Months) | [1],[2] | 60 months | |
Totals note payables | [1],[2] | $ 2,604,000 | 2,604,000 |
Golden Isles MHP LLC [Member] | |||
Promissory Notes (Details) - Schedule of outstanding principal balance [Line Items] | |||
Maturity Date | [1],[2] | Sep. 01, 2032 | |
Interest Rate | [1],[2] | 4.87% | |
Interest Only Period (Months) | [1],[2] | 60 months | |
Totals note payables | [1],[2] | $ 1,987,000 | 1,987,000 |
Anderson MHP LLC [Member] | |||
Promissory Notes (Details) - Schedule of outstanding principal balance [Line Items] | |||
Maturity Date | [1],[2] | Sep. 01, 2032 | |
Interest Rate | [1],[2] | 4.87% | |
Interest Only Period (Months) | [1],[2] | 60 months | |
Totals note payables | [1],[2] | $ 5,118,000 | 5,118,000 |
Capital View MHP LLC [Member] | |||
Promissory Notes (Details) - Schedule of outstanding principal balance [Line Items] | |||
Maturity Date | [1],[2] | Sep. 01, 2032 | |
Interest Rate | [1],[2] | 4.87% | |
Interest Only Period (Months) | [1],[2] | 60 months | |
Totals note payables | [1],[2] | $ 829,000 | 829,000 |
Hidden Oaks MHP LLC [Member] | |||
Promissory Notes (Details) - Schedule of outstanding principal balance [Line Items] | |||
Maturity Date | [1],[2] | Sep. 01, 2032 | |
Interest Rate | [1],[2] | 4.87% | |
Interest Only Period (Months) | [1],[2] | 60 months | |
Totals note payables | [1],[2] | $ 764,000 | 764,000 |
North Raleigh MHP LLC [Member] | |||
Promissory Notes (Details) - Schedule of outstanding principal balance [Line Items] | |||
Maturity Date | [1],[2] | Sep. 01, 2032 | |
Interest Rate | [1],[2] | 4.87% | |
Interest Only Period (Months) | [1],[2] | 60 months | |
Totals note payables | [1],[2] | $ 5,279,000 | 5,279,000 |
Charlotte 3 Park MHP LLC (Dixie) - KeyBank [Member] | |||
Promissory Notes (Details) - Schedule of outstanding principal balance [Line Items] | |||
Maturity Date | [1],[2],[3] | Sep. 01, 2032 | |
Interest Rate | [1],[2],[3] | 4.87% | |
Interest Only Period (Months) | [1],[2],[3] | 60 months | |
Totals note payables | [1],[2],[3] | $ 485,000 | 485,000 |
Charlotte 3 Park MHP LLC (Driftwood) - KeyBank [Member] | |||
Promissory Notes (Details) - Schedule of outstanding principal balance [Line Items] | |||
Maturity Date | [1],[2] | Sep. 01, 2032 | |
Interest Rate | [1],[2] | 4.87% | |
Interest Only Period (Months) | [1],[2] | 60 months | |
Totals note payables | [1],[2] | $ 274,000 | 274,000 |
Carolinas 4 MHP LLC (Asheboro) - KeyBank [Member] | |||
Promissory Notes (Details) - Schedule of outstanding principal balance [Line Items] | |||
Maturity Date | [1],[2] | Sep. 01, 2032 | |
Interest Rate | [1],[2] | 4.87% | |
Interest Only Period (Months) | [1],[2] | 60 months | |
Totals note payables | [1],[2] | $ 1,374,000 | 1,374,000 |
Carolinas 4 MHP LLC (Morganton) - KeyBank [Member] | |||
Promissory Notes (Details) - Schedule of outstanding principal balance [Line Items] | |||
Maturity Date | [1],[2] | Sep. 01, 2032 | |
Interest Rate | [1],[2] | 4.87% | |
Interest Only Period (Months) | [1],[2] | 60 months | |
Totals note payables | [1],[2] | $ 1,352,000 | 1,352,000 |
Sunnyland MHP LLC [Member] | |||
Promissory Notes (Details) - Schedule of outstanding principal balance [Line Items] | |||
Maturity Date | [1],[2] | Sep. 01, 2032 | |
Interest Rate | [1],[2] | 4.87% | |
Interest Only Period (Months) | [1],[2] | 60 months | |
Totals note payables | [1],[2] | $ 1,057,000 | 1,057,000 |
Warrenville MHP LLC [Member] | |||
Promissory Notes (Details) - Schedule of outstanding principal balance [Line Items] | |||
Maturity Date | [2] | Mar. 10, 2027 | |
Interest Rate | [2] | 5.59% | |
Interest Only Period (Months) | [2] | 36 months | |
Totals note payables | [2] | $ 1,218,870 | 1,218,870 |
Spaulding MHP LLC [Member] | |||
Promissory Notes (Details) - Schedule of outstanding principal balance [Line Items] | |||
Maturity Date | Jul. 22, 2043 | ||
Interest Rate | |||
Interest Only Period (Months) | 12 months | ||
Totals note payables | $ 1,600,000 | 1,600,000 | |
Solid Rock MHP LLC [Member] | |||
Promissory Notes (Details) - Schedule of outstanding principal balance [Line Items] | |||
Maturity Date | Jun. 30, 2032 | ||
Interest Rate | 5% | ||
Interest Only Period (Months) | 12 months | ||
Totals note payables | $ 925,000 | 925,000 | |
Red Fox MHP LLC [Member] | |||
Promissory Notes (Details) - Schedule of outstanding principal balance [Line Items] | |||
Maturity Date | Aug. 01, 2032 | ||
Interest Rate | 5.25% | ||
Interest Only Period (Months) | 24 months | ||
Totals note payables | $ 2,250,000 | 2,250,000 | |
Statesville MHP LLC – land [Member] | |||
Promissory Notes (Details) - Schedule of outstanding principal balance [Line Items] | |||
Maturity Date | [2] | Sep. 13, 2025 | |
Interest Rate | [2] | ||
Interest Only Period (Months) | [2] | 36 months | |
Totals note payables | [2] | $ 1,519,925 | 1,519,925 |
Timberview MHP LLC – land [Member] | |||
Promissory Notes (Details) - Schedule of outstanding principal balance [Line Items] | |||
Maturity Date | [2] | Sep. 13, 2025 | |
Interest Rate | [2] | ||
Interest Only Period (Months) | [2] | 36 months | |
Totals note payables | [2] | $ 1,418,075 | 1,418,075 |
Northview MHP LLC - land (Seller Finance) [Member] | |||
Promissory Notes (Details) - Schedule of outstanding principal balance [Line Items] | |||
Maturity Date | Sep. 15, 2027 | ||
Interest Rate | 6% | ||
Interest Only Period (Months) | 60 months | ||
Totals note payables | $ 792,654 | 792,654 | |
Statesville, Northview, Timberview MHP LLC - homes (Seller Finance) [Member] | |||
Promissory Notes (Details) - Schedule of outstanding principal balance [Line Items] | |||
Maturity Date | Sep. 15, 2027 | ||
Interest Rate | 6% | ||
Interest Only Period (Months) | 60 months | ||
Totals note payables | $ 407,345 | 407,345 | |
Glynn Acres MHP LLC [Member] | |||
Promissory Notes (Details) - Schedule of outstanding principal balance [Line Items] | |||
Maturity Date | Nov. 01, 2042 | ||
Interest Rate | 6% | ||
Totals note payables | $ 886,189 | 898,052 | |
Wake Forest MHP LLC (Cooley’sCountry oad) [Member] | |||
Promissory Notes (Details) - Schedule of outstanding principal balance [Line Items] | |||
Maturity Date | [2] | Dec. 10, 2027 | |
Interest Rate | [2] | 7.39% | |
Interest Only Period (Months) | [2] | 36 months | |
Totals note payables | [2] | $ 3,038,914 | 3,038,914 |
Mobile Cottage MHP LLC [Member] | |||
Promissory Notes (Details) - Schedule of outstanding principal balance [Line Items] | |||
Maturity Date | Dec. 20, 2027 | ||
Interest Rate | 5% | ||
Interest Only Period (Months) | 30 months | ||
Totals note payables | $ 400,000 | 400,000 | |
Gvest Finance LLC (B&D homes) [Member] | |||
Promissory Notes (Details) - Schedule of outstanding principal balance [Line Items] | |||
Maturity Date | May 01, 2024 | ||
Interest Rate | 5% | ||
Totals note payables | $ 597,920 | 614,809 | |
Gvest Finance LLC (Golden Isles homes) [Member] | |||
Promissory Notes (Details) - Schedule of outstanding principal balance [Line Items] | |||
Maturity Date | Mar. 31, 2031 | ||
Interest Rate | 4% | ||
Interest Only Period (Months) | 120 months | ||
Totals note payables | $ 684,220 | 684,220 | |
Gvest Warrenville Homes LLC [Member] | |||
Promissory Notes (Details) - Schedule of outstanding principal balance [Line Items] | |||
Maturity Date | [2] | Mar. 10, 2027 | |
Interest Rate | [2] | 5.59% | |
Interest Only Period (Months) | [2] | 36 months | |
Totals note payables | [2] | $ 1,221,130 | 1,221,130 |
Gvest Wake Forest 2 Homes LLC (Cooley’s, Country Road) [Member] | |||
Promissory Notes (Details) - Schedule of outstanding principal balance [Line Items] | |||
Maturity Date | [2] | Dec. 10, 2027 | |
Interest Rate | [2] | 7.39% | |
Interest Only Period (Months) | [2] | 36 months | |
Totals note payables | [2] | $ 561,086 | $ 561,086 |
Merritt Place MHP LLC [Member] | |||
Promissory Notes (Details) - Schedule of outstanding principal balance [Line Items] | |||
Maturity Date | Jan. 27, 2024 | ||
Interest Rate | |||
Interest Only Period (Months) | 12 months | ||
Totals note payables | $ 1,680,000 | ||
Country Aire MHP LLC [Member] | |||
Promissory Notes (Details) - Schedule of outstanding principal balance [Line Items] | |||
Maturity Date | [2] | Sep. 13, 2025 | |
Interest Rate | [2] | ||
Interest Only Period (Months) | [2] | 36 months | |
Totals note payables | [2] | $ 3,500,000 | |
Palm Shadows MHP LLC [Member] | |||
Promissory Notes (Details) - Schedule of outstanding principal balance [Line Items] | |||
Maturity Date | [4] | Apr. 12, 2033 | |
Interest Rate | [4] | 7.03% | |
Interest Only Period (Months) | [4] | 12 months | |
Totals note payables | [4] | $ 5,930,000 | |
[1] On September 1, 2022, the Company, through its wholly owned subsidiaries, entered into twenty-three loan agreements with KeyBank National Association (“KeyBank”) and Fannie Mae for a total principal balance of $ 62,000,000 . The loan proceeds were primarily used to pay off third party notes and line of credit with various other lenders totaling approximately $ 54,000,000 , promissory note issued to Metrolina Loan Holdings, LLC for $ 1,500,000 and a revolving promissory Note issued to Gvest Real Estates Capital LLC for $ 2,000,000 . KeyBank withheld approximately $ 4,000,000 in escrow for planned capital projects to improve the financed communities which is included in restricted cash. The Company may prepay the notes in part or in full subject to prepayment penalties if repaid before May 31, 2032 , and without penalty if repaid on or subsequent to that date. The loans are secured by the real estate, which predominately excludes mobile homes, and are guaranteed by the Company and Raymond M. Gee. The Company capitalized $ 2,842,213 of debt issuance costs in connection with this refinancing including a $ 1,000,000 accrued guaranty fee owed to Raymond M. Gee to be paid at a later date. (3) The notes indicated above are subject to certain financial covenants. The Company repaid the Charlotte 3 Park MHP LLC note payable of $ 1,500,000 on March 1, 2022 and recognized refinancing cost expense totaling $ 15,751 . This community was refinanced on April 14, 2022 with a different lender and the Company capitalized $ 258,023 of debt issuance costs related to the new note. The Palm Shadows MHP LLC note contains a future earn out funding option, which allows the Company to draw down on an additional $ 1,420,000 non-revolving straight line of credit within the first 24 months of the term assuming certain debt coverage ratios are achieved. As of June 30, 2023, the Company has not exercised this option. |
Promissory Notes (Details) - _2
Promissory Notes (Details) - Schedule of lines of credit – variable interest entities - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Promissory Notes (Details) - Schedule of lines of credit – variable interest entities [Line Items] | ||
Total Lines of Credit - VIEs | $ 7,698,605 | $ 6,369,319 |
Discount Direct Lender Fees | (199,737) | (160,372) |
Total Net of Discount | $ 7,498,868 | 6,208,947 |
Occupied Home Facility [Member] | ||
Promissory Notes (Details) - Schedule of lines of credit – variable interest entities [Line Items] | ||
Borrower | Gvest Homes I LLC | |
Community | ARC, Crestview, Maple, Countryside | |
Maturity Date | 01/01/30 | |
Interest Rate | 8.375% | |
Maximum Credit Limit | $ 20,000,000 | |
Total Lines of Credit - VIEs | $ 3,715,287 | 2,424,896 |
Multi-Community Rental Home Facility [Member] | ||
Promissory Notes (Details) - Schedule of lines of credit – variable interest entities [Line Items] | ||
Borrower | Gvest Finance LLC | |
Community | ARC, Golden Isles, Springlake, | |
Maturity Date | Various (2) | |
Interest Rate | Greater of 3.25% or Prime, + 375 bps | |
Maximum Credit Limit | $ 5,000,000 | |
Total Lines of Credit - VIEs | $ 2,458,188 | 2,561,380 |
Multi-Community Floorplan Home Facility [Member] | ||
Promissory Notes (Details) - Schedule of lines of credit – variable interest entities [Line Items] | ||
Borrower | Gvest Finance LLC | |
Community | Golden Isles, Springlake, Sunnyland, Crestview, Meadowbrook | |
Maturity Date | Various (2) | |
Interest Rate | LIBOR + 6 – 8% based on days outstanding | |
Maximum Credit Limit | $ 4,000,000 | |
Total Lines of Credit - VIEs | $ 1,525,130 | $ 1,383,043 |
Promissory Notes (Details) - _3
Promissory Notes (Details) - Schedule of minimum annual principal payments of notes payable - Notes Payable [Member] | Jun. 30, 2023 USD ($) |
Promissory Notes (Details) - Schedule of minimum annual principal payments of notes payable [Line Items] | |
2023 (remainder) | $ 381,642 |
2024 | 3,365,524 |
2025 | 7,335,633 |
2026 | 755,661 |
2027 | 10,498,794 |
Thereafter | 77,992,679 |
Long-Term Debt, Total | $ 100,329,933 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||||||
Apr. 10, 2023 | Jun. 11, 2021 | May 24, 2021 | Dec. 02, 2019 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | May 08, 2019 | |
Stockholders' Equity (Details) [Line Items] | ||||||||
Paid dividends | $ 182,933 | $ 188,600 | ||||||
Initial issuance of shares | Commencing on the fifth anniversary of the initial issuance of shares of Series A Preferred Stock and continuing indefinitely thereafter, the Company will have a right to call for redemption the outstanding shares of Series A Preferred Stock at a call price equal to $3.75, or 150% of the original issue price of the Series A Preferred Stock, and correspondingly, each holder of shares of Series A Preferred Stock shall have a right to put the shares of Series A Preferred Stock held by such holder back to the Company at a put price equal to $3.75, or 150% of the original issue purchase price of such shares | |||||||
Option value accretion | $ 228,250 | 235,746 | ||||||
Redemption price include premium stated value | 10% | |||||||
Designation, description | the Company launched a new offering under Regulation A of Section 3(6) of the Securities Act of 1933, as amended (the “Securities Act”) for Tier 2 offerings, pursuant to which the Company is offering up to 47,000 shares of Series C Preferred Stock at an offering price of $1,000 per share for a maximum offering amount of $47,000,000. | |||||||
Other issuance costs | $ 26,691 | 18,383 | ||||||
Common Stock, shares authorized (in Shares) | 200,000,000 | 200,000,000 | ||||||
Common stock, par value (in Dollars per share) | $ 0.01 | $ 0.01 | ||||||
Common Stock, shares issued (in Shares) | 12,493,012 | 12,493,012 | ||||||
Common stock shares outstanding (in Shares) | 12,493,012 | 12,493,012 | ||||||
Granted shares (in Shares) | 588,842 | 538,842 | ||||||
Stock options issued, value (in Shares) | 50,000 | 50,000 | ||||||
Stock option expense | $ 226,333 | $ 77,822 | ||||||
Aggregate fair value of the options issued | $ 65,817 | |||||||
Common Stock issued through stock options (in Shares) | 0 | 0 | ||||||
Granted price, per share | $ 1.32 | |||||||
Aggregate share of money options (in Shares) | 538,842 | |||||||
Aggregate intrinsic value | $ 508,954 | |||||||
Preferred Stock [Member] | ||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||
Preferred stock shares, authorized (in Shares) | 10,000,000 | |||||||
Preferred stock par value (in Dollars per share) | $ 0.01 | |||||||
Series A Preferred Stock [Member] | ||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||
Preferred stock shares, authorized (in Shares) | 4,000,000 | 4,000,000 | ||||||
Preferred stock par value (in Dollars per share) | $ 0.01 | $ 0.01 | ||||||
Preferred stock, designated shares (in Shares) | 4,000,000 | |||||||
Cumulative dividends, per shares (in Dollars per share) | $ 0.017 | |||||||
Dividend rate, percentage | 8% | |||||||
Liquidation preference per share (in Dollars per share) | $ 2.5 | |||||||
Liquidation preference (in Shares) | 2.5 | |||||||
Conversion price (in Dollars per share) | $ 2.5 | |||||||
Common stock is greater than liquidation preference, per shares (in Dollars per share) | $ 2.5 | |||||||
Call price | 150% | |||||||
Put price | 150% | |||||||
Preferred stock, issued (in Shares) | 1,826,000 | 1,826,000 | ||||||
Preferred stock, outstanding (in Shares) | 1,826,000 | 1,826,000 | ||||||
Preferred stock totaling | $ 4,565,000 | $ 4,565,000 | ||||||
Accretion of put options totaling | 1,771,166 | $ 1,542,916 | ||||||
Accrued dividends | $ 2,300 | $ 0 | ||||||
Series B Preferred Stock [Member] | ||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||
Preferred stock shares, authorized (in Shares) | 1,000,000 | 1,000,000 | ||||||
Preferred stock par value (in Dollars per share) | $ 0.01 | $ 0.01 | ||||||
Dividend rate, percentage | 8% | |||||||
Preferred Stock default dividend rate percentage | 10% | |||||||
Preferred stock default liquidation preference | $ 10 | |||||||
Liquidation preference per share (in Dollars per share) | $ 10 | |||||||
Initial issuance of shares | Commencing on the fifth anniversary of the initial issuance of shares of Series B Preferred Stock and continuing indefinitely thereafter, the Company will have a right to call for redemption the outstanding shares of Series B Preferred Stock at a call price equal to $15.00, or 150% of the original issue price of the Series B Preferred Stock, and correspondingly, each holder of shares of Series B Preferred Stock shall have a right to put the shares of Series B Preferred Stock held by such holder back to the Company at a put price equal to $15.00, or 150% of the original issue purchase price of such shares. | |||||||
Call price | 150% | |||||||
Put price | 150% | |||||||
Option value accretion | $ 363,208 | $ 368,508 | ||||||
Preferred stock, issued (in Shares) | 747,951 | 747,951 | ||||||
Preferred stock, outstanding (in Shares) | 747,951 | 747,951 | ||||||
Cumulative redeemable preferred stock (in Shares) | 1,000,000 | |||||||
Dividend rate and payment dates, description | Holders of Series B Preferred Stock will be entitled to receive cumulative dividends in the amount of $0.067 per share each month, which is equivalent to the annual rate of 8% of the $10.00 liquidation preference per share; provided that upon an event of default (generally defined as the Company’s failure to pay dividends when due or to redeem shares when requested by a holder), such amount shall be increased to $0.083 per month, which is equivalent to the annual rate of 10% of the $10.00 liquidation preference per share. During the six months ended June 30, 2023 and 2022, the Company paid dividends of $299,330 and $303,570, respectively. | |||||||
Cumulative monthly dividends | $ 0.067 | |||||||
Net of commissions | $ 7,079,716 | $ 2,042,502 | ||||||
Accretion of put options total | 2,405,710 | $ 7,079,716 | ||||||
Paid dividends | 299,330 | 303,570 | ||||||
Received net proceeds | 5,311,188 | |||||||
Series C Preferred Stock [Member] | ||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||
Preferred stock, issued (in Shares) | 47,000 | |||||||
Offering price | $ 1,000 | |||||||
Maximum offering amount | $ 47,000,000 | |||||||
Designated shares (in Dollars per share) | $ 47,000 | |||||||
Initial stated value | $ 1,000 | |||||||
Description of dividends | Holders of Series C Preferred Stock are entitled to receive cumulative monthly cash dividends at a per annum rate of 7% of the stated value (or $5.83 per share each month based on the initial stated value). | |||||||
Cumulative monthly cash dividends | 7% | |||||||
Paid dividends | $ 815,600 | 275,137 | ||||||
Accrued dividends | $ 186,101 | $ 55,785 | ||||||
Redemptions limited percentage | 4% | |||||||
Percentage of aggregate redemption price, description | 11% if the redemption is requested on or before the first anniversary of the original issuance of such shares;•8% if the redemption is requested after the first anniversary and on or before the second anniversary of the original issuance of such shares;•5% if the redemption is requested after the second anniversary and on or before the third anniversary of the original issuance of such shares; and•after the third anniversary of the date of original issuance of shares to be redeemed, no redemption fee shall be subtracted from the redemption price. | |||||||
Preferred stock, voting rights description | The Series C Preferred Stock has no voting rights. | |||||||
Preferred stock, convertible terms description | The Series C Preferred Stock is not convertible into shares of Common Stock. | |||||||
Aggregate of shares (in Shares) | 5,505 | 6,303 | ||||||
Total gross proceeds | $ 5,504,917 | $ 6,297,617 | ||||||
Received net proceeds | $ 5,877,935 | |||||||
Preferred stock shares issued (in Shares) | 27,089 | 21,584 | ||||||
Preferred stock shares outstanding (in Shares) | 27,088,919 | 21,584,002 | ||||||
Gross proceeds totaling | $ 1,600,544 | $ 1,406,815 | ||||||
Aggregate redeemed value | $ 126,500 | |||||||
Series C Preferred Stock [Member] | Redemption Requested on or Before First Anniversary [Member] | ||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||
Percentage of aggregate redemption price | 11% | |||||||
Series C Preferred Stock [Member] | Redemption Requested After First Anniversary and on or Before Second Anniversary | ||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||
Percentage of aggregate redemption price | 8% | |||||||
Series C Preferred Stock [Member] | Redemption Requested After Second Anniversary and on or Before Third Anniversary | ||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||
Percentage of aggregate redemption price | 5% | |||||||
Series C Preferred Stock [Member] | Redemption Requested After Third Anniversary and on or Before Fourth Anniversary | ||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||
Percentage of aggregate redemption price | 0% | |||||||
Series D Preferred Stock [Member] | ||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||
Preferred stock shares, authorized (in Shares) | 75,000 | 75,000 | ||||||
Preferred stock par value (in Dollars per share) | $ 0.01 | $ 0.01 | ||||||
Increase in cumulative monthly cash dividends | 10.50% | |||||||
Preferred stock, issued (in Shares) | 738 | 0 | ||||||
Preferred stock, outstanding (in Shares) | 738 | 0 | ||||||
Net of commissions | $ 307 | |||||||
Accretion of put options total | 654,359 | |||||||
Designated shares (in Dollars per share) | $ 75,000 | |||||||
Initial stated value | $ 1,000 | |||||||
Description of dividends | Holders of Series D Preferred Stock are entitled to receive cumulative monthly cash dividends at a per annum rate of 9.5% of the stated value (or $7.81 per share each month based on the initial stated value); | |||||||
Cumulative monthly cash dividends | 9.50% | |||||||
Monthly cash dividends per share | $ 7.81 | |||||||
Increase in monthly cash dividends per share | $ 8.63 | |||||||
Paid dividends | $ 1,132 | |||||||
Redemptions limited percentage | 5% | |||||||
Redemption price exit premium stated value | 1% | |||||||
Preferred stock, voting rights description | The Series D Preferred Stock has no voting rights relative to matters submitted to a vote of stockholders (other than as required by law). However, the Company may not, without the affirmative vote or written consent of the holders of a majority of the then issued and outstanding Series D Preferred Stock: (i) amend or waive any provision of the certificate of designation or otherwise take any action that modifies any powers, rights, preferences, privileges or restrictions of the Series D Preferred Stock (other than an amendment solely for the purpose of changing the number of shares of Series D Preferred Stock designated for issuance as provided in the certificate of designation); (ii) authorize, create or issue shares of any class of stock having rights, preferences or privileges as to dividends or distributions upon a liquidation that are superior to the Series D Preferred Stock; or (iii) amend the Company’s articles of incorporation in a manner that adversely and materially affects the rights of the Series D Preferred Stock. | |||||||
Preferred stock, convertible terms description | The Series D Preferred Stock is not convertible into shares of Common Stock. | |||||||
Aggregate of shares (in Shares) | 738 | |||||||
Total gross proceeds | $ 737,635 | |||||||
Received net proceeds | $ 654,359 | |||||||
Series D Preferred Stock [Member] | Redemption Requested on or Before First Anniversary [Member] | ||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||
Percentage of discount stated value on redemption price | 10% | |||||||
Series D Preferred Stock [Member] | Redemption Requested After First Anniversary and on or Before Second Anniversary | ||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||
Percentage of discount stated value on redemption price | 10% | |||||||
Series D Preferred Stock [Member] | Redemption Requested After Second Anniversary and on or Before Third Anniversary | ||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||
Percentage of discount stated value on redemption price | 8% | |||||||
Series D Preferred Stock [Member] | Redemption Requested After Third Anniversary and on or Before Fourth Anniversary | ||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||
Percentage of discount stated value on redemption price | 6% | |||||||
Series D Preferred Stock [Member] | Redemption After Fourth Anniversary and on or Before Fifth Anniversary | ||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||
Percentage of discount stated value on redemption price | 4% | |||||||
Series D Preferred Stock [Member] | Redemption After Fifth Anniversary | ||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||
Percentage of discount stated value on redemption price | 0% | |||||||
Common Stock [Member] | ||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||
Common Stock, shares authorized (in Shares) | 200,000,000 | |||||||
Common stock, par value (in Dollars per share) | $ 0.01 | |||||||
Equity Incentive Plan [Member] | ||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||
Granted shares (in Shares) | 588,842 | |||||||
Remaining shares under plan (in Shares) | 411,158 | |||||||
Stock options issued, value (in Shares) | 50,000 | 145,000 | ||||||
Granted price, per share | $ 0.01 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - Schedule of summarizes the stock options outstanding | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Schedule Of Summarizes The Stock Options Outstanding [Abstract] | |
Number of options, outstanding beginning balance | shares | 538,842 |
Weighted average exercise price (per share), outstanding beginning balance | $ / shares | $ 0.01 |
Weighted average remaining contractual term (in years), outstanding beginning balance | 6 years 7 months 6 days |
Number of options, granted | shares | 50,000 |
Weighted average exercise price (per share), granted | $ / shares | $ 1.32 |
Weighted average remaining contractual term (in years), granted | 9 years 7 months 6 days |
Number of options, exercised | shares | 0 |
Weighted average exercise price (per share), exercised | $ / shares | $ 0 |
Weighted average remaining contractual term (in years), exercised | |
Number of options, forfeited / cancelled / expired | shares | 0 |
Weighted average exercise price (per share), forfeited / cancelled / expired | $ / shares | $ 0 |
Weighted average remaining contractual term (in years), forfeited / cancelled / expired | |
Number of options, outstanding ending balance | shares | 588,842 |
Weighted average exercise price (per share), outstanding ending balance | $ / shares | $ 0.16 |
Weighted average remaining contractual term (in years), outstanding ending balance | 6 years 7 months 6 days |
Number of options, exercisable | shares | 423,842 |
Weighted average exercise price (per share), exercisable | $ / shares | $ 0.03 |
Weighted average remaining contractual term (in years), exercisable | 5 years 7 months 6 days |
Stockholders' Equity (Details_2
Stockholders' Equity (Details) - Schedule of summarizes information concerning options outstanding | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Strike Price Range [Member] | |
Stockholders' Equity (Details) - Schedule of summarizes information concerning options outstanding [Line Items] | |
Strike Price Range | $ 1.32 |
Outstanding stock options (in Shares) | shares | 50,000 |
Weighted average remaining contractual term (in years) | 9 years 7 months 6 days |
Weighted average outstanding strike price | $ 1.32 |
Vested stock options (in Shares) | shares | |
Weighted average vested strike price | |
Strike Price One [Member] | |
Stockholders' Equity (Details) - Schedule of summarizes information concerning options outstanding [Line Items] | |
Strike Price Range | $ 0.01 |
Outstanding stock options (in Shares) | shares | 288,675 |
Weighted average remaining contractual term (in years) | 4 years 10 months 24 days |
Weighted average outstanding strike price | $ 0.01 |
Vested stock options (in Shares) | shares | 288,675 |
Weighted average vested strike price | $ 0.01 |
Strike Price Range Two [Member] | |
Stockholders' Equity (Details) - Schedule of summarizes information concerning options outstanding [Line Items] | |
Strike Price Range | $ 0.01 |
Outstanding stock options (in Shares) | shares | 13,500 |
Weighted average remaining contractual term (in years) | 7 years |
Weighted average outstanding strike price | $ 0.01 |
Vested stock options (in Shares) | shares | 13,500 |
Weighted average vested strike price | $ 0.01 |
Strike Price Range Three [Member] | |
Stockholders' Equity (Details) - Schedule of summarizes information concerning options outstanding [Line Items] | |
Strike Price Range | $ 0.01 |
Outstanding stock options (in Shares) | shares | 50,000 |
Weighted average remaining contractual term (in years) | 8 years |
Weighted average outstanding strike price | $ 0.01 |
Vested stock options (in Shares) | shares | 50,000 |
Weighted average vested strike price | $ 0.01 |
Strike Price Range Four [Member] | |
Stockholders' Equity (Details) - Schedule of summarizes information concerning options outstanding [Line Items] | |
Outstanding stock options (in Shares) | shares | 186,667 |
Weighted average remaining contractual term (in years) | 8 years 6 months |
Weighted average outstanding strike price | $ 0.14 |
Vested stock options (in Shares) | shares | 71,667 |
Weighted average vested strike price | $ 0.12 |
Strike Price Range Four [Member] | Minimum [Member] | |
Stockholders' Equity (Details) - Schedule of summarizes information concerning options outstanding [Line Items] | |
Strike Price Range | 0.01 |
Strike Price Range Four [Member] | Maximum [Member] | |
Stockholders' Equity (Details) - Schedule of summarizes information concerning options outstanding [Line Items] | |
Strike Price Range | $ 0.5 |
Stockholders' Equity (Details_3
Stockholders' Equity (Details) - Schedule of black scholes option pricing model with the following assumptions for grants made during the periods indicated | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Stockholders' Equity (Details) - Schedule of black scholes option pricing model with the following assumptions for grants made during the periods indicated [Line Items] | ||
Expected dividend yield | 0% | 0% |
Expected volatility | 245.51% | |
Expected life of options (in years) | 6 years 6 months | |
Minimum [Member] | ||
Stockholders' Equity (Details) - Schedule of black scholes option pricing model with the following assumptions for grants made during the periods indicated [Line Items] | ||
Risk-free interest rate | 1.40% | 1.55% |
Expected volatility | 223.05% | |
Expected life of options (in years) | 6 years 6 months | |
Maximum [Member] | ||
Stockholders' Equity (Details) - Schedule of black scholes option pricing model with the following assumptions for grants made during the periods indicated [Line Items] | ||
Risk-free interest rate | 3.98% | 1.76% |
Expected volatility | 249.77% | |
Expected life of options (in years) | 7 years |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Sep. 01, 2022 | Aug. 31, 2019 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transactions (Details) [Line Items] | ||||||||
Lease amount per month | $ 12,000 | |||||||
Payments for Rent | $ 36,000 | $ 36,000 | $ 72,000 | $ 72,000 | ||||
Consulting agreement per month | $ 8,000 | |||||||
Amount paid for development consulting services | 24,000 | 48,000 | ||||||
Personal guaranties on promissory notes | 245,000 | |||||||
Fees received | 620,000 | $ 250,000 | ||||||
Accrued guaranty fee | 245,000 | $ 1,000,000 | ||||||
Loan portfolio refinance amount for personal guaranty | 62,000,000 | 62,000,000 | ||||||
Mr. Kelly [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Acquisitions paid | $ 20,000 | $ 35,000 | $ 45,000 | $ 35,000 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - USD ($) | 1 Months Ended | |
Aug. 10, 2023 | Jul. 01, 2023 | |
Series C Preferred Stock [Member] | ||
Subsequent Events (Details) [Line Items] | ||
Aggregate of preferred shares (in Shares) | 40 | |
Total gross proceeds | $ 40,000 | |
Net proceeds | 37,300 | |
Series D Preferred Stock [Member] | ||
Subsequent Events (Details) [Line Items] | ||
Aggregate of preferred shares (in Shares) | 1,576 | |
Total gross proceeds | 1,576,000 | |
Net proceeds | $ 1,434,840 |