PART II 2 ea176975-1k_landaapp2.htm ANNUAL REPORT

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 1-K

ANNUAL REPORT

 

ANNUAL REPORT PURSUANT TO REGULATION A OF THE SECURITIES ACT OF 1933

For the fiscal year ended December 31, 2022

 

LANDA APP 2 LLC

(Exact name of issuer as specified in its charter)

 

Commission File Number: 24R-00526

 

Delaware   87-1767314

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

6 W. 18th Street

New York, NY 10011

  10011
(Address of principal executive offices)   (Zip Code)

 

646-905-0931

Issuer’s telephone number, including area code

 

Membership Interests:

 

Landa App 2 LLC - 2174 Scarbrough Road Stone Mountain GA LLC   Landa App 2 LLC - 3192 Lake Monroe Road Douglasville GA LLC
Landa App 2 LLC - 153 Spring Valley Stockbridge GA LLC   Landa App 2 LLC - 45 Robertford Drive Covington GA LLC
Landa App 2 LLC - 126 Wildwood Road Stockbridge GA LLC   Landa App 2 LLC - 303 Kellys Walk Locust Grove GA LLC
Landa App 2 LLC - 137 Spring Valley Circle Stockbridge GA LLC   Landa App 2 LLC - 4085 Springvale Way McDonough GA LLC

 

___________________________________________________

  (Title of each class of securities issued pursuant to Regulation A)  

 

 

 

 

 

 

TABLE OF CONTENTS

 

Cautionary Statement Regarding Forward-Looking Information 1
Business 1
Management’s Discussion and Analysis of Financial Condition and Results of Operations 9
Directors and Officers 21
Security Ownership of Management and Certain Securityholders 22
Interest of Management and Others in Certain Transactions 22
Other Information 24
Financial Statements F-1
Exhibits 25

 

Capitalized terms used but not defined herein have the meanings given to them in Landa App 2 LLC’s offering circular (the “Offering Circular”) most recently qualified by the Securities and Exchange Commission (the “SEC”), dated March 27, 2023, which can be found here.

 

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Part II.

 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

 

The information contained in this report includes some statements that are not historical and that are considered “forward-looking statements.” A cautionary statement regarding forward-looking statements applicable to forward-looking statements found herein can be found under “Cautionary Statement Regarding Forward-Looking Statements” of our Offering Circular, which can be found here and is incorporated herein by reference.

 

Item 1. Business

 

Company Overview

 

Landa App 2 LLC (“we,” “us,” “our,” or the “Company”) was formed in June 2021 as a series limited liability company pursuant to Sections 18-215 and 18-218 of the Delaware Limited Liability Company Act (the “LLC Act”) in order to offer a unique investment opportunity for eligible investors to benefit from the performance of curated and fully managed rental real estate properties.

 

From time to time, the Company will form separate series of membership interests (each a “Series” and the “Series”) for the purpose of offering a unique investment opportunity for eligible investors to benefit from the performance of curated and fully managed rental real estate properties. Each Series is formed to hold a residential rental property as its primary asset (each a “Property” and collectively, the “Properties”).

 

The Company generally offers 10,000 membership interests (each a “Share” and collectively, the “Shares”) in each of the Series (the respective offerings of Shares of each Series each individually referred to herein as an “Offering”). Investors that purchase Shares in any Series acquire a right to receive monthly distributions (which we also refer to as “dividends”) of a portion of the net rental income of such Series. The total distribution amount by a Series, if any, will be calculated by the Manager, acting in its sole discretion, and will be based on a number of factors, including, but not limited to, the total number of Shares sold, fees, expenses, taxes, amounts allocated to reserves, economic conditions, debt service requirements, actual and accrued cash flows of the applicable Series, and other factors that could differ materially from our current expectations. The total distribution amount, if any, will be allocated to each holder of Shares of the applicable Series on a pro-rata basis based on the number of Shares of that Series held.

 

The Company and each Series is managed by Landa Holdings, Inc. (the “Manager”).

 

All Shares are offered through the Landa Mobile App.

 

Series Offering Table

 

The table below shows key information related to the Offering of each Series pursuant to Regulation A of the Securities Act of 1933, as amended (“Regulation A”) subsequent to December 31, 2022 through May 1, 2023. Please also refer to “—Properties” below for further details.

 

Series  Offering
Status
  Qualification
Date
  Opening
Date
  Closing
Date
  Total Number
of Shares
Outstanding(1)
 
Landa Series 303 Kellys Walk  Closed  12/02/2021  12/04/2021  04/27/2022   10,000 
Landa Series 3192 Lake Monroe Road  Closed  12/02/2021  12/04/2021  04/22/2022   10,000 
Landa Series 45 Robertford Drive  Closed  12/02/2021  12/04/2021  04/22/2022   10,000 
Landa Series 4085 Springvale Way  Closed  12/02/2021  12/04/2021  06/27/2022   10,000 
Landa Series 126 Wildwood Road  Closed  12/02/2021  12/04/2021  08/16/2022   10,000 
Landa Series 2174 Scarbrough Road  Closed  12/02/2021  12/04/2021  03/11/2023   10,000 
Landa Series 137 Spring Valley Circle  Open  12/02/2021  12/04/2021  -   7,219 
Landa Series 153 Spring Valley Circle  Open  12/02/2021  12/04/2021  -   5,705 

 

(1)Reflected as of  May 1, 2023.

 

The table below shows key information related to the Offering of each Series pursuant to Regulation A subsequent to December 31, 2022. Please also refer to “—Properties” below for further details.

 

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Properties

 

Descriptions of the Properties as of December 31, 2022 can be found under “Description of the Properties” of our Offering Circular, which can be found here and is incorporated herein by reference.

 

Investment Objectives

 

Our primary investment objectives are to:

 

  realize growth in the value of our Property investments;

 

  maximize net rental income in each of the Properties; and

 

  preserve, protect and return investor capital contribution.

 

We cannot assure you that we will attain these objectives or that the value of our assets will not decrease. 

 

Investment Strategy

 

Our investment strategy is to acquire residential properties on an opportunistic basis. We will focus on acquiring owner-occupied homes, which may include newly constructed properties in neighborhoods with growing rental demand, strong rental history and in geographic regions which provide steady real estate asset growth, and properties that may need improvements or renovations. We do not intend to acquire properties that were previously operated as rental income properties. We intend to leverage our industry expertise, as well as our proprietary technology, to help streamline our property acquisition process.

 

We will focus on acquiring market ready properties, which may include existing income-producing properties or newly constructed properties, in neighborhoods with growing rental demand, strong rental history and in geographic regions which provide steady real estate asset growth. Our acquisition strategy does not include major rehabilitation or repurposing of existing structures, or new ground-up development.

 

Our expected target markets are neighborhoods surrounding metropolitan statistical areas of at least one million (1,000,000) residents, which we estimate having historical capitalization rates ranging from approximately five four percent (45%) to seven percent (7%) for residential properties. In addition, we expect to target cities with growing populations or cities that show strong rental demand.

 

Governmental Regulation

 

Each Series’ respective business practices and Properties are subject to regulation by numerous federal, state and local authorities. See the description of certain applicable regulations under “Regulations” of our Offering Circular, which can be found here and is incorporated herein by reference, for a discussion of applicable governmental regulations. 

 

Industry

 

Residential Housing

 

Residential housing is the largest real estate asset class in the United States, with approximately 140 million total housing units and a total value of more than $43.4 trillion according to Zillow.com as of December 31, 2022. The single-family rental market has grown in recent years as homeownership rate has declined following the global financial crisis. We believe this decline in homeownership is due to a number of factors. First, mortgage financing for the consumer is now harder to obtain due to conservative mortgage underwriting standards which arose after the global financial crisis. Many Americans have limited credit and do not have the liquidity required to put a down payment on a home. Second, the U.S. is undergoing a demographic shift away from the desire to own a home. Americans are looking for more flexibility and mobility in their housing. Finally, over the recent years, home prices have increased faster than wage growth which has created an affordability problem for potential homeowners. These factors have shifted the landscape in the U.S. housing market over the recent years and have contributed to the rise in the demand for rental housing.

 

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We believe that the increased demand for rental housing has created the institutionalization of single-family investment ownership. Prior to 2012, the single-family rental sector primarily consisted of smaller, non-institutional owners and managers, however, larger institutional investors have emerged in recent years. Despite this growth, it is estimated that institutional owners only represent approximately 375,000 units or 2.5% of all single-family rental units in the United States, according to Institutional Real Estate, Inc. The expansion of institutional owners into this asset class has led to management efficiency and technology development in the industry which has improved the cost to manage a rental home. Operating metrics for institutionally managed single-family rentals are now comparable to traditional multi-family properties as single-family rental properties exhibit similar occupancy levels to multi-family properties with lower turnover rates. In addition, according to the National Association of Realtors, the single-family housing market is the most liquid real estate asset class in the United States, with an average of 5.2 million sales of existing homes per year from 2005 to 2021. 

 

Supply: Historically Low and Favorable Conditions Are Expected to Continue

 

The housing market in the United States has not kept pace with population growth and household formation resulting in a shortage in supply. We believe that this supply imbalance has led to higher demand for housing across the country which ultimately affects housing prices. Due to this shortage of housing, the median home prices have increased much faster than what the consumer can afford creating an affordability problem for many Americans, exemplified in the home price to income ratio. In 1995, the home price to income ratio was 4.24, meaning the median cost of a single-family home in the U.S. was 4.24x the average median income. As of December 31, 2021, the home price to income ratio was 7.58, according to the Federal Reserve Bank of St. Louis. We believe that the “American Dream” of owning is starting to fade from the psychology of the U.S. consumer due to the hurdles associated with purchasing a home and the limited affordable supply available. This is exemplified by changes in the homeownership over the past 15 years where the homeownership rate across the country decreased in 90% of U.S. metropolitan areas. As of the end of 2022, the homeownership rate was 65.9% compared to 69% at its all-time high in 2004, according to a report by the U.S. Census Bureau.

 

We believe that the single-family rental industry is well-positioned to provide Americans, who prefer the lifestyle associated with being in a single-family home, an affordable housing solution.

 

Demand: Demographic Shifts and Professionally Managed Services

 

As the hurdles of homeownership continue to grow for the average American, we believe that the demand for rental housing has increased. This shift in demand for rental housing is one of the financial components driven by affordability, however, there is also a demographic shift in the perspective of housing. Delayed household formation, desired mobility, and the illiquidity associated with owning a home are large contributors to the increasing demand for rental housing in the U.S., specifically in the “millennial” population. Millennials, while potentially experiencing higher wage growth compared to previous generations, are also plagued with student debt. According to the Department of Education, as of December 2021, borrowers between ages 24-35 have an average outstanding loan balance of $33,600. This amounts to roughly 8% of the $408,100 median home price in the U.S. Said differently, many millennials have outstanding debt instead of liquidity that could be utilized for a down payment of a home. Millennials are also forming households much later than previous generations, meaning marriage and children are coming later in life. Typically, as these life events happen, the demand for more square footage and transition from apartment living to a single-family household occurs. We believe that the combination of student debt and the delay in household formation amongst the millennial population have contributed to the demand for single-family rental housing.

 

In addition to these structural hurdles that millennials face with respect to homeownership, we believe that there are psychological and geographic factors that play a part in the demand for rental housing. Psychologically, many millennials do not place as high of a value on homeownership as compared to previous generations. The purchase of a house is typically the largest investment that occurs in an individual’s lifetime and millennials are the generation that witnessed this class of investment depreciate during the financial recession. In addition, many millennials have more mobility due to remote working and improved technology. As commerce, industry and technology improve, fewer Americans will be required to be in an office which may lead to an increase in moving– especially in light of the recent move by many businesses to institute “work from home” policies as a result of the outbreak of COVID-19. The flexibility of being on an annual lease compared to owning a home allows for this optionality and thus, aids to drive demand for single family rentals. 

 

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Lastly, we believe demand for single-family rentals will increase as the sophistication of the companies offering housing solutions improves. As of December 2021, single-family rental homes are not uncommon as there are roughly 17.5 million single-family rental homes across the U.S. and the industry has rapidly evolved since the 2008 recession. Since the recession, there has been an influx of institutional capital into the single-family rental space which has changed the general landscape of rental housing. As of December 31, 2021, these institutions only account for approximately less than 3% of the single-family rental industry, according Metlife Investment Management.  We believe they have played a significant role in changing the product. Institutional ownership of single-family rental homes has provided services, technology and convenience to those looking to rent a single-family home and these institutions have been well-positioned to experience the demographic shift away from homeownership. We believe that the institutionalization of the single-family rental industry provides professional management services that make the renting process even easier for many Americans.

 

We believe that these drivers have impacted the single-family rental industry positively already. Single-family rental demand has increased by 31% in the past 10 years according to the Census American Community Survey, compared to 14% for multifamily properties. Additionally, single-family properties have outperformed multifamily properties with respect to rent growth, vacancies, and rent payment delinquencies. As consumer preferences related to housing evolve, we expect that the demand for single-family rental housing will increase and outpace other housing sectors.

 

Our Manager

 

Services Provided

 

Each Series has entered into a management agreement (each, a “Management Agreement”). Pursuant to the Management Agreement, the Manager, among other things, provides certain property management, consulting, Landa Mobile App hosting and support and legal and accounting services to each Series, as well as provides each Series with a management team and the appropriate support personnel to meet our operational needs. Under the Management Agreement, the Manager’s services include, but are not limited to, identifying properties for potential acquisition, conducting any required due diligence with respect to each property, obtaining property appraisals, coordinating inspections and financing (if needed), negotiating the purchase of the properties, arranging for rental of any properties, undertaking, and providing customized advisory services. In addition, the Manager granted each Series a license to use the Landa Mobile App.

 

While we expect each Series to hold its Property indefinitely, the Manager may also coordinate the disposition of a Property, pursuant to the Management Agreement.

 

Investment Decisions and Asset Management 

 

Within our investment policies and objectives, the Manager has discretion with respect to the selection of specific investments and the purchase and sale of the Properties. We believe that successful real estate investment requires the implementation of strategies that permit favorable purchases, effective property management and timely disposition of such Properties. As such, the Manager employs a disciplined investment approach that utilizes its experience with a structure that emphasizes thorough market research, stringent underwriting standards and an extensive down-side analysis of the risks of each investment. The approach also includes active management of each Property acquired.

 

To execute our disciplined investment approach, the Manager takes responsibility for the business plan of each investment. The following practices summarize our investment approach:

 

  Local Market Research – The Manager extensively researches the acquisition and underwriting of each transaction, utilizing both real time market data and the transactional knowledge and experience of our network of professionals and in market relationships.

 

  Underwriting Discipline – The Manager follows a tightly controlled and managed process to examine all elements of a potential investment, including its location, income-producing capacity, prospects for long-range appreciation, tax considerations and liquidity.

 

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  Risk Management – Risk management is a fundamental principle in the management of each of the Properties. Operating or performance risks arise at the investment level and often require real estate operating experience to cure. The Manager reviews the operating performance of investments against projections and provides the oversight necessary to detect and resolve issues as they arise.

 

  Property Management – Prior to the purchase of a Property, the Manager develops an asset business strategy which is customized based on the acquisition and underwriting data. This is a forecast of the action items to be taken and the capital needed to achieve the anticipated returns. The Manager reviews asset business strategies regularly to anticipate changes or opportunities in the market during a given phase of a real estate cycle.

 

Investments in Property

 

Our investment in real estate generally takes the form of holding fee simple title to the Properties.

 

Our obligation to purchase any Property generally is conditioned upon the delivery and verification of certain documents from the seller or developer, including, where appropriate:

 

  plans and specifications;

 

  evidence of marketable title subject to such liens and encumbrances as are acceptable to the Manager;

 

  auditable financial statements covering recent operations of Properties having operating histories;

 

  title and liability insurance policies; and

 

  any other documents or materials required in order to evaluate an investment in a property.

 

In purchasing, leasing and developing Properties, we are subject to risks generally incident to the ownership of real estate. For more information, please see the section entitled “Risk Factors – Risks Related to the Properties and the Offered Seriesof our latest Offering Circular, which can be found here and is incorporated herein by reference.

 

Investment Process

 

The Manager has the authority to make all the decisions regarding the Series’ investments consistent with the investment objectives and leverage policies approved by the Manager and subject to the limitations in each Series’ Operating Agreement.

 

The Manager focuses on the sourcing, acquisition and management of residential properties. The Manager sources investments from former and current financing and investment partners, third-party intermediaries, competitors looking to share risk and investment, and securitization or lending departments of major financial institutions. 

  

In selecting investments, the Manager utilizes its investment and underwriting process, which focuses on ensuring that each prospective investment is being evaluated appropriately. The criteria that the Manager will consider when evaluating prospective opportunities include:

 

  macroeconomic conditions that may influence operating performance;

 

  real estate market factors that may influence real estate valuations, real estate financing or the economic performance of real estate generally;

 

  fundamental analysis of the real estate, including tenant rosters, lease terms, zoning, operating costs and the asset’s overall competitive position in its market;

 

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  real estate and leasing market conditions affecting the Properties;

 

  the cash flow in place and projected to be in place over the expected holding period of the Properties;

 

  the appropriateness of estimated costs and timing associated with capital improvements of the Properties;

 

  a valuation of the investment, investment basis relative to its value and the ability to liquidate an investment through a sale or refinancing of the Properties;

 

  review of third-party reports, including appraisals, engineering and environmental reports;

 

  physical inspections of the real estate and analysis of markets; and

 

  the overall structure of the investment and rights in the transaction documentation.

 

The Manager analyzes each potential investment’s risk-return profile and reviews financing sources, if applicable, to ensure that the investment fits within the parameters of financing facilities and to ensure performance of the real estate asset. 

 

Disposition Policies 

 

We intend to hold and manage the Properties we acquire for an indefinite period of time.  If the Manager, acting in its sole discretion, decides to sell a particular property, it will seek to achieve a selling price that maximizes the distributions to investors based on then-current market conditions. We cannot assure you that this objective will be realized.

 

The determination of when a particular Property should be sold or otherwise disposed of will be made by the Manager, acting in its sole discretion, after consideration of relevant factors, including, but not limited to, prevailing and projected economic conditions, whether the value of the Property is anticipated to appreciate or decline substantially, how any existing leases on a Property may impact the potential sales price, and any other factors that the Manager may deem relevant. Pursuant to the applicable Series’ operating agreement, as well as the Company’s operating agreement, the Manager may determine that it is in the best interests of members to dispose of a Property.

 

Following the sale of a Property, the Manager will distribute the proceeds of such sale pro-rata to the holders of the Shares of the given Series (after payment of any accrued liabilities or debt on the Property or of the Series at that time).

 

Operating Expenses

 

Each Series is responsible for certain expenses related to such Series or the Property held by such Series (hereinafter “Operating Expenses”), including, but not limited to:

 

  interest expense under the applicable acquisition note issued by such Series to the Manager (each an “Acquisition Note”), a refinance note (each a “Refinance Note”) to Lending One LLC (“Lending One”);

 

  any and all fees, costs and expenses incurred in connection with the management of a Property, including Monthly Management Fees, Home Ownership Association fees, taxes, marketing fees, security and maintenance fees;

 

  any and all insurance premiums or expenses, including property insurance in connection with the Series’ Property;

 

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  any withholding or transfer taxes imposed on the Company or a Series as a result of its or their earnings, investments or withdrawals in connection with the Property;

 

  any governmental fees imposed on the capital of the Company or a Series or incurred in connection with compliance with applicable regulatory requirements in connection with the Property;

 

  any legal fees and costs (including settlement costs) arising in connection with any disputes with tenants, litigation or regulatory investigation instituted against the Series or a Manager in connection with the affairs of the Series;

 

  any fees, costs and expenses of engaging a third-party registrar and transfer agent appointed by the Manager in connection with a Series;

 

  any indemnification payments to be made pursuant to the obligations of the Series’ Operating Agreement;

 

  the fees and expenses of the Company’s or a Series’ counsel in connection with advice directly relating to the Series’ legal affairs;

 

  the costs of any other outside appraisers, inspectors, valuation firms, accountants, attorneys or other experts or consultants engaged by the Manager in connection with the operations of the Series; and

 

  any similar expenses that may be determined to be Operating Expenses, as determined by the Manager in its reasonable discretion.

 

The Manager bears its own expenses of an ordinary nature, including all administrative, operating and personnel costs and expenses, taxes, remuneration and expenses paid to employees and utilities expenditures.

 

If the Operating Expenses exceed the amount of revenues generated from a Series and cannot be covered by any Reserves of such Series’ Property, the Manager may (a) pay such Operating Expenses and seek reimbursement and/or (b) loan the amount of the Operating Expenses to the applicable Series and be entitled to reimbursement of such amount from future revenues generated by such Series. In the case that the Manager provides a loan to a Series, the Series will be obligated to pay interest no greater than 7% on that loan at a rate to be determined solely by the Manager. See “Description of Our Business—Our Manager — Manager Compensation.”

 

Further, if the Operating Expenses exceed the amount of revenues generated from a Series and cannot be covered by any Reserves of such Series, then you may be unable to receive distributions until the Series can generate revenue.

 

The Landa Mobile App

 

The Manager owns and operates a mobile app-based investment platform, which we call the “Landa Mobile App.” Through the Landa Mobile App, investors can:

 

  Browse Series’ Offerings and obtain information about a Series and/or Property, including location, property type and projected rental income;

 

  Analyze Properties by reviewing neighborhood statistics and comparable properties in the relevant market;

 

  Connect a bank account to the Landa Mobile App, transfer funds to their Landa Account and monitor their Landa Account balance;

 

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  Review the Series Materials for the applicable Series;

 

  Transact entirely online, including executing digital legal documentation, funds transfer and ownership recordation; and

 

  Manage and track investments through an online portfolio; and receive distributions and regular financial and tax reports.

 

We intend to offer and sell the Shares in our Offerings exclusively through the Landa Mobile App. The Landa Mobile app is available for download on iOS and Android devices.

 

Competition

 

There is significant competition in the real estate industry, including numerous REITs with property acquisition objectives similar to the Series. In addition, we face competition primarily from other real estate investment platform companies such as Roofstock, Inc., Fundrise LLC, Arrived Homes, LLC and Compound Projects, LLC, as well as a range of emerging new companies providing real estate investment products and services. Although we believe that we are well positioned to compete effectively in each facet of our business, there is enormous competition in our market sector and there can be no assurance that we will compete effectively or that we will not encounter increased competition in the future that could limit our ability to conduct our business effectively.

 

Employees

 

We do not have any employees and are externally managed by the Manager. Currently, no Series has employees and we do not expect that any Series will have any employees. Employees of the Manager will provide all operational, administrative, and managerial services to the Company and each Series.

 

Legal Proceedings

 

There are no legal proceedings material to our business or financial condition pending and, to the best of our knowledge, there are no such legal proceedings contemplated or threatened.

 

Risk Factors

 

We face risks and uncertainties that could affect us and our business as well as the real estate industry generally. These risks are outlined under the heading “Risk Factors” contained in our Offering Circular, which can be found here and is incorporated herein by reference, as the same may be updated from time to time by our future filings under Regulation A. In addition, new risks may emerge at any time and we cannot predict such risks or estimate the extent to which they may affect our financial performance. These risks could result in a decrease in the value of our common shares.

 

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes included in this report. As noted in the independent auditor’s report, the audit of our financial statements was conducted for the purpose of forming an opinion on the combined financial statements as a whole. The series-level combining supplemental information is presented for purposes of additional analysis of the combined financial statements rather than to present the financial position, results of operations and cash flows of the individual series. The following discussion contains series-level detail that has not been audited. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements.

 

Overview

 

Since their formation in 2021, each Series has been engaged primarily in acquiring its underlying Property from Landa Properties financed initially through promissory notes issued to the Manager and developing the financial, offering and other materials to begin offering membership interests, or “Shares,” in such Series through the Landa Mobile App. See the Offering Circular under the headings “Description of the Properties” and “Use of Proceeds”, which can be found here, and are incorporated herein by reference, for a description of each of the Properties and information about their acquisition and financing.

 

We are a development-stage company, since we are devoting substantially all our efforts to establishing and maintaining our business and planned principal operations have only recently commenced. As such, the reported financial information herein will likely not be indicative of future operating results or operating conditions. Because of our corporate structure, we are in large part reliant on the Manager and its employees to grow and support our business. There are a number of key factors that will have large potential impacts on our operating results going forward, including, but not limited to, the Manager’s ability to:

 

  continue to identify and acquire high quality, attractive Properties at competitive prices to securitize on the Landa Mobile App;

 

  market the Landa Mobile App and the Offerings in individual Series and attract investors to the Landa Mobile App;

 

  continue to develop the Landa Mobile App and provide the information and technology infrastructure to support the issuance of interests; and

 

  continue to build our existing infrastructure to manage the Properties at a decreasing marginal cost per Property.

 

Each Series was organized in July 2021 and acquired title to its underlying Property from Landa Properties LLC (“Landa Properties”) on December 8, 2021.

 

Each Series commenced operations on December 8, 2021 (Inception).

 

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Recent Developments

 

On March 27 2023, the Company commenced the offer and sale of 10,000 membership interests (each a “Share” and collectively, the “Shares”) in thirty-one (31) additional Series (listed in the table below), for an aggregate total of 310,000 Shares, pursuant to a qualified offering statement under Regulation A.

 

In April 2023, Landa Properties transferred title to the following Properties to each applicable additional Series, as set forth in the table below.

 

Series   Property
Landa App 2 LLC - 4126 Oriely Drive W Jacksonville FL LLC   4126 Oriely Drive W, Jacksonville, FL, 32210
Landa App 2 LLC - 235 Celery Avenue N Jacksonville FL LLC   235 Celery Avenue N, Jacksonville, FL, 32220
Landa App 2 LLC - 580 Dorothy Street Barlow FL LLC   580 Dorothy Street, Bartow, FL, 33830
Landa App 2 LLC - 28 E Hammon Drive Apoka FL LLC   28 E Hammon Drive, Apopka, FL, 32703
Landa App 2 LLC - 6716 Mopsy Lane Jacksonville FL LLC   6716 Mopsy Lane, Jacksonville, FL, 32210
Landa App 2 LLC 1434 Shirley Drive Lakeland FL LLC   1434 Shirley Drive, Lakeland, FL, 33810
Landa App 2 LLC - 8990 Doris Lane Jacksonville FL LLC   8990 Doris Lane, Jacksonville, FL, 32220
Landa App 2 LLC - 1096 Vincent Drive Mount Dora FL LLC   1096 Vincent Drive, Mount Dora, FL, 32757
Landa App2 LLC - 301 Woodstream Drive Gastonia NC LLC   301 Woodstream Drive, Gastonia, NC, 28056
Landa App 2 LLC - 1120 9th Court Pleasant Grove AL LLC   1120 9th Court, Pleasant Grove, AL, 35127
Landa App 2 LLC - 808 Home Trail Gastonia NC LLC   808 Home Trail, Gastonia, NC, 28052
Landa App 2 LLC - 179 Poplar Springs Drive Mulga AL LLC   179 Poplar Springs Drive, Mulga, AL, 35118
Landa App 2 LLC - 4464 Willow Street Gardendale AL LLC   4464 Willow Street, Gardendale, AL, 35071
Landa App 2 LLC - 7817 3rd Street South Biirmingham AL LLC   7817 3rd Avenue S, Birmingham, AL, 35206
Landa App 2 LLC - 1713 Alfen Street Jacksonville FL LLC   1713 Alfen Street, Jacksonville, FL, 32254
Landa App 2 LLC - 1744 Mountain Drive Tarrant AL LLC   1744 Mountain Drive, Tarrant, AL, 35217
Landa App 2 LLC - 6820 66th Street South Birmingham AL LLC   6820 66th Street S, Birmingham, AL, 35212
Landa App 2 LLC - 650 Willow Bend Lane Bessemer AL LLC   650 Willow Bend Ln, Bessemer, AL, 35023
Landa App 2 LLC - 113 Hughes Avenue Sanford FL LLC   113 Hughes Avenue, Sanford, FL, 32771
Landa App 2 LLC - 5844 Willow Crest Drive Pinson AL LLC   5844 Willow Crest Drive, Pinson, AL, 35126
Landa App 2 LLC - 1625 W Mcfarland Avenue Gastonia NC LLC   1625 W McFarland Avenue, Gastonia, NC, 28054
Landa App 2 LLC - 913 2nd Street Kings Mountain NC LLC   913 2nd Street, Kings Mountain, NC, 28086
Landa App 2 LLC - 200 15th Court Northwest Center Point AL LLC   200 15th Court NW, Center Point, AL, 35215
Landa App 2 LLC - 503 8th Street South Bessemer AL LLC   503 8th Street S, Bessemer, AL, 35020
Landa App 2 LLC - 503 East Robinson Street Dallas NC LLC   503 E Robinson Street, Dallas, NC, 28034
Landa App 2 LLC - 4037 Stone Drive Bessemer AL LLC   4037 Stone Drive, Bessemer, AL, 35022
Landa App 2 LLC - 4601 Sylvaner Lane Birmingham AL LLC   4601 Sylvaner Lane, Birmingham, AL, 35244
Landa App 2 LLC - 8048 Old Plank Road Jacksonville FL LLC   8048 Old Plank Road, Jacksonville, FL, 32220
Landa App 2 LLC - 340 17th Ave Center Point AL LLC   340 17th Ave, Center Point, AL 35215
Landa App 2 LLC - 2150 Tishamingo Drive Birmingham AL LLC   2150 Tishamingo Drive Birmingham, AL 35217
Landa App 2 LLC - 3029 Cedaridge Drive Tampa FL LLC   3029 Cedaridge Drive Tampa, FL 33618

 

10

 

 

Each of the following Series issued an Acquisition Note to the Manager in connection with the acquisition of its Property, the terms of which are listed in the table below. Each of these Acquisition Notes represents a related-party loan between each respective Series and the Manager. The Acquisition Notes are interest-bearing and have a five (5) yeare term from their respective Loan Date (listed below), and are an unsecured obligation of the applicable Series.

 

Series  Principal
Amount (1)
   Annual
Interest
Rate
   Loan
Date (2)
Landa App 2 LLC - 4126 Oriely Drive W Jacksonville FL LLC  $251,465    4.50%  05/03/2022
Landa App 2 LLC - 235 Celery Avenue N Jacksonville FL LLC  $280,599    4.50%  05/03/2022
Landa App 2 LLC - 580 Dorothy Street Barlow FL LLC  $241,252    4.50%  05/24/2022
Landa App 2 LLC - 28 E Hammon Drive Apoka FL LLC  $271,393    4.50%  05/24/2022
Landa App 2 LLC -6716 Mopsy Lane Jacksonville FL LLC  $237,362    4.50%  05/24/2022
Landa App 2 LLC 1434 Shirley Drive Lakeland FL LLC  $268,554    4.50%  05/24/2022
Landa App 2 LLC - 8990 Doris Lane Jacksonville FL LLC  $136,785    4.50%  05/24/2022
Landa App 2 LLC - 1096 Vincent Drive Mount Dora FL LLC  $315,357    4.50%  05/24/2022
Landa App2 LLC - 301 Woodstream Drive Gastonia NC LLC  $290,432    4.50%  05/25/2022
Landa App 2 LLC - 1120 9th Court Pleasant Grove AL LLC  $187,510    4.50%  05/24/2022
Landa App 2 LLC - 808 Home Trail Gastonia NC LLC  $322,459    4.50%  05/24/2022
Landa App 2 LLC - 179 Poplar Springs Drive Mulga AL LLC  $178,993    4.50%  05/24/2022
Landa App 2 LLC - 4464 Willow Street Gardendale AL LLC  $243,829    4.50%  05/24/2022
Landa App 2 LLC - 7817 3rd Street South Biirmingham AL LLC  $135,983    4.50%  05/24/2022
Landa App 2 LLC - 1713 Alfen Street Jacksonville FL LLC  $182,221    4.50%  05/24/2022
Landa App 2 LLC - 1744 Mountain Drive Tarrant AL LLC  $188,821    4.50%  05/24/2022
Landa App 2 LLC - 6820 66th Street South Birmingham AL LLC  $194,505    4.50%  05/24/2022
Landa App 2 LLC - 650 Willow Bend Lane Bessemer AL LLC  $184,132    4.50%  05/24/2022
Landa App 2 LLC - 113 Hughes Avenue Sanford FL LLC  $325,956    4.50%  05/24/2022
Landa App 2 LLC - 5844 Willow Crest Drive Pinson AL LLC  $254,760    4.50%  05/24/2022
Landa App 2 LLC - 1625 W Mcfarland Avenue Gastonia NC LLC  $275,108    4.50%  05/24/2022
Landa App 2 LLC - 913 2nd Street Kings Mountain NC LLC  $176,271    4.50%  05/24/2022
Landa App 2 LLC - 200 15th Court Northwest Center Point AL LLC  $168,567    4.50%  05/24/2022
Landa App 2 LLC - 503 8th Street South Bessemer AL LLC  $156,106    4.50%  05/24/2022
Landa App 2 LLC - 503 East Robinson Street Dallas NC LLC  $184,476    4.50%  05/24/2022
Landa App 2 LLC - 4037 Stone Drive Bessemer AL LLC  $228,364    4.50%  05/24/2022
Landa App 2 LLC - 4601 Sylvaner Lane Birmingham AL LLC  $345,886    4.50%  05/24/2022
Landa App 2 LLC - 8048 Old Plank Road Jacksonville FL LLC  $299,140    4.50%  05/24/2022
Landa App 2 LLC - 340 17th Ave Center Point AL LLC  $189,141    4.50%  06/28/2022
Landa App 2 LLC - 2150 Tishamingo Drive Birmingham AL LLC  $224,319    4.50%  06/28/2022
Landa App 2 LLC - 3029 Cedaridge Drive Tampa FL LLC  $393,284    4.50%  07/01/2022

 

(1) The principal amount will be due and payable by the Series within 30 days after demand by the Manager, as lender, at any time prior to the liquidation, dissolution or winding up of the Series.

 

(2) Each Acquisition Note was entered into on the date set forth in the table above. Interest began to accrue on the Acquisition Notes when title to the Property was transferred to the Series.

 

11

 

 

On April 28, 2023, each of the following Series entered into Additional Borrowings with L Finance LLC, the terms of which are listed in the table below. Each Additional Borrowing is secured by the Property underlying the respective Series, and bear interest at a rate that is the higher of SOFR + 7%, or 12.5%.

 

Series  Principal
Amount
   Maturity
Date
Landa Series 235 Celery Avenue N  $184,875   04/28/2024
Landa Series 580 Dorothy Street  $137,750   04/28/2024
Landa Series 28 E Hammon Drive  $155,875   04/28/2024
Landa Series 6716 Mopsy Lane  $137,750   04/28/2024
Landa Series 1434 Shirley Drive  $156,600   04/28/2024
Landa Series 8990 Doris Lane  $83,375   04/28/2024
Landa Series 1096 Vincent Drive  $210,250   04/28/2024
Landa Series 301 Woodstream Drive  $160,950   04/28/2024
Landa Series 1120 9th Court  $94,250   04/28/2024
Landa Series 179 Poplar Springs Drive  $98,238   04/28/2024
Landa Series 4464 Willow Street  $177,625   04/28/2024
Landa Series 7817 3rd Street South  $76,125   04/28/2024
Landa Series 1713 Alfen Street  $112,375   04/28/2024
Landa Series 1744 Mountain Drive  $87,000   04/28/2024
Landa Series 6820 66th Street South  $108,025   04/28/2024
Landa Series 650 Willow Bend Lane  $119,625   04/28/2024
Landa Series 113 Hughes Avenue  $201,550   04/28/2024
Landa Series 5844 Willow Crest Drive  $155,875   04/28/2024
Landa Series 1625 W Mcfarland Avenue  $175,450   04/28/2024
Landa Series 913 2nd Street  $108,750   04/28/2024
Landa Series 200 15th Court Northwest  $82,650   04/28/2024
Landa Series 503 8th Street South  $87,000   04/28/2024
Landa Series 503 East Robinson Street  $107,300   04/28/2024
Landa Series 4037 Stone Drive  $137,750   04/28/2024
Landa Series 4601 Sylvaner Lane  $205,900   04/28/2024
Landa Series 8048 Old Plank Road  $221,125   04/28/2024
Landa Series 340 17th Ave  $100,050   04/28/2024
Landa Series 2150 Tishamingo Drive  $94,250   04/28/2024
Landa Series 3029 Cedaridge Drive  $250,850   04/28/2024

 

Additionally, subsequent to the qualification of the Company’s current Offering Circular (which can be found here), the Company reported recent developments, including dividend payments, lease renewals, or other developments on Form 1-U with respect to certain Series. These developments can be found here (dividend payment), here (lease renewal), and here (issuance of notes), and are each incorporated by reference to their respective hyperlinked Form 1-U.

 

Market Outlook—Real Estate Finance Markets

 

While the ongoing impact of COVID-19 has created uncertainty about the overall stability of the economic and financial market, we remain encouraged by the fundamentals of the residential housing market and believe there will be an increased demand for residential rentals. As we look ahead the next three years, we believe improving fundamentals, transactions, and residential real estate lending activities will continue to strengthen in core United States metro markets. We also expect high foreign direct investment in United States markets and real estate assets to continue. Further, the assistance provided by governmental support programs and commitments is expected to support U.S. capital markets over the immediate future.

 

If markets continue to strengthen, the competition for risk-adjusted yield will become increasingly fierce. We believe that innovative funding options and quicker closing timelines from the Manager allow for greater financing availability in a period of rising competition amongst capital providers.

 

12

 

 

However, risks related to inflation, interest rate hikes and regulatory uncertainty could adversely affect growth and the values of our investments. In the event market fundamentals deteriorate, our real estate portfolio may be impaired as a result of lower occupancy, lower rental rates, and/or declining values. Further, these circumstances may materially impact the cost and availability of credit to borrowers, hampering the ability of the Manager to acquire new investments with attractive risk-reward dynamics.

 

Over the short term, we remain cautiously optimistic about the opportunity to acquire investments offering attractive risk-adjusted returns in our targeted investment markets. However, we recognize disruptions in financial markets can occur at any time. By targeting modest leverage and short target investment durations, we believe we will remain well positioned, as compared to our competitors, in the event current market dynamics deteriorate.

 

Recently, the US experienced the fastest increase in prices since 1981, leading to inflation exceeding nine percent (9%) in June 2022 and six and a half percent (6.5%) in December 2022, according to the U.S. Bureau of Labor Statistics. In response, the Federal Reserve raised interest rates by the largest amount since 1994, ending a near four-decade trend of falling, near-zero interest rates. This shift in interest rates drove mortgage rates to their highest levels in nearly 14 years. We believe that the net result of these increases in interest rates further deter home purchase activity generally, but particularly among millennials who are more likely to require debt, which ultimately may lead to an increase in demand for rentals.

 

Rising inflation may adversely affect a Series by increasing costs of goods, materials, labor, and fuel, which may increase such Series’ operating expenses. In addition, higher interest rates, may make it difficult or expensive for a Series to refinance any outstanding indebtedness, including the Acquisition Notes (as defined in the Offering Circular) or the Additional Borrowings, with a new mortgage or other debt financing. As of the date hereof, neither the Company nor any of the Series has been materially impacted by inflationary pressures or rising interest rates.The Manager will continue to monitor and assess economic conditions, and intends to take reasonable steps to mitigate any impact on a Series and/or its underlying Property, or the Company in general.

 

Impact of Coronavirus Pandemic

 

The international spread of COVID-19 was declared a global pandemic by the World Health Organization on March 11, 2020. The extent to which this pandemic could continue to affect our financial condition, liquidity, and results of operations is difficult to predict and depends on evolving factors, including, but not limited to, duration, scope, government actions, and other social responses. Beginning in March 2020, many states in the U.S., including Georgia, where our current Properties are located, implemented stay-at-home and shutdown orders for all “non-essential” business and activity in an aggressive effort to mitigate the spread of COVID-19. These orders have continued to evolve resulting in a full or partial lifting of these restrictions at various points over the past two years. Vaccinations for the COVID-19 virus have been widely distributed among the general U.S. population which has resulted in a loosening of previously mandated restrictions. However, the potential emergence of vaccine-resistant variants of COVID-19 could trigger restrictions to be put back in place. Such restrictions may include mandatory business shut-downs, reduced business operations and social distancing requirements.

 

The pandemic’s duration and severity and the extent of the adverse health impact on the general population and on the local population where our Properties are and will be located are unknown. These, among other items, will likely impact the economy, the unemployment rate and our operations and could materially affect our future combined results of operations, financial condition, liquidity, investments and overall performance. In addition, our business may be affected by our ability to hire and/or maintain adequate staffing and disruption in the supply chain for building, construction and related goods and materials. For more information, please see the section entitled “Risk Factors – The COVID-19 pandemic may adversely affect our businessof our Offering Circular, which is incorporated herein by reference.

 

13

 

 

Results of Operations

 

The following table sets forth key components of our results of operations during the year ended December 31, 2022 and the initial period of December 8, 2021 (Commencement of Operations) through December 31, 2021 (the “Initial Period”)

 

Category  Year Ended
December 31, 2022
   For the initial period
December 8, 2021
(Commencement of
Operations) to
December 31, 2021
 
Rental Income  $155,742   $9,563 
Management Fee   12,078    775 
HOA Fee   548    39 
Insurance expense   3,766    324 
Real estate taxes   21,547    1,255 
Repairs & maintenance   11,314    - 
Utilities   1,809    - 
Depreciation expense   51,289    4,275 
Interest expense   49,893    3,380 
Total Expenses   152,244    10,048 
Net Operating Income (Loss) before Income Taxes   3,498    (485)
Provision for Income Taxes   3,032    49 
Total Income/(Loss)  $466   $(534)

 

Revenues

 

Revenues are generated at the Series level. Each Series generates revenue through rental income earned from its underlying Property. Our total revenue for all Series in the aggregate increased by $146,179, or 1,529%, to $155,742 for the year ended December 31, 2022 from $9,563 for the Initial Period ended December 31, 2021.

 

Operating Expenses

 

The Operating Expenses incurred by each Series prior to such Series acquiring title to its underlying Property from Landa Properties are paid by the Manager. For more information about the operating expenses of the Series and the Properties, please see “Description of our Business – Operating Expenses” of our Offering Circular, which can be found here and is incorporated herein by reference.

 

Each Series is responsible for its own Operating Expenses once it acquires title to its underlying Property.

 

For the year ended December 31, 2022 and for the Initial Period ended December 31, 2021, the Series in the aggregate incurred total aggregate of $152,244 and $10,048, respectively, in Operating Expenses (on a total combined basis).

 

14

 

 

The following table summarizes the Operating Expenses by category:

 

Category  Year Ended
December 31, 2022
   For the initial period
December 8, 2021
(Commencement of
Operations) to
December 31, 2021
 
Management Fee  $12,078   $775 
HOA Fee   548    39 
Insurance expense   3,766    324 
Real estate taxes   21,547    1,255 
Repairs & maintenance   11,314    - 
Utilities   1,809    - 
Depreciation expense   51,289    4,275 
Interest expense   49,893    3,380 
Total Operating Expenses  $152,244   $10,048 

 

The following table summarizes the Operating Expenses for each Series:

 

Series  Year Ended
December 31, 2022
   For the initial period
December 8, 2021
(Commencement of
Operations) to
December 31, 2021
 
Landa Series 303 Kellys Walk  $18,029   $1,196 
Landa Series 3192 Lake Monroe Road   15,553    1,014 
Landa Series 45 Robertford Drive   23,484    1,616 
Landa Series 4085 Springvale Way   20,748    1,530 
Landa Series 126 Wildwood Road   18,066    1,177 
Landa Series 2174 Scarbrough Road   18,573    1,091 
Landa Series 137 Spring Valley Circle   17,230    1,177 
Landa Series 153 Spring Valley Circle   20,561    1,247 
Total Operating Expenses  $152,244   $10,048 

 

Net Income/ (Loss)

 

As a result of the cumulative effect of the foregoing factors, we generated aggregate net income (loss) of $466 and $(534) for the year ended December 31, 2022 and for the Initial Period ended December 31, 2021, respectively.

 

The following table summarizes net income/(loss) for each Series:

 

Series  Year Ended
December 31, 2022
   For the initial period
December 8, 2021
(Commencement of
Operations) to
December 31, 2021
 
Landa Series 303 Kellys Walk  $2,491   $119 
Landa Series 3192 Lake Monroe Road   710    9 
Landa Series 45 Robertford Drive   2,740    7 
Landa Series 4085 Springvale Way   3,157    11 
Landa Series 126 Wildwood Road   (48)   (93)
Landa Series 2174 Scarbrough Road   (3,388)   (193)
Landa Series 137 Spring Valley Circle   (702)   (270)
Landa Series 153 Spring Valley Circle   (4,494)   (124)
Total Net Income/(Loss)  $466   $(534)

 

15

 

 

Liquidity and Capital Resources

 

The Company did not commence its operations prior to the qualification of its initial Offering Statement. In addition, no Series commences its operations prior to the qualification of an offering statement (or amendment) in which the Series is included and the transfer of title of each of the Properties from Landa Properties to the applicable Series. Once a Series commences its planned principal operations, it will incur significant additional expenses. Until such time as a Series has the capacity to generate cash flows from operations, it may seek additional capital, including from the Manager.

 

Cash Balances

 

As of December 31, 2022 and 2021, the Company itself had no cash or cash equivalents on hand. Cash is held at the Series level. On a total combined basis, as of December 31, 2022, the Series, in the aggregate, had $41,657 on hand, as compared to $99,986 on hand as of December 31, 2021.

 

The following table summarizes the cash and cash equivalents by Series:

 

Series  As of
December 31,
2022
   As of
December 31,
2021
 
Landa Series 303 Kellys Walk  $7,225   $12,889 
Landa Series 3192 Lake Monroe Road   3,882    15,983 
Landa Series 45 Robertford Drive   5,929    20,587 
Landa Series 4085 Springvale Way   4,591    16,403 
Landa Series 126 Wildwood Road   6,470    10,530 
Landa Series 2174 Scarbrough Road   4,998    7,421 
Landa Series 137 Spring Valley Circle   4,397    7,691 
Landa Series 153 Spring Valley Circle   4,165    8,482 
Total Cash  $41,657   $99,986 

 

Loans

 

Acquisition Notes

 

Each Series financed 100% of the costs associated with the acquisition of its Property, including an acquisition fee and expenses associated with sourcing its Property, with an Acquisition Note issued by such Series to the Manager, the terms of which are listed in the table below. Each of these Acquisition Notes represents a related-party loan between each respective Series and the Manager. The Acquisition Notes are interest-bearing and are an unsecured obligation of the applicable Series.

 

Loan  Series  Principal
 Amount(1)
   Annual
Interest
Rate
   Loan
Date(2)
  Current
Outstanding
Amount(3)
 
1  Landa Series 2174 Scarbrough Road(4)  $183,204    4.50%  07/28/2021  $10,185 
2  Landa Series 153 Spring Valley Circle  $201,557    4.50%  07/28/2021  $42,538 
3  Landa Series 126 Wildwood Road  $185,571    4.50%  07/28/2021  $- 
4  Landa Series 137 Spring Valley Circle(4)  $176,953    4.50%  07/28/2021  $25,275 
5  Landa Series 3192 Lake Monroe Road  $168,518    4.50%  07/28/2021  $28 
6  Landa Series 45 Robertford Drive  $273,675    4.50%  07/28/2021  $- 
7  Landa Series 303 Kellys Walk  $237,426    4.50%  09/07/2021  $54 
8  Landa Series 4085 Springvale Way(4)  $245,767    4.50%  07/01/2021  $- 

 

(1) The principal amount is due and payable by the Series within 30 days after demand by the Manager, as lender, at any time prior to the liquidation, dissolution or winding up of the Series.
   
(2) Each Acquisition Note was entered into on the date set forth in the table above. Interest began to accrue on the Acquisition Notes when title to the Property was transferred to the Series.
   
(3) The Current Outstanding Amount as of December 31, 2022.

 

(4) On April 18, 2022, this Series amended its Acquisition Note to reduce the principal amount payable on such Acquisition Note.

 

16

 

 

Refinance Notes

 

Certain Series previously issued a Refinance Note to Lending One, the terms of which are listed in the table below. Each Refinance Note is secured by the Property underlying the respective Series. Each Series paid down, or otherwise discharged, a portion of the outstanding balance of its Acquisition Note with the Refinance Note. Each Refinance Note is interest-only and is secured by the Property underlying the respective Series.

 

Series  Principal
Amount
   Annual
Interest
Rate
   Loan
Date
  Maturity
Date
  Principal
Repayment (1)
   Principal
Repayment
Date (1)
   Current
Outstanding
Amount (2)
   Monthly
Mortgage
Interest
Expense
 
Landa Series 303 Kellys Walk  $157,500    4.80%  12/8/2021  *  $(25,356)   4/14/2022   $132,144   $536 
Landa Series 3192 Lake Monroe Road   122,500    4.80%  12/8/2021  *   (13,906)   4/14/2022    108,594    440 
Landa Series 45 Robertford Drive   180,750    4.80%  12/8/2021  *   -    -    180,750    733 
Landa Series 4085 Springvale Way   132,080    4.80%  12/8/2021  *   -    -    132,080    536 
Landa Series 126 Wildwood Road   116,250    4.80%  12/8/2021  *   -    -    116,250    471 
Landa Series 2174 Scarbrough Road   116,250    4.80%  12/8/2021  *   -    -    116,250    471 
Landa Series 137 Spring Valley Circle   108,750    4.80%  12/8/2021  *   -    -    108,750    441 
Landa Series 153 Spring Valley Circle   122,250    4.80%  12/8/2021  *   (5,985)   4/14/2022    116,265    472 
Total Refinance Note  $1,056,330              $(45,247)       $1,011,083   $4,100 

 

(1)On April 14, 2022, Landa Series 153 Spring Valley Circle, Landa Series 303 Kellys Walk, and Landa Series 3192 Lake Monroe Road each made a principal repayment of $5,985, $23,356, and $13,906, respectively due to mortgages taken in excess of the amount needed to fund the property during qualification.

 

(2)The Current Outstanding Amount as of December 31, 2022.

 

*The earlier of (i) January 1, 2027 and (ii) the date on which the unpaid principal balance on the Refinance Note becomes due and payable by acceleration or otherwise or the exercise of any of Lending One’s rights or remedies.

 

17

 

 

Plan of Operations

 

We plan to launch an as of yet undetermined number of additional Series and related offerings in the next twelve (12) months with properties that we acquire from our affiliates, including Landa Properties. The proceeds from any additional offerings closed during the next twelve (12) months will be used for, among other things, the acquisition of properties by the Series conducting the offerings. No investor in any Series will, by virtue of its interest in such Series, including its underlying Property, have any interest in, or rights to acquire an interest in, any other Series.

 

While each Series intends to hold its Property indefinitely, as each Property reaches what the Manager believes to be its optimum value, the Manager may consider disposing of such Property. Please see “Business – Our Manager – Disposition Policies” for more information about our disposition policy with respect to the Properties.

 

We expect that the rental income earned from each Series’ Property will satisfy each Series’ cash requirements. Each Series we may seek additional capital in the form of debt financing from other financing sources to satisfy any additional cash requirements, including a related-party loan between each Series and the Manager.

 

Off-Balance Sheet Arrangements

 

Neither the Company nor any of the Series had during the periods presented, and does not currently have, any off-balance sheet arrangements.

 

Critical Accounting Policies and Estimates

 

The preparation of financial statements in conformity with GAAP requires the Manager to make assumptions, estimates and judgments that affect the amounts reported, including the notes thereto, and related disclosures of commitments and contingencies, if any. We have identified certain accounting policies that are significant to the preparation of our financial statements. These accounting policies are important for an understanding of our financial condition and results of operations. Critical accounting policies are those that are most important to the portrayal of our financial condition and results of operations and require management’s difficult, subjective or complex judgment, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Certain accounting estimates are particularly sensitive because of their significance to financial statements and because of the possibility that future events affecting the estimate may differ significantly from management’s current judgments. We believe the following critical accounting policies involve the most significant estimates and judgments used in the preparation of our financial statements.

 

Revenue Recognition

 

The Company adopted ASU 2014-09, Revenue from Contracts with Customers, and its related amendments, effective December 8, 2021.

 

We determine revenue recognition through the following steps:

 

  identification of a contract with a customer;

 

  identification of the performance obligations in the contract;

 

  determination of the transaction price;

 

  allocation of the transaction price to the performance obligations in the contract; and

 

  recognition of revenue when or as the performance obligations are satisfied.

 

18

 

 

Operating Expenses

 

If the Operating Expenses exceed the amount of revenues generated from a Series and cannot be covered by any Reserves of such Series, the Manager may (a) pay such Operating Expenses and seek reimbursement and/or (b) loan the amount of the Operating Expenses to the applicable Series and be entitled to reimbursement of such amount from future revenues generated by such Series. In the case that the Manager provides a loan to a Series, the Series will be obligated to pay interest on that loan at a rate to be determined solely by the Manager, but which will be no greater than seven percent (7%).

 

Fees to the Manager

 

Monthly Management Fee: Each Series pays the Manager a monthly management fee ranging from five percent (5%) to ten percent (10%) of Gross Monthly Rent for each Property.

 

Acquisition Fee: The Acquisition Notes issued by each Series to the Manager in connection with the acquisition of its Property included amounts attributable to an acquisition fee due to the Manager ranging from five percent (5%) to ten percent (10%) of the purchase price of the Property.

 

Property Diligence Expenses: The Acquisition Notes issued by each Series to the Manager in connection with the acquisition of its Property included amounts attributable to any and all fees, costs and expenses incurred in connection with the evaluation, discovery, and investigation of such Property incurred prior to such acquisition, including legal fees associated with the title insurance, appraisal costs and inspection costs, and any other expenses associated with the acquisition of a Property.

 

Brokerage Fee: The broker of record for each Offering is expected to receive a brokerage fee equal to one percent (1%) of the amount raised from investors through each Series’ Offering. We comply with the requirements of FASB ASC 340-10-S99-1 with regards to offering costs. Prior to the completion of a Series’ Offering, offering costs are capitalized. The deferred offering costs are charged to members’ equity upon the completion of an Offering or to expense if the Offering is not completed.

 

Administrative Costs: In accordance with FASB ASC 720, administrative costs, including accounting fees and legal fees, are expensed as incurred. See “Item 1. Business—Operating Expenses” for additional information.

 

For more information about the fees payable to the Manager, please see “Description of our Business—Our Manager—Manager Compensation” of our Offering Circular, which can be found here and is incorporated herein by reference.

 

19

 

 

Fair Value of Financial Instruments

 

FASB guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:

 

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities.

 

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active).

 

Level 3 - Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable.

 

The carrying amounts reported in the balance sheets approximate their fair value.

 

Earnings (Loss) / Income per Membership Interest

 

Upon completion of an Offering, each Series intends to comply with accounting and disclosure requirements of ASC Topic 260, Earnings per Share. For each Series, earnings (loss) / income per interest will be computed by dividing net (loss) / income for a particular Series by the weighted average number of outstanding interests in that particular Series during the year.

 

Recently Issued Accounting Pronouncements

 

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). This ASU supersedes the previous revenue recognition requirements in ASC Topic 605—Revenue Recognition and most industry-specific guidance throughout the ASC. The core principle within this ASU is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration expected to be received for those goods or services. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers, which deferred the effective date for ASU 2014-09 by one year to fiscal years beginning after December 15, 2017, while providing the option to early adopt for fiscal years beginning after December 15, 2016. Transition methods under ASU 2014-09 must be through either (i) retrospective application to each prior reporting period presented or (ii) retrospective application with a cumulative effect adjustment at the date of initial application. We adopted this new standard upon formation in October 2019. The adoption of this standard did not have a material impact on our financial statements.

 

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). This ASU requires a lessee to recognize a right-of-use asset and a lease liability under most operating leases in its balance sheet. The ASU is effective for annual and interim periods beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted. We are continuing to evaluate the impact of this new standard on our financial reporting and disclosures.

 

We do not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying combined financial statements. As new accounting pronouncements are issued, we will adopt those that are applicable under the circumstances.

 

20

 

 

Item 3. Directors and Officers

 

Directors, Executive Officers and Significant Employees of the Company

 

Neither the Company, nor any Series, has any directors, executive officers, or employees, and we do not expect the Company or any Series to appoint or hire any directors, executive officers, or employees.

 

Directors, Executive Officers and Significant Employees of the Manager

 

The following individuals constitute the members of the board of directors (the “Board”), executive management and significant employees of the Manager:

 

Name   Position   Age   Term of Office
Directors and Executive Officers:            
Yishai Cohen   Chairman, Chief Executive Officer and President   27   Since September 2019
Amit Assaraf   Chief Technology Officer, Director   26   Since September 2019
Charles Tomlinson   Head of Finance    58     Since February 2022
Non-Employee Directors:            
Arnon Dinur   Director   50   Since September 2019
Gigi Levy-Weiss   Director   50   Since September 2019
Yaniv Sarig   Director   43   Since September 2019

 

There are no family relationships between any director, executive officer or significant employee of the Manager.

 

Directors and Executive Officers

 

Yishai Cohen, Chairman, Chief Executive Officer and President. Mr. Cohen is the co-founder of Landa Holdings, Inc. and has served as its President and Chairman of the Board since September 2019, and its Chief Executive Officer since April 2020. Prior to founding Landa Holdings, Inc., Mr. Cohen was the founder of SmartBus, an Israeli-based business-to-business transportation platform, which was acquired in 2016. Mr. Cohen has extensive experience in internet and mobile products, marketplaces and technology.

 

Amit Assaraf, Chief Technology Officer and Director. Mr. Assaraf is the co-founder of Landa Holdings, Inc. and has served as its Chief Technology Officer and member of the Board of Landa Holdings, Inc. since September 2019. Mr. Assaraf has over 10 years of experience in software engineering and system architecture, specializes in consumer products and cyber security. Prior to co-founding Landa Holdings, Inc., Mr. Assaraf served as a technical lead of several high-tech companies, including Landbridge Ltd., Helpi Ltd., Genesis Labs Ltd., and CityPark Ltd. Mr. Assaraf is a graduate of the Elite Intelligence Unit 8200 of the Israeli Defense Forces.

 

Charles Tomlinson, Head of Finance. Mr. Tomlinson has served as the Principal Financial Officer and Principal Accounting Officer of Landa Holdings, Inc. since February 2022. Mr. Tomlinson has over 30 years of experience in the real estate industry and has actively managed several real estate investment trusts. Prior to joining Landa Holdings, Inc., Mr. Tomlinson served as Director of REIT Compliance for Equus Capital Partners, Ltd. Mr. Tomlinson is a graduate of the University of Maryland with a B.S. in Accounting and Finance.

 

Non-Employee Directors

 

Arnon Dinur, Director. Mr. Dinur has served as a member of the Board of Landa Holdings, Inc. since September 2019. Mr. Dinur is a partner at 83North, and serves also as a director at Applicaster Ltd., Beach Bum Ltd., Lendbuzz, Inc., Marqeta, Inc., Mixtiles Ltd., EX.CO Ltd., Podimo ApS, Snappy App, Inc., Stuff That Works Ltd., Superplay Ltd., Terrascope Limited (Fatmap) and VIA Transportation, Inc. He also serves as a board observer at Bluevine Capital Inc. and Wolt Enterprises Oy. Mr. Dinur is also a board member at Lobby99, a non-profit organization. Mr. Dinur holds a LL.B. in Law and a BA in accounting from Tel Aviv University, and an MBA from the University of Texas at Austin.

 

21

 

 

Gigi Levy-Weiss, Director. Mr. Levy-Weiss has served as a member of the Board of Landa Holdings, Inc. since September 2019. Mr. Levy-Weiss is the founding partner of NFX, a $275 million leading seed venture firm. Prior to NFX, Gigi served as the CEO of 888 Holdings, PLC (LSE: 888.L). Mr. Levy-Weiss previously founded, and assumed senior positions at, a number of startups including Playtika and Inception, and has been an investor in companies such as Kenshoo, Moon Active, Plarium, MyHeritage, Optimove, Selina, Houseparty, R2Net, SimilarWeb, NanoRep, Replay Technology, and SpaceApe. Mr. Levy-Weiss currently serves on the Supervisory Board of Bertelsmann SE & Co. KGaA and on the Client Advisory Council of Facebook. In addition, Mr. Levy-Weiss is a member of the board of directors of the Middle East Entrepreneurs of Tomorrow and is a member of the advisory board of the Technology Management, Innovation and Entrepreneurship MBA at Tel Aviv University. Mr. Levy-Weiss served as a pilot in the Israeli Air Force and holds an MBA from the Kellogg School of Management at Northwestern University.

 

Yaniv Sarig, Director. Mr. Sarig has served as a member of the Board of Landa Holdings, Inc. since September 2019. Mr. Sarig is a co-founder, director and President and Chief Executive Officer of Mohawk Group, Inc. Prior to co-founding Mohawk, Mr. Sarig led the Financial Services Engineering department at Coverity, a leading software startup providing code quality and security solutions for top financial institutions and hedge funds in New York including NYSE, Nasdaq, JPMC and Barclays, from April 2012 to April 2014. Before joining Coverity, Mr. Sarig held lead technical roles at Bloomberg from October 2011 to April 2012 and EPIQ Systems, Inc. (Nasdaq: EPIQ), a legal process outsourcing company, from February 2006 to October 2011. Prior to moving to New York City, Mr. Sarig lived in Israel where he held various software engineering roles at startups from various industries including companies involved in digital printing solutions and military navigation systems. Mr. Sarig served in the IDF Special Forces where he obtained the rank of Sergeant First Class and holds a BS in Computer Science from Touro College.

 

Compensation of Executive Officers

 

Neither the Company, nor any Series has any executive officers or employees, nor does the Company or any Series currently intend to hire any executive officers or employees who will be compensated directly by us. Each of the executive officers of our Manager manages our day-to-day affairs; oversees the review, selection and recommendation of investment opportunities; services acquired investments; and monitors the performance of these investments to ensure that they are consistent with our investment objectives. Each of these individuals receives compensation for his or her services, including services performed for us on behalf of our Manager, from our manager. Although each Series indirectly bears some of the costs of the compensation paid to these individuals, through the monthly management fee that each Series pays to the Manager, we do not intend to pay any compensation directly to these individuals.

 

Compensation of our Manager

 

For information regarding the compensation of our Manager, please see “Description of our Business – Manager Compensation” in our Offering Circular, which can be found here and is incorporated herein by reference.

 

Item 4. Security Ownership of Management and Certain Securityholders

 

The Company and each Series are managed by the Manager and do not have directors or executive officers. The Manager is the sole member of the Company and neither the Manager nor any of its directors or executive officers own Shares in any of the Series.

 

Item 5. Interest of Management and Others in Certain Transactions Other Information

 

We are subject to various conflicts of interest arising out of our relationship with the Manager and its affiliates.

 

Please see “Interest of Management and Others in Certain Transactions Other Information” in our Offering Circular, which can be found here and is incorporated herein by reference.

 

22

 

 

Transactions

 

Property Acquisitions

 

Each Series previously issued an Acquisition Note to the Manager in connection with the acquisition of its Property.

 

The acquisitions of the Properties by the Series were not, or will not be, arm’s length transactions. Each Series treated, or will treat, its acquisition as a transaction between entities under common control per Accounting Standards Codification (“ASC”) 805-50 and recorded, or will record, the transaction at its carryover basis.

 

Nevertheless, Landa Properties acquired each Property for either the same purchase price that each Series paid for such Property or the most recent appraisal value or broker price opinion, as applicable, for such Property.

 

For more information on the purchase prices of the Properties, please see “Use of Proceeds” of our Offering Circular, which can be found here and is incorporated herein by reference.

 

Loans

 

Each Series financed 100% of the costs associated with the acquisition of its Property, including an acquisition fee and expenses associated with sourcing its Property, with an Acquisition Note issued by such Series to the Manager.

 

See Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Loans for information related to the Loans.

 

Our Affiliates’ Interests

 

General

 

The Manager also serves as manager to Landa App LLC and Landa App 3 LLC, each a Delaware series limited liability company also formed for the purpose of offering a unique investment opportunity for eligible investors to benefit from the performance of curated and fully managed rental real estate properties. Each series of Landa App LLC and Landa App 3 LLC is similarly managed by the Manager. The Manager may also manage other affiliate companies in the future.

 

The executive officers of the Manager will also manage operations for each Series. These persons will have legal obligations with respect to those entities that are similar to their obligations to the Company. In the future, however, these persons and other affiliates of the Manager may organize other real estate-related programs and acquire for their own accounts real estate properties that may be suitable for us.

 

In addition, each of the Manager’s executive officers will also provide executive and management services to other affiliated entities. As a result, they will owe duties to each of these entities, their holders, members and partners. These duties may from time-to-time conflict with the duties that they owe to the Company and each Series. These persons will also have conflicts of interest with respect to our agreements and arrangements with the Manager and other affiliates of the Manager, which were not negotiated at arm’s length, and their terms may not have been as favorable to us as if they had been negotiated at arm’s length with an unaffiliated third party. Except as provided in the Master Agreement or the applicable Management Agreement, the Manager is not required to make available any particular individual personnel to us or any Series.

 

23

 

 

The Manager’s executive officers will not be required to devote a specific amount of time to our affairs. As a result, we cannot provide any assurances regarding the amount of time the Manager will dedicate to the management of our business. Accordingly, we may compete with the Manager and any of its current and future programs, funds, vehicles, managed accounts, ventures or other entities owned and/or managed by the Manager or one of its affiliates, including the Manager, which we refer to collectively as the Manager-sponsored vehicles, for the time and attention of these officers in connection with our business. We may not receive the level of support and assistance that we might otherwise receive if we were internally managed.

 

For more information related to the risks associated with the Manager’s management of our affiliates who operate competing businesses, please see the section entitled “Risk Factors—Risk Related to the Company and the Manager–The Manager may have a conflict of interest as it manages multiple Series, the Company, and an affiliate company of ours that leases residential properties and has a financial interest in certain agreements of the Series, any of which could result in the Manager not acting in the best interest of a particular Series” of our Offering Circular, which can be found here and is incorporated herein by reference.

 

Payment of Certain Fees and Expenses of the Manager

 

Each Series pays or reimburses the Manager for fees and expenses incurred by the Manager in connection with its management of the Series and the Properties, including, but not limited to, any ongoing expense of the Series or the Property that is paid by the Manager, expenses in connection with the special servicing of the non-performing Properties and the liquidation of the Properties, and, if applicable, interest payments on related-party loans for operations, issued by the Manager to a Series. These fees and expenses payable by the Series to the Manager and its affiliates were not determined on an arm’s length basis.

 

Please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Other Fees to the Manager” for more information about the fees and expenses payable to the Manager. See also “Interest of Management and Others in Certain Transactions Other Information” in our Offering Circular, which can be found here and is incorporated herein by reference.

 

Item 6. Other Information

 

None.

 

24

 

 

Item 7. Financial Statements

 

INDEX TO THE FINANCIAL STATEMENTS

 

    Page
Report of the Independent Auditors   F-2
Combined Balance Sheets as of December 31, 2022 and 2022   F-3
Combined Statements of Operations for the year ended December 31, 2022 and the Initial Period ended December 31, 2021   F-4
Combined Statements of Members’ Equity for the year ended December 31, 2022 and the Initial Period ended December 31, 2021   F-5
Combined Statements of Cash Flows for the year ended December 31, 2022 and the Initial Period ended December 31, 2021   F-6
Combining Balance Sheets as of December 31, 2022 and 2021   F-7
Combining Statements of Operations for the year ended December 31, 2022 and the Initial Period ended December 31, 2021   F-11
Combining Statements of Members’ Equity for the year ended December 31, 2022 and the Initial Period ended December 31, 2021   F-15
Combining Statements of Cash Flows for the year ended December 31, 2022 and the Initial Period ended December 31, 2021   F-18
Notes to the Financial Statements   F-23

 

F-1

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Manager and Members of

Landa App 2 LLC

 

Opinion on the Financial Statements

 

We have audited the accompanying combined and combining balance sheets of Landa App 2 LLC in total and for each series of the Landa App 2 LLC, Landa Series 126 Wildwood Road, Landa Series 137 Spring Valley Circle, Landa Series 2174 Scarborough Road, Landa Series 303 Kellys Walk, Landa Series 3192 Lake Monroe Road, Landa Series 4085 Springvale Way, Landa Series 45 Robertford Drive and Landa Series 153 Spring Valley Circle (collectively the “Company”) as of December 31, 2022 and 2021, the related combined and combining statements of operations, members’ equity and cash flows for the year ending December 31, 2022 and for the period June 15, 2021 (inception) to December 31, 2021 in total and for each Series, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for the year ended December 31, 2022 and for the period June 15, 2021 (inception) to December 31, 2021 in total and for each Series, in conformity with accounting principles generally accepted in the United States of America.

 

Explanatory Paragraph – Going Concern

The accompanying combined and combining financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 1, Landa App 2 LLC has not commenced planned principal operations and has not generated revenues or profits from inception. Once Landa App 2 LLC commences its planned principal operations it will incur significant additional expenses and be dependent upon additional capital resources. In addition, each Series commenced operations and has incurred losses and is dependent upon additional capital resources. These conditions raise substantial doubt about Landa App 2 LLC and each Series’ ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion 

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. 

We conducted our audits in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

/s/ Marcum LLP

Marcum LLP

 

We have served as the Company’s auditor since 2021.

 

New York, NY

May 2, 2023

 

F-2

 

 

LANDA APP 2 LLC (LANDA APP 2)

LANDA APP 2 SERIES GROUP (SERIES)

COMBINED BALANCE SHEETS

 

   As of December 31, 
   2022   2021 
         
Assets        
Cash & restricted cash  $41,657   $99,986 
Escrow   768    - 
Accounts receivable, net   2,071    3,482 
Due from related party   93,971    - 
Investments in single-family residential properties, net of depreciation   1,500,252    1,551,541 
           
Total assets  $1,638,719   $1,655,009 
           
Liabilities and members’ equity          
Due to related party  $6,835   $512,932 
Other liabilities   7,030    49 
Security deposit   13,419    12,804 
Acquisition note payable   78,080    - 
Mortgage payable   1,011,083    1,056,330 
Total liabilities   1,116,447    1,582,115 
           
Members’ equity   522,272    72,894 
           
Total liabilities and members’ equity  $1,638,719   $1,655,009 

 

See accompanying notes which are an integral part of these combined financial statements.

 

F-3

 

 

LANDA APP 2 LLC (LANDA APP 2)

LANDA APP 2 SERIES GROUP (SERIES)

COMBINED STATEMENTS OF OPERATIONS

 

   For the
Twelve Months
Ended
   For the
Initial Period
Ended
 
   December 31,
2022
   December 31,
2021
 
         
Rental income  $155,742   $9,563 
           
Expenses          
Management fee   12,078    775 
HOA fee   548    39 
Insurance expense   3,766    324 
Real estate taxes   21,547    1,255 
Utilities   1,809    - 
Repairs & maintenance   11,314    - 
Depreciation expense   51,289    4,275 
Interest expense   49,893    3,380 
           
Total expenses   152,244    10,048 
           
Gain (loss) before income taxes  $3,498   $(485)
           
Provision for income taxes   3,032    49 
           
Net income (loss)  $466   $(534)

 

See accompanying notes which are an integral part of these combined financial statements.

 

F-4

 

 

LANDA APP 2 LLC (LANDA APP 2)

LANDA APP 2 SERIES GROUP (SERIES)

COMBINED STATEMENTS OF MEMBERS’ EQUITY

FOR THE YEAR ENDED DECEMBER 31, 2022 AND

FOR THE INITIAL PERIOD ENDED DECEMBER 31, 2021

 

   Total
Combined
Members’
Equity
 
Opening balance December 8, 2021  $- 
      
Proceeds from members’ interest   73,429 
      
Net loss for the Initial Period ended December 31, 2021   (534)
      
Members’ equity as of December 31, 2021   72,895 
      
Proceeds from members’ interest   512,978 
      
Distributions   (64,067)
      
Net income   466 
      
Members’ equity as of December 31, 2022  $522,272 

 

 

See accompanying notes which are an integral part of these combined financial statements.

 

F-5

 

 

LANDA APP 2 LLC (LANDA APP 2)

LANDA APP 2 SERIES GROUP (SERIES)

COMBINED STATEMENTS OF CASH FLOWS

 

   For the
Year Ended
December 31,
2022
   For the Initial
Period Ended
December 31,
2021
 
         
CASH FLOWS FROM OPERATING ACTIVITIES:        
Net income (loss)  $466   $(534)
Adjustments to reconcile net income (loss) to net cash          
provided by (used in) operating activities-          
Depreciation   51,289    4,275 
Changes in assets and liabilities-          
Increase in escrow   (768)   - 
Decrease (Increase) in accounts receivable   1,411    (3,482)
Increase in due from related party   (36,525)   (45,170)
Increase in other liabilities   6,981    49 
Increase in tenant security deposits   615    12,804 
Increase (decrease) in due to related party   (485,462)   558,102 
Net cash provided by (used in) operating activities   (461,993)   526,044 
           
CASH FLOWS FROM INVESTING ACTIVITIES:          
(Decrease) in investments   -    (1,555,816)
Net cash used in investing activities   -    (1,555,816)
           
CASH FLOWS FROM FINANCING ACTIVITIES:          
Proceeds from sales of membership interests   512,978    73,428 
Shareholder dividends   (64,067)   - 
Proceeds from mortgage   (45,247)   1,056,330 
Net cash provided by financing activities   403,761    1,129,758 
           
NET INCREASE (DECREASE) IN CASH   (58,329)   99,986 
           
CASH BALANCE - BEGINNING OF PERIOD   99,986    - 
           
CASH BALANCE - END OF PERIOD  $41,657   $99,986 

 

See accompanying notes which are an integral part of these combined financial statements.

 

F-6

 

 

LANDA APP 2 LLC (LANDA APP 2)

LANDA APP 2 SERIES GROUP (SERIES)

COMBINING BALANCE SHEETS

 

   Landa App 2 LLC   Landa Series 126
Wildwood Road
   Landa Series 137
Spring Valley Circle
 
   As of December 31,   As of December 31,   As of December 31, 
   2022   2021   2022   2021   2022   2021 
                         
Assets                        
Cash & restricted cash  $       -   $       -   $6,470   $10,530   $4,397   $7,691 
Escrow   -    -    227    -    138    - 
Accounts receivable   -    -    -    521    -    535 
Due from related party   -    -    6,657    -    -    - 
Investments in single-family residential properties, net of depreciation   -    -    166,647    172,343    175,063    181,045 
                               
Total Assets  $-   $-   $180,001   $183,394   $179,598   $189,271 
                               
Liabilities and Members’ Equity                              
Due to related party  $-   $-   $-   $59,356    6,835    60,635 
Other liabilities   -    -    -    -    -    - 
Security deposit   -    -    1,400    1,400    1,325    1,325 
Acquisition note payable   -    -    -    -    25,275    - 
Mortgage payable   -    -    116,250    116,250    108,750    108,750 
Due to Landa Holdings Inc.   -    -    -    -    -    13,750 
                               
Total Liabilities   -    -    117,650    177,006    142,185    184,460 
                               
Members’ equity   -    -    62,351    6,388    37,413    4,811 
                               
Total Liabilities and Members’ Equity  $-   $-   $180,001   $183,394   $179,598   $189,271 

 

See accompanying notes which are an integral part of these combining financial statements.

 

F-7

 

 

LANDA APP 2 LLC (LANDA APP 2)

LANDA APP 2 SERIES GROUP (SERIES)

COMBINING BALANCE SHEETS

(CONTINUED)

 

   Landa Series 153
Spring Valley Circle
   Landa Series 2174
Scarborough Road
   Landa Series 303
Kellys Walk
 
   As of December 31,   As of December 31,   As of December 31, 
   2022   2021   2022   2021   2022   2021 
                         
Assets                        
Cash & restricted cash  $4,165   $8,482   $4,998   $7,421   $7,225   $12,889 
Escrow   140    -    263    -    -    - 
Accounts receivable   -    535    -    385    -    206 
Due from related party   6,921    6,000    5,272    -    54,306    25,420 
Investments in single-family residential properties, net of depreciation   181,469    187,671    166,316    172,001    173,103    179,032 
                               
Total Assets  $192,695   $202,688   $176,849   $179,807   $234,634   $217,547 
                               
Liabilities and Members’ Equity                              
Due to related party  $-   $73,857   $-   $51,930    -    48,568 
Other liabilities   -    -    -    -    3,201    40 
Security deposit   1,675    1,450    1,550    1,160    2,050    2,050 
Acquisition note payable   42,538    -    10,185    -    54    - 
Mortgage payable   116,265    122,250    116,250    116,250    132,144    157,500 
Due to Landa Holdings Inc.   -    -    -    6,000    -    - 
                               
Total Liabilities   160,478    197,557    127,985    175,340    137,449    208,158 
                               
Members’ equity   32,217    5,131    48,864    4,467    97,185    9,389 
                               
Total Liabilities and Members’ Equity  $192,695   $202,688   $176,849   $179,807   $234,634   $217,547 

 

See accompanying notes which are an integral part of these combining financial statements.

 

F-8

 

 

LANDA APP 2 LLC (LANDA APP 2)

LANDA APP 2 SERIES GROUP (SERIES)

COMBINING BALANCE SHEETS

(CONTINUED)

 

   Landa Series 3192
Lake Monroe Road
   Landa Series 4085
Springvale Way
   Landa Series 45
Robertford Drive
 
   As of December 31,   As of December 31,   As of December 31, 
   2022   2021   2022   2021   2022   2021 
                         
Assets                        
Cash & restricted cash  $3,882   $15,983   $4,591   $16,403   $5,929   $20,587 
Escrow   -    -    -    -    -    - 
Accounts receivable   -    247    -    619.00    2,071    434 
Due from related party   8,260    13,750    4,079    -    8,476    - 
Investments in single-family residential properties, net of depreciation   151,894    157,086    234,214    242,222    251,546    260,141 
                               
Total Assets  $164,036   $187,066   $242,884   $259,244   $268,022   $281,162 
                               
Liabilities and Members’ Equity                              
Due to related party  $-   $49,655   $-   $87,251    -    81,680 
Other liabilities   1,076    3    1,280    4    1,473    2 
Security deposit   1,325    1,325    1,995    1,995    2,099    2,099 
Acquisition note payable   28    -    -         -    - 
Mortgage payable   108,594    122,500    132,080    132,080    180,750    180,750 
Due to Landa Holdings Inc.   -    -    -    25,420    -    - 
                               
Total Liabilities   111,023    173,483    135,355    246,750    184,322    264,531 
                               
Members’ equity   53,013    13,583.00    107,529    12,494    83,700    16,631.00 
                               
Total Liabilities and Members’ Equity  $164,036   $187,066   $242,884   $259,244   $268,022   $281,162 

 

See accompanying notes which are an integral part of these combining financial statements.

 

F-9

 

 

LANDA APP 2 LLC (LANDA APP 2)

LANDA APP 2 SERIES GROUP (SERIES)

COMBINING BALANCE SHEETS

(CONTINUED)

 

   Total Combining
Balance Sheet
 
   As of December 31, 
   2022   2021 
         
Assets        
Cash & restricted cash  $41,657   $99,986 
Escrow   768    - 
Accounts receivable   2,071    3,482 
Due from related party   93,971    45,170 
Investments in single-family residential properties, net of depreciation   1,500,252    1,551,541 
           
Total Assets  $1,638,719   $1,700,179 
           
Liabilities and Members’ Equity          
Due to related party   6,835    512,932 
Other liabilities  $7,030   $49 
Security deposit   13,419    12,804 
Acquisition note payable   78,080    0 
Mortgage payable   1,011,083    1,056,330 
Due to Landa Holdings Inc.   -    45,170 
           
Total Liabilities   1,116,447    1,627,285 
           
Members’ equity   522,272    72,894 
           
Total Liabilities and Members’ Equity  $1,638,719   $1,700,179 

 

See accompanying notes which are an integral part of these combining financial statements.

 

F-10

 

 

LANDA APP 2 LLC (LANDA APP 2)

LANDA APP 2 SERIES GROUP (SERIES)

COMBINING STATEMENTS OF OPERATIONS

 

   Landa App 2 LLC   Landa Series 126
Wildwood Road
   Landa Series 137
Spring Valley Circle
 
   For the
Year Ended
December 31,
2022
   For the Period
June 15,
2021
(Inception) to
December 31,
2021
   For the
Year Ended
December 31,
2022
   For the
Initial
Period Ended
December 31,
2021
   For the
Year Ended
December 31,
2022
   For the
Initial
Period Ended
December 31,
2021
 
Rental income  $       -   $       -   $18,018   $1,084   $16,528   $907 
                               
Expenses                              
Management fee   -    -    1,394    87    1,322    82 
HOA fee   -    -    -    -    -    - 
Insurance expense   -    -    413    36    484    39 
Real estate taxes   -    -    2,572    207    2,694    209 
Repairs & maintenance   -    -    2,411    -    1,528    - 
Utilities   -    -    -    -    -    - 
Depreciation expense   -    -    5,696    475    5,982    499 
Interest expense   -    -    5,580    372    5,220    348 
                               
Total expenses   -    -    18,066    1,177    17,230    1,177 
                               
Net operating income (loss) before provision for income tax   -    -    (48)   (93)   (702)   (270)
                               
Provision for income taxes   -    -    -    -    -    - 
                               
Net income (loss)  $-   $-   $(48)  $(93)  $(702)  $(270)

 

See accompanying notes which are an integral part of these combining financial statements.

 

F-11

 

 

LANDA APP 2 LLC (LANDA APP 2)

LANDA APP 2 SERIES GROUP (SERIES)

COMBINING STATEMENTS OF OPERATIONS

(CONTINUED)

 

   Landa Series 153
Spring Valley Circle
   Landa Series 2174
Scarborough Road
   Landa Series 303
Kellys Walk
 
   For the
Year Ended
December 31,
2022
   For the Initial
Period Ended
December 31,
2021
   For the
Year Ended
December 31,
2022
   For the Initial
Period Ended
December 31,
2021
   For the
Year Ended
December 31,
2022
   For the Initial
Period Ended
December 31,
2021
 
Rental income  $16,067   $1,123   $15,185   $898   $21,350   $1,355 
                               
Expenses                              
Management fee   1,285    90    1,202    72    1,708    108 
HOA fee   -    -    -    -    125    10 
Insurance expense   431    37    442    38    491    45 
Real estate taxes   2,725    212    3,217    135    2,397    35 
Repairs & maintenance   4,286    -    1,943    -    27    - 
Utilities   130    -    504    -    -    - 
Depreciation expense   6,202    517    5,685    474    5,929    494 
Interest expense   5,502    391    5,580    372    7,352    504 
                               
Total expenses   20,561    1,247    18,573    1,091    18,029    1,196 
                               
Net operating income (loss) before provision for income taxes   (4,494)   (124)   (3,388)   (193)   3,321    159 
                               
Provision for income taxes   -    -    -    -    830    40 
                               
Net income (loss)  $(4,494)  $(124)  $(3,625)  $(193)  $2,491   $119 

 

See accompanying notes which are an integral part of these combining financial statements.

 

F-12

 

 

LANDA APP 2 LLC (LANDA APP 2)

LANDA APP 2 SERIES GROUP (SERIES)

COMBINING STATEMENTS OF OPERATIONS

(CONTINUED)

 

   Landa Series 3192
Lake Monroe Road
   Landa Series 4085
Springvale Way
   Landa Series 45
Robertford Drive
 
   For the
Year Ended
December 31,
2022
   For the Initial
Period Ended
December 31,
2021
   For the
Year Ended
December 31,
2022
   For the Initial
Period Ended
December 31,
2021
   For the
Year Ended
December 31,
2022
   For the Initial
Period Ended
December 31,
2021
 
Rental income  $16,500   $1,026   $24,957   $1,545   $27,137   $1,625 
                               
Expenses                              
Management fee   1,320    82    1,947    124    1,900    130 
HOA fee   -    -    423    29    -    - 
Insurance expense   393    34    528    45    584    50 
Real estate taxes   1,886    73    3,502    242    2,554    142 
Repairs & maintenance   1,119    -    -    -    -    - 
Utilities   -    -    -    -    1,175    - 
Depreciation expense   5,192    433    8,008    667    8,595    716 
Interest expense   5,643    392    6,340    423    8,676    578 
                               
Total expenses   15,553    1,014    20,748    1,530    23,484    1,616 
                               
Net Income (loss) before provision for income tax   947    12    4,209    15    3,653    9 
                               
Provision for income taxes   237    3    1,052    4    913    2 
                               
Net income (loss)  $710   $9   $3,157   $11   $2,740   $7 

 

See accompanying notes which are an integral part of these combining financial statements.

 

F-13

 

 

LANDA APP 2 LLC (LANDA APP 2)

LANDA APP 2 SERIES GROUP (SERIES)

COMBINING STATEMENTS OF OPERATIONS

(CONTINUED)

 

   Total Combining
Statements of Operations
 
   For the
Year Ended
December 31,
2022
   For the
Initial
Period Ended
December 31,
2021
 
Rental income  $155,742   $9,563 
           
Expenses          
Management fee   12,078    775 
HOA fee   548    39 
Insurance expense   3,766    324 
Real estate taxes   21,547    1,255 
Repairs & maintenance   11,314    - 
Utilities   1,809    - 
Depreciation expense   51,289    4,275 
Interest expense   49,893    3,380 
           
Total expenses   152,244    10,048 
           
Net Income (loss) before provision for income tax   3,498    (485)
           
Provision for income taxes   3,032    49 
           
Net income (loss)  $466   $(534)

 

See accompanying notes which are an integral part of these combining financial statements.

 

F-14

 

 

LANDA APP 2 LLC (LANDA APP 2)

LANDA APP 2 SERIES GROUP (SERIES)

COMBINING STATEMENTS OF MEMBERS’ EQUITY

 

   Landa
App LLC
   Landa
Series 126
Wildwood
Road
   Landa
Series 137
Spring
Valley
Circle
   Landa
Series 153
Spring
Valley
Circle
 
December 8, 2021 (Inception) Balance  $      -   $-   $-   $- 
Proceeds from sales of members’ interest   -    6,481    5,081    5,255 
Net income (loss)   -    (93)   (270)   (124)
Members’ equity as of December 31, 2021   -    6,388    4,811    5,131 
                     
Proceeds from sales of members’ interest   -    62,840    38,896    38,541 
Distributions   -    (6,829)   (5,592)   (6,961)
Net income (loss)   -    (48)   (702)   (4,494)
Members’ equity as of December 31, 2022  $-   $62,351   $37,413   $32,217 

 

See accompanying notes which are an integral part of these combining financial statements.

 

F-15

 

 

LANDA APP 2 LLC (LANDA APP 2)

LANDA APP 2 SERIES GROUP (SERIES)

COMBINING STATEMENTS OF MEMBERS’ EQUITY

(CONTINUED)

 

   Landa
Series 2174
Scarbrough
Road
   Landa
Series 303
Kellys
Walk
   Landa
Series 3192
Lake Monroe
Road
   Landa
Series 4085
Springvale
Way
 
December 8, 2021 (Inception) Balance  $-   $-   $-   $- 
Proceeds from sales of members’ interest   4,660    9,271    13,574    12,483 
Net income (loss)   (193)   119    9    11 
Members’ equity (deficit) as of December 31, 2021   4,467    9,390    13,583    12,494 
                     
Proceeds from sales of members’ interest   53,149    95,977    46,070    101,204 
Distributions   (5,364)   (10,673)   (7,350)   (9,326)
Net income (loss)   (3,388)   2,491    710    3,157 
Members’ equity as of December 31, 2022  $48,864   $97,185   $53,013   $107,529 

 

See accompanying notes which are an integral part of these combining financial statements.

 

F-16

 

 

LANDA APP 2 LLC (LANDA APP 2)

LANDA APP 2 SERIES GROUP (SERIES)

COMBINING STATEMENTS OF MEMBERS’ EQUITY

(CONTINUED)

 

 

   Landa
Series 45
Robertford
Drive
   Total
Combined
 
December 8, 2021 (Inception) Balance  $-   $- 
Proceeds from sales of members’ interest   16,624    73,429 
Net income (loss)   7    (534)
Members’ equity as of December 31, 2021   16,631    72,895 
           
Proceeds from sales of members’ interest   76,301    512,978 
Distributions   (11,972)   (64,067)
Net income (loss)   2,740    466 
Members’ equity as of December 31, 2022  $83,700   $449,377 

 

See accompanying notes which are an integral part of these combining financial statements.

 

F-17

 

 

LANDA APP 2 LLC (LANDA APP 2)

LANDA APP 2 SERIES GROUP (SERIES)

COMBINING STATEMENTS OF CASH FLOWS

 

   Landa App 2 LLC   Landa Series 126
Wildwood Road
 
   For the
Year Ended
December 31,
2022
   For the
Initial
Period Ended
December 31,
2021
   For the
Year Ended
December 31,
2022
   For the
Initial
Period Ended
December 31,
2021
 
CASH FLOWS FROM OPERATING ACTIVITIES:                
Net income (loss)  $       -   $       -   $(48)  $(93)
Adjustments to reconcile net income (loss) to net cash                    
provided by (used in) operating activities:                    
Increase (decrease) in depreciation   -    -    5,696    475 
Changes in assets and liabilities:                    
Escrow   -    -    (227)   - 
Accounts receivable   -    -    521    (521)
Due from related party   -    -    (6,657)   - 
Other liabilities   -    -    -    - 
Tenant security deposits             -    1,400 
Due to related party   -    -    (59,356)   59,356 
Net cash provided by (used in) operating activities   -    -    (60,071)   60,617 
                     
CASH FLOWS FROM INVESTING ACTIVITIES:                    
Increase (decrease) in investments   -    -    -    (172,818)
Net cash provided by (used in) investing activities   -    -    -    (172,818)
                     
CASH FLOWS FROM FINANCING ACTIVITIES:                    
Proceeds from sales of members’ interest   -    -    62,840    6,481 
Shareholder dividends   -    -    (6,829)   - 
Proceeds from mortgage   -    -    -    116,250 
Repayment of mortgage   -    -    -    - 
Net cash provided by (used in) financing activities   -    -    56,011    122,731 
                     
NET INCREASE (DECREASE) IN CASH   -    -    (4,060)   10,530 
                     
CASH BALANCE - BEGINNING OF PERIOD   -    -    10,530    - 
                     
CASH BALANCE - END OF PERIOD  $-   $-   $6,470   $10,530 

 

See accompanying notes which are an integral part of these combining financial statements.

 

F-18

 

 

LANDA APP 2 LLC (LANDA APP 2)

LANDA APP 2 SERIES GROUP (SERIES)

COMBINING STATEMENTS OF CASH FLOWS

(CONTINUED)

 

   Landa Series 137
Spring Valley Circle
   Landa Series 153
Spring Valley Circle
 
   For the
Year Ended
December 31,
2022
   For the
Initial
Period Ended
December 31,
2021
   For the
Year Ended
December 31,
2022
   For the
Initial
Period Ended
December 31,
2021
 
CASH FLOWS FROM OPERATING ACTIVITIES:                
Net income (loss)  $(702)  $(270)  $(4,494)  $(124)
Adjustments to reconcile net income (loss) to net cash                    
provided by (used in) operating activities-                    
Increase (decrease) in depreciation   5,982    499    6,202    517 
Changes in assets and liabilities-                    
Escrow   (138)   -    (140)   - 
Accounts receivable   535    (535)   535    (535)
Due from related party   -    -    (921)   (6,000)
Other liabilities   -    -    -    - 
Tenant security deposits   -    1,325    225    1,450 
Due to related party   (42,275)   74,385    (31,319)   73,857 
Net cash provided by (used in) operating activities   (36,598)   75,404    (29,912)   69,165 
                     
CASH FLOWS FROM INVESTING ACTIVITIES:                    
Increase (decrease) in investments   -    (181,544)   -    (188,188)
Net cash provided by (used in) investing activities   -    (181,544)   -    (188,188)
                     
CASH FLOWS FROM FINANCING ACTIVITIES:                    
Proceeds from sales of members’ interest   38,896    5,081    38,541    5,255 
Shareholder dividends   (5,592)   -    (6,961)   - 
Proceeds from mortgage   -    108,750    -    122,250 
Repayment of mortgage   -    -    (5,985)   - 
Net cash provided by (used in) financing activities   33,304    113,831    25,595    127,505 
                     
NET INCREASE (DECREASE) IN CASH   (3,294)   7,691    (4,317)   8,482 
                     
CASH BALANCE - BEGINNING OF PERIOD   7,691    -    8,482    - 
                     
CASH BALANCE - END OF PERIOD  $4,397   $7,691   $4,165   $8,482 

 

See accompanying notes which are an integral part of these combining financial statements.

 

F-19

 

 

LANDA APP 2 LLC (LANDA APP 2)

LANDA APP 2 SERIES GROUP (SERIES)

COMBINING STATEMENTS OF CASH FLOWS

(CONTINUED)

 

   Landa Series 2174
Scarborough Road
   Landa Series 303
Kellys Walk
 
   For the
Year Ended
December 31,
2022
   For the
Initial
Period Ended
December 31,
2021
   For the
Year Ended
December 31,
2022
   For the
Initial
Period Ended
December 31,
2021
 
CASH FLOWS FROM OPERATING ACTIVITIES:                
Net income (loss)  $(3,388)  $(193)  $2,491   $119 
Adjustments to reconcile net income (loss) to net cash                    
provided by (used in) operating activities-                    
Increase (decrease) in depreciation   5,685    474    5,929    494 
Changes in assets and liabilities-                    
Escrow   (263)   -    -    - 
Accounts receivable   385    (385)   206    (206)
Due from related party   (5,272)   -    (28,885)   (25,420)
Other liabilities   -    -    3,161    40 
Tenant security deposits   390    1,160    -    2,050 
Due to related party   (47,745)   57,930    (48,514)   48,568 
Net cash provided by (used in) operating activities   (50,208)   58,986    (65,612)   25,645 
                     
CASH FLOWS FROM INVESTING ACTIVITIES:                    
Increase (decrease) in investments   -    (172,475)   -    (179,526)
Net cash provided by (used in) investing activities   -    (172,475)   -    (179,526)
                     
CASH FLOWS FROM FINANCING ACTIVITIES:                    
Proceeds from sales of members’ interest   53,149    4,660    95,977    9,270 
Shareholder dividends   (5,364)   -    (10,673)   - 
Proceeds from mortgage   -    116,250    -    157,500 
Repayment of mortgage   -    -    (25,356)   - 
Net cash provided by (used in) financing activities   47,785    120,910    59,948    166,770 
                     
NET INCREASE (DECREASE) IN CASH   (2,423)   7,421    (5,664)   12,889 
                     
CASH BALANCE - BEGINNING OF PERIOD   7,421    -    12,889    - 
                     
CASH BALANCE - END OF PERIOD  $4,998   $7,421   $7,225   $12,889 

 

See accompanying notes which are an integral part of these combining financial statements.

 

F-20

 

 

LANDA APP 2 LLC (LANDA APP 2)

LANDA APP 2 SERIES GROUP (SERIES)

COMBINING STATEMENTS OF CASH FLOWS

(CONTINUED)

 

   Landa Series 3192
Lake Monroe Road
   Landa Series 4085
Springvale Way
 
   For the
Year Ended
December 31,
2022
   For the
Initial
Period Ended
December 31,
2021
   For the
Year Ended
December 31,
2022
   For the
Initial
Period Ended
December 31,
2021
 
CASH FLOWS FROM OPERATING ACTIVITIES:                
Net income (loss)  $710   $9   $3,157   $11 
Adjustments to reconcile net income (loss) to net cash                    
provided by (used in) operating activities-                    
Increase (decrease) in depreciation   5,192    433    8,008    667 
Changes in assets and liabilities-                    
Escrow   -    -    -    - 
Accounts receivable   247    (247)   619    (619)
Due from related party   5,490    (13,750)   (4,079)   - 
Other liabilities   1,073    3    1,276    4 
Tenant security deposits   -    1,325    -    1,995 
Due to related party   (49,627)   49,655    (112,671)   112,671 
Net cash provided by (used in) operating activities   (36,915)   37,428    (103,690)   114,729 
                     
CASH FLOWS FROM INVESTING ACTIVITIES:                    
Increase (decrease) in investments   -    (157,519)   -    (242,889)
Net cash provided by (used in) investing activities   -    (157,519)   -    (242,889)
                     
CASH FLOWS FROM FINANCING ACTIVITIES:                    
Proceeds from sales of members’ interest   46,070    13,574    101,204    12,483 
Shareholder dividends   (7,350)   -    (9,326)   - 
Proceeds from mortgage   -    122,500    -    132,080 
Repayment of mortgage   (13,906)   -    -    - 
Net cash provided by (used in) financing activities   24,814    136,074    91,878    144,563 
                     
NET INCREASE (DECREASE) IN CASH   (12,101)   15,983    (11,812)   16,403 
                     
CASH BALANCE - BEGINNING OF PERIOD   15,983    -    16,403    - 
                     
CASH BALANCE - END OF PERIOD  $3,882   $15,983   $4,591   $16,403 

 

See accompanying notes which are an integral part of these combining financial statements.

 

F-21

 

 

LANDA APP 2 LLC (LANDA APP 2)

LANDA APP 2 SERIES GROUP (SERIES)

COMBINING STATEMENTS OF CASH FLOWS

(CONTINUED)

 

   Landa Series 45
Robertford Drive
   Total Combining
Cash Flows
 
   For the
Year Ended
December 31,
2022
   For the
Initial
Period Ended
December 31,
2021
   For the
Year Ended
December 31,
2022
   For the
Initial
Period Ended
December 31,
2021
 
CASH FLOWS FROM OPERATING ACTIVITIES:                
Net income (loss)  $2,740   $7   $466   $(534)
Adjustments to reconcile net income (loss) to net cash                    
provided by (used in) operating activities-                    
Increase (decrease) in depreciation   8,595    716    51,289    4,275 
Changes in assets and liabilities-                    
Escrow   -    -    (768)   - 
Accounts receivable   (1,637)   (434)   1,411    (3,482)
Due from related party   (8,476)   -    (48,800)   (45,170)
Other liabilities   1,471    2    6,981    49 
Tenant security deposits   -    2,099    615    12,804 
Due to related party   (81,680)   81,680    (473,187)   558,102 
Net cash provided by (used in) operating activities   (78,987)   84,070    (461,993)   526,044 
                     
CASH FLOWS FROM INVESTING ACTIVITIES:                    
Increase (decrease) in investments   -    (260,857)   -    (1,555,816)
Net cash provided by (used in) investing activities   -    (260,857)   -    (1,555,816)
                     
CASH FLOWS FROM FINANCING ACTIVITIES:                    
Proceeds from sales of members’ interest   76,301    16,624    512,978    73,428 
Shareholder dividends   (11,972)   -    (64,067)   - 
Proceeds from mortgage   -    180,750    -    1,056,330 
Repayment of mortgage   -    -    (45,247)   - 
Net cash provided by (used in) financing activities   64,329    197,374    403,664    1,129,758 
                     
NET INCREASE (DECREASE) IN CASH   (14,658)   20,587    (58,329)   99,986 
                     
CASH BALANCE - BEGINNING OF PERIOD   20,587    -    99,986    - 
                     
CASH BALANCE - END OF PERIOD  $5,929   $20,587   $41,657   $99,986 

 

See accompanying notes which are an integral part of these combining financial statements.

 

F-22

 

 

LANDA APP 2 LLC (LANDA APP 2)

LANDA APP 2 SERIES GROUP (SERIES)q2-

NOTES TO FINANCIAL STATEMENTS

 

1. ORGANIZATION, NATURE OF ACTIVITIES AND GOING CONCERN

 

Landa App 2 LLC (“we,” “us,” “our,” or the “Company”) is currently a Delaware series limited liability company organized in June 2021. The Company is a wholly owned subsidiary of Landa Holdings, Inc. and currently operates under an operating arrangement with Landa Holdings, Inc. (the “Manager”). The Manager serves as the asset manager for the real estate properties owned by the Company and each underlying Series (as defined below).

 

The Company was formed to engage in the business of acquiring, managing and renting residential properties (each a “Property,” and collectively, the “Properties”). The Company has created, and it is expected that the Company will continue to create, separate series of interests registered under the Company (each a “Series,” and collectively, the “Series”), that each Property will be owned by a separate Series and that the assets and liabilities of each Series will be separate in accordance with Delaware law. Investors acquire membership interest, or shares, in each Series and will be entitled to share in the return of that particular Series but will not be entitled to share in the return of any other Series. The Company intends to treat each Series as a separate entity for U.S. federal income tax purposes and will elect to be treated as a corporation. The Company and each Series grouped together, (the “Landa App 2 Series Group”) are herein, referred to as (the “Combined Group”).

 

On May 19, 2020, the Company filed Certificates of Registered Series Limited Liability Company with the Secretary of State of the State of Delaware to register each of the Series.

 

On December 8, 2021, the initial set of properties were acquired from a related party by each of the respective Series. The acquisitions were accounted for as a commonly controlled transaction and recorded, accordingly at their carryover basis. 

 

The Company is a business that has not commenced planned principal operations and has not generated revenues or profits since inception. Once the Company commences its planned principal operations which will occur after qualification, it will incur significant additional expenses. The Company is dependent upon additional capital resources for the commencement of its planned principal operations and is subject to significant risks and uncertainties, including failing to secure funding to commence the Company’s planned operations or failing to profitably operate the business.

 

Each Series has commenced its planned operations. However, each Series is dependent upon additional capital resources from its planned offering. Each Series is subject to significant risks and uncertainties, including failing to secure funding to commence the Series’ planned operations or failing to profitably operate the business.

 

As a result, the accompanying financial statements for the Combined Group have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

 

Going Concern

 

The Combined Group’s ability to continue as a going concern for the next twelve (12) months is dependent upon, among other things, the ability to successfully implement the business model, raise sufficient capital from outside investors and deploy such to produce profitable operating results. No assurance can be given that the Combined Group will be successful in these efforts. These factors, among others, raise substantial doubt about the ability of the Combined Group to continue as a going concern for the next twelve (12) months from the date the financial statements are issued.

 

The financial statements do not include any adjustments relating to recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Combined Group be unable to continue as a going concern.

 

F-23

 

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The combined financial statements of Landa App 2 LLC and each of the Series are being presented on a combined basis, in accordance with U.S. GAAP (ASC 810, Consolidation) due to common control by Landa Holdings, Inc., in its capacity as manager to the Company and each Series.

 

The combined financial statements include the eight (8) single-family homes located in the Atlanta metropolitan area in the state of Georgia. Each Property was acquired by each respective Series, as set forth in the table below:

 

Series Name   Series
Inception Date
  Acquisition Date
Landa Series 303 Kellys Walk   June 15, 2021   December 8, 2021
Landa Series 3192 Lake Monroe Road   June 15, 2021   December 8, 2021
Landa Series 45 Robertford Drive   June 15, 2021   December 8, 2021
Landa Series 4085 Springvale Way   June 15, 2021   December 8, 2021
Landa Series 126 Wildwood Road   June 15, 2021   December 8, 2021
Landa Series 2174 Scarbrough Road   June 15, 2021   December 8, 2021
Landa Series 137 Spring Valley Circle   June 15, 2021   December 8, 2021
Landa Series 153 Spring Valley Circle   June 15, 2021   December 8, 2021

 

Significant Risks and Uncertainties

 

The Company is subject to customary risks and uncertainties with development of new technology including, but not limited to, new technological innovations, protection of proprietary technology, dependence on key personnel, costs of services provided by third parties, the need to obtain additional financing, and limited operating history.

 

Use of Estimates

 

The preparation of the combined financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect 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 reporting period. Actual results could differ from those estimates. Significant estimates inherent in the preparation of these financial statements include, but are not limited to, useful life of assets and depreciation expenses.

 

Cash and Restricted Cash

 

Each Series held the following amount of cash and restricted cash as of December 31, 2022 and 2021:

 

Series  December 31,
2022
   December 31,
2021
 
Landa Series 303 Kellys Walk  $7,225   $12,889 
Landa Series 3192 Lake Monroe Road   3,882    15,983 
Landa Series 45 Robertford Drive   5,929    20,587 
Landa Series 4085 Springvale Way   4,591    16,403 
Landa Series 126 Wildwood Road   6,470    10,530 
Landa Series 2174 Scarbrough Road   4,998    7,421 
Landa Series 137 Spring Valley Circle   4,397    7,691 
Landa Series 153 Spring Valley Circle   4,165    8,482 
Total Cash and Restricted Cash  $41,657   $99,986 

 

Cash includes all cash balances and restricted cash. Restricted cash is made up of security deposits.

 

As a matter of performing its duties, the Manager, at times, will collect and hold cash on behalf of the property.

 

F-24

 

 

Revenue

 

Revenues are generated at the Series level. Rental revenue is generated from annual or month to month leases of the single-family homes.

 

Real Estate Property Acquisitions

 

Upon acquisition from a third-party, we evaluate our acquired single-family residential properties for purposes of determining whether a transaction should be accounted for as an asset acquisition or business combination. Upon adoption of ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, our purchases of homes are treated as asset acquisitions and are recorded at their purchase price, which is allocated between land, building and improvements, and in-place lease intangibles (when a resident is in place at the acquisition date) based upon their relative fair values at the date of acquisition.

 

Fair value is determined in accordance with ASC 820, Fair Value Measurements and Disclosures, and is primarily based on unobservable data inputs. In making estimates of fair values for purposes of allocating the purchase price of individually acquired properties subject to an existing lease, the Company utilizes its own market knowledge obtained from historical transactions, its internal construction program and published market data. In this regard, the Company also utilizes information obtained from county tax assessment records to assist in the determination of the fair value of the land and building.

 

Acquired leases are generally short-term in nature (less than one year).

 

Upon acquisition from a related party, the Company considers this transaction between entities under common control. Under ASC 805-50-30-5, when accounting for a transfer of assets or exchange of shares between entities under common control, the entity that receives the net assets or the equity interests, in this case, the Series, will initially measure the recognized assets and liabilities transferred at their carrying amounts in the accounts of the transferring entity at the date of transfer.

 

In July 2020, the initial set of properties were acquired from a related party by each of the respective Series. The acquisitions were accounted for as a commonly controlled transaction and recorded, accordingly at their carryover basis.

 

Real Estate and Depreciation

 

Real estate properties are stated at cost less accumulated depreciation. Depreciation is computed on a straight-line basis over the estimated useful lives of buildings, improvements and other assets. Buildings are depreciated over twenty-seven and half years and improvements and other assets are depreciated over their estimated economic useful lives, generally three to thirty years.

 

Once a property is ready for its intended use, expenditures for ordinary maintenance and repairs are expensed to operations as incurred. We capitalize expenditures above a pre-determined threshold that improve or extend the life of a property.

 

Real Estate and Impairment

 

The Company continuously evaluates, by property, whether there are any events or changes in circumstances indicating that the carrying amount of the Series’ single-family residential properties may not be recoverable. To the extent an event or change in circumstance is identified, a residential property is considered to be impaired only if its carrying value cannot be recovered through estimated future undiscounted cash flows from the use and eventual disposition of the property. To the extent an impairment has occurred, the carrying amount of our investment in a property is adjusted to its estimated fair value. The process whereby we assess our single-family residential properties for impairment requires significant judgment and assessment of factors that are, at times, subject to significant uncertainty. We evaluate multiple information sources and perform a number of internal analyses, each of which are important components of our process with no one information source or analysis being necessarily determinative. No impairments on any property were recorded as of December 31, 2022 and 2021.

 

F-25

 

 

Income Taxes

 

The Company intends to be taxed as a “disregarded entity” for federal income tax purposes and will not make any election or take any action that could cause it to be separately treated as an association taxable as a corporation under Subchapter C of the Internal Revenue Code of 1986. The elements of income and expense are included on the tax returns of the entity’s members.

 

Each individual Series has elected to be treated as a “corporation” for tax purposes. Each separate Series intends to be accounted for as described in ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

 

The Series recognizes the tax benefit from an uncertain tax position only if it is more likely than not the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon settlement. There were no uncertain tax positions as of December 31, 2022 and 2021.

 

The Series’ determinations regarding ASC 740 may be subject to review and adjustment at a later date based upon factors including, but not limited to, an on-going analysis of tax laws, regulations and interpretations thereof.

 

The Series are subject to income taxes for US federal purposes and in the state of Georgia. The Series’ tax years are open for examinations for all periods since inception.

 

Organization and Offering Costs

 

The Manager will pay all costs incurred in connection with each Series’ organization, including, the Series’ registration fee and franchise tax in the states of Delaware and Georgia. In addition, the Manager will pay all costs incurred in connection with each Offering.

 

3. RECENT ACCOUNTING STANDARDS

 

In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, “Leases” (Topic 842). This ASU requires a lessee to recognize a right-of-use asset and a lease liability under most operating leases in its balance sheet. The ASU was effective for annual and interim periods beginning after December 15, 2019, including interim periods within those fiscal years. In April 2020, the FASB voted to defer the effective date of ASC 842 for private companies and certain not-for-profit entities for one year. For private companies and private NFPs, the leasing standard will be effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. For public NFPs the leasing standard will be effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. We do not believe this pronouncement has any impact on our financial reporting and disclosure as all of our leases our twelve (12) months or less and have no escalations in rental income.

 

Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying financial statements. As new accounting pronouncements are issued, we will adopt those that are applicable under the circumstances.

 

F-26

 

 

4. FAIR VALUE MEASUREMENTS

 

Fair value is an exit price, representing the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants based on the highest and best use of the asset or liability. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. The Company uses valuation techniques to measure fair value that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized as follows:

 

Level 1 - Observable inputs, such as quoted prices for identical assets or liabilities in active markets;

 

Level 2 - Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly, such as quoted prices for similar assets or liabilities, or market-corroborated inputs; and

 

Level 3 - Unobservable inputs for which there is little or no market data which require the reporting entity to develop its own assumptions about how market participants would price the assets or liabilities.

 

The valuation techniques that may be used to measure fair value are as follows:

 

Market approach - Uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.

 

Income approach - Uses valuation techniques to convert future amounts to a single present amount based on current market expectations about those future amounts, including present value techniques, option-pricing models, and excess earnings method.

 

Cost approach - Based on the amount that currently would be required to replace the service capacity of an asset (replacement cost).

 

As of December 31, 2022 and 2021, each of the Series’ significant financial instruments consist of cash and restricted cash, and related party payables. The carrying amount of each of the Series’ financial instruments approximates their fair values due to their short-term nature.

 

5. INVESTMENTS IN SINGLE-FAMILY RESIDENTIAL PROPERTIES

 

The following table sets forth the net carrying amounts associated with each Series’ Property as of December 31, 2022 and 2021.

 

Series  December 31,
2022
   December 31,
2021
 
Landa Series 303 Kellys Walk  $173,103   $179,032 
Landa Series 3192 Lake Monroe Road   151,894    157,086 
Landa Series 45 Robertford Drive   251,546    260,141 
Landa Series 4085 Springvale Way   234,214    242,222 
Landa Series 126 Wildwood Road   166,647    172,343 
Landa Series 2174 Scarbrough Road   166,316    172,001 
Landa Series 137 Spring Valley Circle   175,063    181,045 
Landa Series 153 Spring Valley Circle   181,469    187,671 
Total Investments in Single-Family Residential Properties, net  $1,500,252   $1,551,541 

 

F-27

 

 

During the year ended December 31, 2022 and the Initial Period ended December 31, 2021, each Series recognized the following in depreciation expense:

 

Series  December 31,
2022
   December 31,
2021
 
Landa Series 303 Kellys Walk  $5,929   $494 
Landa Series 3192 Lake Monroe Road   5,192    433 
Landa Series 45 Robertford Drive   8,595    716 
Landa Series 4085 Springvale Way   8,008    667 
Landa Series 126 Wildwood Road   5,696    475 
Landa Series 2174 Scarbrough Road   5,685    474 
Landa Series 137 Spring Valley Circle   5,982    499 
Landa Series 153 Spring Valley Circle   6,202    517 
Total Depreciation Expense  $51,289   $4,275 

 

6. MEMBER’S EQUITY

 

The Company is organized as a series limited liability company. As such, the liability of the members of the Company for the financial obligations of the Company is limited to each member’s contribution of capital.

 

7. RELATED PARTY TRANSACTIONS

 

Landa Holdings Inc., Manager

 

Acquisition Notes

 

Each Series financed 100% of the costs associated with the acquisition of its Property, including an acquisition fee and expenses associated with sourcing its Property, with an Acquisition Note issued by such Series to the Manager. Each of these Acquisition Notes represents a related-party loan between each respective Series and the Manager and has a term of five (5) years. The Acquisition Notes are non-interest-bearing and are an unsecured obligation of the applicable Series.

 

The following table sets forth the net amounts as of December 31, 2022 and 2021.

 

Series  December 31,
2022
   December 31,
2021
 
Landa Series 303 Kellys Walk  $54   $48,568 
Landa Series 3192 Lake Monroe Road   28    49,655 
Landa Series 45 Robertford Drive   -    81,680 
Landa Series 4085 Springvale Way   -    87,251 
Landa Series 126 Wildwood Road   -    59,356 
Landa Series 2174 Scarbrough Road   10,185    51,930 
Landa Series 137 Spring Valley Circle   25,275    60,635 
Landa Series 153 Spring Valley Circle   42,538    73,857 
Total Acquisition Notes  $78,080   $512,932 

 

Due to/(from) Related Party Loans

 

The Manager will provide short term non-interest-bearing loans to the Series to be repaid from operating cash flow. The following table sets forth the net amounts as of December 31, 2022 and 2021.

 

Series  December 31,
2022
   December 31,
2021
 
Landa Series 303 Kellys Walk  $54,306   $     - 
Landa Series 3192 Lake Monroe Road   8,260    - 
Landa Series 45 Robertford Drive   8,476    - 
Landa Series 4085 Springvale Way   4,079    - 
Landa Series 126 Wildwood Road   6,657    - 
Landa Series 2174 Scarbrough Road   5,272    - 
Landa Series 137 Spring Valley Circle   (6,835)   - 
Landa Series 153 Spring Valley Circle   6,921    - 
Total Due to/(from) Related Party Loans  $87,136   $- 

 

F-28

 

 

Management Fee

 

The Manager receive fees, reimbursements, and compensation in connection with the acquisition and Property management of the Series’ real estate investments. The following shows the amounts incurred from each Series for property management fees: The management fee is calculated as 8% on earned rental income.

 

Series  December 31,
2022
   December 31,
2021
 
Landa Series 303 Kellys Walk  $1,708   $108 
Landa Series 3192 Lake Monroe Road   1,320    82 
Landa Series 45 Robertford Drive   1,900    130 
Landa Series 4085 Springvale Way   1,947    124 
Landa Series 126 Wildwood Road   1,394    87 
Landa Series 2174 Scarbrough Road   1,202    72 
Landa Series 137 Spring Valley Circle   1,322    82 
Landa Series 153 Spring Valley Circle   1,285    90 
Total Management Fee  $12,078   $775 

 

8. OTHER LIABILITIES

 

Each of the Series’ balance in other liabilities is as follows:

 

Series  December 31,
2022
   December 31,
2021
 
Landa Series 303 Kellys Walk  $3,201   $40 
Landa Series 3192 Lake Monroe Road   1,076    3 
Landa Series 45 Robertford Drive   1,473    2 
Landa Series 4085 Springvale Way   1,280    4 
Landa Series 126 Wildwood Road   -    - 
Landa Series 2174 Scarbrough Road   -    - 
Landa Series 137 Spring Valley Circle   -    - 
Landa Series 153 Spring Valley Circle   -    - 
Total Other Liabilities  $7,030   $49 

 

9. REFINANCE NOTES

 

In April 2022, Landa Series 153 Spring Valley Circle, Landa Series 303 Kellys Walk, and Landa Series 3192 Lake Monroe Road each made a principal repayment of $5,985, $23,356, and $13,906, respectively due to mortgages taken in excess of the amount needed to fund the property during qualification. The Refinance Notes are interest only five (5) year term notes with an interest rate of 4.8% per annum.

 

The following table sets forth the net amounts as of December 31, 2022 and 2021.

 

Series  December 31,
2022
   December 31,
2021
 
Landa Series 303 Kellys Walk  $132,144   $157,500 
Landa Series 3192 Lake Monroe Road   108,594    122,500 
Landa Series 45 Robertford Drive   180,750    180,750 
Landa Series 4085 Springvale Way   132,080    132,080 
Landa Series 126 Wildwood Road   116,250    116,250 
Landa Series 2174 Scarbrough Road   116,250    116,250 
Landa Series 137 Spring Valley Circle   108,750    108,750 
Landa Series 153 Spring Valley Circle   116,265    122,250 
Total Refinance Note  $1,011,083   $1,056,330 

 

F-29

 

 

10. INCOME TAXES

 

The components of each provision for income taxes for federal and state income taxes consisted of the following for the years ended December 31, 2022 and 2021:

 

Series  December 31,
2022
   December 31,
2021
 
Landa Series 303 Kellys Walk  $830   $40 
Landa Series 3192 Lake Monroe Road   237    3 
Landa Series 45 Robertford Drive   913    2 
Landa Series 4085 Springvale Way   1,052    4 
Landa Series 126 Wildwood Road   -    - 
Landa Series 2174 Scarbrough Road   -    - 
Landa Series 137 Spring Valley Circle   -    - 
Landa Series 153 Spring Valley Circle   -    - 
Total Provision for Income Taxes  $3,032   $49 

 

11. COMMITMENTS AND CONTINGENCIES

 

Legal Proceedings

 

There are no legal proceedings material to our business or financial condition pending and, to the best of our knowledge, there are no such legal proceedings contemplated or threatened.

 

12. SUBSEQUENT EVENTS

 

The Company has evaluated events that occur after the balance sheet date through the date the financial statements are available to be issued. Management has evaluated events through May 1, 2023, the date these unaudited financial statements were available to be issued. All significant events have been disclosed.

 

On March 27, 2023, the Company commenced the offer and sale of Shares in thirty-one (31) additional Series, each Series issuing related Acquisition Notes and Additional Borrowings, among other recent developments. For more information, see Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Recent Developments.

 

F-30

 

 

In April 2023, Landa Properties transferred title to the following Properties to each applicable additional Series, as set forth in the table below.

 

Series   Property
Landa App 2 LLC - 4126 Oriely Drive W Jacksonville FL LLC   4126 Oriely Drive W, Jacksonville, FL, 32210
Landa App 2 LLC - 235 Celery Avenue N Jacksonville FL LLC   235 Celery Avenue N, Jacksonville, FL, 32220
Landa App 2 LLC - 580 Dorothy Street Barlow FL LLC   580 Dorothy Street, Bartow, FL, 33830
Landa App 2 LLC - 28 E Hammon Drive Apoka FL LLC   28 E Hammon Drive, Apopka, FL, 32703
Landa App 2 LLC - 6716 Mopsy Lane Jacksonville FL LLC   6716 Mopsy Lane, Jacksonville, FL, 32210
Landa App 2 LLC 1434 Shirley Drive Lakeland FL LLC   1434 Shirley Drive, Lakeland, FL, 33810
Landa App 2 LLC - 8990 Doris Lane Jacksonville FL LLC   8990 Doris Lane, Jacksonville, FL, 32220
Landa App 2 LLC - 1096 Vincent Drive Mount Dora FL LLC   1096 Vincent Drive, Mount Dora, FL, 32757
Landa App2 LLC - 301 Woodstream Drive Gastonia NC LLC   301 Woodstream Drive, Gastonia, NC, 28056
Landa App 2 LLC - 1120 9th Court Pleasant Grove AL LLC   1120 9th Court, Pleasant Grove, AL, 35127
Landa App 2 LLC - 808 Home Trail Gastonia NC LLC   808 Home Trail, Gastonia, NC, 28052
Landa App 2 LLC - 179 Poplar Springs Drive Mulga AL LLC   179 Poplar Springs Drive, Mulga, AL, 35118
Landa App 2 LLC - 4464 Willow Street Gardendale AL LLC   4464 Willow Street, Gardendale, AL, 35071
Landa App 2 LLC - 7817 3rd Street South Biirmingham AL LLC   7817 3rd Avenue S, Birmingham, AL, 35206
Landa App 2 LLC - 1713 Alfen Street Jacksonville FL LLC   1713 Alfen Street, Jacksonville, FL, 32254
Landa App 2 LLC - 1744 Mountain Drive Tarrant AL LLC   1744 Mountain Drive, Tarrant, AL, 35217
Landa App 2 LLC - 6820 66th Street South Birmingham AL LLC   6820 66th Street S, Birmingham, AL, 35212
Landa App 2 LLC - 650 Willow Bend Lane Bessemer AL LLC   650 Willow Bend Ln, Bessemer, AL, 35023
Landa App 2 LLC - 113 Hughes Avenue Sanford FL LLC   113 Hughes Avenue, Sanford, FL, 32771
Landa App 2 LLC - 5844 Willow Crest Drive Pinson AL LLC   5844 Willow Crest Drive, Pinson, AL, 35126
Landa App 2 LLC - 1625 W Mcfarland Avenue Gastonia NC LLC   1625 W McFarland Avenue, Gastonia, NC, 28054
Landa App 2 LLC - 913 2nd Street Kings Mountain NC LLC   913 2nd Street, Kings Mountain, NC, 28086
Landa App 2 LLC - 200 15th Court Northwest Center Point AL LLC   200 15th Court NW, Center Point, AL, 35215
Landa App 2 LLC - 503 8th Street South Bessemer AL LLC   503 8th Street S, Bessemer, AL, 35020
Landa App 2 LLC - 503 East Robinson Street Dallas NC LLC   503 E Robinson Street, Dallas, NC, 28034
Landa App 2 LLC - 4037 Stone Drive Bessemer AL LLC   4037 Stone Drive, Bessemer, AL, 35022
Landa App 2 LLC - 4601 Sylvaner Lane Birmingham AL LLC   4601 Sylvaner Lane, Birmingham, AL, 35244
Landa App 2 LLC - 8048 Old Plank Road Jacksonville FL LLC   8048 Old Plank Road, Jacksonville, FL, 32220
Landa App 2 LLC - 340 17th Ave Center Point AL LLC   340 17th Ave, Center Point, AL 35215
Landa App 2 LLC - 2150 Tishamingo Drive Birmingham AL LLC   2150 Tishamingo Drive Birmingham, AL 35217
Landa App 2 LLC - 3029 Cedaridge Drive Tampa FL LLC   3029 Cedaridge Drive Tampa, FL 33618

 

F-31

 

 

Each of the following Series issued an Acquisition Note to the Manager in connection with the acquisition of its Property, the terms of which are listed in the table below. Each of these Acquisition Notes represents a related-party loan between each respective Series and the Manager. The Acquisition Notes are interest-bearing and are an unsecured obligation of the applicable Series.

 

Series  Principal
Amount
   Annual
Interest
Rate
   Loan Date
Landa App 2 LLC - 4126 Oriely Drive W Jacksonville FL LLC  $251,465    4.50%  05/03/2022
Landa App 2 LLC - 235 Celery Avenue N Jacksonville FL LLC  $280,599    4.50%  05/03/2022
Landa App 2 LLC - 580 Dorothy Street Barlow FL LLC  $241,252    4.50%  05/24/2022
Landa App 2 LLC - 28 E Hammon Drive Apoka FL LLC  $271,393    4.50%  05/24/2022
Landa App 2 LLC -6716 Mopsy Lane Jacksonville FL LLC  $237,362    4.50%  05/24/2022
Landa App 2 LLC 1434 Shirley Drive Lakeland FL LLC  $268,554    4.50%  05/24/2022
Landa App 2 LLC - 8990 Doris Lane Jacksonville FL LLC  $136,785    4.50%  05/24/2022
Landa App 2 LLC - 1096 Vincent Drive Mount Dora FL LLC  $315,357    4.50%  05/24/2022
Landa App2 LLC - 301 Woodstream Drive Gastonia NC LLC  $290,432    4.50%  05/25/2022
Landa App 2 LLC - 1120 9th Court Pleasant Grove AL LLC  $187,510    4.50%  05/24/2022
Landa App 2 LLC - 808 Home Trail Gastonia NC LLC  $322,459    4.50%  05/24/2022
Landa App 2 LLC - 179 Poplar Springs Drive Mulga AL LLC  $178,993    4.50%  05/24/2022
Landa App 2 LLC - 4464 Willow Street Gardendale AL LLC  $243,829    4.50%  05/24/2022
Landa App 2 LLC - 7817 3rd Street South Biirmingham AL LLC  $135,983    4.50%  05/24/2022
Landa App 2 LLC - 1713 Alfen Street Jacksonville FL LLC  $182,221    4.50%  05/24/2022
Landa App 2 LLC - 1744 Mountain Drive Tarrant AL LLC  $188,821    4.50%  05/24/2022
Landa App 2 LLC - 6820 66th Street South Birmingham AL LLC  $194,505    4.50%  05/24/2022
Landa App 2 LLC - 650 Willow Bend Lane Bessemer AL LLC  $184,132    4.50%  05/24/2022
Landa App 2 LLC - 113 Hughes Avenue Sanford FL LLC  $325,956    4.50%  05/24/2022
Landa App 2 LLC - 5844 Willow Crest Drive Pinson AL LLC  $254,760    4.50%  05/24/2022
Landa App 2 LLC - 1625 W Mcfarland Avenue Gastonia NC LLC  $275,108    4.50%  05/24/2022
Landa App 2 LLC - 913 2nd Street Kings Mountain NC LLC  $176,271    4.50%  05/24/2022
Landa App 2 LLC - 200 15th Court Northwest Center Point AL LLC  $168,567    4.50%  05/24/2022
Landa App 2 LLC - 503 8th Street South Bessemer AL LLC  $156,106    4.50%  05/24/2022
Landa App 2 LLC - 503 East Robinson Street Dallas NC LLC  $184,476    4.50%  05/24/2022
Landa App 2 LLC - 4037 Stone Drive Bessemer AL LLC  $228,364    4.50%  05/24/2022
Landa App 2 LLC - 4601 Sylvaner Lane Birmingham AL LLC  $345,886    4.50%  05/24/2022
Landa App 2 LLC - 8048 Old Plank Road Jacksonville FL LLC  $299,140    4.50%  05/24/2022
Landa App 2 LLC - 340 17th Ave Center Point AL LLC  $189,141    4.50%  06/28/2022
Landa App 2 LLC - 2150 Tishamingo Drive Birmingham AL LLC  $224,319    4.50%  06/28/2022
Landa App 2 LLC - 3029 Cedaridge Drive Tampa FL LLC  $393,284    4.50%  07/01/2022

 

F-32

 

 

On April 28, 2023, each of the following Series entered into Additional Borrowings with L Finance LLC, the terms of which are listed in the table below. Each Additional Borrowing is secured by the Property underlying the respective Series, and bear interest at a rate that is the higher of SOFR + 7%, or 12.5%.

 

Series  Principal
Amount
   Maturity
Date
Landa Series 235 Celery Avenue N  $184,875   04/28/2024
Landa Series 580 Dorothy Street  $137,750   04/28/2024
Landa Series 28 E Hammon Drive  $155,875   04/28/2024
Landa Series 6716 Mopsy Lane  $137,750   04/28/2024
Landa Series 1434 Shirley Drive  $156,600   04/28/2024
Landa Series 8990 Doris Lane  $83,375   04/28/2024
Landa Series 1096 Vincent Drive  $210,250   04/28/2024
Landa Series 301 Woodstream Drive  $160,950   04/28/2024
Landa Series 1120 9th Court  $94,250   04/28/2024
Landa Series 179 Poplar Springs Drive  $98,238   04/28/2024
Landa Series 4464 Willow Street  $177,625   04/28/2024
Landa Series 7817 3rd Street South  $76,125   04/28/2024
Landa Series 1713 Alfen Street  $112,375   04/28/2024
Landa Series 1744 Mountain Drive  $87,000   04/28/2024
Landa Series 6820 66th Street South  $108,025   04/28/2024
Landa Series 650 Willow Bend Lane  $119,625   04/28/2024
Landa Series 113 Hughes Avenue  $201,550   04/28/2024
Landa Series 5844 Willow Crest Drive  $155,875   04/28/2024
Landa Series 1625 W Mcfarland Avenue  $175,450   04/28/2024
Landa Series 913 2nd Street  $108,750   04/28/2024
Landa Series 200 15th Court Northwest  $82,650   04/28/2024
Landa Series 503 8th Street South  $87,000   04/28/2024
Landa Series 503 East Robinson Street  $107,300   04/28/2024
Landa Series 4037 Stone Drive  $137,750   04/28/2024
Landa Series 4601 Sylvaner Lane  $205,900   04/28/2024
Landa Series 8048 Old Plank Road  $221,125   04/28/2024
Landa Series 340 17th Ave  $100,050   04/28/2024
Landa Series 2150 Tishamingo Drive  $94,250   04/28/2024
Landa Series 3029 Cedaridge Drive  $250,850   04/28/2024

 

F-33

 

 

Item 8. Exhibits

 

INDEX OF EXHIBITS

 

No.   Exhibit Description
2.1   Certificate of Formation of Landa 2 LLC (incorporated by reference to the copy thereof filed as Exhibit 2.1 to the Company’s Form 1-A filed on September 17, 2021)*
2.2   Limited Liability Company Operating Agreement of Landa App 2 LLC (incorporated by reference to the copy thereof filed as Exhibit 2.2 to the Company’s Form 1-A filed on September 17, 2021)*
2.3   Certificate of Registered Series of a Limited Liability Company for Landa App 2 LLC - 2174 Scarbrough Road Stone Mountain GA LLC (incorporated by reference to the copy thereof filed as Exhibit 2.3 to the Company’s Form 1-A filed on September 17, 2021)*
2.4   Certificate of Registered Series of a Limited Liability Company for Landa App 2 LLC - 153 Spring Valley Circle Stockbridge GA LLC (incorporated by reference to the copy thereof filed as Exhibit 2.4 to the Company’s Form 1-A filed on September 17, 2021)*
2.5   Certificate of Registered Series of a Limited Liability Company for Landa App 2 LLC - 126 Wildwood Road Stockbridge GA LLC (incorporated by reference to the copy thereof filed as Exhibit 2.5 to the Company’s Form 1-A filed on September 17, 2021)*
2.6   Certificate of Registered Series of a Limited Liability Company for Landa App 2 LLC - 137 Spring Valley Circle Stockbridge GA LLC (incorporated by reference to the copy thereof filed as Exhibit 2.6 to the Company’s Form 1-A filed on September 17, 2021)*
2.7   Certificate of Registered Series of a Limited Liability Company for Landa App 2 LLC - 3192 Lake Monroe Road Douglasville GA LLC (incorporated by reference to the copy thereof filed as Exhibit 2.7 to the Company’s Form 1-A filed on September 17, 2021)*
2.8   Certificate of Registered Series of a Limited Liability Company for Landa App 2 LLC - 45 Robertford Drive Covington GA LLC (incorporated by reference to the copy thereof filed as Exhibit 2.8 to the Company’s Form 1-A filed on September 17, 2021)*
2.9   Certificate of Registered Series of a Limited Liability Company for Landa App 2 LLC -303 Kellys Walk Locust Grove GA LLC (incorporated by reference to the copy thereof filed as Exhibit 2.9 to the Company’s Form 1-A filed on September 17, 2021)*
2.10   Certificate of Registered Series of a Limited Liability Company for Landa App 2 LLC - 4085 Springvale Way McDonough GA LLC (incorporated by reference to the copy thereof filed as Exhibit 2.10 to the Company’s Form 1-A filed on September 17, 2021)*
3.1   Series Operating Agreement of Landa App 2 LLC – 2174 Scarbrough Road Stone Mountain GA LLC (incorporated by reference to the copy thereof filed as Exhibit 3.1 to the Company’s Form 1-A filed on September 17, 2021)*
3.2   Series Operating Agreement of Landa App 2 LLC - 153 Spring Valley Circle Stockbridge GA LLC (incorporated by reference to the copy thereof filed as Exhibit 3.2 to the Company’s Form 1-A filed on September 17, 2021)*
3.3   Series Operating Agreement of Landa App 2 LLC - 126 Wildwood Road Stockbridge GA LLC (incorporated by reference to the copy thereof filed as Exhibit 3.3 to the Company’s Form 1-A filed on September 17, 2021)*
3.4   Series Operating Agreement of Landa App 2 LLC - 137 Spring Valley Circle Stockbridge GA LLC (incorporated by reference to the copy thereof filed as Exhibit 3.4 to the Company’s Form 1-A filed on September 17, 2021)*
3.5   Series Operating Agreement of Landa App 2 LLC - 3192 Lake Monroe Road Douglasville GA LLC (incorporated by reference to the copy thereof filed as Exhibit 3.5 to the Company’s Form 1-A filed on September 17, 2021)*

 

25

 

 

3.6   Series Operating Agreement of Landa App 2 LLC - 45 Robertford Drive Covington GA LLC (incorporated by reference to the copy thereof filed as Exhibit 3.6 to the Company’s Form 1-A filed on September 17, 2021)*
3.7   Series Operating Agreement of Landa App 2 LLC - 303 Kellys Walk Locust Grove GA LLC (incorporated by reference to the copy thereof filed as Exhibit 3.7 to the Company’s Form 1-A filed on September 17, 2021)*
3.8   Series Operating Agreement of Landa App 2 LLC - 4085 Springvale Way McDonough GA LLC (incorporated by reference to the copy thereof filed as Exhibit 3.8 to the Company’s Form 1-A filed on September 17, 2021)*
4.1   Form of Subscription Agreement (incorporated by reference to the copy thereof filed as Exhibit 4.1 to the Company’s Form 1-A filed on September 17, 2021)*
6.1   Form of Management Agreement (incorporated by reference to the copy thereof filed as Exhibit 6.1 to the Company’s Form 1-A filed on September 17, 2021)*
6.2   Broker Dealer Services Agreement, dated July 20, 2021, by and between Dalmore Group, LLC and Landa App 2 LLC (incorporated by reference to the copy thereof filed as Exhibit 6.2 to the Company’s Form 1-A filed on September 17, 2021)*
6.3   Landa Mobile App License Agreement, dated July 29, 2021, by and between Landa Holdings, Inc., Landa App 2 LLC, and each of the Series listed thereto (incorporated by reference to the copy thereof filed as Exhibit 6.3 to the Company’s Form 1-A filed on September 17, 2021)*
6.4   Promissory Note, by and between Landa Holdings, Inc. and Landa App 2 LLC - 2174 Scarbrough Road Stone Mountain GA LLC, dated July 28, 2021 (incorporated by reference to the copy thereof filed as Exhibit 6.4 to the Company’s Form 1-A filed on September 17, 2021)*
6.4-A   Amendment No 1 to the Promissory Note, by and between Landa Holdings, Inc. And Landa App 2 LLC – 2174 Scarbrough Road Stone Mountain GA LLC (incorporated by reference to the copy thereof submitted as an exhibit to the Company’s 1-U filed on April 19, 2022)
6.5   Promissory Note, by and between Landa Holdings, Inc. and Landa App 2 LLC - 153 Spring Valley Circle Stockbridge GA LLC, dated July 28, 2021 (incorporated by reference to the copy thereof filed as Exhibit 6.5 to the Company’s Form 1-A filed on September 17, 2021)*
6.6   Promissory Note, by and between Landa Holdings, Inc. and Landa App 2 LLC - 126 Wildwood Road Stockbridge GA LLC, dated July 28, 2021 (incorporated by reference to the copy thereof filed as Exhibit 6.6 to the Company’s Form 1-A filed on September 17, 2021)*
6.7   Promissory Note, by and between Landa Holdings, Inc. and Landa App 2 LLC - 137 Spring Valley Circle Stockbridge GA LLC, dated July 28, 2021 (incorporated by reference to the copy thereof filed as Exhibit 6.7 to the Company’s Form 1-A filed on September 17, 2021)*
6.7-A   Amendment No 1 to the Promissory Note by and between Landa Holdings, Inc. And Landa App 2 LLC – 137 Spring Valley Circle Stockbridge GA LLC (incorporated by reference to the copy thereof submitted as an exhibit to the Company’s 1-U filed on April 19, 2022).
6.8   Promissory Note, by and between Landa Holdings, Inc. and Landa App 2 LLC - 3192 Lake Monroe Road Douglasville GA LLC, dated July 28, 2021 (incorporated by reference to the copy thereof filed as Exhibit 6.8 to the Company’s Form 1-A filed on September 17, 2021)*
6.9   Promissory Note, by and between Landa Holdings, Inc. and Landa App 2 LLC - 45 Robertford Drive Covington GA LLC, dated July 28, 2021 (incorporated by reference to the copy thereof filed as Exhibit 6.9 to the Company’s Form 1-A filed on September 17, 2021)*
6.10   Promissory Note, by and between Landa Holdings, Inc. and Landa App 2 LLC - 303 Kellys Walk Locust Grove GA LLC, dated September 7, 2021 (incorporated by reference to the copy thereof filed as Exhibit 6.10 to the Company’s Form 1-A filed on September 17, 2021)*
6.11   Promissory Note, by and between Landa Holdings, Inc. and Landa App 2 LLC - 4085 Springvale Way McDonough GA LLC, dated September 7, 2021 (incorporated by reference to the copy thereof filed as Exhibit 6.11 to the Company’s Form 1-A filed on September 17, 2021)*
6.12   Lease Agreement for 2174 Scarbrough Road, Stone Mountain, GA 30088**

 

26

 

 

6.13   Lease Agreement for 153 Spring Valley Circle, Stockbridge, GA, 30281**
6.14   Lease Agreement for 126 Wildwood Road, Stockbridge, GA, 30281 (incorporated by reference to the copy thereof filed as Exhibit 6.1 to the Company’s Form 1-U filed on April 5, 2022)*
6.15   Lease Agreement for 137 Spring Valley Cir, Stockbridge, GA, 30281 (incorporated by reference to the copy thereof filed as Exhibit 6.2 to the Company’s Form 1-U filed on April 5, 2022)*
6.16   Lease Agreement for 3192 Lake Monroe Road, Douglasville, GA, 30135**
6.17   Lease Agreement for 45 Robertford Drive, Covington, GA, 30016**
6.18   Lease Agreement for 303 Kellys Walk, Locust Grove, GA, 30248**
6.19   Lease Agreement for 4085 Springvale Way, McDonough, GA, 30252**
6.20   PPEX ATS Company Agreement, by and among North Capital Private Securities Corporation, Landa App 2 LLC and each of the Series set forth therein (incorporated by reference to the copy thereof filed as Exhibit 6.20 to the Company’s Form 1-A filed on September 17, 2021)*
6.21   Commercial Promissory Note, dated December 8, 2021, by and between LendingOne, LLC and  Landa App 2 LLC - 2174 Scarbrough Road Stone Mountain GA LLC (incorporated by reference to the copy thereof filed as Exhibit 6.1 to the Company’s Form 1-U filed on December 14, 2021)*
6.22   Commercial Promissory Note, dated December 8, 2021, by and between LendingOne, LLC and  Landa App 2 LLC - 153 Spring Valley Circle Stockbridge GA LLC (incorporated by reference to the copy thereof filed as Exhibit 6.2 to the Company’s Form 1-U filed on December 14, 2021)*
6.23   Commercial Promissory Note, dated December 8, 2021, by and between LendingOne, LLC and  Landa App 2 LLC - 126 Wildwood Road Stockbridge GA LLC (incorporated by reference to the copy thereof filed as Exhibit 6.3 to the Company’s Form 1-U filed on December 14, 2021)*
6.24   Commercial Promissory Note, dated December 8, 2021, by and between LendingOne, LLC and  Landa App 2 LLC - 137 Spring Valley Circle Stockbridge GA LLC (incorporated by reference to the copy thereof filed as Exhibit 6.4 to the Company’s Form 1-U filed on December 14, 2021)*
6.25   Commercial Promissory Note, dated December 8, 2021, by and between LendingOne, LLC and  Landa App 2 LLC - 3192 Lake Monroe Road Douglasville GA LLC (incorporated by reference to the copy thereof filed as Exhibit 6.5 to the Company’s Form 1-U filed on December 14, 2021)*
6.26   Commercial Promissory Note, dated December 8, 2021, by and between LendingOne, LLC and  Landa App 2 LLC - 45 Robertford Drive Covington GA LLC (incorporated by reference to the copy thereof filed as Exhibit 6.6 to the Company’s Form 1-U filed on December 14, 2021)*
6.27   Commercial Promissory Note, dated December 8, 2021, by and between LendingOne, LLC and  Landa App 2 LLC - 303 Kellys Walk Locust Grove GA LLC (incorporated by reference to the copy thereof filed as Exhibit 6.7 to the Company’s Form 1-U filed on December 14, 2021)*
6.28   Commercial Promissory Note, dated December 8, 2021, by and between LendingOne, LLC and  Landa App 2 LLC - 4085 Springvale Way McDonough GA LLC (incorporated by reference to the copy thereof filed as Exhibit 6.8 to the Company’s Form 1-U filed on December 14, 2021)*

 

*Filed Previously

 

**Filed Herewith

 

27

 

 

SIGNATURES

 

Pursuant to the requirements of Regulation A, the issuer has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on May 2, 2023.

 

  LANDA APP 2 LLC
   
  Signed by Landa Holdings, Inc.,
as Manager of LANDA APP 2 LLC

 

  By: /s/ Yishai Cohen
    Name:  Yishai Cohen
    Title: Chairman, Chief Executive Officer and President

 

Pursuant to the requirements of Regulation A, this report has been signed by the following persons on behalf of the issuer and in the capacities and on the dates indicated.

 

Signature   Title   Date
         
/s/ Yishai Cohen   Chairman, Chief Executive Officer and   May 2, 2023
Yishai Cohen  

President of Landa Holdings, Inc.

(Principal Executive Officer)

   
         
/s/ Charles Tomlinson    Head of Finance of Landa Holdings, Inc.   May 2, 2023
Charles Tomlinson   (Principal Financial Officer and Principal Accounting Officer    
         
LANDA HOLDINGS, INC.        
         
/s/ Yishai Cohen   Manager   May 2, 2023
Yishai Cohen        
Chief Executive Officer and President        

 

 

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