My Town: How Much of Future Project Surplus Is Already Claimed by Incentive Structures and Related Parties
The main article showed that My Town's challenge is moving project-level surplus up to the company. This follow-up shows that a meaningful slice of that future value is already met by NIS 20.1 million of related-party liabilities and NIS 21.5 million of shareholder loans, almost equal to the entire equity base.
The main article already framed the core issue: at My Town, project-level value and forecast surplus are not the same thing as clean cash at the company level. This follow-up isolates another layer of that gap, how much of future surplus is already committed to incentive structures and related parties before common shareholders see clean value.
This is not a soft corporate-governance question. It is an economic one. As of December 31, 2025, the balance sheet already carried NIS 12.3 million of short-term related-party payables, NIS 7.8 million of long-term related-party payables, and NIS 21.5 million of shareholder loans. Together that is a NIS 41.6 million layer against NIS 40.8 million of equity attributable to the controlling shareholders. In other words, future project surplus does not arrive at an empty table.
The company itself signals that this is material. The material-agreements section explicitly points back to the management agreements with Yossi Hasson and Guy Laxman, not only to the related-party note. This is not a footnote. It is part of the company's value-sharing architecture.
The Cash Does Not Land in a Clean Pool
The key number here is not the forecast surplus of any single project. It is what awaits that surplus once it reaches the company. On the consolidated balance sheet as of December 31, 2025, My Town reported NIS 12.349 million of short-term related-party payables and another NIS 7.773 million of long-term related-party payables. That is a NIS 20.1 million liability layer on its own, nearly half the equity attributable to the controlling shareholders.
The next step in the picture is broader still. Beyond the related-party payables, the company also carries NIS 21.5 million of shareholder loans, NIS 10 million short term and NIS 11.5 million long term. That brings the full insider-facing stack to NIS 41.6 million, slightly above the NIS 40.8 million equity attributable to the controlling shareholders.
That does not mean all of this is payable tomorrow morning. It means future surplus already has contracts, entitlements, and related-party debt attached to it. Project tables therefore do not automatically translate into clean residual value for shareholders. They land in a balance sheet where part of the pie is already spoken for.
| Layer | December 31, 2025 | Where it sits | Why it matters |
|---|---|---|---|
| Short-term related-party payables | NIS 12.3 million | Current liabilities | Part of the entitlement already sits inside the next year |
| Long-term related-party payables | NIS 7.8 million | Non-current liabilities | The compensation layer extends beyond one year |
| Shareholder loans | NIS 21.5 million | Short and long term | Even after compensation, there is still a real related-party debt layer |
| Equity attributable to the majority | NIS 40.8 million | Equity | The reference point for how much surplus is actually clean |
Hasson's Structure, Apartment Sales Before Clean Surplus Release
The related-party note shows that almost the entire payable balance is tied directly to the variable compensation of Yossi Hasson and Guy Laxman. Of the short-term balance, about NIS 11.4 million is attributed to Hasson and about NIS 0.9 million to Laxman. Of the long-term balance, about NIS 3.1 million is attributed to Hasson and about NIS 4.7 million to Laxman. This is not just a running payroll line. It is an entitlement layer built on project formulas, sales, and profit metrics.
Hasson's structure is especially sharp. The management agreement with Asivon, the private company he controls, gives him a fixed annual fee and, beyond that, a payment equal to 3% of apartment sale proceeds, including VAT, plus VAT, across a closed list of 19 projects. That matters because the trigger is not clean surplus released from a project company to the parent. The trigger is apartment sales and project progress.
The harder edge sits in the continuity clause. Even if Hasson stops providing services, the entitlement does not automatically disappear. It remains tied to milestones such as tenant signatures, preliminary planning approval, building permits, and construction progress. This makes it a claim that sticks to the project pipeline itself, not only to his ongoing presence as a manager.
The provision already recorded for that mechanism stood at about NIS 14.4 million as of December 31, 2025, up from about NIS 13.5 million a year earlier. The company also says the maximum possible consideration under this apartment-sale mechanism could reach about NIS 18 million if all units in the relevant projects are sold. So even after the recorded provision, there is still roughly NIS 3.6 million of headroom to the theoretical cap.
That sits on top of the updated compensation layer approved in November 2024, a fixed annual payment of NIS 1.5 million, an annual variable component of up to NIS 2 million split between equity and cash, and an annual bonus of 2.5% of net profit if profit is positive. The point is not that Hasson is paid. The point is that some of these mechanisms sit on sales, some on profit, and some survive even if the services themselves stop.
Laxman Also Sits on the Project-Economics Layer
Guy Laxman's services agreement is built differently, but it leads to the same conclusion. Beyond a monthly service fee of NIS 65 thousand plus VAT, Laxman is entitled to variable compensation linked to zero-report profit on a closed project list, to new projects in which he was actively involved, and to an annual bonus of 2% of net profit. Put simply, this mechanism is also tied to project economics, not only to management salary.
The company recorded a provision of about NIS 5.7 million for him as of December 31, 2025, down slightly from about NIS 5.9 million a year earlier. Here too there is a clause that weakens the argument that this is only pay for future work. The September 2024 clarification letter says that, for small projects and for projects not handled by Guy, entitlement to payment is not dependent on his continued provision of services to the company. So in Laxman's case as well, part of the claim is already attached to specific projects.
That changes how project profit should be read. When the company presents zero-report profit, sales, or forecast surplus, the reader has to ask not only whether the project will stay on budget, but also how much of that profit has already been carved out for management through compensation formulas.
Shareholder Loans Complete the Claim Stack
The picture does not stop with compensation. Note 16 shows NIS 21.5 million of shareholder loans. The older base comes from shareholder loans originally advanced in 2019, carrying annual interest at the higher of 6% unlinked or inflation plus 2%. The company also notes that, after the sale of My Town Urban Renewal, it repaid about NIS 11.5 million, equal to 50% of the shareholder-loan balance.
On top of that sits a special NIS 10 million shareholder loan from September 2023. In October 2025 its final maturity was extended by another 12 months, to December 31, 2026, and it carries interest at prime plus 4%.
This is no longer a compensation discussion. It is a related-party debt layer. But for common shareholders the conclusion is similar: surplus reaching the company does not meet a clean equity base. It meets related-party obligations and shareholder debt. So the right question is not how much surplus projects may generate, but how much of that surplus will actually remain available after the insider-facing layers.
Bottom Line
The main article focused on the gap between project surplus and company-level cash. This follow-up sharpens the point that the gap is not only about timing, project finance, or occupancy permits. It is also about internal value allocation. As of December 31, 2025, related-party liabilities already stood at about NIS 20.1 million, and once shareholder loans are added, the full related-party stack reaches NIS 41.6 million, slightly above the equity attributable to the controlling shareholders.
That is the thesis here: part of My Town's future surplus already has an address. It will not all wait until the end of the path to be shared with shareholders.
The reasonable counter-thesis is that these are standard incentive structures for a small development platform and are already embedded in project economics. That is a legitimate argument, but it misses the balance-sheet point. With an equity base this tight, it is not enough to know that a project is profitable. Investors also need to know how much of the value created actually remains clean after compensation formulas and related-party obligations.
That is why the next reports should be read with less attention to the headline of forecast surplus and more attention to three simple questions: does the related-party payable balance start to fall, is surplus release larger than the pace at which new entitlements are created, and does the shareholder-loan layer start to shrink. Only if all three happen together will future surplus become surplus that truly belongs to shareholders.
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