EX-99.1 2 ex99-1.htm

 

Exhibit 99.1

 

 

 
Logistic Properties of the Americas
 
Condensed Consolidated Interim Financial Statements (Unaudited)
 
As of June 30, 2024 and December 31, 2023, and for the three and six months ended June 30, 2024 and 2023

 

 

 

 

 

LOGISTIC PROPERTIES OF THE AMERICAS AND SUBSIDIARIES

 

TABLE OF CONTENTS
   
  Page
   
CONDENSED CONSOLIDATED Interim STATEMENTS OF PROFIT OR LOSS AND Other comprehensive INCOME (LOSS) 1
cONDENSED CONSOLIDATED Interim STATEMENTS OF FINANCIAL POSITION 2
CONDENSED CONSOLIDATED Interim STATEMENTS OF CHANGES IN EQUITY 3
CONDENSED CONSOLIDATED Interim STATEMENTS OF CASH FLOWS 4
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED Interim FINANCIAL STATEMENTS 5

 

 

 

 

LOGISTIC PROPERTIES OF THE AMERICAS AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF PROFIT OR LOSS

AND OTHER COMPREHENSIVE INCOME (LOSS)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

(in U.S. Dollars)

 

       For the Three Months Ended
June 30,
   For the Three Months Ended
June 30,
 
       2024   2023   2024   2023 
   Notes   (Unaudited)   (Unaudited)   (Unaudited)   (Unaudited) 
REVENUES                    
Rental revenue       $10,947,094   $9,981,395   $21,373,343   $19,203,738 
Other        39,842    8,377    97,055    36,020 
Total revenues   4    10,986,936    9,989,772    21,470,398    19,239,758 
                          
Investment property operating expense   5    (1,708,096)   (1,282,788)   (3,239,890)   (2,639,587)
General and administrative        (4,556,683)   (1,076,238)   (6,250,780)   (2,197,893)
Listing expense   3            (44,469,613)    
Investment property valuation gain   9    4,550,714    305,441    9,749,988    10,276,377 
Interest income from affiliates   17    -    158,113    302,808    314,488 
Financing costs   11    (5,808,977)   (12,134,876)   (11,371,356)   (17,636,918)
Net foreign currency (loss) gain        (158,361)   64,474    (176,605)   229,772 
Gain on sale of asset held for sale   9        1,022,853        1,022,853 
Other income   6    10,837,729    52,917    11,148,259    99,510 
Other expenses   6    (1,172,442)   (54,225)   (7,344,817)   (138,422)
Profit (loss) before taxes        12,970,820    (2,954,557)   (30,181,608)   8,569,938 
                          
INCOME TAX EXPENSE   14    (539,160)   (1,807,943)   (3,846,518)   (2,759,558)
                          
PROFIT (LOSS) FOR THE PERIOD       $12,431,660   $(4,762,500)  $(34,028,126)  $5,810,380 
                          
OTHER COMPREHENSIVE INCOME (LOSS):                         
Items that may be reclassified subsequently to profit or loss:                         
Translation (loss) gain from functional currency to reporting currency        (7,125,921)   7,132,959    (7,695,204)   9,727,869 
TOTAL COMPREHENSIVE INCOME (LOSS) FOR THE PERIOD       $5,305,739   $2,370,459   $(41,723,330)  $15,538,249 
                          
PROFIT (LOSS) FOR THE PERIOD ATTRIBUTABLE TO:                         
Owners of the Company       $9,907,633   $(4,762,860)  $(38,123,976)  $2,628,360 
Non-controlling interests        2,524,027    360    4,095,850    3,182,020 
Total profit (loss) for the period       $12,431,660   $(4,762,500)  $(34,028,126)  $5,810,380 
                          
TOTAL COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO:                         
Owners of the Company       $2,781,712   $2,370,099   $(45,819,180)  $12,356,229 
Non-controlling interests        2,524,027    360    4,095,850    3,182,020 
Total comprehensive income (loss) for the period       $5,305,739   $2,370,459   $(41,723,330)  $15,538,249 
                          
Weighted average number of shares – basic   13    31,709,747    28,600,000    30,223,220    28,600,000 
Weighted average number of shares – diluted   13    31,863,168    28,600,000    30,223,220    28,600,000 
Earnings (loss) per share attributable to owners of the Company – basic   13    0.31    (0.17)   (1.26)   0.09 
Earnings (loss) per share attributable to owners of the Company – diluted   13    0.31    (0.17)   (1.26)   0.09 

 

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

 

1

 

 

LOGISTIC PROPERTIES OF THE AMERICAS AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION

AS OF JUNE 30, 2024 AND DECEMBER 31, 2023

(in U.S. Dollars)

 

      

As of

June 30, 2024

  

As of

December 31, 2023

 
   Notes   (Unaudited)     
ASSETS               
CURRENT ASSETS:               
Cash and cash equivalents       $48,173,742   $35,242,363 
Due from affiliates   17        9,463,164 
Lease and other receivables, net   8    3,384,827    3,557,988 
Receivables from the sale of investment properties - short term   9    5,751,931    4,072,391 
Prepaid construction costs        298,223    1,123,590 
Restricted cash equivalent - short term        2,000,000    2,000,000 
Prepaid income taxes        1,009,808    651,925 
Other current assets   10    3,276,935    2,791,593 
Total current assets        63,895,466    58,903,014 
                
NON-CURRENT ASSETS:               
Investment properties   9    525,862,522    514,172,281 
Tenant notes receivables - long term, net   8    5,565,780    6,002,315 
Receivables from the sale of investment properties - long term   9        4,147,507 
Restricted cash equivalent - long term        2,739,916    681,110 
Property and equipment, net        329,868    354,437 
Deferred tax asset        312,378    1,345,859 
Other non-current assets        5,483,834    5,218,787 
Total non-current assets        540,294,298    531,922,296 
                
TOTAL ASSETS       $604,189,764   $590,825,310 
                
LIABILITIES AND STOCKHOLDERS’ EQUITY               
CURRENT LIABILITIES:               
Accounts payable and accrued expenses       $10,544,627   $13,127,502 
Income tax payable        1,760,485    2,024,865 
Retainage payable        1,558,684    1,737,805 
Long term debt - current portion   11    12,287,698    16,703,098 
Other current liabilities        790,547    959,539 
Total current liabilities        26,942,041    34,552,809 
                
NON-CURRENT LIABILITIES:               
Long term debt   11    263,590,781    253,151,137 
Deferred tax liability        37,805,728    37,451,338 
Security deposits        2,500,277    1,790,554 
Other non-current liabilities        4,137,761    2,936,555 
Total non-current liabilities        308,034,547    295,329,584 
                
TOTAL LIABILITIES        334,976,588    329,882,393 
                
EQUITY:               
Ordinary Shares   12    3,171    168,142,740 
Additional Paid-in Capital        216,229,708     
Retained earnings        29,754,669    67,878,645 
Foreign currency translation reserve        (21,390,187)   (13,694,983)
Equity attributable to owners of the Company        224,597,361    222,326,402 
Non-controlling interests        44,615,815    38,616,515 
Total equity        269,213,176    260,942,917 
                
TOTAL LIABILITIES AND EQUITY       $604,189,764   $590,825,310 

 

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

 

2

 

 

LOGISTIC PROPERTIES OF THE AMERICAS AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2024 AND 2023

(in U.S. Dollars)

 

      

Ordinary

Shares

         

Foreign

  

Equity

attributable

        
   Notes   Number of shares   Share capital   Additional

paid-in

capital

  

Retained

earnings

  

currency

translation

reserve

  

to owners of

the

Company

  

Non—

controlling

interests

   Total equity 
BALANCE AS OF DECEMBER 31, 2023                  168,142,740   $168,142,740   $   $67,878,645   $(13,694,983)  $222,326,402   $38,616,515   $260,942,917 
Profit (loss) for the period                    (38,123,976)       (38,123,976)   4,095,850    (34,028,126)
Other comprehensive income (loss)                        (7,695,204)   (7,695,204)       (7,695,204)
Total comprehensive income (loss)for the period                    (38,123,976)   (7,695,204)   (45,819,180)   4,095,850    (41,723,330)
Impact of reverse capitalization   3    (141,830,740)   (168,140,109)   168,140,109                     
Issuance of shares to TWOA shareholders upon reverse capitalization   3    3,897,747    390    (2,754,110)           (2,753,720)       (2,753,720)
Issuance of shares to PIPE Investor   3    1,500,000    150    14,999,850            15,000,000        15,000,000 
Foreclosure of the collateralized LLP Shares held by LLI upon Closing   3            (9,765,972)           (9,765,972)       (9,765,972)
Listing expense   3            44,469,613            44,469,613        44,469,613 
Share-based payments   16            1,140,218            1,140,218        1,140,218 
Capital contributions                                2,403,450    2,403,450 
Distributions paid to non-controlling interests                                (500,000)   (500,000)
BALANCE AS OF JUNE 30, 2024 (Unaudited)        31,709,747   $3,171   $216,229,708   $29,754,669   $(21,390,187)  $224,597,361   $44,615,815   $269,213,176 

 

      

Ordinary

Shares

         Foreign  

Equity

attributable

        
   Notes   Number of Shares   Share capital   Additional paid-in Capital  

Retained

earnings

  

currency

translation

reserve

  

to owners of

the

Company

  

Non—

controlling

interests

   Total equity 
BALANCE AS OF DECEMBER 31, 2022       168,142,740   $168,142,740   $   $64,739,312   $(32,068,047)  $200,814,005   $33,252,465   $234,066,470 
Profit for the period                   2,628,360        2,628,360    3,182,020    5,810,380 
Other comprehensive income (loss)                       9,727,869    9,727,869        9,727,869 
Total comprehensive income (loss) for the period                   2,628,360    9,727,869    12,356,229    3,182,020    15,538,249 
Capital contributions                               1,000,000    1,000,000 
Distributions paid to non-controlling interests                               (4,522,937)   (4,522,937)
BALANCE AS OF JUNE 30, 2023 (Unaudited)       168,142,740   $168,142,740   $   $67,367,672   $(22,340,178)  $213,170,234   $32,911,548   $246,081,782 

 

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

 

3

 

 

LOGISTIC PROPERTIES OF THE AMERICAS AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2024 AND 2023

(in U.S. Dollars)

 

       For the six months ended June 30 
       (Unaudited) 
   Notes   2024   2023 
Cash flows from operating activities:               
Profit (loss) for the period       $(34,028,126)  $5,810,380 
Adjustments:               
Share-based payments   16    1,140,218     
Depreciation and amortization        55,534    54,205 
Adjustment for expected credit losses   8    24,081    (99,776)
Net foreign currency loss (gain)        48,866    (337,471)
Amortization of right-of-use assets        34,047    26,999 
Investment property valuation gain   9    (9,749,988)   (10,276,377)
Financing costs   11    11,371,356    17,636,918 
Gain on sale of asset held for sale   9        (1,022,853)
Loss on disposition of property and equipment   6        82,465 
Straight-line rent        (463,318)   (1,413,168)
Interest income   9    (424,155)    
Interest income from affiliates   17    (302,808)   (314,488)
Income from lock-up release (net), classified as financing cash flow   6    (8,695,972)    
Listing expense   3    44,469,613     
Income tax expense   14    3,846,518    2,759,558 
Working capital adjustments        3,783,436    (761,046)
Income tax paid        (3,900,763)   (3,842,718)
Net cash provided by operating activities       $7,208,539   $8,302,628 
                
Cash flows from investing activities:               
Capital expenditure on investment properties   9   $(11,681,535)  $(10,672,226)
Purchase of property and equipment        (19,886)   (107,305)
Proceeds from sale of investment properties   9    2,361,010     
Proceeds from sale of asset held for sale   9        1,600,000 
Repayments on loans to tenants   8    397,844    371,703 
Restricted cash        (2,058,806)   1,957,953 
Net cash used in investing activities       $(11,001,373)  $(6,849,875)
                
Cash flows from financing activities:               
Long term debt borrowing   11   $13,091,001   $113,971,395 
Long term debt repayment   11    (3,250,201)   (98,400,674)
Cash paid for raising debt   11    (59,975)   (394,686)
Debt extinguishment cost paid   11        (1,552,683)
Interest and commitment fee paid   11    (11,686,352)   (11,779,772)
Capital contributions from non-controlling partners        2,403,450    1,000,000 
Distributions to non-controlling partners        (500,000)   (4,522,937)
Proceeds from Business Combination, net of transaction costs paid   3    8,174,119     
Proceeds from lock-up release, net of transaction costs paid   6    8,695,972     
Repayment of office lease liabilities        (30,224)   (16,284)
Net cash provided by (used in) financing activities       $16,837,790   $(1,695,641)
                
Effects of exchange rate fluctuations on cash held        (113,577)   139,193 
Net increase (decrease) in cash and cash equivalents        12,931,379    (103,695)
Cash and cash equivalents at the beginning of period        35,242,363    14,988,112 
Cash and cash equivalents at the end of period       $48,173,742   $14,884,417 
                
Supplemental disclosure of noncash investing and financing activities:               
Forgiveness of loans receivable from Latam Logistics Investments, LLC (“LLI”)   3   $(9,765,972)  $ 
Assumption of net liabilities from TWOA as a result of the Business Combination   3   $3,874,870   $ 
Increase in accrued payables for investment properties       $   $1,970,512 
New lease liabilities in exchange for lease right-of-use assets       $   $2,507,992 

 

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

 

4

 

 

LOGISTIC PROPERTIES OF THE AMERICAS AND SUBSIDIARIES

 

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

 

(in U.S. Dollars)

 

 

1. NATURE OF BUSINESS

 

Logistic Properties of the Americas (“LPA”) is a Cayman Islands exempted company formed on October 9, 2023. The registered office is located in Plaza Tempo, Edificio B Oficina B1, Piso 2, San Rafael de Escazú, San José, Costa Rica.

 

Logistic Properties of the Americas, through its affiliates and subsidiaries (jointly referred to as the “Company”) is a fully integrated, internally managed real estate company that develops, owns and manages a diversified portfolio of warehouse logistics assets in Central and South America.

 

On March 27, 2024, LPA consummated the previously announced business combination pursuant to the business combination agreement, dated as of August 15, 2023 (“Business Combination Agreement”), with two, a Cayman Islands exempted company (“TWOA”), LatAm Logistic Properties, S.A., a company incorporated under the laws of Panama (“LLP”), Logistic Properties of the Americas Subco, a Cayman Islands exempted company and a wholly-owned subsidiary of LPA (“SPAC Merger Sub”), and LPA Panama Group Corp., a company incorporated under the laws of Panama and a wholly-owned subsidiary of LPA (“Company Merger Sub”) (the “Business Combination”).

 

As a result of the Business Combination, TWOA and LLP became wholly-owned subsidiaries of LPA, and LPA ordinary shares (“Ordinary Shares”) were listed on the New York Stock Exchange (“NYSE”) under the symbol “LPA”. Refer to Note 3 for more details.

 

Since TWOA did not meet the definition of a business under the guidance of International Financial Reporting Standards as issued by the International Accounting Standards Board (“IASB”) (“IFRS”) 3, the Business Combination was accounted for as a share-based payment transaction in accordance with IFRS 2, Share-Based Payment (IFRS 2), and the Business Combination was accounted for as a reverse capitalization in accordance with IFRS. Under this method of accounting, TWOA was treated as the acquired company for financial reporting purposes and LLP was treated as the accounting acquirer. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of LLP issuing shares for the net assets of TWOA.

 

The unaudited condensed consolidated interim financial statements were prepared as a continuation of LLP and its subsidiaries as LLP is considered the accounting predecessor. Accordingly, all historical financial information presented in these condensed consolidated interim financial statements represents the accounts of LLP. The comparative financial information in relation to the shares and basic and diluted earnings (loss) per share attributable to equity holders of the Company, prior to the Business Combination, have been retroactively restated as shares reflecting the exchange ratio established in the Business Combination.

 

These unaudited condensed consolidated interim financial statements should be read in conjunction with LLP’s most recent audited consolidated financial statements and notes.

 

5

 

 

2. MATERIAL ACCOUNTING POLICY INFORMATION

 

  a. Basis of Accounting – The condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard (“IAS”) 34 as issued by IASB.

 

The condensed consolidated interim financial statements have been prepared on the historical cost basis except certain investment properties that are measured at fair value as of end of each reporting period, as explained in the accounting policies included in LLP’s most recent audited consolidated financial statements and notes. Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.

 

These condensed consolidated interim financial statements follow the same significant accounting policies as those included in LLP’s most recent audited consolidated financial statements. Management believes that all adjustments that are required for a proper presentation of the financial information are incorporated in these condensed consolidated interim financial statements.

 

  b. Going Concern – The accompanying unaudited condensed consolidated financial statements are prepared on a going concern basis in accordance with IAS 1, Presentation of Financial Statements (“IAS 1”), which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

 

As described further in Note 11, the Company obtained a waiver relating to compliance with the debt service coverage ratio as required by its loan covenants with Bancolombia, S.A. (“Bancolombia”) for the assessment on June 30, 2024 and December 31, 2024. The next testing period for the covenants will occur on June 30, 2025. The outstanding Bancolombia loan balance as of June 30, 2024 was $38.0 million, with $1.6 million classified within current liabilities on the condensed consolidated statement of financial position.

 

The Company’s lending agreements with Bancolombia are only collateralized by four Colombian investment properties, which were valued at $88.8 million and $90.3 million as of June 30, 2024 and December 31, 2023, respectively. No other guarantees have been provided by the Company’s other subsidiaries that would put the Company’s operations outside of Colombia at risk in event of foreclosure. While the $4.4 million in revenue generated by the Company’s Colombian operations for the six months ended June 30, 2024 represents approximately 20.3% of the Company’s consolidated revenues for the period, the Company’s operations outside of Colombia are expected to be profitable and generate adequate liquidity to provide for continued operations. In the event that the Company is unable to obtain further debt waivers, restructure the debt, or otherwise repay the Bancolombia loan, there is a possibility Bancolombia may initiate proceedings to foreclose on its Colombian properties without further recourse. However, this would not create material uncertainty as to the Company’s ability to continue as a going concern in regards to its operations outside of Colombia. Additionally, with the consummation of the Company’s Business Combination with TWOA on March 27, 2024, the Company had gained access to additional capital which further supports the Company’s ability to finance ongoing operations. The Company believes that the capital raised coupled with the current cash projections created enough resources to prevent a foreclosure scenario. Refer to Note 3 for additional information on the Business Combination.

 

6

 

 

  c. Share-based Payment – Certain employees and board of directors of the Company receive remuneration in the form of share-based payments whereby they render services in exchange for equity instruments (equity-settled transactions).

 

Equity-settled share-based payments to employees and others providing similar services are measured at the fair value of the equity instruments at the grant date. The fair value excludes the effect of non-market-based vesting conditions.

 

The fair value determined at the grant date of the equity-settled share-based payments is expensed ratably over the period in which the service and, where applicable, the performance conditions are fulfilled (the vesting period) with a corresponding increase in equity. The cumulative expense recognized for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Company’s best estimate of the number of equity instruments that will eventually vest. For awards with graded vesting, the fair value determined at the grant date is expensed on a tranche-by-tranche basis using the accelerated attribution method. At each reporting date, the Company revises its estimate of the number of equity instruments expected to vest pursuant to service and non-market-based vesting conditions. The impact of the revision of the original estimates, if any, is recognized in the condensed consolidated interim statement of profit or loss and other comprehensive income (loss) such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to additional paid-in capital.

 

Service and non-market performance conditions are not taken into account when determining the grant date fair value of awards. Market conditions are reflected within the grant date fair value. Any other conditions attached to an award, but without an associated service requirement, are considered to be non-vesting conditions, which are reflected in the fair value of an award.

 

Equity-settled share-based payment transactions with parties other than employees are measured at the fair value of the goods or services received, except where that fair value cannot be estimated reliably, in which case they are measured at the fair value of the equity instruments granted, measured at the date the entity obtains the goods or the counterparty renders the service.

 

  d. Foreign Currency –

 

  Functional and Presentation Currency - The consolidated financial statements are presented in U.S. dollars (USD), which is the functional currency of Logistic Properties of the Americas and its subsidiaries, except for the Colombian subsidiaries of Latam Logistic COL OpCo, S.A. and Latam Logistic COL PropCo Cota I, S.A.S, for which the functional currency is the Colombian Peso. As of June 30, 2024 and 2023, the sell-exchange rates for a USD to relevant currencies were the following:

 

    2024    2023 
Costa Rican Colones (“CRC”)   CRC 530    CRC 549 
Peruvian Soles (“PEN”)   PEN 3.84    PEN 3.64 
Colombian Pesos (“COP”)   COP 4,148    COP 4,191 

 

7

 

 

The average rates for a USD to relevant currencies for the Company’s $1.00 were the following for the three months ended June 30, 2024 and 2023:

 

    2024    2023 
Costa Rican Colones (“CRC”)   CRC 516    CRC 544 
Peruvian Soles (“PEN”)   PEN 3.75    PEN 3.71 
Colombian Pesos (“COP”)   COP 3,926    COP 4,415 

 

The average rates for a USD to relevant currencies for the Company’s $1.00 were the following for the six months ended June 30, 2024 and 2023:

 

    2024    2023 
Costa Rican Colones (“CRC”)   CRC 517    CRC 556 
Peruvian Soles (“PEN”)   PEN 3.75    PEN 3.76 
Colombian Pesos (“COP”)   COP 3,920    COP 4,587 

 

  Foreign Currency Transactions - Transactions in foreign currencies are translated into the respective functional currencies of the Company entities at exchange rates at the dates of the transactions.

 

Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rate at the reporting date. Non-monetary assets and liabilities that are measured at fair value in a foreign currency are translated into the functional currency at the exchange rate when the fair value was determined. Non-monetary items that are measured based on historical cost in a foreign currency are translated at the exchange rate at the date of the transaction. Foreign currency differences are generally recognized in profit or loss.

 

Foreign Operations - The assets and liabilities of foreign operations, for which the functional currency is other than the USD are translated into USD at exchange rates in effect at the date of the consolidated statement of financial position. The income and expenses of foreign operations are translated at exchange rates at the dates of the transactions. Components of equity are translated into USD at the historical exchange rates.

 

Foreign currency differences are recognized in other comprehensive income (OCI) and accumulated in a separate line item in the Company’s consolidated statements of changes in equity under “Foreign currency translation reserve”, except to the extent that the translation difference is allocated to non-controlling interests (NCI). When a foreign operation is disposed of in its entirety or partially such that control, significant influence or joint control is lost, the cumulative amount in the foreign currency translation reserve account related to that foreign operation is reclassified to profit or loss as part of the gain or loss on disposal. If the Company disposes of part of its interest in a subsidiary but retains control, then, the relevant proportion of the cumulative amount is reattributed to non-controlling interests. When the Company disposes only part of an associate while retaining significant influence, the relevant proportion of the cumulative amount is reclassified to profit or loss.

 

8

 

 

  e. Basis of Consolidation - The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries) at the end of each reporting period. Control is achieved when the Company:

 

  Has the power over the investee;
     
  Is exposed, or has rights, to variable returns from its involvement with the investee; and
     
  Has the ability to use its power to affects its returns.

 

The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.

 

When the Company has less than a majority of the voting rights of an investee, it considers that it has power over the investee when the contractual rights are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally. The Company considers all relevant facts and circumstances in assessing whether or not the Company’s voting rights in an investee are sufficient to give it power, including:

 

  The size of the Company’s holding of voting rights relative to the size and dispersion of holdings of the other vote holders;
     
  Exposure, or rights, to variable returns from its involvement with the investee
     
  Any additional facts and circumstances that indicate that the Company has, or does not have, the current ability to direct the relevant activities at the time that decisions need to be made including the ability to use its power over the investee to affect the amount of the investor’s returns

 

Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control. Specifically, the results of subsidiaries acquired or disposed of during the year are included in profit or loss from the date the Company gains control until the date when the Company ceases to control the subsidiary. Profit or loss and each component of other comprehensive loss are attributed to owners of the Company and to the non-controlling interests. Total comprehensive income of the subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.

 

Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with the Company’s accounting policies.

 

All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between the members of the Company are eliminated upon consolidation.

 

Non-controlling interests in subsidiaries are identified separately from the Company’s equity therein. Those interests of non-controlling shareholders that are present ownership interests entitling their holders to a proportionate share of net assets upon liquidation may initially be measured at fair value or at the non-controlling interests’ proportionate share of the fair value of the acquiree’s identifiable net assets. The choice of measurement is made on an acquisition-by-acquisition basis. Other non-controlling interests are initially measured at fair value. Subsequent to acquisition, the carrying amount of non-controlling interests is the amount of those interests at initial recognition plus the non-controlling interests’ share of subsequent changes in equity. Total comprehensive income is attributed to non-controlling interests even if this results in the non-controlling interests having a deficit balance.

 

Changes in the Company’s interests in subsidiaries that do not result in a loss of control are accounted for as equity transactions. The carrying amount of the Company’s interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity and attributed to the owners of the Company.

 

When the Company loses control of a subsidiary, the gain or loss on disposal recognized in profit or loss is calculated as the difference between (i) the aggregate of the fair value of the consideration received and the fair value, as of the date control is lost, of any retained interest in the subsidiary and (ii) the previous carrying amount of the assets (including goodwill), less liabilities of the subsidiary and any non-controlling interests. All amounts previously recognized in other comprehensive loss in relation to that subsidiary are accounted for as if the Company had directly disposed of the related assets or liabilities of the subsidiary (i.e. reclassified to profit or loss or transferred to another category of equity as required/permitted by applicable IFRS Standards). The fair value of any investment retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent accounting under IFRS 9 Financial Instruments when applicable, or the cost on initial recognition of an investment in an associate or a joint venture.

 

9

 

 

The condensed consolidated financial statements include the financial information of Logistic Properties of the Americas (parent entity) and its subsidiaries:

 

      Ownership Interest   Non-controlling Interests 
Entities  Country 

June 30,

2024

   December 31, 2023  

June 30,

2024

   December 31, 2023 
Latam Logistic Properties S.A.  Panamá   100%   N/A           
two  Cayman Islands   100%   N/A           
Latam Logistic Property Holdings, LLC  United States   100%   100%          
LPA Corporate Services Inc.  United States   100%   N/A           
Latam Logistic COL HoldCo I, S de R.L.  Panamá   100%   100%          
Latam Logistic CR HoldCo I, S de R.L.  Panamá   100%   100%          
Latam Logistic Pan HoldCo S de R.L.  Panamá   100%   100%          
Latam Logistic Pan Holdco El Coyol II S de R.L.  Panamá   50%   50%   50%   50%
Latam Logistic Pan Holdco Cedis Rurales S de R.L.  Panamá   100%   100%          
Latam Logistic Pan HoldCo San Joaquin I S de R.L.  Panamá   100%   100%          
Latam Logistic Pan Holdco Verbena I S de R.L. (1)  Panamá   47.6%   47.6%   52.4%   52.4%
Latam Logistic Pan Holdco Verbena II S, S.R.L. (2)  Panamá   47.6%   47.6%   52.4%   52.4%
Logistic Property Asset Management, S de R.L. (3)  Panamá   100%   100%          
Latam Logistic Pan Holdco Verbena Fase II, S de R.L. (4)  Panamá   100%   100%          
Latam Logistic Pan Holdco Medellin I, S.R.L.  Panamá   100%   100%          
LatAm Logistic Pan HoldCo Bodegas los Llanos, S.R.L.  Panamá   100%   100%          
Latam Logistic PER OpCo, S.R.L.  Perú   100%   100%          
Latam Logistic PER PropCo Lurin I, S. de R.L.  Perú   100%   100%          
Latam Logistic PER PropCo Lurin II, S. de R.L.  Perú   100%   100%          
Latam Logistic PER PropCo Lurin III, S. de R.L.  Perú   100%   100%          
Parque Logístico Callao, S.R.L.  Perú   40%   40%   60%   60%
Latam Logistic COL OpCo, S.A. (5)  Colombia   100%   100%          
Latam Logistic COL PropCo Cota I, S.A.S.  Colombia   100%   100%          
Latam Logistic CR OpCo, S.R.L.  Costa Rica   100%   100%          
Latam Logistic CR PropCo Alajuela I, S.R.L.  Costa Rica   100%   100%          
Latam Propco El Coyol Dos S de R.L.  Costa Rica   50%   50%   50%   50%
Latam Logistic Propco Bodegas San Joaquín S de R.L.  Costa Rica   100%   100%          
Latam Logistic Propco Cedis Rurales Costa Rica S de R.L.  Costa Rica   100%   100%          
3101784433, S.R.L.  Costa Rica   23.6%   23.6%   76.4%   76.4%
Latam Logistic PropCo Bodegas los Llanos S de R.L.  Costa Rica   100%   100%          
Latam Logistic CR Zona Franca, S. de R.L.  Costa Rica   100%   100%          
Latam Logistics SLV OpCo S.A. de C.V.  El Salvador   100%   100%          

 

(1)Formerly known as Latam Logistic Propco Pedregal Panamá S de R.L.

 

(2)Formerly known as Latam Logistic Pan Holdco Pedregal Panamá S de R.L.

 

(3)Formerly known as Latam Logistic Pan Holdco Santiago I, S de R.L.

 

(4)Formerly known as Latam Logistic Pan Holdco Santo Domingo, S de R.L.

 

(5)Formerly known as Latam Logistic COL OpCo, S.A.S.

 

f.New and amended IFRS accounting standards that are effective for the current year

 

The condensed consolidated interim financial statements and notes are based on accounting policies consistent with those described in Note 2 to the LLP’s most recent audited consolidated financial statements and notes. All the new and amended IFRS accounting standards effective as of June 30, 2024 that are relevant to the Company have already been early adopted before January 1, 2024. See details below:

 

Amendments to IAS 1 - Presentation of Financial Statements - Classification of Liabilities as Current or Non-Current (“2020 Amendment”) - The amendments clarify that the classification of liabilities as current or non-current is based on rights that are in existence at the end of the reporting period, specify that classification is unaffected by expectations about whether an entity will exercise its right to defer settlement of a liability, explain that rights are in existence if covenants are complied with at the end of the reporting period, and introduce a definition of “settlement” to make clear that settlement refers to the transfer to the counterparty of cash, equity instruments, other assets or services. The amendment is effective for annual reporting periods beginning on or after January 1, 2024. The Company has early adopted the amendment as of January 1, 2023 together with the 2022 Amendment mentioned below.

 

10

 

 

Amendments to IAS 1 - Presentation of Financial Statements - Non-Current Liabilities with Covenants (“2022 Amendment”) - The amendments specify that only covenants that an entity is required to comply the end of the reporting period affect the entity’s right to defer settlement of a liability for at least twelve months after the reporting date (and therefore must be considered in assessing the classification of the liability as current or non-current). Such covenants affect whether the right exists at the end of the reporting period, even if compliance with the covenant is assessed only after the reporting date (e.g., a covenant based on the entity’s financial position at the reporting date that is assessed for compliance only after the reporting date).

 

The IASB also specifies that the right to defer settlement of a liability for at least twelve months after the reporting date is not affected if an entity only has to comply with a covenant after the reporting period. However, if the entity’s right to defer settlement of a liability is subject to the entity complying with covenants within twelve months after the reporting period, an entity discloses information that enables users of financial statements to understand the risk of the liabilities becoming repayable within twelve months after the reporting period. This would include information about the covenants (including the nature of the covenants and when the entity is required to comply with them), the carrying amount of related liabilities and facts and circumstances, if any, that indicate that the entity may have difficulties complying with the covenants.

 

The amendment is effective for annual reporting periods beginning on or after January 1, 2024. The Company early adopted the amendment as of January 1, 2023.

 

  g. New and amended IFRS Accounting Standards issued but not yet effective

 

At the date of authorization of these financial statements, the Company has not applied the following new IFRS Accounting Standards that have been issued but are not yet effective:

 

IFRS 18 Presentation and Disclosure in Financial Statements – On April 9, 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements to improve reporting of financial performance. IFRS 18 replaces IAS 1 Presentation of Financial Statements while carrying forward many of the requirements in IAS 1. The new Accounting Standard introduces significant changes to the structure of a group’s income statement and new principles for aggregation and disaggregation of information. IFRS 18 applies for annual reporting periods beginning on or after January 1, 2027. Earlier application is permitted. The Company is currently evaluating the impact from the adoption of IFRS 18 on its consolidated financial statements.

 

3. REVERSE CAPITALIZATION

 

On August 15, 2023, the Company entered into a Business Combination Agreement with LLP, TWOA, SPAC Merger Sub, and Company Merger Sub, for a proposed Business Combination. Under the Business Combination Agreement, at the closing of the transactions contemplated by the Business Combination Agreement (the “Closing”), among other matters, (a) SPAC Merger Sub merged with and into TWOA, with TWOA continuing as the surviving company, and, in connection therewith, each issued and outstanding security of TWOA immediately prior to the effective time of the Business Combination was no longer outstanding and was automatically canceled, in exchange for the right of the holder thereof to receive a substantially equivalent security of LPA; (b) Company Merger Sub merged with and into LLP, with LLP continuing as the surviving company, and, in connection therewith, the ordinary shares of LLP (“LLP Shares”) issued and outstanding immediately prior to the Business Combination were canceled in exchange for the right of the holders thereof to receive ordinary shares of LPA (“LPA Ordinary Shares”); and (c) as a result of the mergers, TWOA and LLP each became wholly-owned subsidiaries of LPA, and LPA Ordinary Shares were listed on NYSE, all upon the terms and subject to the conditions set forth in the Business Combination Agreement.

 

11

 

 

On February 16, 2024, TWOA entered into a subscription agreement (the “Subscription Agreement”) with certain subscriber (“PIPE Investor”) to purchase 1,500,000 TWOA Class A ordinary shares at a price of $10.00 per share, for an aggregate purchase price of $15,000,000, in a private placement to be consummated simultaneously with the Closing.

 

The Business Combination was unanimously approved by the board of directors of TWOA and was approved at the Extraordinary General Meeting on March 25, 2024. TWOA’s shareholders also voted to approve all other proposals presented at the Extraordinary General Meeting. As a result of the Business Combination, LLP and TWOA became wholly-owned direct subsidiaries of the Company. On March 28, 2024, the LPA Ordinary Shares commenced trading on the NYSE under the symbol “LPA”.

 

As a result of the Business Combination:

 

  All outstanding TWOA Class A and Class B shares were canceled in exchange for 3,897,747 LPA Ordinary Shares, not including the shares held by the PIPE Investor;
     
  1,500,000 Class A TWOA shares held by the PIPE Investor were converted to 1,500,000 LPA Ordinary Shares;
     
  All outstanding LLP shares were cancelled in exchange for 26,312,000 LPA Ordinary Shares.

 

The Business Combination was consummated on March 27, 2024. Following the Business Combination, the ownership structure of LPA was as follows:

 

  

Number of

Ordinary

Shares

  

% of

Ownership

 
LPA Ordinary Shares issued to TWOA shareholders   3,897,747    12.3%
LPA Ordinary Shares converted from legacy LLP equity holders   26,312,000    83.0%
LPA Ordinary Shares issued to PIPE Investor   1,500,000    4.7%
Total   31,709,747    100.0%

 

The proceeds from Business Combination (net of transaction costs paid) are summarized below:

 

   Amount 
Proceeds from PIPE Investor  $15,000,000 
Proceeds from TWOA trust   1,121,150 
Transaction costs paid   (7,947,031)
Proceeds from Business Combination, net of transaction costs paid  $8,174,119 

 

12

 

 

Reverse capitalization

 

As discussed in Note 1, the Business Combination was accounted for as a reverse capitalization in accordance with IFRS. The consolidated assets, liabilities and results of operations are those of LLP for all periods presented. As such, the basic and diluted earnings (loss) per share related to LLP prior to the Business Combination have been retroactively recast based on shares reflecting the exchange ratio established in the Business Combination.

 

Share listing expenses under IFRS 2

 

As further discussed in Note 1, since the Business Combination was accounted for in accordance with IFRS 2, the difference in the fair value of the shares deemed to have been issued by the accounting acquirer and the fair value of the accounting acquiree’s identifiable net assets represented a service received by the accounting acquirer, and thus was recognized as an expense upon consummation of the Business Combination.

 

Upon Closing, the excess fair value of the equity interests deemed to have been issued to TWOA as consideration over the fair value of TWOA’s identifiable net assets was recognized as listing expense in the amount of $44,469,613 in the condensed consolidated interim statements of profit or loss and other comprehensive income (loss) for the three and six months ended June 30, 2024. The fair value of the equity interests was measured at the closing market price of TWOA’s publicly traded shares on March 26, 2024, which was $10.70 per share. See below for details.

 

Fair value of TWOA public shares (103,813 shares at $10.70) (A)  $1,110,799 
Fair value of TWOA sponsor shares (3,793,934 shares at $10.70) (B)   40,595,094 
I: Total deemed fair value of consideration issued to TWOA shareholders: (A+B)   41,705,893 
      
Cash and cash equivalents   1,121,150 
Accounts payable   (3,884,870)
II: Net liabilities of TWOA   (2,763,720)
      
Total share listing expense (I-II)  $44,469,613 

 

Other transaction-related costs in connection with the Business Combination

 

For the three and six months ended June 30, 2024, the Company incurred transaction-related costs in connection with the Business Combination of $6,804 and $6,179,179, respectively (excluding the share listing expenses under IFRS 2 discussed above). For the three and six months ended June 30, 2023, the Company incurred transaction-related costs in connection with the Business Combination of $53,342 and $55,074, respectively. These transaction-related costs were recorded in other expenses in the condensed consolidated interim statements of profit or loss and other comprehensive income (loss), primarily consisting of professional service fees such as legal and accounting services pertinent to the Business Combination. Through June 30, 2024, cumulative transaction-related costs of $16,183,014 were incurred by the Company and TWOA (prior to the Closing) in connection with the Business Combination, of which $5,722,342 has not yet been paid as of June 30, 2024. As of June 30, 2024, $3,800,000 of the amount not yet paid is recorded within accounts payable and accrued expenses and $1,922,342 is recorded within other current and non-current liabilities in the condensed consolidated interim statements of financial position. For the six months ended June 30, 2024, the Company has paid $7,947,031 for transaction-related costs in connection with the Business Combination of which $4,858,225 was paid with transaction proceeds.

 

13

 

 

Cash bonus to management

 

In connection with the Business Combination, certain executives were granted a one-time cash bonus totaling $285,000 at Closing, recorded in general and administrative expense in the condensed consolidated interim statements of profit or loss and other comprehensive income (loss). As of June 30, 2024, all of the bonus was paid. See Note 17 for more details.

 

Restricted Stock Units (RSUs)

 

In connection with the Business Combination, certain executives and board of director members were granted service-based and performance-based RSUs. For the three and six months ended June 30, 2024, the Company incurred share-based payment expenses of $1,140,218. See Note 16 for more details.

 

Loan receivable from Latam Logistics Investments, LLC (“LLI”)

 

As of January 1, 2024, LLP’s loans to LLI, which held a minority equity interest of LLP before Closing, were in default status due to non-payment following the maturity date of December 31, 2023. LLP subsequently provided notice of the default to LLI.

 

On March 12, 2024, LLI entered into an assignment agreement (“Assignment Agreement”) with LLP, pursuant to which LLI unconditionally and irrevocably assigned in favor of LLP the right to receive the LPA Ordinary Shares upon the closing of the Business Combination. As part of the Assignment Agreement, LLP agreed to waive its right to receive the corresponding LPA Ordinary Shares. Upon Closing, the loans receivables from LLI of $9,765,972 were considered settled through the foreclosure of the collateralized LLP Shares held by LLI.

 

4. REVENUE

 

The Company’s revenue was as follows:

 

  

Three months ended

June 30,

  

Six months ended

June 30,

 
   2024   2023   2024   2023 
                 
Non-lease components of rental arrangements  $1,216,441   $1,076,001   $2,329,795   $2,045,773 
Other   39,842    8,377    97,055    36,020 
Revenue from contracts with customers (IFRS 15)   1,256,283    1,084,378    2,426,850    2,081,793 
Rental income   9,730,653    8,905,394    19,043,548    17,157,965 
Total revenue  $10,986,936   $9,989,772   $21,470,398   $19,239,758 

 

Note 7 contains further information of the Company’s revenue based on segment and geography.

 

The Company, through its subsidiaries, had entered into various operating leases agreements with customers for the rental of its investment properties. Most of the Company’s lease agreements associated with the investment properties contain an initial lease term from 5 to 10 years and generally include renewal options for one or more additional terms of varying lengths. The Company’s weighted average lease term remaining on leases in the operating properties and properties under development, based on the square footage of the leases in effect as of June 30, 2024 and 2023 was 5.8 years and 5.7 years, respectively.

 

These leases were based on a minimum rental payment in USD for properties located in Costa Rica and Peru, and COP for properties in Colombia, plus maintenance fees and recoverable expenses, and guarantee deposits associated with the agreements, which are commonly used for covering any repair, improvement tasks or as a final payment when the lease agreement ends.

 

14

 

 

5.INVESTMENT PROPERTY OPERATING EXPENSES

 

Rental property operating expenses were as follows:

 

  

Three months ended

June 30,

  

Six months ended

June 30,

 
   2024   2023   2024   2023 
Repair and maintenance  $759,555   $604,040   $1,446,463   $1,215,237 
Utilities   98,550    98,705    281,403    216,240 
Insurance   118,265    88,512    222,475    173,138 
Property management   71,881    59,178    134,067    113,800 
Real estate taxes   237,500    218,257    390,834    429,350 
Expected credit loss adjustments   13,112    (46,818)   24,081    (99,776)
Other property related expenses   409,233    260,914    740,567    591,598 
Total  $1,708,096   $1,282,788   $3,239,890   $2,639,587 

 

6.OTHER INCOME AND OTHER EXPENSES

 

Other income was as follows:

 

  

Three months ended

June 30,

  

Six months ended

June 30,

 
   2024   2023   2024   2023 
Interest income  $369,956   $52,917   $680,446   $93,373 
Income in connection to the LR Agreements (defined below)   9,844,894        9,844,894     
Other   622,879        622,919    6,137 
Total  $10,837,729   $52,917   $11,148,259   $99,510 

 

Other expenses were as follows:

 

  

Three months ended

June 30,

  

Six months ended

June 30,

 
   2024   2023   2024   2023 
Transaction-related costs in connection with the Business Combination  $6,804   $53,342   $6,179,179   $55,074 
Fees in connection to the LR Agreements (defined below)   1,148,922        1,148,922     
Loss on disposition of property and equipment       883        83,348 
Other   16,716        16,716     
Total  $1,172,442   $54,225   $7,344,817   $138,422 
                     

 

Transaction-related costs in connection with the Business Combination primarily consisted of professional service fees including legal and accounting services pertinent to the Business Combination. See Note 3 for more details relating to transaction-related costs.

 

On June 5, 2024, and June 6, 2024, the Company, certain Investors (the “Investors”) and certain Shareholders (the “Shareholders” and together with the Investors, the “Released Parties”) entered into a non-affiliate lock-up release agreement (as amended, each an “LR Agreement” and collectively, the “LR Agreements”), pursuant to which the Company and each Released Party agreed to waive certain lock-up restrictions provided for in (i) the letter agreement dated March 29, 2021 by and among TWOA and other relevant parties thereto and by a joinder agreement, the Investors or (ii) the letter agreement dated March 29, 2021 by and among TWOA and other relevant parties thereto and the Shareholders, as amended on August 15, 2023 and March 27, 2024, as applicable (the “Lock-up Release”, and the shares released pursuant to such Lock-up Release, the “Released Shares”). In exchange, each Released Party agreed to pay a cash fee to the Company equal to a certain percentage of the sale price received for each Released Share sold by such Released Party until September 27, 2025.

 

15

 

 

As of June 30, 2024, the total number of Released Shares was 911,885, of which 651,586 shares were sold by the Released Parties. For the three months and six months ended June 30, 2024, the Company recorded receipt of $9,844,894 in cash related to the sale of the Released Shares with an offsetting amount recorded in other income in the condensed consolidated interim statements of profit or loss and other comprehensive income (loss). In connection with the sale of the Released Shares, the Company incurred transaction costs of $1,148,922 for the three months and six months ended June 30, 2024, which were recorded in other expenses in the condensed consolidated interim statements of profit or loss and other comprehensive income (loss).

 

7. SEGMENT REPORTING

 

The Company has three operating segments, based on geographic regions consisting of Colombia, Peru, and Costa Rica. Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker (“CODM”), the Company’s Chief Executive Officer, in deciding how to allocate resources and assess the Company’s financial and operational performance. The CODM receives information and evaluates the business from a geographic perspective and reviews the Company’s internal reporting by geography in order to assess performance and allocate resources. As a result, the Company has determined the business operates in three distinct operating segments based on geography.

 

The three geographic segments, Colombia, Peru, and Costa Rica primarily derive revenue from various operating lease agreements with customers for the rental of warehouses. Each of these locations and corresponding operations are presented and managed and separately. The operating segments are each reportable segments, and aggregation of segments is not applied. Unallocated revenue consists of other revenue streams earned by operating subsidiaries that are not allocated to segments for CODM’s review. Unallocated expenses consist of certain corporate general and administrative expenses and financing costs for the bridge loan held by the parent entity that are not allocated to segments for CODM’s review.

 

There was no inter-segment revenue for the three and six months ended June 30, 2024 and 2023.

 

The tables below present information by segment presented to the CODM and reconciliations to the Company’s consolidated amounts.

 

The Company evaluates the performance of its reportable segments based on net operating income. Segment net operating income consists of segment investment property rental revenue less segment investment property operating expense.

 

The tables below present information by segment presented to the CODM and reconciliations to the Company’s consolidated amounts for the three months ended June 30, 2024, and 2023.

 

  

Three months ended

June 30,

 
   2024   2023 
Revenue:        
Colombia  $2,019,177   $2,066,829 
Peru   2,934,997    2,432,604 
Costa Rica   5,992,920    5,481,962 
Unallocated revenue   39,842    8,377 
Total  $10,986,936   $9,989,772 
           
Investment property operating expense:          
Colombia  $(291,240)  $(258,873)
Peru   (544,610)   (483,077)
Costa Rica   (872,246)   (540,838)
Total  $(1,708,096)  $(1,282,788)
           
Net operating income          
Colombia  $1,727,937   $1,807,956 
Peru   2,390,387    1,949,527 
Costa Rica   5,120,674    4,941,124 
Total  $9,238,998   $8,698,607 
           
General and administrative:          
Colombia  $(317,328)  $(250,761)
Peru   (363,426)   (64,928)
Costa Rica   (724,167)   (571,752)
Corporate   (3,151,762)   (188,797)
Total  $(4,556,683)  $(1,076,238)
           
Financing costs          
Colombia  $(1,619,037)  $(1,804,661)
Peru   (1,311,360)   (839,287)
Costa Rica   (2,878,580)   (9,155,482)
Corporate       (335,446)
Total  $(5,808,977)  $(12,134,876)

 

16

 

 

The following table reconciles segment net operating income to profit before taxes for the three months ended June 30, 2024 and 2023:

 

   Three months ended June 30, 
   2024   2023 
Net operating income  $9,238,998   $8,698,607 
Unallocated revenue   39,842    8,377 
General and administrative   (4,556,683)   (1,076,238)
Investment property valuation gain   4,550,714    305,441 
Interest income from affiliates       158,113 
Financing costs   (5,808,977)   (12,134,876)
Net foreign currency (loss) gain   (158,361)   64,474 
Gain on sale of asset held for sale       1,022,853 
Other income   10,837,729    52,917 
Other expenses   (1,172,442)   (54,225)
Profit (loss) before taxes  $12,970,820   $(2,954,557)

 

The tables below present information by segment presented to the CODM and reconciliations to the Company’s consolidated amounts for the six months ended June 30, 2024, and 2023.

 

   Six months ended June 30, 
   2024   2023 
Revenue:          
Colombia  $4,358,549   $3,781,404 
Peru   5,366,057    4,688,955 
Costa Rica   11,648,737    10,733,379 
Unallocated revenue   97,055    36,020 
Total  $21,470,398   $19,239,758 
           
Investment property operating expense:          
Colombia  $(533,765)  $(469,376)
Peru   (997,766)   (939,292)
Costa Rica   (1,708,359)   (1,230,919)
Total  $(3,239,890)  $(2,639,587)
           
Net operating income          
Colombia  $3,824,784   $3,312,028 
Peru   4,368,291    3,749,663 
Costa Rica   9,940,378    9,502,460 
Total  $18,133,453   $16,564,151 
           
General and administrative:          
Colombia  $(553,486)  $(463,038)
Peru   (605,220)   (314,615)
Costa Rica   (1,476,846)   (1,080,710)
Corporate   (3,615,228)   (339,530)
Total  $(6,250,780)  $(2,197,893)
           
Financing costs          
Colombia  $(3,518,830)  $(3,364,448)
Peru   (2,424,049)   (1,774,096)
Costa Rica   (5,428,477)   (11,787,327)
Corporate       (711,047)
Total  $(11,371,356)  $(17,636,918)

 

 17 

 

 

The following table reconciles segment net operating income to profit before taxes for the six months ended June 30, 2024 and 2023:

 

   Six months ended June 30, 
   2024   2023 
Net operating income  $18,133,453   $16,564,151 
Unallocated revenue   97,055    36,020 
General and administrative   (6,250,780)   (2,197,893)
Listing expense   (44,469,613)    
Investment property valuation gain   9,749,988    10,276,377 
Interest income from affiliates   302,808    314,488 
Financing costs   (11,371,356)   (17,636,918)
Net foreign currency (loss) gain   (176,605)   229,772 
Gain on sale of asset held for sale       1,022,853 
Other income   11,148,259    99,510 
Other expenses   (7,344,817)   (138,422)
Profit (loss) before taxes  $(30,181,608)  $8,569,938 

 

Segment Assets and Liabilities

For the purposes of monitoring segment performance and allocating resources between segments, the CODM monitors select assets and liabilities attributable to each segment. The following table summarizes the Company’s total assets and liabilities by reportable operating segment as of June 30, 2024 and December 31, 2023:

 

  

June 30,

2024

   December 31,
2023
 
Segment investment properties          
Colombia  $129,074,360   $131,057,446 
Peru   139,293,029    127,350,614 
Costa Rica   257,495,133    255,764,221 
Total  $525,862,522   $514,172,281 
           
Reconciling items:          
Cash and cash equivalents   48,173,742    35,242,363 
Due from affiliates       9,463,164 
Lease and other receivables, net   3,384,827    3,557,988 
Receivables from the sale of investment properties - short term   5,751,931    4,072,391 
Receivable from the sale of investment properties - long term       4,147,507 
Prepaid construction costs   298,223    1,123,590 
Prepaid income taxes   1,009,808    651,925 
Other current assets   3,276,935    2,791,593 
Tenant notes receivables - long term, net   5,565,780    6,002,315 
Restricted cash equivalent   4,739,916    2,681,110 
Property and equipment, net   329,868    354,437 
Deferred tax asset   312,378    1,345,859 
Other non-current assets   5,483,834    5,218,787 
Total assets  $604,189,764   $590,825,310 
           
Segment debt          
Colombia  $43,148,658   $47,654,090 
Peru   59,867,406    61,260,237 
Costa Rica   172,862,415    160,939,908 
Total  $275,878,479   $269,854,235 
           
Reconciling items:          
Accounts payable and accrued expenses   10,544,627    13,127,502 
Income tax payable   1,760,485    2,024,865 
Retainage payable   1,558,684    1,737,805 
Other current liabilities   790,547    959,539 
Deferred tax liability   37,805,728    37,451,338 
Security deposits   2,500,277    1,790,554 
Other non-current liabilities   4,137,761    2,936,555 
Total liabilities  $334,976,588    329,882,393 

 

 18 

 

 

Geographic Area Information

 

  

June 30,

2024

  

December 31,

2023

 
Long-lived assets          
Colombia  $129,101,519   $131,147,272 
Peru   139,358,727    127,416,698 
Costa Rica   257,732,144    256,000,132 
Total  $526,192,390   $514,564,102 

 

8. LEASE AND OTHER RECEIVABLES, NET

 

As of June 30, 2024 and December 31, 2023, lease and other receivables, net were as follows:

 

  

June 30,

2024

   December 31, 2023 
         
Lease receivables, net  $2,472,738   $2,703,760 
Tenant notes receivables - short term, net   850,406    804,749 
Others   61,683    49,479 
Sub-total   3,384,827    3,557,988 
Tenant notes receivable - long term, net   5,565,780    6,002,315 
Lease and other receivables, net  $8,950,607   $9,560,303 

 

The expected credit loss allowance provision for lease receivables and tenant notes receivables as of June 30, 2024 and June 30, 2023 reconciled to the opening loss allowance for that provision as follows:

 

   June 30, 2024   June 30, 2023 
   Lease
Receivables
   Tenants
Notes
Receivables
   Total   Lease
Receivables
   Tenants
Notes
Receivables
   Total 
                         
Beginning balance  $831,805   $114,201   $946,006   $2,646,337   $126,640   $2,772,977 
Adjustments in loan loss allowance recognized in profit or loss during the period   30,640    (6,559)   24,081    (99,377)   (399)   (99,776)
Receivables written-off during the period as uncollectible               (1,733,404)   (5,734)   (1,739,138)
Ending balance  $862,445   $107,642   $970,087   $813,556   $120,507   $934,063 

 

 19 

 

 

9. INVESTMENT PROPERTIES

 

As of June 30, 2024, the Company obtained a valuation from independent appraisers in order to determine the fair value of its investment properties. Gains and losses arising from changes in the fair values are included in the condensed consolidated interim statements of profit or loss and other comprehensive income (loss) in the period in which they arise.

 

In addition, for financial reporting purposes, fair value measurements are categorized into Level 1, 2 or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows:

 

  Level 1 - Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date.
  Level 2 - Inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and
  Level 3 - Inputs are unobservable inputs for the asset or liability, among others, statistics information, and own Company’s information, in some instances based on the information provided by some independent experts.

 

As of June 30, 2024 and December 31, 2023, all owned investment properties are guaranteeing the Company’s debt.

 

As of June 30, 2024 and December 31, 2023, investment properties were as follows:

 

  

Fair Market Value

(“FMV”) as of

   FMV as of 
   June 30,   December 31, 
   2024   2023 
         
Land bank:          
Land bank under right-of-use          
Peru  $1,811,991   $619,976 
Sub-total   1,811,991    619,976 
Owned land bank          
Colombia   23,130,348    24,100,446 
Sub-total   23,130,348    24,100,446 
Total Land Bank  $24,942,339   $24,720,422 
Properties under development:          
Properties under right-of-use          
Peru  $16,510,000   $12,260,000 
Sub-total   16,510,000    12,260,000 
Owned properties          
Peru   -    22,230,781 
Costa Rica   15,398,000    10,891,000 
Sub-total   15,398,000    33,121,781 
Total properties under development  $31,908,000   $45,381,781 
Operating Properties          
Owned properties          
Colombia  $105,944,012   $106,957,000 
Peru   120,971,038    92,239,857 
Costa Rica   242,097,133    244,873,221 
Sub-total   469,012,183    444,070,078 
Total operating properties   469,012,183    444,070,078 
Total operating properties and properties under development   500,920,183    489,451,859 
Total  $525,862,522   $514,172,281 

 

 20 

 

 

Disclosed below is the valuation technique used to measure the fair value of investment properties, along with the significant unobservable inputs used.

 

Valuation Techniques - This fair value measurement is considered Level 3 of the fair value hierarchy, except where otherwise noted below.

 

  Operating Properties - The valuation model considers a combination of the present value of net cash flows to be generated by the property, the direct capitalization of the net operating income, and the replacement cost to construct a similar property.

 

  i. The present value of net cash flows generated by the property takes into account the expected rental growth rate, vacancy periods, occupancy rate, lease incentive costs such as rent-free periods and other costs not paid by tenants. The expected net cash flows are discounted using risk adjusted discount rates. Among other factors, the discount rate estimation considers the quality of a building and its location, tenant credit quality and lease terms.
     
  ii. The direct capitalization method. This method involves capitalizing a fully leased net operating income estimate by an appropriate yield. This approach is best utilized with stabilized assets, where there is little volatility in the net income and the growth prospects are also stable. It is most commonly used with single tenant investments or stabilized investments. involves capitalizing the property net operating income at a market capitalization rate. The net operating income is determined by using the property Effective Gross Income (EGI) net of operating expenses. The EGI is determined by the property’s Potential Gross Income (PGI) through analysis of the property actual historic income and an analysis of competitive current market income rates and deducting the PGI with an estimate for vacancy and collection.
     
  iii. The cost approach. The cost approach involves the estimation of the replacement cost of the building and site improvements that a prudent and rational person would pay no more for a property than the cost to construct a similar and competitive property - assuming no undue delay in the process.

 

  Properties Under Development - The valuation model considers the present value of net cash flows, direct capitalization, and the cost approaches adjusted by the net present value of the cost to complete and vacancy in the properties under construction.
     
  Land Bank - The valuation model used for the land portfolio is a combination of sales comparison approach (or market approach), cost approach, residual land value approach and the discounted cash flow method. For undeveloped land, the market approach is used. For land that is under development, the market approach is used in conjunction with the cost approach and residual land value approach, and the discounted cash flow approach, to determine the fair value of the finished lots.

 

  i. The sales comparison approach. This approach compares sales or listing of similar properties with the subject property using the price per square feet (Level 2 input). This approach is given supporting weight in this analysis because of the well-supported range of value within this approach and the likelihood that the subject could be purchased by an owner-user.
     
  ii. The cost approach. This approach is based on the principle of substitution that a prudent and rational person would pay no more than the cost to construct a similar property. This approach generally considers estimated replacement cost of the land and the site improvements (e.g., infrastructure) and estimated depreciation accrued to the improvements (Level 2 input).

 

 21 

 

 

  iii. The residual land value approach. This approach involves residual amount after deducting all known or anticipated costs required to complete the development from the anticipated value of the project when completed after consideration of the risks associated with the completion of the project (Level 2 input).

 

Significant Inputs as of June 30, 2024 and December 31, 2023 —

 

Property  

Fair value

hierarchy

 

Valuation

techniques

 

Significant

unobservable

inputs

  Value  

Relationship of

unobservable inputs to

fair value

        Discounted cash flows   Risk adjusted residual capitalization rate  

2024: 7.9%

2023: 7.9%

  The higher the risk adjusted residual rate, the lower the fair value.
Operating Properties   Level 3       Risk adjusted discount rate  

2024: 10.6%

2023: 10.8%

  The higher the risk adjusted discount rate, the lower the fair value.
        Direct capitalization method   Occupancy rate  

2024: 98.2%

2023: 98.2%

  The higher the occupancy rate, the higher the fair value.
            Going in stabilized capitalization rate  

2024: 7.8%

2023: 7.9%

  The higher the stabilized capitalization rate, the lower the fair value
        Discounted cash flows   Risk adjusted residual capitalization rate  

2024: 8.1%

2023: 8.1%

  The higher the risk adjusted residual rate, the lower the fair value.
Properties Under Development   Level 3       Risk adjusted discount rate  

2024: 10.4%

2023: 10.8%

  The higher the risk adjusted discount rate, the lower the fair value.
        Direct capitalization method   Occupancy rate  

2024: 96.9%

2023: 97.7%

  The higher the occupancy rate, the higher the fair value.
            Going in stabilized capitalization rate  

2024: 8.1%

2023: 8.0%

  The higher the stabilized capitalization rate, the lower the fair value
Land Bank   Level 3   Discounted cash flows   Risk adjusted residual capitalization rate  

2024: 7.8%

2023: 7.8%

  The higher the risk adjusted residual rate, the lower the fair value.
            Risk adjusted discount rate  

2024: 11.8%

2023: 11.8%

  The higher the risk adjusted discount rate, the lower the fair value.

 

The reconciliation of investment properties for the six months ended June 30, 2024 and year ended June 30, 2023, were as follows:

 

   June 30, 2024   June 30, 2023 
         
Beginning balance  $514,172,281   $449,036,633 
Additions   12,661,512    15,046,916 
Foreign currency translation effect   (10,721,259)   16,043,694 
Gain on valuation of investment properties   9,749,988    10,276,377 
Ending balance  $525,862,522   $490,403,620 

 

Investment Properties Dispositions

 

Sale of Latam Parque Logistico Calle 80 Building 500A

 

On November 24, 2023, the Company closed the sale of its investment property, Latam Parque Logistico Calle 80 Building 500A (with a carrying value of USD 17,634,208 as of closing), to a third party for consideration of COP 79,850,000,000 (equivalent of USD 19,512,112 as of closing). Of the total consideration, COP 33,829,392,065 (equivalent of USD 8,266,536 as of closing) was transferred directly to ITAU to settle the liabilities directly associated with the investment property. The remaining consideration is expected to be received within fifteen months after closing, through six installment payments. The Company had received the first upfront installment payment of COP 11,505,151,984 (equivalent of USD 2,778,063 as of the payment date) in October 2023. As of closing, the total future installments were discounted by an implicit rate estimated based on certain Level 2 inputs discussed above. The discount on total installments would be subsequently accreted back over the time over the remaining payment term.

 

 22 

 

 

During the three and six months ended June 30, 2024, the Company recognized interest income of $195,039 and $424,155, respectively, included in other income in the condensed consolidated interim statements of profit or loss and other comprehensive income (loss). The Company received the second and third installment payment for total of COP 9,204,121,586 (equivalent of USD 2,361,010 as of the payment date) in February 2024 and May 2024, respectively. The Company expects to receive the remaining installment payments in 2024 and 2025. The carrying amount of the receivables from the sale of investment properties is $5,751,931 and $8,219,898 as of June 30, 2024 and December 31, 2023, respectively.

 

In accordance with the purchase and sale agreement, as of June 30, 2024, the deferred cash payments will be paid to the Company in the upcoming three installments based on the following schedule:

 

Consideration    
Installment Payment due in August 2024   1,109,454 
Installment Payment due in November 2024   1,109,454 
Installment Payment due in February 2025   3,883,090 
Discount on future payments   (350,067)
Receivables from the sale of investment properties - short term  $5,751,931 

 

Sale of certain land lot in Latam Logistic Park San José – Verbena

 

During the year ended December 31, 2021, the Company engaged in an active sale negotiation for the sale of certain land lot with a third-party buyer. The land lot held for sale is part of a land lot that is owned by LatAm Parque Logistico San José - Verbena partnership, within the Costa Rica segment.

 

On May 21, 2021, the Company signed on behalf of LatAm Parque Logistico San José - Verbena partnership, the purchase and sale agreement for the sale of the fully serviced land parcel for $4,000,000. In accordance with the purchase and sale agreement, the sale will be paid in three installments based on the following schedule:

 

   Amount    
        
1st Installment Payment  $1,200,000   Upon the signing of the Purchase and Sale Agreement.
2nd Installment Payment   1,200,000   Upon conclusion of land infrastructure work.
3rd Installment Payment   1,600,000   Upon title transfer of the property to the buyer.
   $4,000,000    

 

On May 24, 2021, the Company, through LatAm Parque Logistico San José - Verbena partnership, received the first installment payment of $1,200,000 from the buyer. The Company received the second installment of $1,200,000 on January 27, 2022 upon the conclusion of the land infrastructure work. The sale closed on April 23, 2023 upon the transfer of the property title and the receipt of the third installment payment of $1,600,000. The Company recognized a gain on sale of asset held for sale of $1,022,853 during the three and six months ended June 30, 2023.

 

10. OTHER CURRENT ASSETS

 

The detail of other current assets as of the June 30, 2024 and December 31, 2023 were as follows:

 

  

June 30,

2024

  

December 31,

2023

 
Value added tax receivable  $1,434,913   $2,207,983 
Prepaid insurance   1,190,240    181,528 
Other   651,782    402,082 
Total  $3,276,935   $2,791,593 

 

 23 

 

 

11. LONG TERM DEBT

 

As of June 30, 2024 and December 31, 2023, the debt of the Company was as follows (all loans are USD denominated, except loans in Colombia are COP denominated):

 

Financial
Institution
  Type  Expiration  

Annual

Interest

Rate

  Restricted
Cash at
June 30,
2024
   Restricted
Cash at
December
31, 2023
   Remaining
Borrowing
Capacity at
June 30,
2024
   Amount
Outstanding
at June 30,
2024
  

Amount
Outstanding at

December 31,
2023

 
Costa Rica (USD denominated)                                    
BAC Credomatic, S.A.  Mortgage Loan   Refinanced   3Mo SOFR +
378 bps,
no min. rate (except for the fixed rate of 8.1% from March 2023 to March 2024)
                   46,908,999 
BAC Credomatic, S.A.  Mortgage Loan   April 2039   3Mo SOFR +
200 bps,
no min. rate
               59,934,509     
Banco Davivienda Costa Rica, S.A.  Mortgage Loan   Nov 2038   Year 1: 7.0%
Year 2: 7.3%
Thereafter: 3Mo SOFR + 240 bps
   72,346            7,821,650    7,974,306 
Banco Nacional de Costa Rica, S.A.  Mortgage Loan   April 2048   Year 1: 5.9%
Year 2: 6.2%
Thereafter: 3Mo SOFR+140 bps
               65,111,489    65,727,171 
Banco Nacional de Costa Rica, S.A.  Mortgage Loan   April 2048   Year 1: 5.9%
Year 2: 6.2%
Thereafter: 3Mo SOFR+140 bps
   480,000    480,000        18,113,690    18,285,023 
Banco Nacional de Costa Rica, S.A.  Mortgage Loan   April 2048   Year 1: 5.9%
Year 2: 6.2%
Thereafter: 3Mo SOFR+140 bps
               15,022,127    15,164,206 
Banco Nacional de Costa Rica, S.A.  Mortgage Loan   April 2048   Year 1: 6.4%
Year 2: 7.3%
Thereafter: 3Mo SOFR + 280 bps
   140,485    140,485        6,858,951    6,918,421 
Total Costa Rica Loans             $692,831   $620,485   $   $172,862,416   $160,978,126 
                                     
Peru (USD denominated)                                    
BBVA Peru Tranche 1  Mortgage Loan   March 2053   8.50%   1,614,732            47,596,844    48,670,000 
BBVA Peru Tranche 2  Mortgage Loan   March 2053   8.40%   371,728            10,957,270    11,330,000 
BBVA Peru  Mortgage Loan   July 2024   8.35%   2,000,000    2,000,000        2,000,000    2,000,000 
                                     
Total Peru Loans             $3,986,460   $2,000,000       $60,554,114   $62,000,000 
Colombia (COP denominated)                                    
Bancolombia, S.A.  Mortgage Loan   January 2036   IBR
+327 bps
no min. rate
               20,988,185    23,087,020 
 Bancolombia, S.A.  Mortgage Loan   May 2036   IBR
+365 bps
no min. rate
               16,969,122    18,738,132 
BTG  Secured Bridge Loan   November 2025   IBR
+695 bps
no min. rate
               6,026,943    6,540,992 
                                     
Total Colombia Loans                         $43,984,250   $48,366,144 
Total             $4,679,291   $2,620,485   $   $277,400,780   $271,344,270 
                                     
Accrued financing costs                          827,501    752,874 
Debt issuance costs, net                          (2,349,802)   (2,242,909)
                                     
Total Debt                            $275,878,479   $269,854,235 
Less: Current portion of long-term debt                          (12,287,699)   (16,703,098)
Total Long-term debt                         $263,590,780   $253,151,137 

 

 24 

 

 

Debt Agreements

 

IFC

 

The IFC secured credit facility includes full development of Latam Logistic Lima Sur through a two-tranche facility. Latam Logistic Lima Sur is a total of six buildings development divided in two phases. The loan has an aggregate borrowing capacity of $53,000,000 and is divided in two tranches corresponding to each development phase.

 

  Tranche 1 – The loan is for the financing of the development of phase 1. The loan has a total borrowing capacity of $27,100,000 and is interest only until January 15, 2020, with a balloon payment of $6,865,611 at expiration on July 15, 2028. As of December 31, 2022, the Company had disbursed all of the tranche.
  Tranche 2 – The loan is for the financing of the development of phase 2. The loan has a total borrowing capacity of $25,900,000 and is interest only until January 15, 2022, with a balloon payment of $6,475,000 at expiration on July 15, 2030. As of December 31, 2022, the Company had disbursed $15,607,323.

 

The loan bears a commitment fee over unborrowed amounts until January 15, 2022, as follows:

 

  June 16, 2019 – December 31, 2019 – 0.50% over unborrowed amount.
  January 1, 2020 – June 30, 2021 – 1.00% over unborrowed amount.
  July 1, 2021 – January 15, 2022 – 1.50% over unborrowed amount.

 

On March 14, 2022, the Company negotiated a new interest rate on the IFC Tranche 1, reducing the spread by 100 basis points, to 425 basis points, effective July 15, 2022. All the other terms and conditions of the loan with IFC remained the same. A gain of $351,503 was recognized as financing costs in the first quarter of 2022 as part of modification of this debt facility.

 

On October 26, 2023, the Company drew on its debt facilities with IFC for a total of $10,292,677 to finance the construction of the Lurin I project in Peru. The related interest expense directly attributable to the construction is capitalized.

 

On December 15, 2023, the Company refinanced the debt outstanding with IFC Tranche 1 and Tranche 2 for a total amount of $46,973,443 with a mortgage loan denominated in USD with Banco Bilbao Vizcalla (“BBVA”) for an aggregate amount of $60,000,000. An extinguishment loss of $1,651,793 was recognized as financing costs during the fourth quarter of 2023 as part of the extinguishment of this debt facility.

 

ITAU

 

On January 6, 2021, the Company entered into a COP denominated secured construction loan facility with ITAU for a total borrowing capacity of COP$35,000 million ($10.1 million as of closing). Proceeds were used for the financing of the construction of building 500 in Latam Logistic Park Calle 80 in Bogota, Colombia. The loan matures on July 6, 2033. The loan bears an annual interest rate of IBR (a short-term interest rate for the Colombian Peso determined by the board of directors of Colombia’s Central Bank) plus 447 basis points and has an annual commitment fee of 0.50% of the undrawn amount of the credit line. The loan was interest only until April 20, 2022, and was fully drawn in October 2021. The debt facility with ITAU was paid in full through a sale of the mortgaged property to a third-party buyer. The buyer provided an advance of the payment directly to ITAU on August 31, 2023, in order to settle the outstanding debt. An extinguishment loss of $118,073 was recognized as financing costs during the third quarter of 2023 as part of the extinguishment of this debt facility.

 

 25 

 

 

Bancolombia

 

On January 22, 2021, the Company entered into a COP denominated financing agreement of COP44,500 million ($12.8 million as of the transaction date) with Bancolombia, S.A. for the financing of the construction of building 300 in Latam Logistic Park Calle 80 in Bogota, Colombia. As of December 31, 2021, the financing was fully disbursed. This financing agreement was further increased by COP$30,000 million ($7.0 million of extension). The financing bears an interest rate of IBR plus 365 basis points, commitment fees of 0.1% per month of the undrawn amount of the loan and has a 15-year term with a balloon payment of 40% at expiration (COP$29,901 million, or $6.9 million as of extension). The Company began to make principal payments in November 2021. On January 19, 2022, the Company increased by COP$34,000 million ($8.4 million per the transaction date exchange rate, same applies to hereafter) its existing financing facilities denominated in COP with Bancolombia from COP$57,810 million ($14.3 million) to COP$91,810 million ($22.7 million). The financing has a fourteen-year term with a balloon of COP$42,866 million ($11.4 million) at expiration. The interest accrues at Colombian IBR plus 327 basis points.

 

On September 22, 2023, the Company negotiated a deferral of principal with Bancolombia, deferring all principal payments for seven months, beginning on October 1, 2023. All the other terms and conditions of the loan with Bancolombia remained the same. A modification gain of $70,058 was recognized as financing costs during the third quarter of 2023 as part of the modification of this debt facility.

 

BAC Credomatic

 

In March 2021, the Company entered into two U.S. dollar denominated mortgage loan facilities with BAC Credomatic, S.A. for an aggregate amount of $10.0 million for the financing of the acquisition of two operating properties in San José, Costa Rica. The loans have a fifteen-year term and bear an annual interest rate of three-month LIBOR plus 423 basis point with a minimum interest rate of 5.0%. This loan was refinanced to Banco Nacional de Costa Rica on April 28, 2023.

 

On July 7, 2021, the Company entered into a U.S. dollar denominated mortgage loan facility of up to $45.5 million with Banco BAC San José, S.A. (“BAC”) on behalf of Latam Parque Logístico San José - Verbena partnership. Proceeds will be used to finance the construction of Latam Parque Logístico San José - Verbena, a five-building class-A master-planned logistic park totaling 829,898 square feet of net rentable area, in the Alajuelita submarket in San José, Costa Rica. The loan can be drawn in multiple disbursements up to approximately 60% of the total investment of the project. The mortgage loan has a term of 10 years with a 15-year amortization profile. The stated interest rate is the three-month LIBOR plus 423 basis points. In October 2022, the stated interest rate on the debt facility changed to the three-month SOFR plus 378 basis points. The debt facility has an amortization grace period of 30 months and does not accrue any commitment fees.

 

On February 16, 2022, the Company repaid one of the loans with BAC Credomatic due to the sale of the underlying property. The loan outstanding balance at the time of the sale was $2,868,155 and an extinguishment loss of $586 was recognized as financing costs during the first quarter of 2022 as part of the extinguishment of this debt facility. On March 1, 2023, the Company negotiated a reduced interest rate with BAC Credomatic, S.A. reducing the interest rate from 3-month SOFR plus 378 basis points to 8.12% for six months. All the other terms and conditions of the loan with BAC remained the same. A gain of $121,038 was recognized as financing costs during the first quarter of 2023 as part of the modification of this debt facility. On October 5, 2023, the Company negotiated to keep the reduced interest rate of 8.12% for six more months. All the other terms and conditions of the loan with BAC remained the same. A modification loss of $47,466 was recognized as financing costs in the third quarter of 2023 as part of the modification of this debt facility.

 

 26 

 

 

As of December 31, 2022, the Company had borrowed $1.0 million of a U.S. dollar denominated mortgage loan facility of up to $1.0 million with Banco BAC San José, S.A. for the financing of the renovations in Latam Bodegas San Joaquin. The loan would have matured on June 24, 2032. The loan had an annual interest rate set at the U.S. Prime Rate plus 110 basis points with no minimum interest rate. This loan was refinanced with Banco Nacional de Costa Rica on April 28, 2023.

 

On April 30, 2024, the Company refinanced its secured loans of $46.6 million with BAC with a new secured facility of $60.0 million with the same lender. The new secured loan has a term of 15 years, scheduled to mature in May 2039. The interest rate for the new loan is structured to be 2% above SOFR, which, as of the issuance date of the loan, equates to an effective annual rate of 7.33%. This rate is subject to quarterly review and subsequent adjustment based on the prevailing SOFR and the rate shall not fall below a floor of 5.50% per annum. An extinguishment loss of $38,219 was recognized as financing costs in the second quarter of 2024 as part of the refinancing of the debt facility.

 

Banco Promerica

 

On August 16, 2021, the Company entered into a U.S. dollar denominated mortgage loan of $7.0 million with Banco Promerica de Costa Rica, S.A. for the purchase of a 118,403 square feet logistic facility located in the Coyol submarket in San José, Costa Rica. The loan has a fifteen-year term. The stated interest rate is the U.S. Prime Rate plus 475 basis points. This loan was refinanced to Banco Nacional de Costa Rica on April 28, 2023.

 

Banco Davivienda

 

On January 6, 2022, the Company negotiated a new interest rate on the Davivienda de Cosa Rica loans 3-month LIBOR plus 475 basis points and eliminated the interest rate floor, all the other terms and conditions of the loans with Davivienda de Costa Rica remained the same. A modification gain of $4,077,399 was recognized as financing costs during the first quarter of 2022 as part of the modification of this debt facility.

 

Banco Nacional

 

On April 28, 2023, the Company refinanced all outstanding loans with Banco Davivienda de Costa Rica, Banco Promerica de Costa Rica, S.A. and all loans except one with BAC Credomatic, S.A., with Banco Nacional de Costa Rica, S.A. An extinguishment loss of $6,555,113 was recognized as financing costs during the second quarter of 2023 as part of the extinguishment of these debt facilities. The Company entered into four U.S. dollar denominated mortgage loans with Banco Nacional de Costa Rica for an aggregate amount of $107,353,410. The loans have a twenty-five-year term. The loans bear a fixed annual interest rate for the first two years and a variable rate thereafter.

 

On November 1, 2023, the Company refinanced a debt outstanding with Banco Nacional de Costa Rica, S.A. ($7,373,460) with a mortgage loan denominated in USD with Davivienda de Costa Rica for an aggregate amount of $8,000,000. The new mortgage loan matures in 15 years. The loan is subject to a fixed interest rate of 7.00% in the first year, and a rate of 6-month SOFR plus 2.4% adjustable monthly from the second year onwards.

 

BTG

 

On August 25, 2023, and August 30, 2023, the Company entered into two new line of credit agreement with BTG Pactual Colombia S.A. for COP 15,000,000,000 and COP 10,000,000,000, respectively (approximately $3,679,266 and $2,433,042, respectively, at the date the transactions were initiated). Interest is calculated and paid monthly at the rate of a one-month Colombian IBR plus 720 basis points. Principal repayment is due at maturity, on August 25, 2024, and August 30, 2024, respectively. This debt agreement is guaranteed by the trust established for Latam Logistic Col Propco Cota 1, where Banco BTG Pactual Colombia S.A is established as a guaranteed creditor, with three underlying properties defined as guarantees.

 

 27 

 

 

On May 27, 2024, the Company restructured its two loans with BTG Pactual Colombia S.A. into a single loan with the same lender. The new loan maintains the same outstanding principal amount of COP 25,000,000,000 (approximately $6,446,506 as of the restructuring date) and bears an interest rate of three-month Colombian IBR plus 695 basis points. This loan is set to mature in November 2025. A modification gain of $208,799 was recognized as financing costs during the second quarter of 2024.

 

BBVA

 

On October 19, 2023, the Company entered into a new line of credit agreement with El Banco BBVA Peru for $2,000,000. The line of credit agreement has a nominal rate of 14.45% fixed and an annual effective rate of 8.35%. The line of credit agreement matures in 9 months and follows a monthly repayment schedule. This debt agreement is a senior unsecured loan and is not guaranteed by any of the properties of the Company. As of the issuance date, the Company has fully drawn the line of credit.

 

On December 15, 2023, the Company entered into a mortgage loan with El Banco BBVA Peru for a total of $60,000,000. The mortgage loan consists of two components: Tranche A and Tranche B. The Tranche A totaling $48,670,000 was used to refinance the Company’s existing debt with IFC. The Tranche B totaling $11,330,000 is expected to finance the Company’s other real estate projects. Tranche A and B will mature in 10 years (with a 35% balloon payment for Tranche A) and carry a fixed interest rate of 8.5% and 8.4%, respectively.

 

LIBOR Rate – The Company modified all of it Costa Rican loans from LIBOR rate to SOFR by December 31, 2022. In July 2023, the Company modified the rate for IFC loans from 6-month LIBOR to 6-month SOFR. No further modifications from LIBOR to SOFR have been made as of June 30, 2024.

 

Long-Term Debt Maturities – Scheduled principal and interest payments due on the Company’s debt as of June 30, 2024, are as follows:

 

   Mortgage Loan   Secured Bridge Loan   Total 
Maturity:               
Remainder of 2024  $6,036,525   $1,004,491   $7,041,016 
2025   8,370,124    5,022,452    13,392,576 
2026   8,955,841    -    8,955,841 
2027   9,694,303    -    9,694,303 
2028   10,416,046    -    10,416,046 
2029   11,237,596    -    11,237,596 
Thereafter   216,663,402    -    216,663,402 
Accrued and deferred financing cost, net   (1,328,310)   (193,991)   (1,522,301)
Total  $270,045,527   $5,832,952   $275,878,479 

 

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Financing Cost – The following table summarizes the components of financing cost including the deferred financial cost amortization for the three and six months ended June 30, 2024 and 2023:

 

  

Three months ended

June 30,

  

Six months ended

June 30,

 
   2024   2023   2024   2023 
Gross interest expense  $5,912,315   $5,770,045   $11,755,397   $11,372,049 
Gross commitment fees       39,027        77,805 
Amortization of debt issuance cost   49,580    212,398    83,122    508,552 
Debt modification gain   (208,799)       (208,799)   (121,038)
Debt extinguishment loss   38,219    6,201,589    38,219    6,201,589 
Other financing cost   17,662    14,112    33,540    38,671 
Total financing cost before capitalization   5,808,977    12,237,171    11,701,479    18,077,628 
Capitalized amounts into investment properties       (102,295)   (330,123)   (440,710)
Net financing cost   5,808,977    12,134,876    11,371,356    17,636,918 
Total cash paid for interest and commitment fees  $5,843,654   $5,444,455   $11,686,352   $11,779,772 

 

Debt Reconciliation – The reconciliation of the Company’s debt as of June 30, 2024 and 2023 were as follows:

 

   Six months ended June 30, 
   2024   2023 
Beginning balance  $269,854,235   $209,326,775 
Secured bank debt borrowings   13,091,001    113,971,395 
Secured bank debt repayments   (3,250,201)   (98,400,674)
Borrowing cost incurred       (5,213)
Transfer to liabilities associated with HFS       (7,775,210)
Deferred financing cost amortization   83,122    508,552 
3,965,585Debt modification gain   (208,799)   (121,038)
Debt extinguishment loss   38,219    6,201,589 
Foreign currency translation effect   (3,729,098)   3,965,584 
Ending balance  $275,878,479   $227,671,760 

 

Financial Debt Covenants – The loans described above are subject to certain affirmative covenants, including, among others, (i) reporting of financial information; and (ii) maintenance of corporate existence, the security interest in the properties subject to the loan and appropriate insurance for such properties; and (iii) maintenance of certain financial ratios. In addition, the loans are subject to certain negative covenants that restrict Latam Logistic Properties ability to, among other matters, incurs in additional indebtedness under or create additional liens on the properties subject to the loans, change its corporate structure, make certain restricted payments, enter into certain transactions with affiliates, amend certain material contracts.

 

The loans contain, among others, the following events of default: (i) non-payment; (ii) false representations; (iii) failure to comply with covenants; (iv) inability to generally pay debts as they become due; (v) any bankruptcy or insolvency event; (vi) disposition of the subject properties; or (vii) change of control of the subject properties.

As of June 30, 2024 and December 31, 2023, the Company was compliant with, or otherwise had waivers for all debt covenants with its lenders.

 

The Company received waivers for the requirement to comply with Bancolombia financial covenants on June 26, 2024. The Bancolombia waiver was effective through the testing period of June 30, 2024 and December 31, 2024, and ratio compliance testing will next be applicable for this loan in June 2025. The outstanding Bancolombia loan balance as of June 30, 2024 was $38.0 million, with $1.6 million classified within current liabilities on the condensed consolidated interim statement of financial position. The Company was in compliance with all the other debt covenants as of June 30, 2024 and December 31, 2023.

 

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12. EQUITY

 

As described in Note 3, on March 27, 2024, the Company consummated the Business Combination. As a result of the Business Combination, LPA issued 31,709,747 Ordinary Shares with a par value of $0.0001 per share. The same number of shares are outstanding as of June 30, 2024. The Company is authorized to issue 450,000,000 Ordinary Shares and 50,000,000 Preference Shares, each with a par value of $0.0001. The specific designations, voting rights, and other preferences of these shares can be established as needed by the Company’s board. There were no Preference Shares issued during the periods presented.

 

Retained earnings consist of legal reserves and accumulated earnings. According to the legislation in effect in several countries in which the Company operates, the Company’s subsidiaries must appropriate a portion of each year’s net earnings to their respective legal reserve. The legal reserve amount varies by jurisdiction and ranges from 5% to 10% of the net earnings generated by operating entities, up to a cap of 10% to 50% of that entity’s capital stock.

 

13. EARNINGS (LOSS) PER SHARE

 

The Company determines basic earnings (loss) per share by dividing the profit (loss) for the period attributable to ordinary equity holders of the Company by the weighted average number of shares of ordinary shares outstanding during the period. The Company computes diluted earnings (loss) per share by dividing the profit (loss) for the period attributable to ordinary equity holders of the Company by the weighted average number of ordinary shares outstanding combined with plus the incremental weighted average number of ordinary shares outstanding that would be issued on conversion or settlement of all outstanding potentially dilutive instruments. There were 416,500 RSUs excluded from the diluted weighted average number of ordinary shares calculation for the six months ended June 30, 2024 as their inclusion would be antidilutive. There were no potentially dilutive instruments for the three and six months ended June 30, 2023, respectively.

 

The calculated basic and diluted earnings (loss) per share for the three and six months ended June 30, 2024 and 2023, were as follows:

 

   Three months ended June 30,   Six months ended June 30, 
   2024   2023   2024   2023 
                 
Earnings (loss) per share – basic  $0.31   $(0.17)  $(1.26)  $0.09 
Earnings (loss) per share - diluted  $0.31   $(0.17)  $(1.26)  $0.09 
Net earnings (loss) attributed to owner(s) of the Company  $9,907,633   $(4,762,860)  $(38,123,976)  $2,628,360 
Weighted average number of shares – basic   31,709,747    28,600,000    30,223,220    28,600,000 
Weighted average effect of dilutive securities:                    
RSUs   153,421    -    -    - 
Weighted average number of shares – diluted   31,863,168    28,600,000    30,223,220    28,600,000 

 

As discussed in detail in Note 3, the Company’s basic and diluted earnings (loss) per share related to LLP prior to the Business Combination have been retroactively recast based on shares reflecting the exchange ratio established in the Business Combination.

 

There have been no other transactions involving ordinary shares or potential ordinary shares between the reporting date and the date of authorization of these financial statements.

 

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14. INCOME TAX

 

LPA is a foreign corporation organized in accordance with the laws of Cayman Islands and is not subject to income tax in the United States. LPA has a diversified portfolio, operating in Costa Rica, Colombia and Peru through various subsidiaries located in the local countries. The income tax rates applicable to the LPA in Costa Rica, Colombia and Peru are 30.0%, 35.0% and 29.5%, respectively.

 

The Company’s effective tax rates for the three months ended June 30, 2024 and 2023 were 4.2% and (61.2)%, respectively. The Company’s effective tax rates for the six months ended June 30, 2024 and 2023 were (12.7)% and 32.2%, respectively. The effective income tax rates for the three and six months ended June 30, 2024 and 2023 were different than the local statutory income tax rates primarily due to the change in deferred tax assets or liabilities related to fluctuations in currency translation for investment properties and debt, movement in unrecognized deferred tax assets, foreign tax rate differential, alternative minimum tax in Colombia, and current income tax on intercompany dividends.

 

15. EMPLOYEE BENEFITS

 

Employee benefits are recognized in general and administrative expense in the condensed consolidated interim statements of profit or loss and other comprehensive income (loss), and for the three and six months ended June 30, 2024 and 2023, consisted of the following:

 

  

Three months ended

June 30,

  

Six months ended

June 30,

 
   2024   2023   2024   2023 
Short-term employee benefits  $2,438,663   $688,925   $3,530,427   $1,360,248 

 

16. SHARE-BASED PAYMENTS

 

In March 2024, the Company established the Logistic Properties of the Americas 2024 Equity Incentive Plan (“2024 Plan”) for all employees of the Company whereby LPA may grant options, restricted stock, restricted stock units, stock appreciation rights and other equity-based awards to attract and maintain key company personnel including directors, officers, employees, consultants, and advisors.

 

Restricted Stock Units (“RSUs”)

 

Under the 2024 Plan, the Company granted RSUs to certain senior executives and board of directors who were previously employed by LLP and continued employment with LPA after the Business Combination, certain departing board of directors of LLP and certain newly hired senior executives and board of directors at LPA.

 

Each RSU represents the right for the employee to receive one LPA ordinary share upon vesting and settlement. No amounts are paid or payable to LLP by the recipient on the receipt of the RSUs. The RSUs carry neither rights to dividends nor voting prior to vesting or delivery of the underlying LPA ordinary shares. The Company’s board has a discretion to settle the RSUs in cash or shares but the Company has no intention of settling the RSUs in cash, and given that this is the first time the Company has granted RSUs, the Company does not have a past practice of cash settlement. The Company accounts for the RSUs as equity-settled awards.

 

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The Company granted a total of 97,500 RSUs to former LLP and current LPA board of directors that were fully vested upon grant; however, the delivery of the underlying ordinary shares will occur at a future date based solely on the passage of time. The grant date fair value of these awards accounts for the impact of the delayed delivery schedules and compensation cost for these awards recognized immediately upon grant. The Company also granted 319,000 RSUs to former LLP and current LPA senior executives. Of those RSUs, 198,000 shares shall vest in equal annual increments over a 3-year service vesting period and compensation cost is recognized using the accelerated attribution method. The remaining 121,000 RSUs shall cliff vest at the end of a three-year service vesting period, and compensation cost is recognized ratably over the vesting period.

 

RSUs are measured at grant date fair value by reference to the traded price of LPA’s ordinary shares. The Company does not expect to declare any dividends in the near future. Therefore, no expected dividends were incorporated into the measurement of the grant date fair value. The RSUs have a grant date of May 12, 2024, with a weighted average grant date fair value of $9.70 with a total grant date fair value of $1,140,218 for all RSUs. For the three and six months ended June 30, 2024, the Company recognized share-based payment expense related to the RSUs of $1,140,218 in the condensed consolidated interim statements of profit or loss and other comprehensive income (loss).

 

Details of the RSUs outstanding during the period are as follows:

 

      Number of RSUs 
        
   Non-vested at December 31, 2023    
   Granted   416,500 
(a)  Vested   (97,500)
   Forfeited    
   Non-vested at June 30, 2024   319,000 

 

  (a) Director Transaction and Retention RSUs – 97,500 RSUs granted to former LLP and current LPA board of directors were legally vested upon grant. However, the delivery of the underlying ordinary shares is subject to delayed delivery schedules, and therefore, these RSUs remain unsettled as of June 30, 2024. As the grantees do not have any shareholder rights until the ordinary shares are physically delivered, the shares shall be excluded from the basic earnings per share denominator.

 

There was no RSU activity under the 2024 Plan in prior periods and the Company did not enter into any other types of share-based payment arrangements.

 

17. RELATED PARTY TRANSACTIONS

 

Transactions between the Company and its related parties are made on terms equivalent to those that prevail in arm’s length transactions.

 

Subsidiaries

 

Transactions between the Company and its subsidiaries are eliminated upon consolidation and therefore are not disclosed. Details of the principal group companies and partnerships the Company enters into that are fully consolidated are disclosed in LLP’s most recent audited consolidated financial statements and notes.

 

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Key Management Personnel Compensation

 

The amounts disclosed in the table represent the amounts recognized in general and administrative expense on the condensed consolidated interim statements of profit or loss and other comprehensive income (loss) related to key management personnel for the three and six months ended June 30, 2024 and 2023.

 

   Three months ended June 30,   Six months ended June 30, 
   2024   2023   2024   2023 
Salaries  $391,165   $202,673   $590,486   $387,781 
Cash performance bonus   248,076    113,600    374,445    232,697 
Statutory bonus   14,829    9,736    27,921    24,771 
One-time cash bonus related to Business Combination (refer to Note 3)           226,000     
Non-executive director’s fees   176,484    41,500    229,290    41,500 
Non-cash benefits   9,723    7,480    18,207    14,861 
Share-based payment expense
(refer to Note 16)
   1,140,218        1,140,218     
Total  $1,980,495   $374,989   $2,606,567   $701,610 

 

Due from affiliates On June 25, 2015, LLP entered into a loan agreement with LLI, pursuant to which LLP issued a loan of $3,015,000 to LLI. In July 2020, the loan receivable from LLI was increased to $4,165,000 from $3,015,000 and the maturity date was extended to December 31, 2023. The loan receivable from LLI was further increased to $4,850,000 from $4,165,000 in June 2021, and then to $6,950,000 in May 2022.

 

The principal amount of $6,265,000 of this loan receivable bore an annual interest rate of 9.0% and the remaining principal amount of this loan receivable did not bear any interest. Principal and interest was due at maturity. In the event of a default, the interest rate increased to an annual rate of 20% until the amount was settled. For the three and six months ended June 30, 2024, the Company recognized interest income of $0 and $302,808 respectively, in interest income from affiliates in the condensed consolidated interim statements of profit or loss and other comprehensive income (loss). For the three and six months ended June 30, 2023, the Company recognized interest income of $158,113 and $314,488, respectively, in interest income from affiliates in the condensed consolidated interim statements of profit or loss and other comprehensive income (loss).

 

As discussed in Note 3, as of January 1, 2024, the loans to LLI were in default status due to non-payment following the maturity date of December 31, 2023. Pursuant to the Assignment Agreement, upon Closing, the loans receivables from LLI of $9,765,972 were considered settled through the foreclosure of the collateralized LLP Shares held by LLI.

 

As of June 30, 2024 and December 31, 2023, the loan receivable from affiliates balances outstanding were as follows:

 

   June 30, 2024   December 31, 2023 
         
Interest receivable:          
Latam Logistics Investments, LLC  $   $2,324,041 
Loan receivable:          
Latam Logistics Investments, LLC       7,139,123 
Total due from affiliates  $   $9,463,164 

 

Refer to detailed discussion around the impact of Business Combination on the loan receivable in Note 3.

 

Additional transactions with key management personnel – A related party entity provided $289,982 and $111,376 of management and advisory services to the Company for the three months ended June 30, 2024 and 2023, respectively, and $477,845 and $249,004 of management and advisory services to the Company for the six months ended June 30, 2024 and 2023, respectively.

 

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18. FINANCIAL RISK MANAGEMENT

 

Interest rate risk - Interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s exposure to the risk of changes in market interest rates relates primarily to its long-term debt obligations with floating interest rates. Therefore, variations in interest rates at the reporting date would affect profit or loss.

 

Liquidity Risk – Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with financial liabilities that are settled by delivering cash or another financial asset. The Company’s approach to managing liquidity is to ensure, to the extent possible, that it will have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring in unacceptable losses or risking damage to the Company’s reputation, and to maintain a balance between continuity of funding and flexibility through the use of bank deposits and loans.

 

Exposure to Liquidity Risk – The following tables detail the remaining contractual maturities of financial liabilities at the end of reporting period. The amounts are gross and undiscounted cash flows and include contractual interest payments.

 

June 30, 2024  On demand   Less than 3 months   3 to 12 months   1 to 5 years   Thereafter   Total 
                         
Accounts payable and accrued expenses  $1,224,663   $3,104,396   $6,215,568   $   $   $10,544,627 
Lease liability   68,837    84,502    255,966    1,157,129    6,567,504    8,133,938 
Income tax payable       481,972    1,278,513            1,760,485 
Retainage payable           1,558,684            1,558,684 
Security deposits   195,000    92,727    48,074    2,164,476        2,500,277 
Long and short-term debt       4,491,594    7,773,656    42,772,305    222,363,225    277,400,780 
Total  $1,488,500   $8,255,191   $17,130,461   $46,093,910   $228,930,729   $301,898,791 

 

December 31, 2023  On demand   Less than 3 months   3 to 12 months   1 to 5 years   Thereafter   Total 
                         
Accounts payable and accrued expenses  $764,016   $4,472,279   $7,891,207       $   $13,127,502 
Lease liability   8,530    33,060    238,423    1,199,059    6,703,328    8,182,400 
Income tax payable       2,024,865                2,024,865 
Retainage payable       155,207    1,582,598            1,737,805 
Security deposits       83,234    287,727    1,790,554        2,161,515 
Long and short-term debt       1,624,415    15,078,681    43,032,169    211,609,005    271,344,270 
Total  $772,546   $8,393,060   $25,078,636   $46,021,782   $218,312,333   $298,578,357 

 

Fair ValuesManagement of the Company assessed the fair value of its financial assets and liabilities and concluded that their carrying value approximates their fair value.

 

19. COMMITMENTS AND CONTINGENCIES

 

Commitments

 

As of June 30, 2024, the Company had agreed construction contracts with third parties and is consequently committed to future capital in respect to investment property under development of $3,862,785. There are no contractual commitments in respect of completed investment property.

 

Legal Proceedings

 

In the ordinary course of business, the Company may be party to legal proceedings. On September 13, 2023, the Company had become aware that a lawsuit was filed against a subsidiary of the Company by a construction company for services rendered prior to the reporting date. The Company had recorded a provision in relation to this matter prior to January 1, 2024. On February 29, 2024, the Company settled with the counterparty for a total settlement amount of $237,226.

 

On November 30, 2023, the Company became aware that a lawsuit was filed against them by a former employee of the Company who rendered services for the Company prior to the reporting date. The Company is currently vigorously defending this lawsuit and believes the claims are without merit. The Company is in the process of analyzing this matter but currently does not have a sufficient basis for concluding whether any loss is probable.

 

As of June 30, 2024, the Company is not involved in any other litigation or arbitration proceedings for which the Company believes it is not adequately insured or indemnified, or which, if determined adversely, would have a material adverse effect on the Company’s condensed consolidated interim financial statements.

 

20. SUBSEQUENT EVENTS

 

New directors

 

On July 15, 2024, LPA announced that Françoise Lavertu and Javier Marquina had been appointed as independent directors increasing the Company’s board to a total of seven members and the number of independent directors to six.

 

21. APPROVAL OF THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

 

The condensed consolidated interim financial statements were authorized for issue by the Company’s board of directors on August 14, 2024.

 

* * * * *

 

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