Logistic Properties of the Americas(LPA) - 2025 Q1 - Quarterly Report

Condensed Consolidated Interim Statements of Profit or Loss and Other Comprehensive Income (Loss) The company reported a significant turnaround from a net loss to a net profit, driven by increased revenues and reduced listing expenses, leading to improved comprehensive income Profit or Loss and Other Comprehensive Income (Loss) Summary For the three months ended March 31, 2025, Logistic Properties of the Americas reported a significant turnaround, moving from a net loss of $46.46 million in 2024 to a net profit of $1.06 million, driven by increased rental revenue and reduced listing expenses despite higher operating and administrative costs Profit or Loss and Other Comprehensive Income (Loss) Summary (USD) | Metric | 3 Months Ended March 31, 2025 | 3 Months Ended March 31, 2024 | | :----------------------------------- | :----------------------------- | :----------------------------- | | Total Revenues | $11,839,791 | $10,483,462 | | Investment Property Operating Expense | $(2,337,702) | $(1,531,794) | | General and Administrative | $(3,592,341) | $(1,694,097) | | Listing Expense | — | $(44,469,613) | | Investment Property Valuation Gain | $1,915,481 | $5,199,274 | | Profit (Loss) Before Taxes | $3,045,184 | $(43,152,428) | | Income Tax Expense | $(1,984,478) | $(3,307,358) | | Profit (Loss) for the Period | $1,060,706 | $(46,459,786) | | Total Comprehensive Income (Loss) | $6,005,295 | $(47,029,069) | | Earnings (Loss) per Share (Basic & Diluted) | $(0.02) | $(1.67) | - Total revenues increased by 12.9% year-over-year, from $10.48 million in Q1 2024 to $11.84 million in Q1 2025, primarily due to higher rental revenue[4] - The company reported a significant reduction in listing expense from $44.47 million in Q1 2024 to zero in Q1 2025, contributing substantially to the improved profit[4] Condensed Consolidated Interim Statements of Financial Position The company's financial position strengthened with an increase in total assets, primarily investment properties, and a corresponding growth in total equity, reflecting improved financial health Financial Position Summary As of March 31, 2025, the Company's total assets increased to $616.05 million from $607.02 million at December 31, 2024, primarily driven by an increase in investment properties, with total liabilities also seeing a slight increase while total equity grew, reflecting improved financial health Financial Position Summary (USD) | Metric | As of March 31, 2025 | As of December 31, 2024 | | :----------------------------------- | :-------------------- | :----------------------- | | Assets: | | | | Total Current Assets | $36,828,379 | $40,001,754 | | Total Non-Current Assets | $579,218,931 | $567,017,824 | | TOTAL ASSETS | $616,047,310 | $607,019,578 | | Liabilities: | | | | Total Current Liabilities | $24,844,907 | $26,524,836 | | Total Non-Current Liabilities | $313,432,603 | $309,693,324 | | TOTAL LIABILITIES | $338,277,510 | $336,218,160 | | Equity: | | | | Equity Attributable to Owners of the Company | $232,700,105 | $228,964,876 | | Non-Controlling Interests | $45,069,695 | $41,836,542 | | TOTAL EQUITY | $277,769,800 | $270,801,418 | - Investment properties, a key non-current asset, increased from $554.52 million to $567.01 million, reflecting ongoing development and valuation gains[5] - Cash and cash equivalents decreased from $28.83 million to $26.96 million[5] Condensed Consolidated Interim Statements of Changes in Equity Total equity increased due to comprehensive income, share-based payments, and non-controlling interest contributions, partially offset by treasury share repurchases Changes in Equity Summary Total equity increased from $270.80 million at December 31, 2024, to $277.77 million at March 31, 2025, primarily driven by total comprehensive income for the period, share-based payments, and capital contributions from non-controlling interests, partially offset by the repurchase of treasury shares Changes in Equity Summary (USD) | Equity Component | As of Dec 31, 2024 | Profit (Loss) for Period | Other Comprehensive Income | Share-based Payments | Issuance of Shares | Repurchase of Treasury Shares | Capital Contributions from NCI | As of Mar 31, 2025 | | :----------------------------------- | :----------------- | :----------------------- | :------------------------- | :------------------- | :----------------- | :---------------------------- | :----------------------------- | :----------------- | | Ordinary Share Capital | $3,180 | — | — | — | $6 | — | — | $3,186 | | Treasury Shares | $(1,242,773) | — | — | — | — | $(834,099) | — | $(2,076,872) | | Additional Paid-in Capital | $218,291,347 | — | — | $357,186 | $(6) | — | — | $218,648,527 | | Retained Earnings | $38,593,217 | $(732,447) | — | — | — | — | — | $37,860,770 | | Foreign Currency Translation Reserve | $(26,680,095) | — | $4,944,589 | — | — | — | — | $(21,735,506) | | Equity Attributable to Owners | $228,964,876 | $(732,447) | $4,944,589 | $357,186 | — | $(834,099) | — | $232,700,105 | | Non-controlling Interests | $41,836,542 | $1,793,153 | — | — | — | — | $1,440,000 | $45,069,695 | | Total Equity | $270,801,418 | $1,060,706 | $4,944,589 | $357,186 | $0 | $(834,099) | $1,440,000 | $277,769,800 | - The company repurchased $834,099 worth of treasury shares during the period[8] - Non-controlling interests increased by $3.23 million, including $1.44 million from capital contributions[8] Condensed Consolidated Interim Statements of Cash Flows Operating cash flow increased, investing activities shifted to a net inflow, while financing activities resulted in a net outflow due to debt repayments and share repurchases Cash Flows Summary For the three months ended March 31, 2025, net cash generated by operating activities increased to $4.84 million from $4.37 million in the prior year, investing activities shifted from a net outflow to a net inflow, while financing activities resulted in a significant net cash outflow, primarily due to debt repayments and treasury share repurchases Cash Flow Activity (USD) | Cash Flow Activity | 3 Months Ended March 31, 2025 | 3 Months Ended March 31, 2024 | | :----------------------------------- | :----------------------------- | :----------------------------- | | Net Cash Generated by Operating Activities | $4,837,250 | $4,373,158 | | Net Cash Provided by (Used in) Investing Activities | $508,760 | $(5,016,470) | | Net Cash (Used in) Provided by Financing Activities | $(7,371,786) | $6,094,935 | | Effects of Exchange Rate Fluctuations | $154,907 | $(11,368) | | Net (Decrease) Increase in Cash and Cash Equivalents | $(1,870,869) | $5,440,255 | | Cash and Cash Equivalents at Beginning of Period | $28,827,347 | $35,242,363 | | Cash and Cash Equivalents at End of Period | $26,956,478 | $40,682,618 | - Investing activities saw a positive shift, with proceeds from the sale of investment properties totaling $3.90 million in Q1 2025, compared to $1.17 million in Q1 2024[13] - Financing activities included $4.00 million in long-term debt borrowing and $5.93 million in long-term debt repayment in Q1 2025, alongside $834,099 for treasury share repurchases[13] Notes to the Unaudited Condensed Consolidated Interim Financial Statements These notes provide detailed information on the company's business, accounting policies, significant transactions, and financial performance across various segments and accounts 1. Nature of Business Logistic Properties of the Americas (LPA) is a real estate company that develops, owns, and manages warehouse logistics assets in Central and South America, having completed a business combination on March 27, 2024, accounted for as a reverse capitalization under IFRS with LLP as the accounting acquirer - LPA is a fully integrated, internally managed real estate company focused on warehouse logistics assets in Central and South America[15] - The Business Combination with TWOA and LLP was consummated on March 27, 2024, resulting in LPA ordinary shares being listed on the NYSE under the symbol "LPA"[16][17] - The Business Combination was accounted for as a reverse capitalization in accordance with IFRS, with LLP treated as the accounting acquirer and TWOA as the acquired company[18] 2. Material Accounting Policy Information The condensed consolidated interim financial statements are prepared in accordance with IAS 34 and IFRS, primarily on a historical cost basis with certain investment properties measured at fair value, with USD as the functional currency for most entities, and the company has adopted recent amendments to IAS 21 while evaluating upcoming IFRS standards - Financial statements are prepared in accordance with IAS 34 - Interim Financial Reporting and follow significant accounting policies from LPA's most recent audited consolidated financial statements[22][24] - The functional currency is U.S. dollars (USD) for most entities, except for Colombian subsidiaries (Latam Logistic COL OpCo, S.A. and Latam Logistic COL PropCo Cota I, S.A.S) where it is the Colombian Peso (COP)[25] Exchange Rates (USD 1.00) | Currency | As of March 31, 2025 | As of December 31, 2024 | Average for 3 Months Ended March 31, 2025 | Average for 3 Months Ended March 31, 2024 | | :------- | :------------------- | :---------------------- | :---------------------------------------- | :---------------------------------------- | | CRC | CRC 504 | CRC 513 | CRC 508 | CRC 517 | | COP | COP 4,193 | COP 4,409 | COP 4,192 | COP 3,915 | | PEN | PEN 3.654 | PEN 3.770 | PEN 3.706 | PEN 3.762 | - The Company adopted amendments to IAS 21 (Effects of Changes in Foreign Exchange Rates) as of January 1, 2025[38] - The Company is currently evaluating the impact of IFRS 18 (Presentation and Disclosure in Financial Statements) and amendments to IFRS 9 and IFRS 7, which are effective for annual reporting periods beginning on or after January 1, 2027, and January 1, 2026, respectively[39][41] 3. Reverse Capitalization The Business Combination, consummated on March 27, 2024, involved LPA acquiring TWOA and LLP, with LPA Ordinary Shares subsequently listed on the NYSE, accounted for as a reverse capitalization treating LLP as the accounting acquirer, resulting in significant share listing expenses and the settlement of a loan receivable from LLI through foreclosure of collateralized shares - The Business Combination was consummated on March 27, 2024, with LPA Ordinary Shares commencing trading on the NYSE on March 28, 2024[46] LPA Ownership Structure Post-Business Combination | Shareholder Group | 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 % | - A share listing expense of $44,469,613 was recognized in Q1 2024 due to the excess fair value of equity interests issued to TWOA over its identifiable net assets[51][52] - Transaction-related costs of $6,172,375 were incurred in Q1 2024, primarily for professional services[53] - A loan receivable from Latam Logistics Investments, LLC (LLI) of $9,765,972 was settled upon closing of the Business Combination through foreclosure of collateralized LLP Shares[58] 4. Revenue The Company's total revenues increased to $11.84 million for the three months ended March 31, 2025, up from $10.48 million in the prior year, primarily driven by rental income from operating lease agreements for investment properties, with a weighted average lease term remaining of 5.0 years Revenue Breakdown (USD) | Revenue Component | 3 Months Ended March 31, 2025 | 3 Months Ended March 31, 2024 | | :----------------------------------- | :----------------------------- | :----------------------------- | | Rental income (IFRS 16) | $10,379,044 | $9,312,895 | | Non-lease components of rental arrangements | $1,385,731 | $1,113,354 | | Other | $75,016 | $57,213 | | Total Revenues | $11,839,791 | $10,483,462 | - The weighted average lease term remaining on current leases was 5.0 years as of March 31, 2025, slightly down from 5.1 years as of March 31, 2024[60] 5. Investment Property Operating Expenses Investment property operating expenses increased to $2.34 million for the three months ended March 31, 2025, from $1.53 million in the prior year, primarily due to higher repair and maintenance costs and real estate taxes Investment Property Operating Expenses (USD) | Expense Category | 3 Months Ended March 31, 2025 | 3 Months Ended March 31, 2024 | | :----------------------------------- | :----------------------------- | :----------------------------- | | Repair and maintenance | $924,906 | $686,908 | | Utilities | $177,455 | $182,853 | | Insurance | $120,956 | $104,210 | | Property management | $122,028 | $62,186 | | Real estate taxes | $466,268 | $153,334 | | Expected credit loss adjustments | $61,594 | $10,969 | | Tenant-billable operating expenses | $301,423 | $252,090 | | Interest expenses on property related lease liabilities | $70,973 | $61,696 | | Other property related expenses | $92,099 | $17,548 | | Total | $2,337,702 | $1,531,794 | 6. Other Income and Other Expenses Other income decreased slightly to $271,802 in Q1 2025, while other expenses significantly decreased to $2,749 from $6.17 million in Q1 2024, primarily due to the absence of transaction-related costs from the Business Combination Other Income and Expenses (USD) | Category | 3 Months Ended March 31, 2025 | 3 Months Ended March 31, 2024 | | :----------------------------------- | :----------------------------- | :----------------------------- | | Other Income: | | | | Interest income | $271,802 | $310,490 | | Other | — | $40 | | Total Other Income | $271,802 | $310,530 | | Other Expenses: | | | | Transaction-related costs (Business Combination) | — | $6,172,375 | | Other | $2,749 | — | | Total Other Expenses | $2,749 | $6,172,375 | 7. Segment Reporting The Company operates in three geographic segments: Costa Rica, Colombia, and Peru, deriving revenue primarily from warehouse rentals, with Costa Rica generating the highest revenue and net operating income in Q1 2025, while Peru showed significant growth in both, and segment assets and liabilities are monitored by the CODM - The Company has three reportable operating segments based on geography: Costa Rica, Colombia, and Peru, with performance evaluated based on net operating income[64][67] Segment Revenue and Net Operating Income (USD) | Segment | Revenue (Q1 2025) | Revenue (Q1 2024) | Net Operating Income (Q1 2025) | Net Operating Income (Q1 2024) | | :-------- | :---------------- | :---------------- | :----------------------------- | :----------------------------- | | Costa Rica | $6,000,839 | $5,655,817 | $5,152,052 | $4,819,704 | | Colombia | $2,400,284 | $2,339,372 | $1,941,758 | $2,096,847 | | Peru | $3,363,652 | $2,431,060 | $2,333,263 | $1,977,904 | | Unallocated | $75,016 | $57,213 | — | — | | Total | $11,839,791 | $10,483,462 | $9,427,073 | $8,894,455 | Segment Investment Properties and Debt (USD) | Segment | Investment Properties (Mar 31, 2025) | Investment Properties (Dec 31, 2024) | Segment Debt (Mar 31, 2025) | Segment Debt (Dec 31, 2024) | | :-------- | :----------------------------------- | :----------------------------------- | :-------------------------- | :-------------------------- | | Costa Rica | $260,739,865 | $260,094,960 | $169,948,497 | $171,041,464 | | Colombia | $141,144,601 | $132,917,203 | $36,540,529 | $38,430,114 | | Peru | $165,129,587 | $161,506,701 | $59,238,130 | $56,414,221 | | Total | $567,014,053 | $554,518,864 | $265,727,156 | $265,885,799 | 8. Lease and Other Receivables, Net Total lease and other receivables, net, increased to $4.66 million as of March 31, 2025, from $4.39 million at December 31, 2024, primarily driven by higher lease receivables and other receivables, while tenant notes receivable saw a slight decrease Lease and Other Receivables, Net (USD) | Receivable Type | March 31, 2025 | December 31, 2024 | | :----------------------------------- | :------------- | :---------------- | | Lease receivables, net | $2,224,737 | $1,990,246 | | Tenant notes receivable - short term, net | $467,676 | $509,543 | | Others | $310,324 | $141,983 | | Sub-total (Current) | $3,002,737 | $2,641,772 | | Tenant notes receivable - long term, net | $1,653,447 | $1,748,616 | | Total Lease and Other Receivables, Net | $4,656,184 | $4,390,388 | Expected Credit Loss Allowance (USD) | Category | Beginning Balance (Dec 31, 2024) | Adjustments in ECL Allowance (Q1 2025) | Ending Balance (Mar 31, 2025) | | :----------------------------------- | :------------------------------- | :------------------------------------- | :---------------------------- | | Lease Receivables | $833,430 | $63,892 | $897,322 | | Tenant Notes Receivable | $37,884 | $(2,298) | $35,586 | | Total | $871,314 | $61,594 | $932,908 | 9. Other Current Assets and Liabilities Other current assets increased to $4.36 million as of March 31, 2025, from $2.77 million at December 31, 2024, mainly due to higher value-added tax receivable and prepaid insurance, while other current liabilities decreased to $189,261 from $640,933, primarily due to the payment of distributions payable to non-controlling interests Other Current Assets (USD) | Asset Type | March 31, 2025 | December 31, 2024 | | :----------------------------------- | :------------- | :---------------- | | Value added tax receivable | $2,418,457 | $1,722,404 | | Prepaid insurance | $935,296 | $533,915 | | Other | $1,009,579 | $512,790 | | Total | $4,363,332 | $2,769,109 | Other Current Liabilities (USD) | Liability Type | March 31, 2025 | December 31, 2024 | | :----------------------------------- | :------------- | :---------------- | | Distributions payable to non-controlling interests | — | $380,950 | | Deferred revenue | $189,261 | $259,983 | | Total | $189,261 | $640,933 | 10. Investment Properties The fair value of investment properties increased to $567.01 million as of March 31, 2025, from $554.52 million at December 31, 2024, driven by additions and valuation gains, with the Company using Level 3 fair value measurements and a significant disposition occurring in February 2025 Investment Properties Fair Market Value (FMV) (USD) | Category | FMV as of March 31, 2025 | FMV as of December 31, 2024 | | :----------------------------------- | :----------------------- | :-------------------------- | | Land bank | $37,033,229 | $40,542,349 | | Properties under development | $17,715,505 | $21,798,170 | | Operating Properties | $512,265,319 | $492,178,345 | | Total Investment Properties | $567,014,053 | $554,518,864 | - Investment properties are valued using Level 3 fair value hierarchy, employing discounted cash flows, direct capitalization, and cost approaches, with key unobservable inputs including risk-adjusted discount rates, capitalization rates, and occupancy rates[85][86][87] Reconciliation of Investment Properties (USD) | Item | 3 Months Ended March 31, 2025 | 3 Months Ended March 31, 2024 | | :----------------------------------- | :----------------------------- | :----------------------------- | | Beginning balance | $554,518,864 | $514,172,281 | | Additions | $3,735,609 | $9,880,885 | | Gain on valuation of investment properties | $1,915,481 | $5,199,274 | | Foreign currency translation effect | $6,844,099 | $(675,115) | | Ending balance | $567,014,053 | $528,577,325 | - The final installment payment of $3,901,985 for the sale of Latam Parque Logistico Calle 80 Building 500A was received in February 2025, settling all receivables from this sale[91][92] 11. Leases The Company acts as both a lessor, generating rental income from operating properties, and a lessee, holding investment property Right-of-Use (ROU) assets and office ROU assets, with investment property ROU assets measured at fair value and office ROU assets amortized, resulting in a total lease liability of $13.62 million and future undiscounted rental payments of $36.75 million as of March 31, 2025 - The Company generates rental income as a lessor of operating properties[93] - As a lessee, the Company holds Investment Property Right-of-Use (ROU) assets, which are recognized as part of investment properties and measured at fair value under IAS 40[96][97] - Office ROU assets are amortized using the straight-line method over the lease term, with a net book value of $88,850 as of March 31, 2025[102][103] Lease Liabilities and Future Rental Payments (USD) | Item | As of March 31, 2025 | | :----------------------------------- | :------------------- | | Total Lease Liability | $13,617,612 | | Total Undiscounted Rental Payments | $36,749,125 | | Weighted Average Discount Rate (Land Lease) | 8.6% | | Weighted Average Discount Rate (Office Lease) | 7.1% | 12. Debt The Company's total debt remained stable at $265.73 million as of March 31, 2025, with a mix of mortgage loans and a secured bridge loan across Costa Rica, Peru, and Colombia, including a new $25 million mortgage loan with BBVA Peru and restructured BTG loans, and the Company was compliant with all debt covenants as of March 31, 2025 Debt Outstanding by Region (USD) | Region | Amount Outstanding at March 31, 2025 | Amount Outstanding at December 31, 2024 | | :----------------------------------- | :----------------------------------- | :----------------------------------- | | Costa Rica Loans | $169,948,494 | $171,041,461 | | Peru Loans | $60,250,861 | $57,047,644 | | Colombia Loans | $37,166,167 | $39,127,587 | | Accrued financing costs and debt issuance costs, net | $(1,638,366) | $(1,330,893) | | Total Debt | $265,727,156 | $265,885,799 | | Less: Current portion of long-term debt | $(9,557,758) | $(12,636,821) | | Total Long-term debt | $256,169,398 | $253,248,978 | - On March 6, 2025, the Company entered into a new $25 million mortgage loan with BBVA Peru for construction, with $4 million outstanding as of March 31, 2025[109] - The Company restructured two loans with BTG into a single loan of COP 25,000,000,000 (approximately $6.45 million) in May 2024, maturing in November 2025[118] Financing Costs (USD) | Component | 3 Months Ended March 31, 2025 | 3 Months Ended March 31, 2024 | | :----------------------------------- | :----------------------------- | :----------------------------- | | Gross interest expense | $5,143,442 | $5,843,082 | | Amortization of debt issuance cost | $131,976 | $33,542 | | Other financing cost | — | $15,878 | | Total financing cost before capitalization | $5,275,418 | $5,892,502 | | Capitalized amounts into investment properties | $(26,333) | $(330,123) | | Net financing cost | $5,249,085 | $5,562,379 | - As of March 31, 2025, the Company was compliant with, or had waivers for, all debt covenants with its lenders, including a waiver for Bancolombia through December 31, 2024[123][124] 13. Equity As of March 31, 2025, the Company had 31,859,747 Ordinary Shares issued following the Business Combination, with the board approving a share repurchase program in November 2024, under which 85,378 shares were repurchased for $834,099 during Q1 2025, and retained earnings include legal reserves mandated by local legislation - As of March 31, 2025, 31,859,747 Ordinary Shares were issued, with a par value of $0.0001 per share[125] - The Company's board approved a share repurchase program in November 2024, authorizing up to $10.0 million in Ordinary Share repurchases over 12 months[126] Share Repurchase Activities (Q1 2025) | Metric | Value | | :----------------------------------- | :---- | | Shares repurchased | 85,378 | | Average purchase price per share | $9.77 | | Aggregate purchase price | $834,099 | - Retained earnings include legal reserves, which are a portion of net earnings appropriated according to local legislation in the countries of operation[128] 14. Earnings Per Share Basic and diluted earnings per share for the three months ended March 31, 2025, was $(0.02), a significant improvement from $(1.67) in the prior year, with the calculation reflecting the impact of the Business Combination and the exclusion of antidilutive Restricted Stock Units (RSUs) Earnings (Loss) Per Share (USD) | Metric | 3 Months Ended March 31, 2025 | 3 Months Ended March 31, 2024 | | :----------------------------------- | :----------------------------- | :----------------------------- | | Earnings (loss) per share – basic and diluted | $(0.02) | $(1.67) | | Earnings (loss) attributed to owner(s) of the Company | $(732,447) | $(48,031,609) | | Weighted average number of Ordinary Shares – basic and diluted | 31,627,722 | 28,736,692 | - 371,500 RSUs were excluded from the diluted EPS calculation for Q1 2025 as their inclusion would be antidilutive[129] - The weighted average number of Ordinary Shares for Q1 2025 was adjusted to exclude treasury shares[131] 15. Income Tax LPA is a Cayman Islands exempted company not subject to U.S. income tax, operating through local entities in Costa Rica (30.0%), Colombia (35.0%), and Peru (29.5%), with an effective tax rate for Q1 2025 of 65.2%, significantly higher than (7.7)% in Q1 2024, primarily due to deferred tax assets/liabilities related to currency translation, unrecognized deferred tax assets, and foreign tax rate differentials - LPA is a Cayman Islands exempted company and is not subject to income tax in the United States[132] - Applicable income tax rates in its operating countries are Costa Rica (30.0%), Colombia (35.0%), and Peru (29.5%)[132] Effective Tax Rates (%) | Period | Effective Tax Rate | | :----------------------------------- | :----------------- | | 3 Months Ended March 31, 2025 | 65.2% | | 3 Months Ended March 31, 2024 | (7.7)% | - The difference in effective tax rates is primarily due to changes in deferred tax assets/liabilities from currency translation, movement in unrecognized deferred tax assets, foreign tax rate differentials, and current income tax on intercompany dividends[133] 16. Employee Benefits Total employee benefits recognized as general and administrative expense increased to $1.59 million for the three months ended March 31, 2025, from $1.09 million in the prior year, primarily due to the inclusion of share-based payment expense Employee Benefits Expense (USD) | Benefit Type | 3 Months Ended March 31, 2025 | 3 Months Ended March 31, 2024 | | :----------------------------------- | :----------------------------- | :----------------------------- | | Short-term employee benefits | $1,229,077 | $1,091,764 | | Share-based payment expense | $357,186 | — | | Total | $1,586,263 | $1,091,764 | 17. Share-Based Payments The Company established the 2024 Equity Incentive Plan to grant various equity-based awards, issuing 90,000 ordinary shares to a non-employee service provider in August 2024 to settle a liability, and granting Restricted Stock Units (RSUs) to senior executives and board directors in May and August 2024, resulting in a share-based payment expense of $357,186 for Q1 2025 - The Logistic Properties of the Americas 2024 Equity Incentive Plan was established in March 2024 to grant equity-based awards to key personnel[136] - On August 14, 2024, 90,000 ordinary shares with a fair value of $1,141,200 were issued to a non-employee service provider to settle an accrued liability[137] - RSUs were granted to senior executives and board directors in May and August 2024, with varying vesting schedules (equal annual increments over three years or cliff vesting after three years)[140] - Share-based payment expense related to RSUs was $357,186 for the three months ended March 31, 2025[141] RSUs Outstanding | Item | Number of RSUs | Weighted Average Grant Date Fair Value per RSU ($) | | :----------------------------------- | :------------- | :--------------------------------------------- | | Non-vested at December 31, 2024 | 319,000 | $9.70 | | Non-vested at March 31, 2025 | 319,000 | $9.70 | 18. Related Party Transactions Related party transactions include compensation for key management personnel, which increased to $1.14 million in Q1 2025 largely due to share-based payment expense, and a loan receivable from Latam Logistics Investments, LLC (LLI) of $9.77 million was settled in Q1 2024 through the foreclosure of collateralized shares Key Management Personnel Compensation (USD) | Compensation Type | 3 Months Ended March 31, 2025 | 3 Months Ended March 31, 2024 | | :----------------------------------- | :----------------------------- | :----------------------------- | | Salaries | $393,156 | $199,321 | | Cash performance bonus | $227,746 | $126,369 | | Statutory bonus | $14,491 | $13,092 | | One-time cash bonus (Business Combination) | — | $226,000 | | Non-executive directors' fees | $146,250 | $52,806 | | Non-cash benefits | $4,288 | $8,484 | | Share-based payment expense | $357,186 | — | | Total | $1,143,117 | $626,072 | - A loan receivable from LLI of $9,765,972 was settled as of January 1, 2024, through the foreclosure of collateralized LLP Shares held by LLI, following LLI's default[148] - The majority shareholder provided management and advisory services amounting to $68,000 in Q1 2025, down from $187,863 in Q1 2024[149] 19. Financial Risk Management The Company is exposed to interest rate risk from its floating-rate long-term debt and manages liquidity risk by ensuring sufficient cash to meet financial liabilities, with total undiscounted contractual maturities of financial liabilities at $321.26 million and the fair value of debt estimated at $250.04 million as of March 31, 2025 - The Company's exposure to interest rate risk primarily relates to its long-term debt obligations with floating interest rates[150] - Liquidity risk is managed by maintaining sufficient liquidity to meet obligations without incurring unacceptable losses[151] Contractual Maturities of Financial Liabilities (Undiscounted Cash Flows, USD) | Maturity Period | March 31, 2025 (Total) | December 31, 2024 (Total) | | :----------------------------------- | :--------------------- | :------------------------ | | Less than 3 months | $3,896,893 | $3,112,518 | | 3 to 12 months | $18,226,074 | $22,390,580 | | 1 to 5 years | $65,486,374 | $49,187,762 | | Thereafter | $231,072,710 | $244,150,610 | | Total | $321,261,255 | $319,635,085 | - The fair value of the Company's debt was estimated to be $250,036,204 as of March 31, 2025, and $255,591,886 as of December 31, 2024, using Level 2 fair value hierarchy inputs[154] 20. Commitments and Contingencies As of March 31, 2025, the Company had future capital expenditure commitments of $13.65 million related to construction contracts, settled a lawsuit for $237,226 in February 2024, and is vigorously defending another lawsuit filed in November 2023, believing the claims are without merit - The Company had agreed upon construction contracts with third parties, committing to future capital expenditures of $13,649,309 as of March 31, 2025[156] - A lawsuit filed against a subsidiary was settled for $237,226 on February 29, 2024[157] - The Company is defending a lawsuit filed by a former employee in November 2023, believing the claims are without merit and currently unable to conclude on the probability of loss[158] 21. Subsequent Events No subsequent events requiring disclosure or recognition occurred between the reporting date and May 14, 2025, the date the condensed consolidated interim financial statements were issued - No subsequent events requiring disclosure or recognition occurred through May 14, 2025[160] 22. 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 May 14, 2025 - The condensed consolidated interim financial statements were authorized for issue by the Company's board of directors on May 14, 2025[161]