Logistic Properties of the Americas(LPA) - 2025 Q2 - Quarterly Report

Condensed Consolidated Interim Statements of Profit or Loss and Other Comprehensive Income (Loss) The company reported a net loss for the three months ended June 30, 2025, but a substantial improvement in net loss for the six-month period, primarily due to positive foreign currency translation gains Profit or Loss and Other Comprehensive Income (Loss) Summary For the three months ended June 30, 2025, the Company reported a net loss of $1.11 million, a significant decline from a profit of $12.43 million in the prior year period. For the six months ended June 30, 2025, the Company also reported a net loss of $0.05 million, a substantial improvement from a loss of $34.03 million in the same period of 2024. Total comprehensive income for the six months ended June 30, 2025, was $7.98 million, compared to a loss of $41.72 million in 2024, primarily driven by a positive foreign currency translation gain Key Profit or Loss and Comprehensive Income Data | Metric | 3 Months Ended Jun 30, 2025 ($) | 3 Months Ended Jun 30, 2024 ($) | 6 Months Ended Jun 30, 2025 ($) | 6 Months Ended Jun 30, 2024 ($) | | :---------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Total revenues | $11,692,692 | $10,986,936 | $23,532,483 | $21,470,398 | | Investment property operating expense | $(2,007,135) | $(1,708,096) | $(4,344,837) | $(3,239,890) | | General and administrative | $(4,579,830) | $(4,556,683) | $(8,172,171) | $(6,250,780) | | Investment property valuation (loss) gain | $(257,400) | $4,550,714 | $1,658,081 | $9,749,988 | | Financing costs | $(4,933,560) | $(5,808,977) | $(10,182,645) | $(11,371,356) | | Profit (loss) before taxes | $191,864 | $12,970,820 | $3,237,048 | $(30,181,608) | | INCOME TAX EXPENSE | $(1,306,837) | $(539,160) | $(3,291,315) | $(3,846,518) | | PROFIT (LOSS) FOR THE PERIOD | $(1,114,973) | $12,431,660 | $(54,267) | $(34,028,126) | | Translation gain (loss) from functional currency to reporting currency | $3,089,457 | $(7,125,921) | $8,034,046 | $(7,695,204) | | TOTAL COMPREHENSIVE INCOME (LOSS) FOR THE PERIOD | $1,974,484 | $5,305,739 | $7,979,779 | $(41,723,330) | | Earnings (loss) per share attributable to owners of the Company - basic ($) | $(0.04) | $0.31 | $(0.06) | $(1.26) | Condensed Consolidated Interim Statements of Financial Position Total assets increased to $628.61 million, primarily due to investment properties, with corresponding increases in total liabilities and equity Financial Position Summary As of June 30, 2025, Logistic Properties of the Americas reported total assets of $628.61 million, an increase from $607.02 million at December 31, 2024. This growth was primarily driven by an increase in investment properties. Total liabilities also increased to $350.55 million from $336.22 million, while total equity grew to $278.06 million from $270.80 million over the same period Key Financial Position Data | Metric | As of June 30, 2025 ($) | As of December 31, 2024 ($) | | :---------------------------------- | :-------------------- | :----------------------- | | Cash and cash equivalents | $25,572,768 | $28,827,347 | | Total current assets | $38,004,891 | $40,001,754 | | Investment properties | $579,044,985 | $554,518,864 | | Total non-current assets | $590,606,438 | $567,017,824 | | TOTAL ASSETS | $628,611,329 | $607,019,578 | | Total current liabilities | $26,131,939 | $26,524,836 | | Long term debt | $266,650,524 | $253,248,978 | | Total non-current liabilities | $324,419,443 | $309,693,324 | | TOTAL LIABILITIES | $350,551,382 | $336,218,160 | | Equity attributable to owners of the Company | $234,130,877 | $228,964,876 | | Non-controlling interests | $43,929,070 | $41,836,542 | | Total equity | $278,059,947 | $270,801,418 | | TOTAL LIABILITIES AND EQUITY | $628,611,329 | $607,019,578 | Condensed Consolidated Interim Statements of Changes in Equity Total equity increased by $7.26 million, primarily from comprehensive income and share-based payments, partially offset by treasury share repurchases Changes in Equity Summary For the six months ended June 30, 2025, total equity increased by $7.26 million to $278.06 million, primarily driven by total comprehensive income of $7.98 million and share-based payments of $1.10 million, partially offset by treasury share repurchases of $2.03 million. In the prior year period (six months ended June 30, 2024), total equity saw a slight increase despite a significant total comprehensive loss, due to substantial capital contributions from the Business Combination and PIPE Investor, and listing expense recognition Key Changes in Equity Data | Metric | 6 Months Ended Jun 30, 2025 ($) | 6 Months Ended Jun 30, 2024 ($) | | :---------------------------------- | :--------------------------- | :--------------------------- | | Balance as of December 31 | $270,801,418 | $260,942,917 | | Profit (loss) for the period | $(54,267) | $(34,028,126) | | Other comprehensive income (loss) | $8,034,046 | $(7,695,204) | | Total comprehensive income (loss) for the period | $7,979,779 | $(41,723,330) | | Share-based payments (net of tax) | $1,103,170 | $1,140,218 | | Repurchase of Treasury shares | $(2,030,381) | — | | Capital contributions from non-controlling interests | $1,462,334 | $2,403,450 | | Distributions to non-controlling interests | $(1,256,373) | $(500,000) | | Issuance of shares to PIPE Investor (2024 only) | — | $15,000,000 | | Listing expense (2024 only) | — | $44,469,613 | | Balance as of June 30 | $278,059,947 | $269,213,176 | Condensed Consolidated Interim Statements of Cash Flows Operating cash flow increased, investing activities used less cash, and financing activities shifted to a net outflow, leading to an overall decrease in cash and cash equivalents Cash Flows Summary For the six months ended June 30, 2025, the Company generated $8.91 million in net cash from operating activities, an increase from $7.21 million in the prior year. Investing activities used $6.72 million, a significant reduction from $11.00 million used in 2024, primarily due to lower capital expenditures and higher proceeds from investment property sales. Financing activities resulted in a net cash outflow of $5.70 million, a reversal from a $16.84 million inflow in 2024, mainly due to treasury share repurchases and lower net debt borrowings. Overall, cash and cash equivalents decreased by $3.25 million, ending the period at $25.57 million Key Cash Flow Data | Metric | 6 Months Ended Jun 30, 2025 ($) | 6 Months Ended Jun 30, 2024 ($) | | :---------------------------------- | :--------------------------- | :--------------------------- | | Net cash provided by operating activities | $8,908,665 | $7,208,539 | | Net cash used in investing activities | $(6,723,993) | $(11,001,373) | | Net cash (used in) provided by financing activities | $(5,699,847) | $16,837,790 | | Effects of exchange rate fluctuations on cash held | $260,596 | $(113,577) | | Net (decrease) increase in cash and cash equivalents | $(3,254,579) | $12,931,379 | | Cash and cash equivalents at the beginning of period | $28,827,347 | $35,242,363 | | Cash and cash equivalents at the end of period | $25,572,768 | $48,173,742 | | Supplemental disclosure: Increase in accrued payables for investment properties | $2,368,306 | — | | Supplemental disclosure: Forgiveness of loan receivable from LLI | — | $(9,765,972) | | Supplemental disclosure: Assumption of net liabilities from TWOA | — | $3,874,870 | Notes to the Unaudited Condensed Consolidated Interim Financial Statements This section provides detailed information on the company's business, accounting policies, reverse capitalization, revenue, expenses, segment performance, and financial risk management 1. Nature of Business Logistic Properties of the Americas (LPA) is a real estate company focused on developing, owning, and managing warehouse logistics assets in Central and South America. The Company completed a Business Combination on March 27, 2024, which resulted in LPA ordinary shares being listed on the NYSE. For accounting purposes, this transaction was treated as a reverse capitalization, with LatAm Logistic Properties, S.A. (LLP) considered the accounting acquirer - LPA 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[14] - On March 27, 2024, LPA consummated a Business Combination, leading to LPA ordinary shares being listed on the New York Stock Exchange (NYSE) under the symbol 'LPA'[15][16] - The Business Combination was accounted for as a reverse capitalization in accordance with IFRS, with LatAm Logistic Properties, S.A. (LLP) treated as the accounting acquirer and TWOA as the acquired company[17] 2. Material Accounting Policy Information The condensed consolidated interim financial statements are prepared in accordance with IAS 34, using a historical cost basis with certain investment properties measured at fair value. The functional currency is USD for most entities, except for Colombian subsidiaries which use COP. The Company's consolidation policy is based on control, defined by power, exposure to variable returns, and the ability to affect returns. Recent IFRS amendments, including IAS 21, have been early adopted, while the impact of IFRS 18, IFRS 19, and other amendments issued but not yet effective are currently being evaluated a. Basis of Accounting Financial statements are prepared under IAS 34, primarily using a historical cost basis, with certain investment properties measured at fair value - The financial statements are prepared in accordance with International Accounting Standard (IAS) 34 - Interim Financial Reporting[21] - The historical cost basis is used, except for certain investment properties measured at fair value[22] b. Foreign Currency The functional currency is USD for most entities, with Colombian subsidiaries using COP, and translation differences recognized in other comprehensive income - The functional and presentation currency is U.S. dollars (USD), except for Colombian subsidiaries where the functional currency is the Colombian Peso (COP)[24] Exchange Rates (USD 1.00) | Currency | As of June 30, 2025 | As of December 31, 2024 | | :------- | :------------------ | :---------------------- | | CRC | CRC 508 | CRC 513 | | COP | COP 4,070 | COP 4,409 | | PEN | PEN 3.552 | PEN 3.770 | | Currency | Average for 3 Months Ended Jun 30, 2025 | Average for 3 Months Ended Jun 30, 2024 | | :------- | :-------------------------------------- | :-------------------------------------- | | CRC | CRC 509 | CRC 516 | | COP | COP 4,199 | COP 3,926 | | PEN | PEN 3.662 | PEN 3.746 | | Currency | Average for 6 Months Ended Jun 30, 2025 | Average for 6 Months Ended Jun 30, 2024 | | :------- | :-------------------------------------- | :-------------------------------------- | | CRC | CRC 508 | CRC 517 | | COP | COP 4,195 | COP 3,920 | | PEN | PEN 3.684 | PEN 3.754 | - Foreign currency differences from foreign operations are recognized in other comprehensive income (loss) and accumulated in a separate reserve[27] c. Basis of Consolidation Consolidation is based on control, which requires power over the investee, exposure to variable returns, and the ability to affect those returns - Control is achieved when the Company has power over the investee, is exposed to variable returns, and has the ability to use its power to affect returns[28][30] - Consolidation begins when control is obtained and ceases when control is lost[29] Selected Subsidiary Ownership Interests | Entity | Country | Ownership Interest (Jun 30, 2025) (%) | Ownership Interest (Dec 31, 2024) (%) | | :-------------------------------------- | :-------- | :-------------------------------- | :-------------------------------- | | Latam Logistic Properties S.A. | Panamá | 100% | 100% | | Latam Logistic Pan Holdco El Coyol II S de R.L. | Panamá | 50% | 50% | | Latam Logistic Pan Holdco Verbena I S de R.L. | Panamá | 48% | 48% | | Parque Logístico Callao, S.R.L. | Perú | 40% | 40% | | 3101784433, S.R.L. | Costa Rica | 24% | 24% | d. New and amended IFRS accounting standards that are effective for the current year Amendments to IAS 21, clarifying currency exchangeability and exchange rate determination, were early adopted as of January 1, 2025 - Amendments to IAS 21 (Effects of Changes in Foreign Exchange Rates) were early adopted as of January 1, 2025, clarifying the assessment of currency exchangeability and exchange rate determination[38] e. New and amended IFRS Accounting Standards issued but not yet effective The company is evaluating the impact of IFRS 18 and other amendments, with IFRS 19 not expected to have a material impact - The Company is evaluating the impact of IFRS 18 (Presentation and Disclosure in Financial Statements) and amendments to IFRS 9 and IFRS 7 (Financial Instruments) for future adoption[39][41][42][43] - IFRS 19 (Subsidiaries without Public Accountability) is not expected to have a material impact[40] 3. Reverse Capitalization The Business Combination, consummated on March 27, 2024, involved SPAC Merger Sub merging with TWOA and Company Merger Sub merging with LLP, resulting in TWOA and LLP becoming wholly-owned subsidiaries of LPA, and LPA shares listing on the NYSE. This transaction was accounted for as a reverse capitalization, with LLP as the accounting acquirer. A significant share listing expense of $44.47 million was recognized under IFRS 2, reflecting the excess fair value of equity interests issued to TWOA over its net assets. The Company also incurred other transaction-related costs and granted cash bonuses and RSUs to management. A loan receivable from LLI was settled through the foreclosure of collateralized LLP shares - The Business Combination was consummated on March 27, 2024, leading to LPA Ordinary Shares commencing trading on the NYSE[46] LPA Ownership Structure Post-Business Combination (March 27, 2024) | Shareholder Type | 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 the six months ended June 30, 2024, representing the excess fair value of equity interests issued to TWOA over its identifiable net liabilities[51][52] - The loan receivable from Latam Logistics Investments, LLC (LLI) of $9,765,972 was settled upon Closing through the foreclosure of collateralized LLP Shares held by LLI[58][150] 4. Revenue The Company's total revenues for the three months ended June 30, 2025, increased to $11.69 million from $10.99 million in the prior year, and for the six months, increased to $23.53 million from $21.47 million. Rental income, recognized under IFRS 16, constitutes the majority of revenue, supplemented by non-lease components and other revenue under IFRS 15. The weighted average lease term remaining on current leases is approximately 5.0 years Revenue Breakdown | Revenue Type | 3 Months Ended Jun 30, 2025 ($) | 3 Months Ended Jun 30, 2024 ($) | 6 Months Ended Jun 30, 2025 ($) | 6 Months Ended Jun 30, 2024 ($) | | :---------------------------------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Rental income in accordance with IFRS 16 | $10,189,252 | $9,730,653 | $20,568,296 | $19,043,548 | | Non-lease components of rental arrangements | $1,400,733 | $1,216,441 | $2,786,464 | $2,329,795 | | Other | $102,707 | $39,842 | $177,723 | $97,055 | | Revenue from contracts with customers in accordance with IFRS 15 | $1,503,440 | $1,256,283 | $2,964,187 | $2,426,850 | | Total revenues | $11,692,692 | $10,986,936 | $23,532,483 | $21,470,398 | - The weighted average lease term remaining on current leases was 5.0 years as of June 30, 2025, and 5.1 years as of June 30, 2024[60] 5. Investment Property Operating Expenses Investment property operating expenses increased to $2.01 million for the three months ended June 30, 2025, from $1.71 million in the prior year, and to $4.34 million for the six months, from $3.24 million. Key drivers of this increase include higher repair and maintenance, utilities, and a significant rise in expected credit loss adjustments Investment Property Operating Expenses Breakdown | Expense Category | 3 Months Ended Jun 30, 2025 ($) | 3 Months Ended Jun 30, 2024 ($) | 6 Months Ended Jun 30, 2025 ($) | 6 Months Ended Jun 30, 2024 ($) | | :------------------------------------ | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Repair and maintenance | $790,096 | $759,555 | $1,715,002 | $1,446,463 | | Utilities | $181,864 | $98,550 | $359,319 | $281,403 | | Insurance | $134,634 | $118,265 | $255,590 | $222,475 | | Property management | $109,187 | $71,881 | $231,215 | $134,067 | | Real estate taxes | $270,355 | $237,500 | $736,623 | $390,834 | | Expected credit loss adjustments | $188,947 | $13,112 | $250,541 | $24,081 | | Tenant-billable operating expenses | $301,855 | $304,589 | $603,278 | $556,679 | | Interest expenses on property related lease liabilities | $71,828 | $62,595 | $142,801 | $124,291 | | Other property related expenses | $(41,631) | $42,049 | $50,468 | $59,597 | | Total | $2,007,135 | $1,708,096 | $4,344,837 | $3,239,890 | 6. Other Income and Other Expenses Other income for the three months ended June 30, 2025, was $0.21 million, significantly lower than $10.84 million in the prior year, primarily due to the absence of income from Lock-up Release (LR) Agreements in 2025. Similarly, other expenses were negligible in 2025 compared to $1.17 million in 2024, which included fees related to LR Agreements and Business Combination transaction costs. For the six months ended June 30, 2024, income from LR Agreements contributed $9.84 million to other income, while related fees amounted to $1.15 million in other expenses Other Income Breakdown | Income Category | 3 Months Ended Jun 30, 2025 ($) | 3 Months Ended Jun 30, 2024 ($) | 6 Months Ended Jun 30, 2025 ($) | 6 Months Ended Jun 30, 2024 ($) | | :------------------------------------------ | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Interest income | $95,533 | $369,956 | $367,335 | $680,446 | | Income in connection to the LR Agreements | — | $9,844,894 | — | $9,844,894 | | Other | $117,034 | $622,879 | $117,034 | $622,919 | | Total Other Income | $212,567 | $10,837,729 | $484,369 | $11,148,259 | Other Expenses Breakdown | Expense Category | 3 Months Ended Jun 30, 2025 ($) | 3 Months Ended Jun 30, 2024 ($) | 6 Months Ended Jun 30, 2025 ($) | 6 Months Ended Jun 30, 2024 ($) | | :------------------------------------------ | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Transaction-related costs in connection with the Business Combination | — | $6,804 | — | $6,179,179 | | Fees in connection to the LR Agreements | — | $1,148,922 | — | $1,148,922 | | Other | — | $16,716 | $2,749 | $16,716 | | Total Other Expenses | — | $1,172,442 | $2,749 | $7,344,817 | - In June 2024, the Company recorded $9,844,894 in income from Lock-up Release (LR) Agreements and incurred $1,148,922 in related transaction costs[65] 7. Segment Reporting The Company operates in three geographic segments: Costa Rica, Colombia, and Peru, with performance evaluated based on net operating income (NOI). For the six months ended June 30, 2025, total NOI increased to $19.01 million from $18.13 million in 2024, with Peru showing the highest growth. Segment investment properties totaled $579.04 million as of June 30, 2025, with Costa Rica holding the largest share. Segment debt amounted to $276.13 million - The Company has three operating segments based on geographic regions: Costa Rica, Colombia, and Peru, with performance evaluated by net operating income (NOI)[66][69] Segment Revenue and Net Operating Income | Segment | 6 Months Ended Jun 30, 2025 Revenue ($) | 6 Months Ended Jun 30, 2024 Revenue ($) | 6 Months Ended Jun 30, 2025 NOI ($) | 6 Months Ended Jun 30, 2024 NOI ($) | | :-------- | :-------------------------------- | :-------------------------------- | :------------------------------ | :------------------------------ | | Costa Rica | $11,940,549 | $11,648,737 | $10,132,536 | $9,940,378 | | Colombia | $4,802,547 | $4,358,549 | $3,945,888 | $3,824,784 | | Peru | $6,611,664 | $5,366,057 | $4,931,499 | $4,368,291 | | Total | $23,532,483 | $21,470,398 | $19,009,923 | $18,133,453 | Segment Assets and Liabilities | Metric | As of June 30, 2025 ($) | As of December 31, 2024 ($) | | :-------------------------- | :-------------------- | :----------------------- | | Segment investment properties | $579,044,985 | $554,518,864 | | Costa Rica | $260,443,404 | $260,094,960 | | Colombia | $145,744,237 | $132,917,203 | | Peru | $172,857,344 | $161,506,701 | | Segment debt | $276,131,150 | $265,885,799 | | Costa Rica | $168,843,409 | $171,041,464 | | Colombia | $36,811,964 | $38,430,114 | | Peru | $70,475,777 | $56,414,221 | 8. Lease and Other Receivables, Net As of June 30, 2025, total lease and other receivables, net, amounted to $4.64 million, an increase from $4.39 million at December 31, 2024. This includes lease receivables, short-term and long-term tenant notes receivable, and other receivables. The expected credit loss allowance provision increased to $1.12 million as of June 30, 2025, from $0.87 million at the beginning of the period Lease and Other Receivables, Net | Receivable Type | June 30, 2025 ($) | December 31, 2024 ($) | | :-------------------------------- | :------------ | :---------------- | | Lease receivables, net | $2,155,375 | $1,990,246 | | Tenant notes receivable - short term, net | $438,439 | $509,543 | | Others | $488,297 | $141,983 | | Sub-total (current) | $3,082,111 | $2,641,772 | | Tenant notes receivable - long term, net | $1,553,335 | $1,748,616 | | Total Lease and other receivables, net | $4,635,446 | $4,390,388 | Expected Credit Loss Allowance Reconciliation | Metric | June 30, 2025 Total ($) | June 30, 2024 Total ($) | | :---------------------------------------------------------- | :------------------ | :------------------ | | Beginning balance | $871,314 | $946,006 | | Adjustments in expected credit loss allowance recognized in profit or loss during the period | $250,541 | $24,081 | | Ending balance | $1,121,855 | $970,087 | 9. Other Current Assets and Liabilities Other current assets significantly increased to $6.00 million as of June 30, 2025, from $2.77 million at December 31, 2024, primarily due to a rise in value-added tax receivable. Conversely, other current liabilities decreased to $0.16 million from $0.64 million, mainly due to the absence of distributions payable to non-controlling interests Other Current Assets | Asset Category | June 30, 2025 ($) | December 31, 2024 ($) | | :--------------- | :------------ | :---------------- | | Value added tax receivable | $4,307,128 | $1,722,404 | | Prepaid insurance | $757,346 | $533,915 | | Other | $937,427 | $512,790 | | Total | $6,001,901 | $2,769,109 | Other Current Liabilities | Liability Category | June 30, 2025 ($) | December 31, 2024 ($) | | :--------------------------------- | :------------ | :---------------- | | Distributions payable to non-controlling interests | — | $380,950 | | Deferred revenue | $122,715 | $259,983 | | Other | $41,635 | — | | Total | $164,350 | $640,933 | 10. Investment Properties Investment properties increased to $579.04 million as of June 30, 2025, from $554.52 million at December 31, 2024, primarily due to additions and foreign currency translation effects. The fair value of these properties is determined by independent appraisers using Level 3 inputs, including discounted cash flows, direct capitalization, and cost approaches. A valuation gain of $1.66 million was recognized for the six months ended June 30, 2025. The Company completed the disposition of Latam Parque Logistico Calle 80 Building 500A, with the final installment payment received in February 2025 - Investment properties are measured at fair value, categorized into Level 1, 2, or 3 based on observability of inputs, with all owned investment properties guaranteeing the Company's debt[79][80] Investment Properties Fair Market Value | Property Type | June 30, 2025 FMV ($) | December 31, 2024 FMV ($) | | :------------------------------------ | :------------------ | :-------------------- | | Total land bank | $37,939,099 | $40,542,349 | | Total properties under development | $24,481,904 | $21,798,170 | | Total operating properties | $516,623,982 | $492,178,345 | | Total Investment Properties | $579,044,985 | $554,518,864 | - Valuation techniques for operating properties include discounted cash flows, direct capitalization, and the cost approach, while land bank valuation uses a combination of income, sales comparison, cost, residual land value, and discounted cash flow methods[87] Reconciliation of Investment Properties | Metric | 6 Months Ended Jun 30, 2025 ($) | 6 Months Ended Jun 30, 2024 ($) | | :-------------------------------- | :--------------------------- | :--------------------------- | | Beginning balance | $554,518,864 | $514,172,281 | | Additions | $11,748,568 | $12,661,512 | | Gain on valuation of investment properties | $1,658,081 | $9,749,988 | | Foreign currency translation effect | $11,119,472 | $(10,721,259) | | Ending balance | $579,044,985 | $525,862,522 | - The Company received the final installment payment for the sale of Latam Parque Logistico Calle 80 Building 500A in February 2025, with total receivables from the sale of investment properties decreasing to $0 as of June 30, 2025[92][93] 11. Leases The Company acts as both a lessor, generating rental income from operating properties, and a lessee for land and office spaces. As a lessee, the Company has a 30-year land lease for investment property development, with the Right-of-Use (ROU) asset recognized at fair value under IAS 40. Office leases have a weighted average remaining term of 1.3 years. Total lease liability, including land and office leases, was $13.79 million as of June 30, 2025 - The Company generates rental income as a lessor of operating properties through lease arrangements with tenants[94] - As a lessee, the Company has a 30-year land lease agreement for investment property development, with the ROU asset recognized as investment property under IAS 40 and measured at fair value[95][97][98] - The Company leases office spaces with a weighted average remaining lease term of 1.3 years as of June 30, 2025[100][105] Lease Commitment for Land and Office Leases (Undiscounted) | Maturity Period | As of June 30, 2025 ($) | | :---------------- | :------------------ | | Remainder of 2025 | $284,656 | | 2026 | $815,660 | | 2027 | $1,059,609 | | 2028 | $1,329,874 | | 2029 | $1,343,173 | | 2030 | $1,042,989 | | Thereafter | $30,762,060 | | Total undiscounted rental payments | $36,638,021 | | Less: imputed interest | $(22,845,692) | | Total lease liability | $13,792,329 | 12. Debt The Company's total debt increased to $276.13 million as of June 30, 2025, from $265.89 million at December 31, 2024. This includes mortgage loans in Costa Rica, Colombia, and Peru, with a new $25 million mortgage loan secured with BBVA Peru in March 2025 for construction. The Company actively refinances and restructures loans, such as with BAC Credomatic and BTG, and received waivers for Bancolombia financial covenants, which it was compliant with as of June 30, 2025. Scheduled principal and interest payments extend through 2039 and beyond Debt Outstanding by Region | Region | Amount Outstanding at June 30, 2025 ($) | Amount Outstanding at December 31, 2024 ($) | | :--------- | :---------------------------------- | :---------------------------------- | | Costa Rica | $168,843,409 | $171,041,461 | | Colombia | $37,433,722 | $39,127,587 | | Peru | $71,463,678 | $57,047,644 | | Total Debt | $277,740,809 | $267,216,692 | | Less: Accrued financing costs and debt issuance costs, net | $(1,609,659) | $(1,330,893) | | Total Debt (net) | $276,131,150 | $265,885,799 | | Less: Current portion of long-term debt | $(9,480,626) | $(12,636,821) | | Total Long-term debt | $266,650,524 | $253,248,978 | - A new $25,000,000 mortgage loan with BBVA Peru was entered into on March 6, 2025, for building construction, with $16,000,000 outstanding as of June 30, 2025[112] Financing Costs | Metric | 6 Months Ended Jun 30, 2025 ($) | 6 Months Ended Jun 30, 2024 ($) | | :------------------------------------------ | :--------------------------- | :--------------------------- | | Gross interest expense | $10,306,597 | $11,755,397 | | Amortization of debt issuance cost | $178,881 | $83,122 | | Debt modification gain | — | $(208,799) | | Debt extinguishment loss | — | $38,219 | | Capitalized amounts into investment properties | $(302,833) | $(330,123) | | Net financing cost | $10,182,645 | $11,371,356 | - The Company received waivers for Bancolombia financial covenants effective through December 31, 2024, and was in compliance with all debt covenants as of June 30, 2025[124][125] 13. Equity The Company is authorized to issue 450 million Ordinary Shares and 50 million Preference Shares. As of June 30, 2025, 31.90 million Ordinary Shares were issued. In November 2024, the board approved a share repurchase program of up to $10.0 million, under which 249,194 shares were repurchased for $2.03 million during the six months ended June 30, 2025. Retained earnings include legal reserves mandated by local legislation - The Company is authorized to issue 450,000,000 Ordinary Shares and 50,000,000 Preference Shares, with 31,897,657 Ordinary Shares issued as of June 30, 2025[126] - A share repurchase program of up to $10.0 million was approved in November 2024. For the six months ended June 30, 2025, 249,194 shares were repurchased at an average price of $8.15 per share, totaling $2,030,381[127][128] - Retained earnings include legal reserves, which are a portion of net earnings appropriated annually by subsidiaries as required by local legislation[129] 14. Earnings Per Share For the three months ended June 30, 2025, basic and diluted earnings per share (EPS) were $(0.04), a decrease from $0.31 in the prior year. For the six months, EPS was $(0.06), an improvement from $(1.26) in 2024. The calculation retroactively recasts prior period EPS due to the Business Combination and excludes anti-dilutive Restricted Stock Units (RSUs) Earnings (Loss) Per Share | Metric | 3 Months Ended Jun 30, 2025 ($) | 3 Months Ended Jun 30, 2024 ($) | 6 Months Ended Jun 30, 2025 ($) | 6 Months Ended Jun 30, 2024 ($) | | :---------------------------------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Earnings (loss) per share – basic | $(0.04) | $0.31 | $(0.06) | $(1.26) | | Earnings (loss) per share – diluted | $(0.04) | $0.31 | $(0.06) | $(1.26) | | Earnings (loss) attributed to owner(s) of the Company ($) | $(1,208,387) | $9,907,633 | $(1,940,834) | $(38,123,976) | | Weighted average number of Ordinary Shares – basic | 31,584,816 | 31,709,747 | 31,606,150 | 30,223,220 | | Weighted average number of Ordinary Shares – diluted | 31,584,816 | 31,863,168 | 31,606,150 | 30,223,220 | - 492,167 RSUs for the six months ended June 30, 2025, and 416,500 RSUs for the six months ended June 30, 2024, were excluded from diluted EPS calculation as their inclusion would be anti-dilutive[130] - Basic and diluted EPS related to LLP prior to the Business Combination have been retroactively recast[131] 15. Income Tax LPA, as a Cayman Islands entity, is not subject to U.S. income tax, but its operating subsidiaries in Costa Rica, Colombia, and Peru are subject to local income tax rates of 30.0%, 35.0%, and 29.5%, respectively. The Company's effective tax rates were significantly high for the three and six months ended June 30, 2025 (681.1% and 101.7% respectively), primarily due to low consolidated pre-tax income relative to tax expense drivers like deferred tax movements, foreign tax rate differentials, and alternative minimum tax in Colombia - LPA is a Cayman Islands exempted company and is not subject to income tax in the United States[133] - Income tax rates in operating countries are: Costa Rica 30.0%, Colombia 35.0%, and Peru 29.5%[133] Effective Tax Rates | Period | Effective Tax Rate (%) | | :-------------------------- | :----------------- | | 3 Months Ended Jun 30, 2025 | 681.1% | | 3 Months Ended Jun 30, 2024 | 4.2% | | 6 Months Ended Jun 30, 2025 | 101.7% | | 6 Months Ended Jun 30, 2024 | 12.7% | - High effective tax rates for 2025 are attributed to low consolidated pre-tax income compared with tax expense drivers such as deferred tax assets/liabilities related to currency translation, unrecognized deferred tax assets, foreign tax rate differentials, and alternative minimum tax in Colombia[134] 16. Employee Benefits Total employee benefits recognized in general and administrative expense for the six months ended June 30, 2025, increased to $3.73 million from $3.53 million in the prior year. This increase was primarily driven by share-based payment expenses, which were $1.24 million in 2025 compared to none in 2024 Employee Benefits Expense | Benefit Category | 3 Months Ended Jun 30, 2025 ($) | 3 Months Ended Jun 30, 2024 ($) | 6 Months Ended Jun 30, 2025 ($) | 6 Months Ended Jun 30, 2024 ($) | | :------------------------ | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Short-term employee benefits | $1,265,017 | $2,438,663 | $2,494,094 | $3,530,427 | | Share-based payment expense | $879,147 | — | $1,236,333 | — | | Total | $2,144,164 | $2,438,663 | $3,730,427 | $3,530,427 | 17. Share-Based Payments The Company established the 2024 Equity Incentive Plan in March 2024, granting Restricted Stock Units (RSUs) to executives and directors. These RSUs, which vest over service periods or immediately upon grant, are equity-settled and measured at grant date fair value. For the six months ended June 30, 2025, share-based payment expense related to RSUs was $1.24 million. Additionally, 90,000 ordinary shares were granted to a non-employee service provider in August 2024 to settle a Business Combination liability, valued at $1.14 million - The Logistic Properties of the Americas 2024 Equity Incentive Plan was established in March 2024 to grant equity-based awards, including Restricted Stock Units (RSUs)[136][137] - RSUs were granted to senior executives and board directors, with vesting periods ranging from three years to immediate vesting upon grant[139][140] - For the six months ended June 30, 2025, the Company recognized $1,236,333 in share-based payment expense related to RSUs[141] RSUs Outstanding | Metric | Number of RSUs | Weighted Average Grant Date Fair Value per RSU ($) | | :------------------------ | :------------- | :--------------------------------------------- | | Non-vested at December 31, 2024 | 319,000 | $9.70 | | Granted | 173,500 | $8.86 | | Vested | (92,833) | $9.22 | | Non-vested at June 30, 2025 | 399,667 | $9.45 | - On August 14, 2024, 90,000 Ordinary Shares were granted to a non-employee service provider to share-settle a Business Combination liability, with a fair value of $1,141,200[143] 18. Related Party Transactions Related party transactions are conducted on arm's length terms. Key management personnel compensation for the six months ended June 30, 2025, totaled $2.85 million, an increase from $2.61 million in 2024, primarily due to higher salaries and share-based payment expenses. The loan receivable from Latam Logistics Investments, LLC (LLI) was settled in 2024 through the foreclosure of collateralized LLP shares - Transactions between the Company and its related parties are made on terms equivalent to those that prevail in arm's length transactions[144] Key Management Personnel Compensation | Compensation Category | 3 Months Ended Jun 30, 2025 ($) | 3 Months Ended Jun 30, 2024 ($) | 6 Months Ended Jun 30, 2025 ($) | 6 Months Ended Jun 30, 2024 ($) | | :------------------------------------------ | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Salaries | $405,079 | $391,165 | $798,235 | $590,486 | | Cash performance bonus | $252,557 | $248,076 | $480,303 | $374,445 | | One-time cash bonus related to the Business Combination | — | — | — | $226,000 | | Share-based payment expense | $879,147 | $1,140,218 | $1,236,333 | $1,140,218 | | Total | $1,707,059 | $1,980,495 | $2,850,176 | $2,606,567 | - The loan receivable from LLI, which was in default, was settled upon the Business Combination closing through the foreclosure of collateralized LLP Shares[150] 19. Financial Risk Management The Company is exposed to interest rate risk due to its long-term debt obligations with floating interest rates, and liquidity risk in meeting financial liabilities. To manage liquidity, the Company aims to maintain sufficient cash and utilize bank deposits and loans. The fair value of the Company's debt was estimated at $260.27 million as of June 30, 2025, and $255.59 million as of December 31, 2024, using discounted cash flows - The Company's exposure to interest rate risk primarily relates to its long-term debt obligations with floating interest rates[152] - Liquidity risk is managed by ensuring sufficient liquidity to meet liabilities when due, balancing funding continuity and flexibility through bank deposits and loans[153] Contractual Maturities of Financial Liabilities (Gross and Undiscounted) as of June 30, 2025 | Liability | Less than 3 months ($) | 3 to 12 months ($) | 1 to 5 years ($) | Thereafter ($) | Total ($) | | :-------------------------------- | :----------------- | :------------- | :----------- | :--------- | :---------- | | Accounts payable and accrued expenses | $132,965 | $6,735,395 | — | — | $10,979,450 | | Lease liability | $121,831 | $534,824 | $4,854,621 | $31,126,745 | $36,638,021 | | Long and short-term debt | $2,217,139 | $7,263,487 | $63,336,173 | $204,924,010 | $277,740,809 | | Total | $2,797,810 | $19,028,758 | $70,815,040 | $236,050,755 | $332,895,542 | - The fair value of the Company's debt was estimated at $260,273,902 as of June 30, 2025, and $255,591,886 as of December 31, 2024, using discounted cash flows[156] 20. Commitments and Contingencies As of June 30, 2025, the Company had future capital expenditure commitments of $14.35 million related to construction contracts. In terms of legal proceedings, a lawsuit filed by a construction company was settled for $237,226 in February 2024. An ongoing lawsuit by a former employee is being vigorously defended, with no material adverse effect expected on the financial statements - As of June 30, 2025, the Company had agreed upon construction contracts with third parties, committing to future capital expenditures of $14,348,564[158] - A lawsuit filed by a construction company was settled for $237,226 on February 29, 2024[159] - The Company is vigorously defending an ongoing lawsuit by a former employee and believes the claims are without merit, with no material adverse effect expected[160][161] 21. Subsequent Events The Company has evaluated subsequent events through August 13, 2025, the date the financial statements were issued, and found no events requiring disclosure or recognition - No subsequent events occurred through August 13, 2025, that would require disclosure or recognition in the condensed consolidated interim financial statements[162] 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 August 13, 2025 - The condensed consolidated interim financial statements were authorized for issue by the Company's board of directors on August 13, 2025[163]