Exhibit 99.2
Corporación Inmobiliaria Vesta, S. A. B. de C. V. and Subsidiaries
Condensed Consolidated Interim Financial Statements as of September 30, 2023 and December 31, 2022 and for the nine and three-month periods ended September 30, 2023 and 2022 (unaudited)
Corporación Inmobiliaria Vesta, S. A. B. de C. V. and Subsidiaries
Unaudited Condensed Consolidated Interim Financial Statements as of September 30, 2023 and December 31, 2022 and for the nine and three-month periods ended September 30, 2023 and 2022 (unaudited)
Table of contents | Page |
Condensed Consolidated Interim Statements of Financial Position | 1 |
Condensed Consolidated Interim Statements of Profit and Other Comprehensive Income | 2 |
Condensed Consolidated Interim Statements of Changes in Stockholders’ Equity | 3 |
Condensed Consolidated Interim Statements of Cash Flows | 4 |
Notes to Condensed Consolidated Interim Financial Statements | 6 |
Corporación Inmobiliaria Vesta, S. A. B. de C. V. and Subsidiaries
Condensed Consolidated Interim Statements of Financial Position
As of September 30, 2023 and December 31, 2022
(In US dollars)
Assets | Notes | September 30, 2023 (Unaudited) | December 31, 2022 | |||||||||
Current assets: | ||||||||||||
Cash, cash equivalents and restricted cash | 5 | $ | 408,182,657 | $ | 139,147,085 | |||||||
Recoverable taxes | 6 | 31,264,979 | 30,088,473 | |||||||||
Operating lease receivables | 7 | 8,906,561 | 7,690,195 | |||||||||
Prepaid expenses and advance payments | 7.vi | 21,433,597 | 25,308,351 | |||||||||
Total current assets | 469,787,794 | 202,234,104 | ||||||||||
Non-current assets: | ||||||||||||
Investment property | 8 | 3,112,803,904 | 2,738,465,276 | |||||||||
Office furniture – Net | 1,063,465 | 1,437,981 | ||||||||||
Right-of-use asset - Net of depreciation | 9 | 977,323 | 1,417,945 | |||||||||
Security deposits made, restricted cash and others | 9,790,900 | 9,601,094 | ||||||||||
Total non-current assets | 3,124,635,592 | 2,750,922,296 | ||||||||||
Total assets | $ | 3,594,423,386 | $ | 2,953,156,400 | ||||||||
Liabilities and stockholders’ equity | ||||||||||||
Current liabilities: | ||||||||||||
Current portion of long-term debt | 10 | $ | 4,754,756 | $ | 4,627,154 | |||||||
Lease liabilities – short-term | 9 | 608,140 | 606,281 | |||||||||
Accrued interest | 7,549,703 | 3,847,752 | ||||||||||
Accounts payable | 16,985,635 | 16,628,788 | ||||||||||
Income taxes payable | 42,443,745 | 14,824,658 | ||||||||||
Accrued expenses and taxes | 5,729,315 | 5,154,626 | ||||||||||
Dividends payable | 11.4 | 30,232,072 | 14,358,194 | |||||||||
Total current liabilities | 108,303,366 | 60,047,453 | ||||||||||
Non-current liabilities: | ||||||||||||
Long-term debt | 10 | 923,389,058 | 925,872,432 | |||||||||
Lease liabilities - long-term | 9 | 441,141 | 897,658 | |||||||||
Guarantee deposits received | 22,687,764 | 18,333,119 | ||||||||||
Long-term accounts payable | 7,706,451 | 7,889,937 | ||||||||||
Employee benefits | 1,309,566 | 348,280 | ||||||||||
Deferred income taxes | 309,905,581 | 299,979,693 | ||||||||||
Total non-current liabilities | 1,265,439,561 | 1,253,321,119 | ||||||||||
Total liabilities | 1,373,742,927 | 1,313,368,572 | ||||||||||
Litigation and commitments | 19 | |||||||||||
Stockholders’ equity: | ||||||||||||
Capital stock | 11.1 | 567,130,950 | 480,623,919 | |||||||||
Additional paid-in capital | 11.3 | 807,101,571 | 460,677,234 | |||||||||
Retained earnings | 875,906,418 | 733,405,749 | ||||||||||
Share-based payments reserve | 17 | 2,010,911 | 5,984,051 | |||||||||
Foreign currency translation | (31,469,391 | ) | (40,903,125 | ) | ||||||||
Total stockholders’ equity | 2,220,680,459 | 1,639,787,828 | ||||||||||
Total liabilities and stockholders’ equity | $ | 3,594,423,386 | $ | 2,953,156,400 |
See accompanying notes to unaudited condensed consolidated interim financial statements.
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Corporación Inmobiliaria Vesta, S. A. B. de C. V. and Subsidiaries
Condensed Consolidated Interim Statements of Profit or
Loss and Comprehensive Income
For the nine and three-month periods ended September 30, 2023 and 2022
(In US dollars)
For the nine-month period ended | For the three-month period ended | |||||||||||||||||||
Notes | September 30, 2023 (Unaudited) | September 30, 2022 (Unaudited) | September 30, 2023 | September 30, 2022 (Unaudited) | ||||||||||||||||
Revenues: | ||||||||||||||||||||
Rental income | 12 | $ | 157,555,332 | $ | 130,601,341 | $ | 55,760,097 | $ | 45,508,043 | |||||||||||
Management fees | 967,551 | — | 639,933 | — | ||||||||||||||||
158,522,883 | 130,601,341 | 56,400,030 | 45,508,043 | |||||||||||||||||
Property operating costs related to properties that generated rental income | 13.1 | (10,325,669 | ) | (6,120,112 | ) | (4,444,822 | ) | (2,342,554 | ) | |||||||||||
Property operating costs related to properties that did not generate rental income | 13.1 | (3,046,433 | ) | (1,547,058 | ) | (1,400,458 | ) | (591,547 | ) | |||||||||||
General and administrative expenses | 13.2 | (22,340,322 | ) | (18,467,192 | ) | (7,320,445 | ) | (5,935,594 | ) | |||||||||||
Interest income | 5,527,899 | 1,545,587 | 4,423,263 | 1,375,039 | ||||||||||||||||
Other income – Net | 2,440,371 | 638,167 | 1,707,807 | 257,563 | ||||||||||||||||
Finance cost | 14 | (34,748,522 | ) | (34,118,391 | ) | (11,395,892 | ) | (11,783,272 | ) | |||||||||||
Exchange gain (loss) – Net | 6,194,010 | (316,264 | ) | (2,149,240 | ) | (754,543 | ) | |||||||||||||
Gain on sale of investment property | — | 5,027,826 | — | — | ||||||||||||||||
Gain on revaluation of investment property | 8 | 179,549,769 | 139,780,947 | 95,162,184 | 62,985,726 | |||||||||||||||
Profit before income taxes | 281,773,986 | 217,024,851 | 130,982,427 | 88,718,861 | ||||||||||||||||
Income tax expense | (78,966,274 | ) | (52,093,615 | ) | (54,764,299 | ) | (26,744,384 | ) | ||||||||||||
Profit for the period | 202,807,712 | 164,931,236 | 76,218,128 | 61,974,477 | ||||||||||||||||
Other comprehensive gain - Net of tax: | ||||||||||||||||||||
Items that may be reclassified subsequently to profit and loss: | ||||||||||||||||||||
- Exchange differences on translating other functional currency operations | 9,433,734 | 3,022,647 | 2,761,939 | 289,027 | ||||||||||||||||
Total other comprehensive income | 9,433,734 | 3,022,647 | 2,761,939 | 289,027 | ||||||||||||||||
Total comprehensive income for the period | $ | 212,241,446 | $ | 167,953,883 | $ | 78,980,067 | $ | 62,263,504 | ||||||||||||
Basic earnings per share | 11.5 | $ | 0.2777 | $ | 0.2413 | $ | 0.0928 | $ | 0.0912 | |||||||||||
Diluted earnings per share | 11.5 | $ | 0.2734 | $ | 0.2373 | $ | 0.0914 | $ | 0.0896 |
See accompanying notes to unaudited condensed consolidated interim financial statements.
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Corporación Inmobiliaria Vesta, S. A. B. de C. V. and Subsidiaries
Condensed Consolidated Interim
Statements of Changes in Stockholders’ Equity
For the nine-month periods ended September 30, 2023 and 2022
(In US dollars)
Capital stock | Additional paid-in capital | Retained earnings | Share-based payments reserve | Foreign currency translation | Total stockholders’ equity | |||||||||||||||||||
Balances as of January 1, 2022 | $ | 482,858,389 | $ | 466,230,183 | $ | 547,213,771 | $ | 7,149,453 | $ | (49,826,389 | ) | $ | 1,453,625,407 | |||||||||||
Dividends declared | — | — | (57,432,777 | ) | — | — | (57,432,777 | ) | ||||||||||||||||
Vested shares | 2,014,895 | 5,800,994 | — | (7,815,889 | ) | — | — | |||||||||||||||||
Share-based payments | — | — | — | 4,971,602 | — | 4,971,602 | ||||||||||||||||||
Repurchase of shares | (4,249,365 | ) | (11,353,943 | ) | — | — | — | (15,603,308 | ) | |||||||||||||||
Comprehensive income | — | — | 164,931,236 | — | 3,022,647 | 167,953,883 | ||||||||||||||||||
Balances as of September 30, 2022 (Unaudited) | $ | 480,623,919 | $ | 460,677,234 | $ | 654,712,230 | $ | 4,305,166 | $ | (46,803,742 | ) | $ | 1,553,514,807 | |||||||||||
Balances as of January 1, 2023 | $ | 480,623,919 | $ | 460,677,234 | $ | 733,405,749 | $ | 5,984,051 | $ | (40,903,125 | ) | $ | 1,639,787,828 | |||||||||||
Equity issuance | 84,302,445 | 338,375,392 | — | — | — | 422,677,837 | ||||||||||||||||||
Dividends declared | — | — | (60,307,043 | ) | — | — | (60,307,043 | ) | ||||||||||||||||
Vested shares | 2,204,586 | 8,048,945 | — | (10,253,531 | ) | — | — | |||||||||||||||||
Share-based payments | — | — | — | 6,280,391 | — | 6,280,391 | ||||||||||||||||||
Comprehensive income | — | — | 202,807,712 | — | 9,433,734 | 212,241,446 | ||||||||||||||||||
Balances as of September 30, 2023 (Unaudited) | $ | 567,130,950 | $ | 807,101,571 | $ | 875,906,418 | $ | 2,010,911 | $ | (31,469,391 | ) | $ | 2,220,680,459 |
See accompanying notes to unaudited condensed consolidated interim financial statements.
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Corporación Inmobiliaria Vesta, S. A. B. de C. V. and Subsidiaries
Condensed Consolidated Interim Statements of Cash Flows
For the nine-months period ended September 30, 2023 and 2022
(In US dollars)
September 30, 2023 (Unaudited) | September 30, 2022 (Unaudited) | |||||||
Cash flows from operating activities: | ||||||||
Profit before income taxes | $ | 281,773,986 | $ | 217,024,851 | ||||
Adjustments: | ||||||||
Depreciation | 570,332 | 949,230 | ||||||
Right-of-use asset depreciation | 440,622 | 358,560 | ||||||
Gain on revaluation of investment property | (179,549,769 | ) | (139,780,947 | ) | ||||
Unrealized effect of foreign exchange rates | 3,239,724 | 316,264 | ||||||
Interest income | (5,527,899 | ) | (1,545,587 | ) | ||||
Interest expense | 33,379,051 | 32,948,226 | ||||||
Amortization of debt issuance costs | 1,369,471 | 1,170,165 | ||||||
Expense recognized in respect of share-based payments | 6,280,391 | 4,971,602 | ||||||
Employee benefits and pension costs | 961,286 | — | ||||||
Gain on sale of investment property | — | (5,027,826 | ) | |||||
Working capital adjustments: | ||||||||
(Increase) decrease in: | ||||||||
Operating lease receivables – Net | (1,216,366 | ) | 1,736,636 | |||||
Recoverable taxes | (1,176,506 | ) | 4,879,666 | |||||
Guarantee deposits paid | (437,122 | ) | 4,950,174 | |||||
Prepaid expenses | 3,874,754 | (18,241,521 | ) | |||||
Increase (decrease) in: | ||||||||
Accounts payable and client advances | 15,933,767 | 33,723,994 | ||||||
Accrued expenses and taxes | 570,771 | (10,660,994 | ) | |||||
Security deposits collected | 4,354,645 | 2,058,410 | ||||||
Interest received | 5,527,899 | 1,545,587 | ||||||
Income taxes paid | (41,421,299 | ) | (55,871,027 | ) | ||||
Net cash generated by operating activities | 128,947,738 | 75,505,463 | ||||||
Cash flows from investing activities: | ||||||||
Purchases of investment property | (195,666,429 | ) | (182,641,651 | ) | ||||
Sale of investment property | — | 14,771,388 | ||||||
Purchases of office furniture and vehicles | (109,674 | ) | (442,500 | ) | ||||
Net cash used in investing activities | (195,776,103 | ) | (168,312,763 | ) | ||||
Cash flows from financing activities: | ||||||||
Interest paid | (29,677,100 | ) | (29,168,137 | ) | ||||
Loans paid | (3,477,928 | ) | (2,072,334 | ) | ||||
Dividends paid | (44,433,165 | ) | (42,660,621 | ) | ||||
Equity issuance proceeds | 444,018,137 | — | ||||||
Equity issuance costs paid | (21,340,300 | ) | — | |||||
Repurchase of treasury shares | — | (15,603,308 | ) | |||||
Payment of lease liabilities | (536,880 | ) | (413,761 | ) | ||||
Debt issuance costs paid | — | (1,092,916 | ) | |||||
Net cash from (used) in financing activities | 344,552,764 | (91,011,077 | ) |
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September 30, 2023 (Unaudited) | September 30, 2022 (Unaudited) | |||||||
Effects of exchange rates changes on cash | (8,688,827 | ) | 1,692,381 | |||||
Net increase (decrease) in cash, cash equivalents and restricted cash | 269,035,572 | (182,125,996 | ) | |||||
Cash, cash equivalents and restricted cash at the beginning of year | 139,147,085 | 453,556,444 | ||||||
Cash, cash equivalents and restricted cash at the end of the period - Note 5 | $ | 408,182,657 | $ | 271,430,448 |
See accompanying notes to unaudited condensed consolidated interim financial statements.
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Corporación Inmobiliaria Vesta, S. A. B. de C. V. and Subsidiaries
Notes to Condensed Consolidated Interim Financial Statements
As of September 30, 2023 and December 31, 2022 and for the nine and three-month periods ended September 30, 2023 and 2022
(In US dollars)
1. | General information |
Corporación Inmobiliaria Vesta, S. A. B. de C. V. (“Vesta”) is an entity incorporated in Mexico. The address of its registered office and principal place of business is Paseo de los Tamarindos 90, 28th floor, Mexico City.
Vesta and subsidiaries (collectively, the “Entity”) are engaged in the development, acquisition and operation of industrial buildings and distribution facilities that are rented to corporations in eleven states throughout Mexico.
1.1 Significant event
· | On June 29, 2023, Vesta entered into an underwriting agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc., BofA Securities, Inc. and Barclays Capital Inc., as representative of the underwriters, relating to Vesta’s initial public offering (the “Offering”) of 125,000,000 Common Shares in the form of American Depositary Shares (the “ADS”) each ADS representing 10 Common Shares of Vesta’s common stock (“common stock”), which included the exercise by the underwriters in full of the over-allotment option to purchase an additional 18,750,000 shares of Vesta’s common stock, at an Offering price of $31.00 US dollars per ADS. |
The closing of the Offering for the ADS’s took place on July 5, 2023, raising gross proceeds of approximately $445,000,000, which included 18,750,000 shares sold by Vesta upon the exercise by the underwriters of the over-allotment option in full. Issuance expenses were approximately $21,340,300. Vesta intends to use the net proceeds from the Offering to fund growth strategy including the acquisition of land or properties and related infrastructure investments, and for the development of industrial buildings.
· | On September 1, 2022 Vesta announced a new $200,000,000 sustainability linked revolving credit facility with various financial institutions. As a part of such revolving credit, Vesta paid debt issuance costs in an amount of $1,092,316. As of September 30, 2023 no amount has been drawn from this revolving credit facility. |
2. | Application of new and revised International Financial Reporting Standards (IFRS) |
New and amended IFRS Accounting Standards that are effective for the current period
There are no accounting pronouncements which have become effective from January 1, 2023 that have a significant impact on the Group’s interim condensed consolidated financial statements.
3. | Significant accounting policies |
a. | Basis of preparation |
The unaudited condensed consolidated interim financial statements have been prepared on the historical cost basis except for investment properties and financial instruments that are measured at fair value at the end of each reporting period, as explained in the accounting policies below.
i. | Historical cost |
Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.
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ii. | Fair value |
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Entity takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. Fair value for measurement and/or disclosure purposes in these unaudited condensed consolidated interim financial statements is determined on such a basis, except for share-based payment transactions that are within the scope of International Financial Reporting Standard (“IFRS”) 2, Share-based Payments.
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. |
iii. | Going concern |
The unaudited condensed consolidated interim financial statements have been prepared by Management assuming that the Entity will continue to operate as a going concern.
b. | Interim financial condensed statements |
The accompanying condensed consolidated interim financial statements as of September 30, 2023 have been prepared in accordance with International Accounting Standard (“IAS”) 34, Interim Financial Reporting, and have not been audited. In the opinion of Entity management, all adjustments (consisting mainly of ordinary, recurring adjustments) necessary for a fair presentation of the accompanying condensed consolidated interim financial statements are included. The results of the periods are not necessarily indicative of the results for the full year. These condensed consolidated interim financial statements should be read in conjunction with the audited annual consolidated financial statements of the Entity and their respective notes for the year ended December 31, 2022.
The accounting policies and methods of computation are consistent with the audited consolidated financial statements for the year ended December 31, 2022, except as mentioned in the preceding paragraph.
c. | Segment |
The Entity’s primary business is the acquisition, development, and management of industrial and distribution center real estate. Vesta manages its operations on an aggregated, single segment basis for purposes of assessing performance and making operating decisions and, accordingly, has only one reporting and operating segment. As of September 30, 2023 and December 31, 2022, all of our assets and operations are derived from assets located within Mexico.
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4. | Critical accounting judgments and key sources of estimation uncertainty |
In preparing these interim financial statements, management has made judgements and estimates that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.
The significant judgements made by management in applying the Entity’s accounting policies and the key sources of estimation uncertainty were the same as those described in the last annual consolidated financial statements.
5. | Cash, cash equivalents and restricted cash |
For purposes of the condensed consolidated interim statement of cash flows, cash and cash equivalents include cash on hand and in banks, including restricted cash. Cash and cash equivalents at the end of the reporting period as shown in the condensed consolidated interim statement of cash flows can be reconciled to the related items in the condensed consolidated interim statements of financial position as follows:
September 30, 2023 (Unaudited) | December 31, 2022 | |||||||
Cash and bank balances | $ | 407,919,630 | $ | 139,056,863 | ||||
Restricted cash | 263,027 | 90,222 | ||||||
408,182,657 | 139,147,085 | |||||||
Non-current restricted cash | 735,312 | 735,312 | ||||||
Total | $ | 408,917,969 | $ | 139,882,397 |
Restricted cash represents balances held by the Entity that are only available for use under certain conditions pursuant to the loan agreements entered into by the Entity. Such conditions include payment of monthly debt service fee and compliance with certain covenants set forth in the loan agreement. These restrictions are classified according to their restriction period: less than 12 months and over one year, considering the period of time in which such restrictions are fulfilled. Non-current restricted cash was classified within guaranteed deposits made, restricted cash and others in the accompanying consolidated statements of financial position.
Non-cash transactions
Changes in liabilities arising from financing activities not requiring cash relate to a decrease for the amortization of debt issuance costs for $1,122,156 and $1,170,165 in the nine-month periods ended September 30, 2023 and 2022, respectively. Unpaid dividends are included in Note 11.4. Other non-cash investing activities related to investment properties are included in Note 8.
6. | Recoverable taxes |
September 30, 2023 (Unaudited) | December 31, 2022 | |||||||
Recoverable value-added tax (“VAT”) | $ | 30,119,624 | $ | 18,440,884 | ||||
Recoverable income taxes | — | 9,531,645 | ||||||
Recoverable dividend tax | 421,209 | 1,818,971 | ||||||
Other receivables | 724,146 | 296,973 | ||||||
$ | 31,264,979 | $ | 30,088,473 |
7. | Operating lease receivables, prepaid expenses and advance payments |
i. | The aging profile of operating lease receivables as of the dates indicated below are as follows: |
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September 30, 2023 (Unaudited) | December 31, 2022 | |||||||
0-30 days | $ | 7,438,650 | $ | 6,732,985 | ||||
30-60 days | 498,021 | 260,832 | ||||||
60-90 days | 309,711 | 610,770 | ||||||
Over 90 days | 325,275 | 85,608 | ||||||
Total | $ | 8,571,657 | $ | 7,690,195 |
Pursuant to the lease agreements, rental payments should be received within 30 days following their due date; thereafter the payment is considered past due. As shown in the table above, 87% and 88% of all operating lease receivables are current as of September 30, 2023 and December 31, 2022, respectively.
All rental payments past due are monitored by the Entity; for receivables outstanding from 30 to 90 days, efforts are made to collect payment from the respective client. Operating lease receivables outstanding for more than 30 days but less than 60 days represent 6% and 3% of all operating lease receivables as of September 30, 2023 and December 31, 2022, respectively. Operating lease receivables outstanding for more than 60 and less than 90 days represent 4% and 8% of all operating lease receivable as of September 30, 2023 and December 31, 2022, respectively. Operating lease receivables outstanding greater than 90 days represent 4% and 1% of all operating lease receivable as of September 30, 2023 and December 31, 2022, respectively.
ii. | Movement in the allowance for doubtful accounts receivable |
Lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life of the operating lease receivable.
The following table shows the movement in expected credit losses that has been recognized for the lease receivable:
Amounts | ||||
Balance as of January 1, 2022 | $ | 1,957,935 | ||
Increase in loss allowance recognized in the period | 180,609 | |||
Decrease in loss allowance from derecognition of financial assets in the period | (477,802 | ) | ||
Balance as of September 30, 2022 (Unaudited) | $ | 1,660,742 | ||
Balance as of January 1, 2023 | $ | 1,916,124 | ||
Increase in loss allowance recognized in the period | 684,174 | |||
Decrease in loss allowance from derecognition of financial assets in the period | (333,523 | ) | ||
Balance as of September 30, 2023 (Unaudited) | $ | 2,266,775 |
iii. | Client concentration risk |
As of September 30, 2023 and December 31, 2022, one of the Entity’s client accounts for 38% or $3,239,063 (Unaudited) and 42% or $3,249,692 respectively, of the operating lease receivables balance. The same client accounted for 5.5% and 5.4% (Unaudited) of the total rental income of Entity for the nine-months period ended September 30, 2023 and 2022, respectively. No other client accounted for more than 10% of the total rental income of the Entity for the nine-month periods ended September 30, 2023 and 2022.
iv. | Leasing agreements |
Operating leases relate to non-cancellable lease agreements over the investment properties owned by the Entity, which generally have terms ranging between 5 to 15 years, with options to extend the term up to a total term of 20 years. Rents are customarily payable on a monthly basis and are adjusted annually according to applicable inflation indices (US and Mexican inflation indices). Security deposits are typically equal to one or two months’ rent. Obtaining property insurance (third party liability) and operating maintenance are obligations of the tenants.
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All lease agreements include a rescission clause that entitles the Entity to collect all unpaid rents during the remaining term of the lease agreement in the event that the client defaults in its rental payments, vacates the properties, terminates the lease agreement or enters into bankruptcy or insolvency proceedings. All lease agreements are classified as operating leases and do not include purchase options.
v. | Non-cancellable operating lease receivables |
Future minimum lease payments receivable under non-cancellable operating lease agreements are as follows:
September 30, 2023 (Unaudited) | December 31, 2022 | |||||||
Not later than 1 year | $ | 198,044,817 | $ | 155,267,112 | ||||
Later than 1 year and not later than 3 years | 326,887,221 | 250,043,235 | ||||||
Later than 3 year and not later than 5 years | 306,239,134 | 209,592,871 | ||||||
Later than 5 years | 195,524,025 | 154,909,895 | ||||||
$ | 1,026,695,197 | $ | 769,813,113 |
vi. | Prepaid expenses and advance payments |
September 30, 2023 (Unaudited) | December 31, 2022 | |||||||
Advance payments (1) | $ | 19,630,091 | $ | 17,201,933 | ||||
Other accounts receivables (2) | 737,227 | 7,486,147 | ||||||
Property expenses | 822,012 | 543,804 | ||||||
Prepaid expenses | 244,267 | 76,467 | ||||||
$ | 21,433,597 | $ | 25,308,351 |
(1) | During the second quarter of 2022 the Entity entered into an agreement for the procurement, permissioning and other condition of several plots of land; if the conditions are met within a period of 18 months, or an additional 18-month extension, the advance deposit will be considered part of the final transaction price, otherwise approximately $1 million will be forfeited to the counterparty and expensed; the remainder amount will be reimbursed to the Entity. |
(2) | As state in Note 8 the Entity sold land reserves located in Queretaro, the outstanding balance as of December 31, 2022 was received in the first quarter of 2023. |
8. | Investment property |
The Entity uses external appraisers in order to determine the fair value for all of its investment properties. The independent appraisers, who hold recognized and relevant professional qualifications and have vast experience in the types of investment properties, owned by the Entity, use valuation techniques such as the discounted cash flows approach, replacement cost approach and income cap rate approach. The techniques used include assumptions, the majority of which are not directly observable in the market, to estimate the fair value of the Entity’s investment property such as discount rates, long-term NOI, inflation rates, absorption periods and market rents.
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The values, determined by the external appraisers quarterly, are recognized as the fair value of the Entity’s investment property at the end of each reporting period. The appraisers use a discounted cash flow approach to determine the fair value of land and buildings (using the expected net operating income (“NOI”) of the investment property) and a market approach to determine the fair value of land reserves. Gains or losses arising from changes in the fair values are included in the consolidated statements of profit or loss and other comprehensive (loss) income in the period in which they arise.
The Entity’s investment properties are located in Mexico and they are classified as Level 3 in the IFRS fair value hierarchy. The following table provides information about how the fair values of the investment properties are determined (in particular, the valuation technique and inputs used).
Property | Fair value hierarchy | Valuation techniques | Significant unobservable inputs | Value/range | Relationship of unobservable inputs to fair value | |||||
Buildings and land | Level 3 | Discounted cash flows | Discount rate | Q3 2023: 7.00% to12.21% 2022: 7.50% to 12.24% |
The higher the discount rate, the lower the fair value. | |||||
Exit cap rate | Q3 2023: 6.50% to 8.75% 2022 : 6.50% to 8.99% |
The higher the exit cap rate, the lower the fair value | ||||||||
Long-term NOI | Based on contractual rent and then on market related rents | The higher the NOI, the higher the fair value. | ||||||||
Inflation rates | Mexico: Q3 2023: 3.6% to 5.0% 2022: 3.4% to 5.0% U.S.: Q3 2023: 2.2% to 3.5% 2022: 2.1% to 3.5% |
The higher the inflation rate, the higher the fair value.
| ||||||||
Absorption period
|
12 months on average
|
The shorter the absorption period, the higher the fair value. | ||||||||
Market Related rents | Depending on the park/state | The higher the market rent, the higher the fair value | ||||||||
Land reserves
|
Level 3
|
Market value
|
Price per acre | Weighted average price per acre Q3 2023: $190,573 2022: $239,266 |
The higher the price, the higher the fair value. |
The table below sets forth the aggregate values of the Entity’s investment properties for the years indicated:
September 30, 2023 (Unaudited) | December 31, 2022 | |||||||
Buildings and land | $ | 3,101,690,000 | $ | 2,657,513,766 | ||||
Land improvements | 13,794,975 | 7,562,174 | ||||||
Land reserves | 140,100,000 | 208,910,000 | ||||||
3,255,584,975 | 2,873,985,940 | |||||||
Less: Cost to conclude construction in-progress | (142,781,071 | ) | (135,520,664 | ) | ||||
Balance at end of period | $ | 3,112,803,904 | $ | 2,738,465,276 |
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The reconciliation of investment property is as follows:
September 30, 2023 (Unaudited) | September 30, 2022 (Unaudited) | |||||||
Balance at beginning of year | $ | 2,738,465,276 | $ | 2,263,170,941 | ||||
Additions | 179,906,022 | 182,641,651 | ||||||
Foreign currency translation effect | 14,882,837 | 1,404,973 | ||||||
Disposal of investment property | — | (9,743,562 | ) | |||||
Gain on revaluation of investment property | 179,549,769 | 139,780,947 | ||||||
Balance at end of period | $ | 3,112,803,904 | $ | 2,577,254,950 |
A total of $16,116,659 and $26,206,543 additions to investment property related to land reserves and new buildings that were acquired from third parties were not paid as of September 30, 2023 and 2022, respectively, and were therefore excluded from the condensed consolidated statements of cash flows for those periods. Additionally, proceeds of $7,486,147 were received during the nine-month period ended September 30, 2023 related to a land reserve sale that closed in 2022.
Some of the Entity’s investment properties have been pledged as collateral to secure its long-term debt.
9. | Entity as lessee |
1. | Right-of-use: |
Right-of-use | January 1, 2023 | Additions | Disposals | September 30, 2023 (Unaudited) | ||||||||||||
Property | $ | 2,552,121 | $ | — | $ | — | $ | 2,552,121 | ||||||||
Vehicles and office equipment | 791,773 | — | — | 791,773 | ||||||||||||
Cost of right-of-use | $ | 3,343,894 | $ | — | $ | — | $ | 3,343,894 |
Depreciation of right-of-use | ||||||||||||||||
Property | $ | (1,508,871 | ) | $ | (341,928 | ) | $ | — | $ | (1,850,799 | ) | |||||
Vehicles and office equipment | (417,078 | ) | (98,694 | ) | — | (515,772 | ) | |||||||||
Accumulated depreciation | (1,925,949 | ) | (440,622 | ) | — | (2,366,571 | ) | |||||||||
Total | $ | 1,417,945 | $ | (440,622 | ) | $ | — | $ | 977,323 |
Rights to use | January 1, 2022 | Additions | Disposals | September 30, 2022 (Unaudited) | ||||||||||||
Property | $ | 2,296,581 | $ | — | $ | — | $ | 2,296,581 | ||||||||
Vehicles and office equipment | 411,357 | — | — | 411,357 | ||||||||||||
Cost of rights to use | 2,707,938 | — | — | 2,707,938 |
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Rights to use | January 1, 2022 | Additions | Disposals | September 30, 2022 (Unaudited) | ||||||||||||
Depreciation of rights to use | ||||||||||||||||
Property | $ | (1,078,035 | ) | (294,759 | ) | $ | — | $ | (1,372,794 | ) | ||||||
Vehicles and office equipment | (285,486 | ) | (63,801 | ) | — | (349,287 | ) | |||||||||
Accumulated depreciation | (1,363,521 | ) | (358,560 | ) | — | (1,722,081 | ) | |||||||||
Total | $ | 1,344,417 | (358,560 | ) | $ | — | 985,857 |
2. | Lease obligations: |
January 1, 2023 | Additions | Disposals | Interests accrued | Repayments | September 30, 2023 (Unaudited) | |||||||||||||||||||
Lease liabilities | $ | 1,503,939 | $ | — | $ | — | $ | 82,222 | $ | (536,871 | ) | $ | 1,049,290 |
January 1, 2022 | Additions | Disposals | Interests accrued | Repayments | September 30, 2022 (Unaudited) | |||||||||||||||||||
Lease liabilities | $ | 1,380,413 | $ | — | $ | — | $ | 46,728 | $ | (413,761 | ) | $ | 1,013,380 |
3. | Analysis of maturity of liabilities by lease: |
Finance lease liabilities | September 30, 2023 (Unaudited) | December 31, 2022 | ||||||
Not later than 1 year | $ | 675,318 | $ | 709,901 | ||||
Later than 1 year and not later than 5 years | 461,197 | 963,487 | ||||||
1,136,515 | 1,673,388 | |||||||
Less: future finance cost | (87,234 | ) | (169,449 | ) | ||||
Total lease liability | $ | 1,049,281 | $ | 1,503,939 | ||||
Finance lease – short-term | 608,140 | 606,281 | ||||||
Finance lease – long-term | 441,141 | 897,658 | ||||||
Total lease liability | $ | 1,049,281 | $ | 1,503,939 |
10. | Long-term debt |
In September 1, 2022, the Entity obtained a three-year unsecured sustainability-linked revolving credit facility for $200 million. This loan bears interest at a rate of SOFR plus 1.60 percentage points. As of September 30, 2023, no provisions have been made for this line. The Entity incurred prepaid direct expenses related to opening the $1.34 million credit facility.
On May 13, 2021, the Entity offered $350,000,000 of Senior Notes (“Vesta ESG Global bond 35/8 05/31”) with mature on May 13, 2031. The notes bear annual interest at a rate of 3.625%.
On August 2, 2019, the Entity entered into a new five-year unsecured credit agreement with various financial institutions for an aggregated amount of $80,000,000, and a revolving credit line of $125,000,000. This loan bears quarterly interest at a rate of LIBOR plus 2.15 percentage points. The proceeds were received on the same date, as of December 31, 2019 the revolving credit line have not been used. (“Syndicated Loan”). On March 23, 2020 and April 7, 2020, the Entity disposed $85,000,000 and $40,000,000, respectively, out of the revolving credit line, bearing quarterly interest at a rate of LIBOR plus 1.85 percentage points.
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On June 25, 2019, the Entity entered into a 10-year senior notes series RC and 12-year senior notes series RD with various financial institutions, for and aggregated amounts of $70,000,000 and $15,000,000, respectively. Each Series RC notes and Series RD notes bear interest on the unpaid balance at the rates of 5.18% and 5.28%, respectively.
On May 31, 2018, the Entity entered into an agreement for the issuance and sale of Series A Senior Notes of $45,000,000 due on May 31, 2025, and Series B Senior Notes of $45,000,000 due on May 31, 2028. Each Series A Note and Series B Note bear interest on the unpaid balance at the rates of 5.50% and 5.85%, respectively.
On November 1, 2017, the Entity entered into a loan agreement with Metropolitan Life Insurance Company for $118,000,000 due on December 1, 2027. This loan bears monthly interest at a rate of 4.75%.
On September 22, 2017, the Entity entered into an agreement for an issuance and sale Series A Senior Notes of $65,000,000 due on September 22, 2024, and Series B Senior Notes of $60,000,000 due on September 22, 2027. Each Series A Note and Series B Note bear interest on the unpaid balance of such Series A Note and Series B Note at the rates of 5.03% and 5.31%, respectively, per annum payable semiannually on the September 22 and March 22 of each year.
On July 27, 2016, the Entity entered into a 10-year loan agreement with Metropolitan Life Insurance Company (“MetLife”) for a total amount of $150,000,000 due on August 2026. The proceeds of both of the aforementioned credit facilities were used to settle the Entity’s debt with Blackstone which matured on August 1, 2016.
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The long-term debt is comprised by the following notes:
Loan | Amount | Annual interest rate | Monthly amortization | Maturity | September 30, 2023 (Unaudited) | December 31, 2022 | ||||||||||||||||||
MetLife 10-year | 150,000,000 | 4.55% | (1) | August 2026 | $ | 144,877,457 | $ | 146,723,915 | ||||||||||||||||
Series A Senior Note | 65,000,000 | 5.03% | (3) | September 2024 | 65,000,000 | 65,000,000 | ||||||||||||||||||
Series B Senior Note | 60,000,000 | 5.31% | (3) | September 2027 | 60,000,000 | 60,000,000 | ||||||||||||||||||
Series A Senior Note | 45,000,000 | 5.50% | (3) | May 2025 | 45,000,000 | 45,000,000 | ||||||||||||||||||
Series B Senior Note | 45,000,000 | 5.85% | (3) | May 2028 | 45,000,000 | 45,000,000 | ||||||||||||||||||
MetLife 10-year | 118,000,000 | 4.75% | (2) | December 2027 | 116,551,550 | 117,867,109 | ||||||||||||||||||
MetLife 8-year | 26,600,000 | 4.75% | (1) | August 2026 | 25,725,410 | 26,041,321 | ||||||||||||||||||
Series RC Senior Note | 70,000,000 | 5.18% | (4) | June 2029 | 70,000,000 | 70,000,000 | ||||||||||||||||||
Series RD Senior Note | 15,000,000 | 5.28% | (5) | June 2031 | 15,000,000 | 15,000,000 | ||||||||||||||||||
Vesta ESG Global bond 35/8 05/31 | 350,000,000 | 3.63% | (6) | May 2031 | 350,000,000 | 350,000,000 | ||||||||||||||||||
937,154,417 | 940,632,345 | |||||||||||||||||||||||
Less: Current portion | (4,754,756 | ) | (4,627,154 | ) | ||||||||||||||||||||
Less: Direct issuance cost | (9,010,603 | ) | (10,132,759 | ) | ||||||||||||||||||||
Total Long-term debt | $ | 923,389,058 | $ | 925,872,432 |
(1) | On July 22, 2016 the Entity entered into a 10-year loan agreement with MetLife, interest on this loan is paid on a monthly basis. On March 2021, under this credit facility, an additional loan was contracted for $26,600,000 bearing interest on a monthly basis at a fixed interest rate of 4.75%. Principal amortization over the two loans will commence on September 1, 2023. This credit facility is guaranteed with 48 of the Entity’s properties. |
(2) | On November 1, 2017, the Entity entered into a 10-year loan agreement with Metlife, interest on this loan is paid on a monthly basis. The loan bears monthly interest only for 60 months and thereafter monthly amortizations of principal and interest until it matures on December 1, 2027. This loan is secured by 21 of the Entity’s investment properties under a Guarantee Trust. |
(3) | Series A Senior Notes and Series B Senior Notes are not secured by investment properties of the Entity. The interest on these notes is paid on a monthly basis. |
(4) | On June 25, 2019, the Entity entered into a 10-year senior notes series RC to financial institutions, interest on these loans is paid on a semiannual basis December 14, 2019. The note payable matures on June 14, 2029. Five of its subsidiaries are joint obligators under these notes payable. |
(5) | On June 25, 2019, the Entity entered into a 12-year note payable to financial institutions, interest on these loans is are paid on a semiannual basis beginning December 14, 2019. The note payable matures on June 14, 2031. Five of its subsidiaries are joint obligators under these notes payable. |
(6) | On May 13, 2021, the Entity offered $350,000,000 Senior Notes, Vesta ESG Global bond 35/8 05/31 with maturity on May 13, 2031. Interest is paid on a semiannual basis. The cost incurred for this issuance was $7,746,222. |
These credit agreements require the Entity to maintain certain financial ratios (such as Cash-on-Cash and debt
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Service coverage ratios) and to comply with certain affirmative and negative covenants. The Entity is in compliance with these covenants as of September 30, 2023.
The credit agreements also entitle MetLife to withhold certain amounts deposited by the Entity in a separate fund as guarantee deposits for the debt service and tenants guarantee deposits of the Entity’s investment properties pledged as collateral. Such amounts are presented as guaranteed deposit assets in the condensed consolidated interim statement of financial position.
11. | Capital stock |
1. | Capital stock as of September 30, 2023 and December 31, 2022 is as follows: |
September 30, 2023 (Unaudited ) | December 31, 2022 | |||||||||||||||
Number of shares | Amount | Number of shares | Amount | |||||||||||||
Fixed capital | ||||||||||||||||
Series A | 5,000 | $ | 3,696 | 5,000 | $ | 3,696 | ||||||||||
Variable capital | ||||||||||||||||
Series B | 827,604,128 | 567,127,254 | 679,697,740 | 480,620,223 | ||||||||||||
Total | 827,609,128 | $ | 567,130,950 | 679,702,740 | $ | 480,623,919 |
2. | Shares in treasury |
As of September 30, 2023 and December 31, 2022 total shares in treasury area as follows:
September 30, 2023 (Unaudited) | December 31, 2022 | |||||||
Shares in treasury (1) | 5,721,638 | 10,077,405 | ||||||
Shares in long term incentive plan trust (2) | 8,665,670 | 8,456,290 | ||||||
Total share in treasury | 14,377,308 | 18,533,695 |
(1) | Treasury shares are not included in the Total Capital Stock of the Entity, they represent the total stock outstanding under the repurchase program approved by the resolution of the general ordinary stockholders meeting on March 13, 2020. |
(2) | Shares in long-term incentive plan trust are not included in the Total Capital Stock of the Entity. The trust was established in 2018 in accordance with the resolution of the general ordinary stockholders meeting on January 6, 2015 as the 20-20 Long Term Incentive Plan, this compensation plan was extended for the period 2021 to 2025, “Long Term Incentive Plan” by a resolution of the general ordinary stockholders meeting on March 13, 2020. Such trust was created by the Entity as a vehicle to distribute shares to employees under the mentioned incentive plan (see Note 17) and is consolidated by the Entity. The shares granted to the eligible executives and deposited in the trust accrue dividends for the employee any time the ordinary shareholders receive dividends and those dividends do not need to be returned to the Entity if the executive forfeits the granted shares. |
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3. | Fully paid ordinary shares |
Number of shares | Capital stock | Additional paid-in capital | ||||||||||
Balance as of January 1, 2022 | 684,252,628 | $ | 482,858,389 | $ | 466,230,183 | |||||||
Vested shares | 4,161,111 | 2,014,895 | 5,800,995 | |||||||||
Repurchase of shares | (8,710,999 | ) | (4,249,365 | ) | (11,353,944 | ) | ||||||
Balance as of December 31, 2022 | 679,702,740 | $ | 480,623,919 | $ | 460,677,234 | |||||||
Vested shares | 4,156,388 | 2,204,586 | 8,048,945 | |||||||||
Equity issuance | 143,750,000 | 84,302,445 | 338,375,392 | |||||||||
Balance as of September 30, 2023 (unaudited) | 827,609,128 | $ | 567,130,950 | $ | 807,101,571 |
4. | Dividend payments |
Pursuant to a resolution of the general ordinary stockholders meeting on March 30, 2023, the Entity declared a dividend of $60,307,042, approximately $0.08782 per share. The dividend will be paid in four equal installments of $15,076,761 due on April 17, 2023, July 15, 2023, October 15, 2023 and January 15, 2024. As of September 30, 2023, the unpaid dividends are $30,153,522.
The first installment of the 2023 declared dividends, paid on April 17, 2023, was approximately $0.0218 per share, for a total dividend of $15,076,761.
The second installment of the 2023 declared dividends, paid on July 17, 2023, was approximately $0.0180 per share, for a total dividend of $15,076,761.
Pursuant to a resolution of the general ordinary stockholders meeting on March 24, 2022, the Entity declared a dividend of $57,432,777, approximately $0.08306 per share. The dividend was paid in four equal installments of $14,358,194 due on April 15, 2022, July 15, 2022, October 15, 2022 and January 15, 2023. As of December 31, 2022, the unpaid dividends were $14,358,194.
The first installment of the 2022 declared dividends, paid on April 15, 2022, was approximately $0.0207 per share, for a total dividend of $14,358,194.
The second installment of the 2022 declared dividends, paid on July 15, 2022, was approximately $0.02086 per share, for a total dividend of $14,358,194.
The third installment of the 2022 declared dividends, paid on October 15, 2022, was approximately $0.02086 per share, for a total dividend of $14,358,194.
The fourth and last installment of the 2022 declared dividends, paid on January 15, 2023, was approximately $0.02086 per share, for a total dividend of $14,358,194.
5. | Earnings per share |
For the nine-month period ended | For the three-month period ended | |||||||||||||||
September 30, 2023 (Unaudited) | September 30, 2022 (unaudited) | September 30, 2023 (Unaudited) | September 30, 2022 (unaudited) | |||||||||||||
Basic earnings per share: | ||||||||||||||||
Earnings attributable to ordinary share to outstanding | $ | 202,807,712 | $ | 164,931,236 | $ | 76,218,128 | $ | 61,974,477 | ||||||||
Weighted average number of ordinary shares outstanding | 730,196,124 | 683,633,759 | 821,359,128 | 679,745,465 | ||||||||||||
Basic earnings per share | $ | 0.2777 | $ | 0.2413 | $ | 0.0928 | $ | 0.0912 |
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For the nine-month period ended | For the three-month period ended | |||||||||||||||
September 30, 2023 (Unaudited) | September 30, 2022 (unaudited) | September 30, 2023 (Unaudited) | September 30, 2022 (unaudited) | |||||||||||||
Diluted earnings per share: | ||||||||||||||||
Earnings attributable to ordinary shares outstanding and shares in Incentive Plan Trust | $ | 202,807,712 | $ | 164,931,236 | $ | 76,218,128 | $ | 61,974,477 | ||||||||
Weighted average number of ordinary shares plus shares in Incentive Plan trust | 741,922,679 | 695,063,086 | 833,707,935 | 691,894,891 | ||||||||||||
Diluted earnings per share | $ | 0.2734 | $ | 0.2373 | $ | 0.0914 | $ | 0.0896 |
12. | Rental income |
For the nine-month period ended | For the three-month period ended | |||||||||||||||
September 30, 2023 (Unaudited) | September 30, 2022 (Unaudited) | September 30, 2023 (Unaudited) | September 30, 2022 (Unaudited) | |||||||||||||
Rents | $ | 147,287,405 | $ | 123,997,898 | $ | 51,613,071 | $ | 42,809,466 | ||||||||
Reimbursable building services | 10,267,927 | 6,603,443 | 4,147,026 | 2,698,577 | ||||||||||||
Total rental income | $ | 157,555,332 | $ | 130,601,341 | $ | 55,760,097 | $ | 45,508,043 |
13. | Property operating costs and administration expenses |
1. | Property operating costs consist of the following: |
a. | Direct property operating costs from investment properties that generate rental income during the period: |
For the nine-month period ended | For the three-month period ended | |||||||||||||||
September 30, 2023 (Unaudited) | September 30, 2022 (Unaudited) | September 30, 2023 (Unaudited) | September 30, 2022 (Unaudited) | |||||||||||||
Real estate tax | $ | 1,888,429 | $ | 1,334,014 | $ | 712,580 | $ | 446,788 | ||||||||
Insurance | 712,438 | 521,948 | 316,808 | 175,710 | ||||||||||||
Maintenance | 1,366,211 | 1,018,868 | 539,544 | 404,779 | ||||||||||||
Structural maintenance accrual | 83,632 | 85,239 | 28,929 | 30,777 | ||||||||||||
Other property related expenses | 6,274,959 | 3,160,043 | 2,846,962 | 1,284,500 | ||||||||||||
$ | 10,325,669 | $ | 6,120,112 | $ | 4,444,823 | $ | 2,342,554 |
b. | Direct property operating costs from investment property that do not generate rental income during the period: |
For the nine-month period ended | For the three-month period ended | |||||||||||||||
September 30, 2023 (Unaudited) | September 30, 2022 (Unaudited) | September 30, 2023 (Unaudited) | September 30, 2022 (Unaudited) | |||||||||||||
Real estate tax | $ | 440,326 | $ | 224,950 | $ | 172,233 | $ | 70,548 | ||||||||
Insurance | 19,849 | 23,963 | 10,531 | 7,615 | ||||||||||||
Maintenance | 357,757 | 272,554 | 173,384 | 119,704 | ||||||||||||
Other property related expenses | 2,228,501 | 1,025,591 | 1,044,310 | 393,680 | ||||||||||||
3,046,433 | 1,547,058 | 1,400,458 | 591,547 | |||||||||||||
Total property operating costs | $ | 13,372,102 | $ | 7,667,170 | $ | 5,845,280 | $ | 2,934,101 |
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2. | General and administrative expenses consist of the following: |
For the nine-month period ended | For the three-month period ended | |||||||||||||||
September 30, 2023 (Unaudited) | September 30, 2022 (Unaudited) | September 30, 2023 (Unaudited) | September 30, 2022 (Unaudited) | |||||||||||||
Employee annual salary plus short-terms benefits | $ | 12,436,861 | $ | 10,347,765 | $ | 4,241,595 | $ | 3,264,076 | ||||||||
Auditing, legal and consulting expenses | 1,543,483 | 708,426 | 897,584 | 242,004 | ||||||||||||
Property appraisal and other fees | 426,232 | 508,761 | 148,440 | 172,680 | ||||||||||||
Marketing expenses | 564,959 | 699,252 | 277,065 | 212,246 | ||||||||||||
Other | 77,442 | 146,213 | (296,812 | ) | 3,740 | |||||||||||
15,048,977 | 12,410,417 | 5,267,872 | 3,894,746 | |||||||||||||
Depreciation | 1,010,954 | 1,085,173 | 265,962 | 405,601 | ||||||||||||
Long-term incentive plan and Equity plus - Note 17.4 | 6,280,391 | 4,971,602 | 1,786,611 | 1,635,247 | ||||||||||||
Total general and administrative expenses | $ | 22,340,322 | $ | 18,467,192 | $ | 7,320,445 | $ | 5,935,594 |
14. | Finance Cost |
For the nine-month period ended | For the three-month period ended | |||||||||||||||
September 30, 2023 (Unaudited) | September 30, 2022 (Unaudited) | September 30, 2023 (Unaudited) | September 30, 2022 (Unaudited) | |||||||||||||
Interest on loans and others | $ | 33,626,366 | $ | 32,948,226 | $ | 11,283,518 | $ | 11,328,934 | ||||||||
Loan prepayment fees | 1,122,156 | 1,170,165 | 112,374 | 454,338 | ||||||||||||
Total | $ | 34,748,522 | $ | 34,118,391 | $ | 11,395,892 | $ | 11,783,272 |
15. | Income taxes |
The Entity is subject to Current Income Tax (“ISR”). The rate of ISR was 30%.
Income tax expense is recognized at an amount determined by multiplying the profit before tax for the interim reporting period by management’s best estimate of the weighted-average annual income tax rate expected for the full financial year, adjusted for the tax effect of certain items recognized in full in the interim period. As such, the effective tax rate in the interim financial statements may differ from management’s estimate of the effective tax rate for the annual financial statements.
The Entity’s consolidated effective tax rate for the nine-month period and the three-month period ended September 30, 2023 was 28% and 41.8%, respectively(nine-month period and three-month period ended September 30, 2022 was 24% and 30.1%, respectively). The change in effective tax rate was caused mainly by the difference in exchange rates used in for the conversion of tax balances and foreign operation into US dollar.
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16. | Transactions and balances with related parties |
Compensation of key management personnel
The remuneration of Entity’s management and key executives is determined by the remuneration committee taking in to account the individual performance of the officer and market trends. The performance bonus elected into share-based compensation includes a 20% premium (Equity plus).
The following table details the general and administrative expense of the annual salary plus short-term benefits as well as the Long-term incentive plan and Equity plus that are reflected in the general and administrative expense of the Entity:
For the nine-month period ended | For the three-month period ended | |||||||||||||||
September 30, 2023 (Unaudited) | September 30, 2022 (Unaudited) | September 30, 2023 (Unaudited) | September 30, 2022 (Unaudited) | |||||||||||||
Short-term benefits | $ | 5,058,489 | $ | 4,561,286 | $ | 1,665,982 | $ | 1,348,314 | ||||||||
Share-based compensation expense | 6,280,391 | 4,971,602 | 1,786,611 | 1,635,247 | ||||||||||||
$ | 11,338,880 | $ | 9,532,888 | $ | 3,442,594 | $ | 2,983,561 | |||||||||
Number of key executives | 23 | 22 | 23 | 22 |
17. | Share-based payment |
17.1 | Share units granted during the period |
Vesta Long Term Incentive Plan - a total of 3,763,449 and 3,760,851 shares were granted during the nine-month periods ended September 30, 2023 and 2022, respectively.
17.2 | Share units vested during the period |
A total of 4,156,388 and 4,157,024 shares vested during the nine-month periods ended September 30, 2023 and 2022, respectively under the Vesta Long Term Incentive Plan and the short-term incentive plan.
17.3 | Share awards outstanding at the end of the period |
As of September 30, 2023 and December 31, 2022, there are 8,655,670 (unaudited) and 8,456,290 shares outstanding with a weighted average remaining contractual life of 24 months.
17.4 | Compensation expense recognized |
The long-term incentive expense for the Nine Months ended September 30, 2023 and 2022 was as follows:
For the nine-month period ended | For the three-month period ended | |||||||||||||||
September 30, 2023 (Unaudited) | September 30, 2022 (Unaudited) | September 30, 2023 (Unaudited) | September 30, 2022 (Unaudited) | |||||||||||||
Vesta 20-20 Incentive Plan | $ | 6,280,391 | $ | 4,971,602 | $ | 1,786,611 | $ | 1,635,247 |
Compensation expense related to these plans will continue to be accrued through the end of the service period.
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18. | Interest rate risk management |
The Entity minimizes its exposure to interest rate risk by borrowing funds at fixed rates or entering into interest rate swap contracts where funds are borrowed at floating rates. This minimizes interest rate risk together with the fact that properties owned by the Entity generate a fixed income in the form of rental income which is indexed to inflation.
19. | Litigation and commitments |
Litigation
In the ordinary course of business, the Entity is party to various legal proceedings. The Entity is not involved in any litigation or arbitration proceeding for which the Entity believes it is not adequately insured or indemnified, or which, if determined adversely, would have a material adverse effect on the Entity or its financial position, results of operations or cash flows.
Commitments
All rights to construction, improvements and infrastructure built by the Entity in the Queretaro Aerospace Park and in the DSP Park automatically revert back to the government of the State of Queretaro and to Nissan at the end of the concessions, which is approximately in 42 and 35 years, respectively.
20. | Events after the reporting period |
The third installment of the 2023 declared dividends was paid on October 16, 2023, was approximately $0.0182 per share, for a total dividend of $15,076,761.
21. | Condensed consolidated interim financial statements issuance authorization |
The accompanying condensed consolidated interim financial statements were approved by the Board of Directors on October 19, 2023.
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