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6-K 1 dp210312_6k.htm FORM 6-K

 

 

 

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of April 2024

 

Commission File Number: 001-41730

 

Corporación Inmobiliaria Vesta, S.A.B. de C.V.

(Exact name of registrant as specified in its charter)

 

Paseo de los Tamarindos No. 90,

Torre II, Piso 28, Col. Bosques de las

Lomas

Cuajimalpa, C.P. 05120

Mexico City

United Mexican States

+52 (55) 5950-0070

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

 

Form 20-F

X

  Form 40-F  

 

 

 

 

TABLE OF CONTENTS

 

EXHIBIT  
99.1 Press release dated April 25, 2024 – Vesta Q1 2024 Earnings Results
99.2 Unaudited Condensed Consolidated Interim Financial Statements as of March 31, 2024 and 2023 (unaudited)

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

    Corporación Inmobiliaria Vesta, S.A.B. de C.V.
     
     
      By: /s/ Juan Felipe Sottil Achutegui
        Name: Juan Felipe Sottil Achutegui
        Title: Chief Financial Officer

 

Date: April 25, 2024

 

 
EX-99.1 2 dp210312_ex9901.htm EXHIBIT 99.1

Exhibit 99.1

 

 

 

Q1

 

2024

EARNINGS RESULTS

 

Conference Call

 

Friday, April 26, 2024

9:00 a.m. (Mexico City Time)

11:00 a.m. (Eastern Time)

 

To participate in the conference call please connect via webcast or by dialing:

 

International Toll-Free: +1 (888) 350-3870
International Toll: +1 (646) 960-0308
International Numbers:  https://events.q4irportal.com/custom/access/2324/
Participant Code: 1849111
   
Webcast: https://events.q4inc.com/attendee/715377601

 

The replay will be available two hours after the call has ended and can be accessed from Vesta’s IR website.

 

 

Juan Sottil

CFO

+52 55 5950-0070 ext. 133

jsottil@vesta.com.mx

Fernanda Bettinger

IRO

+52 55 5950-0070 ext. 163

mfbettinger@vesta.com.mx

investor.relations@vesta.com.mx

Barbara Cano

InspIR Group

+1 (646) 452-2334

barbara@inspirgroup.com

 

 

Mexico City, April 25, 2024 – Corporación Inmobiliaria Vesta S.A.B. de C.V., (“Vesta”, or the “Company”) (BMV: VESTA; NYSE: VTMX), a leading industrial real estate company in Mexico, today announced results for the first quarter ended March 31, 2024. All figures included herein were prepared in accordance with International Financial Reporting Standards (IFRS), which differs in certain significant respects from U.S. GAAP. This information should be read in conjunction with, and is qualified in its entirety by reference to, our consolidated financial statements, including the notes thereto. Vesta’s financial results are stated in US dollars unless otherwise noted.

 

Q1 2024 Highlights

 

· Vesta delivered outstanding financial results for the first quarter 2024, achieving US$ 60.6 million in total income; a 21.3% year over year increase. Q1 2024 Adjusted NOI margin and Adjusted EBITDA margin reached 96.0% and 84.7%, respectively. Vesta FFO ended Q1 2024 at US$ 40.4 million; a 32.4% increase compared to US$ 30.5 million in Q1 2023.

 

· First quarter 2024 leasing activity reached 2.0 million sf: 1.2 million sf in new contracts- including a pre-lease with Latin America’s largest e-commerce company and longtime Vesta client- among others, and 0.8 million sf in lease renewals. Vesta’s first quarter 2024 total portfolio occupancy reached 94.0%, while stabilized and same-store occupancy reached 97.1% and 97.4%, respectively.

 

· During the first quarter 2024, Vesta preleased 845,957 sf within its Vesta Park Punta Norte building in Mexico City to one of the largest e-commerce Companies in Latin America, underscoring Vesta’s leadership position and success in building a strong presence within Mexico’s key metropolitan areas.

 

· Trailing twelve-month renewals and re-leasing reached 4.1 million sf with a weighted average spread of 8.0%. Same-store NOI increased by 5.6% year on year.

 

· New construction during the quarter exceeded 1.0 million sf: Vesta began construction on three new buildings in Monterrey and one in Queretaro for Vesta´s longtime client Safran, aligned with the Company’s growth plan and reflecting strong market dynamics. Vesta’s current construction in progress reached 4.1 million sf by the end of the first quarter 2024, representing a US$ 344.5 million estimated investment and a 10.1% yield on cost, in markets including Mexico City, Ciudad Juarez, Monterrey and Bajio region.

 

· Vesta achieved 28% of its ESG Bond KPIs related to the portfolio’s green certified GLA, by year end 2023, exceeding its targeted 2031 timeframe. This was achieved through the Company´s focus on GLA certification for existing properties and by the accelerated portfolio growth in recent years. Vesta continues to monitor these KPIs, as any asset sales or changes to the portfolio composition can impact this metric.

 

· Vesta sold a non-strategic land lease property in the Bajio for US $780,000 during the first quarter 2024 as part of the Company’s strategy to opportunistically recycle non-strategically relevant assets.

 

 


Financial Indicators (million) Q1 2024 Q1 2023 Chg. %
Total Rental Income 60.6 49.9 21.3
Total Revenues (-) Energy 59.7 49.6 20.5
Adjusted NOI 57.4 47.8 20.1
Adjusted NOI Margin % 96.0% 96.4%  
Adjusted EBITDA 50.6 42.1 20.2
Adjusted EBITDA Margin % 84.7% 84.9%  
EBITDA Per Share 0.0572 0.0606 (5.6)
Total Comprehensive Income 124.0 59.1 109.8
Vesta FFO 40.4 30.5 32.4
Vesta FFO Per Share 0.0456 0.0439 3.9
Vesta FFO (-) Tax Expense 33.4 9.7 242.9
Vesta FFO (-) Tax Expense Per Share 0.0377 0.0140 169.1
Diluted EPS 0.1402 0.0851 64.6
Shares (average) 884.8 694.3 27.4

 

· First quarter 2024 revenue reached US$ 60.6 million; a 21.3% year on year increase from US$ 49.9 million in the first quarter 2023 primarily due to US$ 8.9 million in new revenue-generating contracts and a US$ 2.1 million inflationary benefit on first quarter 2024 results.

 

· First quarter 2024 Adjusted Net Operating Income (Adjusted NOI) 1 increased 20.1% to US$ 57.4 million, compared to US$ 47.8 million in the first quarter 2023. The first quarter 2024 Adjusted NOI margin was 96.0%; a 35-basis-point year on year decrease due to increased property-related costs.

 

· First quarter 2024 Adjusted EBITDA 2 increased 20.1% to US$ 50.6 million, as compared to US$ 42.1 million in the first quarter 2023. The Adjusted EBITDA margin was 84.7%; a 21-basis-point decrease primarily due to increased administrative expenses during the quarter.

 

· First quarter 2024 Vesta funds from operations (Vesta FFO) increased by 32.4% to US$ 40.4 million, from US$ 30.5 million in 2023. Vesta FFO per share was US$ 0.0456 for the first quarter 2024 compared with US$ 0.0439 for the same period in 2023; a 3.9% increase resulting from an increase in Adjusted EBITDA, while interest expenses and current tax for the quarter decreased. First quarter 2024 Vesta FFO excluding current tax was US$ 33.4 million compared to US$ 9.7 million in the first quarter 2023, due to higher profit, lower interest expense and lower current taxes in the first quarter 2024 relative to the same period in 2023.

 

· First quarter 2024 total comprehensive gain was US$ 124.0 million, versus US$ 59.1 million in the first quarter 2023. This increase was primarily due to increased revenues and a higher gain on the revaluation of investment properties during the quarter.

 

· The total value of Vesta’s investment property portfolio was US$ 3.4 billion as of March 31, 2024; a 4.4% increase compared to US$ 3.2 billion at the end of March 31, 2023.

 

 

 

1 Adjusted NOI and Adjusted NOI Margin calculations have been modified, please refer to Notes and Disclaimers

2 Adjusted EBITDA and Adjusted EBITDA Margin calculations have been modified, please refer to Notes and Disclaimers 2024 began with a strong start.

 

3 


Letter from the CEO

 

2024: FOCUSED ON EXECUTION AND ON DELIVERING STRONG RESULTS

 

We continue to see unprecedented demand for industrial real estate in Mexico. Exports reached record highs and promising government initiatives are focused on addressing energy, labor and infrastructure challenges to ensure our country takes advantage of this tremendous opportunity.

 

Irrespective of the election outcomes in Mexico and the US, both countries feature robust institutional frameworks while the US leads the G7 in strength and economic growth. Both countries also benefit from a resurgence in overall consumer confidence. Meanwhile, after a four-year hiatus, Mexico reappeared within Kearney’s 2024 FDI Confidence Index- placing 21st among 25 countries. The report therefore reflects substantial investor optimism, projecting significant growth potential over the next three years. Regardless of the outcome, Vesta’s unwavering focus remains the same: our sights are on continuing to improve Vesta’s future.

 

According to Mexico’s Economy Ministry (Secretaría de Economía/SE), more than US $31.5 billion in FDI was pledged to Mexico during January, February and the first half of March— with $5.67 billion in the first 15 days of March alone. The data collected by the SE highlights the significance of these investments, not only in terms of capital infusion but also in job creation. 75 announced projects are expected to generate approximately 39,192 new jobs over the next two to three years, providing a substantial boost to Mexico's economy.

 

Vesta´s leasing activity reached 2.0 million square feet in the first quarter; 1.2 million square feet of which resulted from new leases, with a leading Latin American e-commerce company among them, almost 1 million sf of releasing and renewals, and releasing spreads which reached 8.0%. Stabilized occupancy reached 97.1% during the quarter, with a strong and geographically diverse client base and balanced sector exposure.

 

Our development portfolio is 4.1 million sq ft, and we began on more than 1.0 million square feet in construction, with three new buildings in Monterrey and one in Queretaro. We also sold a non-strategic land lease property in the Bajio during the quarter for US $780,000, aligned with Vesta’s opportunistic asset recycling strategy.

 

Q1 2024 revenues were 21.3% higher year over year, while adjusted NOI and EBITDA margins were 96.0% and 84.7%, respectively. Vesta FFO reached US$ 40.4 million, a 32.4% year on year increase.

 

Our focus during the quarter therefore remained on delivering strong results while designing a comprehensive long-term strategy characterized by the disciplined growth and sustained profitability for which Vesta is known. This ensures we’ll consistently deliver stakeholder value- focused on our commitment to continued value creation.

 

 

 

Lorenzo D. Berho

 

CEO

 

4 


First Quarter Financial Summary

 

Consolidated Statutory Accounts

 

Thank you for your continued support, The accompanying consolidated condensed interim financial statements have been prepared based on International Accounting Standards (IFRS), which differs in certain significant respects from U.S. GAAP. This information should be read in conjunction with, and is qualified in its entirety by reference to, our financial consolidated statements, including the notes thereto and are stated in US dollars unless otherwise noted.

 

All consolidated financial statements have been prepared using an historical cost basis, excluding investment properties and financial instruments at the end of each reporting period. Historical cost is largely based on the fair value of the consideration given in exchange for assets. First quarter 2024 results are presented in comparison to the same period of the prior year and on an adjusted basis based on the same accounting rules.

 

Revenues

 

Consolidated Interim and Annual Statements of Profit and Other Comprehensive Income (million) Q1 2024 Q1 2023 Chg. %
Revenues      
Rental income 55.8 47.0 18.8
Reimbursable building services 3.5 2.3 55.9
Energy Income 0.8 0.4 125.4
Management Fees 0.4 0.3 0.0
Total Revenues 60.6 49.9 21.3
Total Operating Property Costs (4.5) (2.9) 55.0
Related to properties that generate rental income (3.8) (2.2) 69.1
Costs related to properties (2.4) (1.8) 32.3
Costs related to energy (1.4) (0.5) 215.2
Related to properties that did not generate rental income (0.7) (0.7) 7.6
Adjusted Net Operating Income 57.4 47.8 20.1

 

Vesta’s first quarter 2024 total revenues increased 21.3% to US$ 60.6 million in the first quarter 2024, from US$ 49.9 million in the first quarter 2023. The US$ 10.6 million rental revenue increase was primarily due to: [i] a US$ 8.9 million, or 17.9%, increase from space rented in the first quarter of 2024 which had previously been vacant in the first quarter of 2023; [ii] a US$ 2.1 million, or 4.1%, increase related to inflationary adjustments on rented property in the first quarter of 2024; [iii] a US$ 1.3 million increase in other income which represents reimbursements for expenses paid by Vesta on behalf of clients but not considered to be rental revenue; [iv] a US$ 0.7 million, or 1.3%, increase in rental income due to the conversion of peso-denominated rental income into US dollars; [v] a U$ 0.5 million increase in energy income from charges to tenants for their energy use; and [vi] a US$ 0.1 million management fee increase related to tenant improvements (TIs) to Vesta developments.

 

5 


Vesta’s first quarter 2024 rental revenue results were partially offset by: [i] a US$ 2.4 million, or 4.8%, decrease related to lease agreements which expired and were not renewed during the first quarter 2024; [ii] US$ 0.4 million, or 0.8%, from properties sold during the first quarter; and [iii] US$ 0.03 million, or 0.1%, decrease related to lease agreements which were renewed during the first quarter 2024 at a lower rental rate in order to retain certain client relationships.

 

87.8% of Vesta’s first quarter 2024 rental revenues were US dollar denominated and indexed to the US Consumer Price Index (CPI), an increase from 86.7% in the first quarter 2023. Contracts denominated in pesos are adjusted annually based on the equivalent Mexican Consumer Price Index, the “Indice Nacional de Precios al Consumidor” (INPC).

 

Property Operating Costs

 

Vesta’s first quarter 2024 total operating costs reached US$ 4.5 million, compared to US$ 2.9 million in the first quarter 2023; a US$ 1.6 million, or 55.0%, increase due to increased costs related to both rental income generating and non-rental income generating properties.

 

During the first quarter 2024, costs related to investment properties generating rental revenues amounted to US$ 3.8 million, compared to US$ 2.2 million for the same period in 2023. This was primarily attributable to an increase in costs related to energy which increased to US$ 1.4 million in first quarter 2024, from US$ 0.5 million in first quarter 2023 while other costs related to properties increased to US$ 2.4 million in the first quarter 2024, from US$ 1.8 million in first quarter 2023 due to an increase in insurance, property tax and other property costs.

 

Costs from investment properties which did not generate rental revenues during the first quarter 2024 increased by US$ 0.05 million remaining in US$ 0.7 million. This was primarily due to an increase in insurance and other property expenses and was partially offset by a decrease in property taxes and maintenance.

 

Adjusted Net Operating Income (Adjusted NOI) 3

 

First quarter Adjusted Net Operating Income increased 20.1% to US$ 57.4 million year on year with a 35-basis-point NOI margin decrease, to 96.0%, this increase was due to higher rental income excluding energy income, while costs excluding energy increased during the quarter, resulting in a lower margin.

 

General and Administrative Expenses

 

Consolidated Interim and Annual Statements of Profit and Other Comprehensive Income (million) Q1 2024 Q1 2023 Chg. %
General and Administrative Expenses (8.2) (7.8) 5.0
Stock- based Compensation Expenses 2.1 2.8 (23.1)
Depreciation (0.3) (0.4) (11.2)
Adjusted EBITDA 50.6 42.1 20.2

 

 

 

3 NOI and NOI Margin calculations have been modified, please refer to Notes and Disclaimers First quarter 2024 administrative expenses totaled US$ 8.2 million, compared to US$ 7.8 million in the first quarter of 2023; a 5.0% increase.

 

6 


The increase is due to peso appreciation relative to the same period last year and the increase in auditing, legal and consulting expenses subsequent to the Company’s capital raise and follow-on.

 

Expenses related to the share-based payment of Vesta’s compensation plan amounted to US$ 2.1 million for the first quarter of 2024. For more detailed information on Vesta’s expenses, please see Note 21 within the Company’s Financial Statements.

 

Depreciation

 

First quarter 2024 depreciation was US$ 0.3 million, compared to US$ 0.4 million in the first quarter of 2023. This was related to office space and office equipment depreciation during the quarter and the amortization of Vesta´s operating systems.

 

Adjusted EBITDA 4

 

First quarter 2024 Adjusted EBITDA increased 20.2% to US$ 50.6 million, from US$ 42.1 million in the first quarter 2023, while the EBITDA margin decreased 21-basis-points to 84.7%, as compared to 84.9% for the same period of last year. This margin decrease was due to higher costs and expenses during the first quarter 2024.

 

Other Income and Expense

 

Consolidated Interim and Annual Statements of Profit and Other Comprehensive Income (million) Q1 2024 Q1 2023 Chg. %
Other Income and Expenses      
Interest income 5.1 0.6 7.9
Other (expenses) income 0.9 0.3 2.5
Other net income (expense) energy (1.1) (0.3) na
Transaction cost on debt issuance 0.0 0.0 na
Interest expense (10.2) (11.6) (0.1)
Exchange gain (loss) 0.9 4.6 (0.8)
Gain from properties sold 0.3 0.0 na
Gain on revaluation of investment properties 107.3 10.8 9.0
Total other income (expenses) 103.1 4.3 23.1

 

Total first quarter 2024 other income reached US$ 103.1 million, compared to US$ 4.3 million in other income at the end of the first quarter 2023, an increase primarily due to increased interest income and higher gain on revaluation of investment properties.

 

 

 

4 EBITDA and EBITDA Margin calculations have been modified, please refer to Notes and Disclaimers

 

7 


First quarter 2024 interest income increased to US$ 5.1 million year on year, from US$ 0.6 million in the first quarter 2023, due to an increased cash position resulting from the Company's equity raise and follow-on as well as higher interest rates during the quarter.

 

First quarter 2024 other expense resulted in a US$ 0.9 million gain due to the net result of the Company’s other accounting expenses.

 

First quarter 2024 other net loss related to energy resulted in a US$ 1.1 million loss, this other net loss includes energy provided to companies that are not clients of Vesta.

 

First quarter 2024 interest expense increased to US$ 10.2 million, from US$ 11.6 million for the same quarter in 2023, reflecting a lower debt balance.

 

Vesta’s first quarter 2024 foreign exchange gain was US$ 0.9 million, compared to a US$ 4.6 million gain in first quarter 2023. This gain relates primarily to sequential currency movement in Vesta’s dollar-denominated debt balance during first quarter 2024 within WTN, the Company’s only subsidiary that uses the Mexican peso as its functional currency.

 

Vesta sold properties during the first quarter 2024, resulting in a US$ 0.3 million gain due to variations in the properties’ final valuation and the price for which they were sold.

 

First quarter 2024 valuation of investment properties resulted in a US$ 107.3 million gain, compared to a US$ 10.8 million gain in the first quarter of 2023. This year-on-year increase was due to an increase in the portfolio, recovered tenant improvement expenses and by increased market rents.

 

Profit Before Income Taxes

 

Consolidated Interim and Annual Statements of Profit and Other Comprehensive Income (million) Q1 2024 Q1 2023 Chg. %
Profit Before Income Taxes 150.6 43.1 249.4
Income Tax Expense (25.7) 12.2 na
Current Tax (7.0) (20.7) (0.7)
Deferred Tax (18.7) 33.0 (1.6)
Profit for the Period 124.9 55.3 na
Valuation of derivative financial instruments 0.0 0.0 na
Exchange differences on translating other functional currency operations (0.9) 3.8 (1.2)
Total Comprehensive Income for the period 124.0 59.1 1.1

 

Due to the above factors, first quarter 2024 profit before income tax reached US$ 150.6 million, compared to US$ 43.1 million for the same quarter last year.

 

Income Tax Expense

 

Vesta reported a US$ 25.7 million income tax expense, compared to a US$ 12.2 million income in the first quarter 2023. The first quarter 2024 current tax expense was US$ 7.0 million, compared to a US$ 20.7 million expense in first quarter 2023. This decrease is due to lower current taxes and decreased exchange rate related tax during the first quarter 2024.

 

8 


Deferred taxes primarily reflect: [i] the effect on the Company’s balance sheet of the exchange rate used to convert taxable assets from Mexican pesos (including the monetary value of Vesta’s investment properties and the amortized tax loss benefits ) into U.S. dollars at the end of the first quarter 2024 and 2023; [ii] the impact of an inflationary benefit on the tax base of the Company’s fiscal assets, in keeping with Mexican income tax laws; and, [iii] the recognition of the fair value of investment properties for accounting purposes, as tax assessed on these assets is based on their historical cost which is then appreciated.

 

First Quarter 2024 Profit

 

Due to the above, the Company’s first quarter 2024 profit was US$ 124.9 million, compared to US$ 55.3 million profit in the first quarter 2023.

 

Total Comprehensive Income (Loss) for the Period

 

Vesta closed the first quarter 2024 with US$ 124.0 million in total comprehensive income gain, compared to a US$ 59.1 million gain at the end of the first quarter of 2023, due to the above factors. This comprehensive income was partially offset by a US$ 0.9 million comprehensive loss in exchange differences on translating other functional currency operations.

 

Funds from Operations (FFO)

 

FFO Reconciliation (million)  Q1 2024 Q1 2023 Chg. %
Profit for the year 124.9 55.3 125.7
Gain on revaluation of investment properties (107.3) (10.8) 897.5
Gain in sell properties (0.3) 0.0 na
FFO 17.3 44.6 (61.2)
Stock- based Compensation Expenses 2.1 2.8 (23.1)
Exchange Gain (Loss) (0.9) (4.6) (81.4)
Depreciation 0.3 0.4 (11.2)
Other income (0.9) (0.3) 249.4
Other income energy 1.1 0.3 na
Energy 0.6 0.1 na
Interest income (5.1) (0.6) 794.1
Income Tax Expense 25.7 (12.2) (310.5)
Vesta FFO 40.4 30.5 32.4
Vesta FFO per share 0.0456 0.0439 3.9
Current Tax (7.0) (20.7) (66.3)
Vesta FFO (-) Tax Expense 33.4 9.7 242.9
Vesta FFO (-) Tax Expense per share 0.0377 0.0140 169.1

 

First quarter 2024 Vesta Funds from Operations (Vesta FFO) after tax expense resulted in a US$ 33.4 million, or US$ 0.0377 per share, gain compared with a US$ 9.7 million, or US$ 0.0140 per share, gain for first quarter 2023.

 

9 


Vesta FFO for the first quarter 2024 reached US$ 40.4 million; a 32.4% increase compared with US$ 30.5 million in first quarter 2023.

 

The current tax associated with the Company’s operations resulted in a US$ 7.0 million expense. The exchange-rate related portion of the current tax represented a US$ 1.7 million expense and the current operating tax represented a US$ 5.3 million expense.

 

Current Tax Expense Q1 2024
Operating Current Tax (5.3)
Exchange Rate Related Current Tax (1.7)
Total Current Tax Expense (7.0)

 

Capex

 

Investing activities during the first quarter of 2024 were primarily related to payments for works in progress in the construction of new buildings in the Northern, Bajio and Central regions, reflected in a US$ 47.6 million total expense.

 

Debt

 

As of March 31, 2024, the Company´s overall balance of debt was US$ 914.41 million, of which US$ 69.7 million is related to short-term liabilities and US$ 844.7 million is related to long-term liabilities. The secured portion of the debt is approximately 32.2% of total debt and is guaranteed by some of the Company’s investment properties, as well as by the related income derived from these properties. As of first quarter 2024, 100% of Vesta’s debt was denominated in US dollars and 100% of its interest rate was fixed.

 

Stabilized Portfolio

 

Vesta currently reports stabilized portfolio occupancy and same store occupancy as management believes these metrics are useful indicators of the performance of the Company’s operating portfolio. The additional metrics are intended to reflect market best practices and better enable the comparison of Vesta’s performance with the performance of its publicly traded industrial real estate peers.

 

The "operating portfolio" calculation includes properties which have reached 80% occupancy or have been completed for more than one year, whichever occurs first.

 

  Q1 2023   Q1 2024
Region Stabilized Portfolio Growth SF Stabilized Portfolio
SF % SF SF %
Central Mexico 7,178,604 21.7% 77,706 7,256,310 20.1%
Bajio 15,843,223 47.9% 1,888,549 17,731,773 49.1%
North 10,051,831 30.4% 1,042,305 11,094,136 30.7%
Total 33,073,658 100% 3,008,560 36,082,218 100%

 

10 


  Q1 2023 Q1 2024
  Occupancy SF % Total Occupancy SF % Total
Central Mexico 7,020,837 97.8% 7,194,137 99.1%
Bajio 14,905,452 94.1% 16,858,355 95.1%
North 10,051,831 100.0% 10,993,123 99.1%
Total 31,978,121 96.7% 35,045,615 97.1%

 

Same-Store Portfolio

 

Based on the updated calculation, this metric will only include properties within the Company’s portfolio which have been stabilized for the entirety of current and comparable periods. This amended definition is intended to reflect market best practices and aid in the comparison of Vesta’s performance with the performance of its publicly traded industrial real estate peers. Vesta has provided below a reconciliation of the updated definition versus the prior definition.

 

  Q1 2023   Q1 2024
Region Same Store Portfolio Growth SF Same Store Portfolio
SF % SF SF %
Central Mexico 6,991,487 22.5% 188,451 7,179,938 21.8%
Bajio 14,894,697 47.8% 883,563 15,778,261 47.8%
North 9,255,796 29.7% 790,539 10,046,335 30.4%
Total 31,141,980 100% 1,862,554 33,004,534 100%

 

  Q1 2023 Q1 2024
  Occupancy SF % Total Occupancy SF % Total
Central Mexico 6,833,720 97.7% 7,117,765 99.1%
Bajio 13,956,926 93.7% 15,074,827 95.5%
North 9,255,796 100.0% 9,945,322 99.0%
Total 30,046,442 96.5% 32,137,914 97.4%

 

11 


Total Portfolio

 

As of March 31, 2024, the Company’s portfolio was comprised of 214 high-quality industrial assets, with a total gross leased area (“GLA”) of 37.3 million sf (3.5 million square meters “m2”) and with 87.8% of the Company’s income denominated in US dollars. The majority of Vesta’s properties are located in markets representing the most significant economic growth in the country, such as the Northern, Central and Bajio regions. Vesta’s tenants are predominantly multinational companies, and the Company has balanced industry exposure to sectors such as e-commerce/online retail, food and beverage, automotive, aerospace and logistics, among others.

 

  Q4 2023 Q1 2024
Region Total Portfolio Growth SF Total Portfolio
SF % SF SF %
Central Mexico 7,256,310 19.5% 0 7,256,310 19.5%
Bajio 18,027,608 48.3% -64,583 17,963,025 48.2%
North 12,070,580 32.4% 0 12,070,580 32.4%
Total 37,354,498 100% -64,583 * 37,289,914 100%

 

Total Vacancy

 

Vesta’s property portfolio had a 6.0% vacancy rate as of March 31, 2024.

 

  Q4 2023 Q1 2024
  Vacant SF % Total Vacant SF % Total
Central Mexico 201,417 2.8% 62,173 0.9%
Bajio 1,051,227 5.8% 1,104,670 6.1%
North 1,225,772 10.2% 1,077,457 8.9%
Total 2,478,416 6.6% 2,244,300 6.0%

 

Projects Under Construction

 

Vesta is currently developing 4,133,189 sf (383,986 m2) in inventory and BTS buildings.

 

Projects under Construction
Project GLA (SF) GLA (m2) Investment (1)     (thousand USD) Type Expected Termination Date City Region
Juárez Oriente 3 279,022 25,922 23,530 Inventory Jul-24 Ciudad Juárez North Region
Juárez Oriente 4 226,257 21,020 17,535 Inventory Jul-24 Ciudad Juárez North Region
Juárez Oriente 5 210,800 19,584 16,651 BTS Jun-24 Ciudad Juárez North Region
Apodaca 5 557,560 51,799 40,184 Inventory Jul-25 Monterrey North Region
Apodaca 6 190,640 17,711 15,695 Inventory Apr-25 Monterrey North Region
Apodaca 7 202,179 18,783 17,106 Inventory Apr-25 Monterrey North Region
Aguascalientes 3 200,318 18,610 12,110 Inventory Jul-24 Aguascalientes Bajio Region
San Luis Potosí 4 262,532 24,390 15,799 Inventory Jul-24 SLP Bajio Region
Tres Naciones 10* 131,571 12,223 8,323 Inventory Dec-24 SLP Bajio Region
Thyssen Exp 77,717 7,220 5,668 BTS Jun-24 SMA Bajio Region
Querétaro 6* 214,760 19,952 12,326 BTS Jun-24 Querétaro Bajio Region
Querétaro 7 268,367 24,932 15,916 Inventory Sep-24 Querétaro Bajio Region
Safran Exp 81,158 7,540 4,446 BTS Nov-24 Querétaro Bajio Region
La Villa 213,065 19,794 32,098 Inventory May-24 Valle de México Central Region
Punta Norte 1 845,957 78,592 88,487 Inventory Dec-24 Valle de México Central Region
Punta Norte 2 171,286 15,913 18,650 Inventory Oct-24 Valle de México Central Region
Total 4,133,189 383,986 344,523        
(1) Investment includes proportional cost of land and infrastructure.    
* Adjusted to final leasing terms    

 

12 


Land Reserves

 

The Company had 28.4 million sf in land reserves as of March 31, 2024.

 

  December 31, 2023 March 31, 2024  
Region Gross Land Area (SF) Gross Land Area (SF) % Chg.
Tijuana 0 0 na
Monterrey 4,392,285 2,449,922 -44.2%
Juárez 0 0 na
San Luis Potosí 2,555,692 2,555,692 0.0%
Querétaro 5,209,421 4,701,268 -9.8%
Guanajuato 3,404,979 3,404,979 0.0%
Aguascalientes 11,628,775 11,628,775 0.0%
SMA 3,597,220 3,597,220 0.0%
Guadalajara 0 0 na
Puebla 92,548 92,548 0.0%
Mexico City 0 0 na
Total 30,880,920 28,430,403 -7.9%

 

13 


Subsequent Events

 

Dividends:

 

Vesta shareholders approved a US$ 64.7 million-dollar dividend at its Annual General Shareholders Meeting held on March 21, 2024, to be paid in quarterly installments at the closing exchange rate of the day prior to payment. The quarterly dividend per share will be determined based on the outstanding number of shares on the distribution date.

 

Dividend Payout (millions) 2023   2024
       
Plus (Loss)/ Minus (Profit) 291.8   381.6
Depreciation 1.5   1.6
Foreign Exchange Loss (Profit) -1.9   -8.9
Non-cash share compensation plan 2015 6.7   8.0
Gain (Loss) on revaluation of investment properties -185.5   -243.5
Gain in sell properties -5.0   0.5
Total Non-cash adjustments -184.3   -242.3
Available cash 107.5   139.3
Principal Payment -4.6   -4.6
Taxes Paid in Cash -14.8   -38.8
Maintenance Reserve -4.0   -3.5
Total Cash Adjustment -23.5   -46.9
Distributable Cash 84.1   92.4
Dividend Recommendation 60.3   64.7
Dividend Ratio 71.8%   70.0%

 

Vesta paid a cash dividend for the first quarter 2024 equivalent to PS$ 0.2915 per ordinary share on April 16, 2024. The dividend was paid through the S.D. Indeval S.A. de C.V. Institución para el Depósito de Valores (INDEVAL). This amount was provisioned within the Company’s financial statements at the end of the first quarter 2024 as dividends payable.

 

  Dividends per share
Q1 2023                           0.2915

 

14 


Appendix: Financial Tables

 

Consolidated Interim and Annual Statements of Profit and Other Comprehensive Income (million) Q1 2024 Q1 2023 Chg. %
Revenues      
Rental income 55.8 47.0 18.8
Reimbursable building services 3.5 2.3 55.9
Energy Income 0.8 0.4 125.4
Management Fees 0.4 0.3 0.0
Total Revenues 60.6 49.9 21.3
Total Operating Property Costs (4.5) (2.9) 55.0
Related to properties that generate rental income (3.8) (2.2) 69.1
Costs related to properties (2.4) (1.8) 32.3
Costs related to energy (1.4) (0.5) 215.2
Related to properties that did not generate rental income (0.7) (0.7) 7.6
Adjusted Net Operating Income 57.4 47.8 20.1
General and Administrative Expenses (8.2) (7.8) 5.0
Stock- based Compensation Expenses 2.1 2.8 (23.1)
Depreciation (0.3) (0.4) (11.2)
Adjusted EBITDA 50.6 42.1 20.2
Other Income and Expenses      
Interest income 5.1 0.6 7.9
Other (expenses) income 0.9 0.3 2.5
Other net income energy (1.1) (0.3) na
Transaction cost on debt issuance 0.0 0.0 na
Interest expense (10.2) (11.6) (0.1)
Exchange gain (loss) 0.9 4.6 (0.8)
Gain from properties sold 0.3 0.0 na
Gain on revaluation of investment properties 107.3 10.8 9.0
Total other income (expenses) 103.1 4.3 23.1
Profit Before Income Taxes 150.6 43.1 249.4
Income Tax Expense (25.7) 12.2 na
Current Tax (7.0) (20.7) (0.7)
Deferred Tax (18.7) 33.0 (1.6)
Profit for the Period 124.9 55.3 na
Valuation of derivative financial instruments 0.0 0.0 na
Exchange differences on translating other functional currency operations (0.9) 3.8 (1.2)
Total Comprehensive Income for the period 124.0 59.1 1.1
Shares (average) 874.2 683.9 23.3
Diluted EPS 0.1419 0.0864  

 

15 


Consolidated Statements of Financial Position (million) March 31, 2024 December 31, 2023
ASSETS    
CURRENT    
Cash and cash equivalents 445.1 501.2
Financial assets held for trading 0.0 0.0
Accounts receivable- net 43.5 33.9
Operating lease receivable 14.8 10.1
Due from related parties 0.0 0.0
Prepaid expenses 25.1 21.3
Guarantee deposits made 0.0 0.0
Total current assets 528.4 566.4
NON-CURRENT    
Investment properties 3353.9 3212.2
Leasing Terms 0.7 0.8
Office equipment - net 2.4 2.5
Derivative financial instruments 0.0 0.0
Guarantee Deposits made 10.2 10.2
Total non-current assets 3367.1 3225.8
     
TOTAL ASSETS 3895.6 3792.2
     
LIABILITIES AND SHAREHOLDERS' EQUITY    
CURRENT LIABILITIES    
Current portion of long-term debt 69.7 69.6
Financial leases payble-short term 0.6 0.6
Accrued interest 6.1 3.1
Accounts payable 20.2 13.2
Income tax payable 4.9 38.8
Dividends payable 64.7 15.2
Accrued expenses 4.6 7.1
Total current liabilities 170.8 147.6
NON-CURRENT    
Long-term debt 844.7 845.6
Financial leases payble-long term 0.1 0.3
Derivative financial instruments 0.0 0.0
Guarantee deposits received 25.6 25.7
Long-term accounts payble 7.9 7.7
Employees benefits 1.8 1.5
Deferred income taxes 296.2 276.9
Total non-current liabilities 1176.3 1157.7
     
TOTAL LIABILITIES 1347.1 1305.2
     
STOCKHOLDERS' EQUITY    
Capital stock 594.0 591.6
Additional paid-in capital 948.6 934.9
Retained earnings 1049.9 989.7
Share-base payments reserve (10.2) 3.7
Foreign currency translation (33.9) (33.0)
Valuation of derivative financial instruments 0.0 0.0
Total shareholders' equity 2548.4 2487.0
     
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 3895.6 3792.2

 

16 


Consolidated Statements of Cash Flows (million) March 31, 2024 March 31, 2023
Cash flow from operating activities:    
Profit before income taxes 150.6 43.1
Adjustments:    
Depreciation 0.2 0.2
Depreciation of right of use assets 0.1 0.1
Gain on revaluation of investment properties (107.3) (10.8)
Effect of foreign exchange rates (1.7) (4.6)
Interest income (5.1) (0.6)
Interest expense 9.3 11.2
Amortization debt issuance expenses 0.9 0.4
Expense recognized in respect of share-based payments 2.1 2.8
Gain in sale of investment property (0.3) 0.0
Employee Benefits 0.3 0.0
Income tax benefit from equity issuance costs 0.0 0.0
Working capital adjustments    
(Increase) decrease in:    
Operating leases receivables- net (4.7) (3.4)
Recoverable taxes 1.1 4.3
Guarantee Deposits made (0.5) 1.5
Prepaid expenses (14.5) 2.1
(Increase) decrease in:    
Accounts payable 7.2 9.0
Accrued expenses (2.4) (1.6)
Guarantee Deposits received (0.1) (0.2)
Interest received 5.1 0.6
Income Tax Paid (40.4) (22.5)
Net cash generated by operating activities 0.05 31.7
     
Cash flow from investing activities    
Purchases of investment property (47.6) (54.2)
Non-tenant reimbursements 14.4  
Sale of investment property 0.8 0.0
Acquisition of office furniture (0.0) (0.1)
Net cash used in investing activities (32.5) (54.3)
     
Cash flow from financing activities    
Interest paid (6.4) (7.1)
Loans obtained 0.0 0.0
Loans Paid (1.1) (1.2)
Cost of debt issuance 0.0 0.0
Dividends paid (15.2) (14.4)
Repurchase of treasury shares 0.0 0.0
Equity issuance 0.0 0.0
Costs of equity issuance 0.0 0.0
Payment of lease liabilities (0.2) (0.2)
Net cash (used in) generated by financing activities (22.9) (22.8)
     
Effects of exchange rates changes on cash (0.8) 4.5
Net Increase in cash and cash equivalents (56.1) (40.9)
Cash, restricted cash and cash equivalents at the beginning of period 501.2 139.9
Cash, restricted cash and cash equivalents at the end of period 445.1 98.9

 

17 


Consolidated Statements of Changes in Stockholders’ Equity (million) Capital Stock Additional Paid-in Capital Retained Earnings Share-based payment reserve Foreign Currency Translation Total Stockholders´ Equity
             
Balances as of January 1, 2023 480.6 460.7 733.4 6.0 (40.9) 1639.8
Vested shares 2.2 8.0 0.0 (10.3) 0.0 (0.0)
Share-based payments 0.0 0.0 0.0 2.8 0.0 2.8
Dividends declared 0.0 0.0 (60.3) 0.0 0.0 (60.3)
Repurchase of shares 0.0 0.0 55.3 0.0 3.8 59.1
Comprehensive income (loss) 0.0 0.0 0.0 0.0 0.0 0.0
Balances as of March 31, 2023 482.8 468.7 728.4 (1.5) (37.1) 1641.4
Balances as of January 31, 2024 591.6 934.9 989.7 3.7 (33.0) 2487.0
Equity issuance 0.0 0.0 (64.7) 0.0 0.0 (64.7)
Vested shares 0.0 0.0 0.0 2.1 0.0 2.1
Share-based payments 2.4 0.0 124.9 0.0 (0.9) 126.4
Dividends payments 0.0 13.7 0.0 (16.0) 0.0 (2.4)
Comprehensive income 0.0 0.0 0.0 0.0 0.0 0.0
Balances as of March 31, 2024 594.0 948.6 1049.9 (10.2) (33.9) 2548.4

 

18 


Notes and Disclaimers

 

Interim Consolidated Condensed Financial Statements: The figures presented within this release for the three-month periods ending March 31, 2024 and 2023 have not been audited.

 

Exchange Rate: The exchange rates used for the figures expressed in US dollars (US$) were:

 

                  Date Exchange Rate
Balance Sheet
March 31, 2023 18.105
March 31, 2024 16.678
Income Statement
Q1 2023 (average) 18.704
Q1 2024  (average) 16.995

 

“Adjusted EBITDA” as the sum of profit for the year adjusted by (a) total income tax expense (b) interest income, (c) other income, (d) other expense (e) finance costs, (f) exchange gain (loss) – net, (g) gain on sale of investment property, (h) gain on revaluation of investment property, (i) depreciation, (j) stock-based compensation expense (k) energy income and (l) energy costs during the relevant period

 

“Adjusted EBITDA margin” means Adjusted EBITDA divided by total revenues minus energy income.

 

“NOI” means the sum of Adjusted EBITDA plus general and administrative expenses, reversing the discrete depreciation expense impact in Adjusted EBITDA minus and stock-based compensation expense during the relevant period.

 

“Adjusted NOI” means the sum of NOI plus property operating costs related to properties that did not generate rental income during the relevant period minus energy costs.

 

“Adjusted NOI margin” means Adjusted NOI divided by total revenues minus energy income.

 

“FFO” means profit for the period, excluding: (i) gain on sale of investment property and (ii) gain on revaluation of investment property.

 

“Vesta FFO” means the sum of FFO, as adjusted for the impact of exchange gain (loss) - net, other income – net, other energy income net, interest income, total income tax expense, depreciation and stock-based compensation expense and equity plus.

 

Prior period: Unless otherwise stated, the comparison of operating and financial figures compares the same prior year period.

 

Percentages may not sum to total due to rounding.

 

Build to Suit (BTS): a building which is custom-made in design and construction in order to meet client-specific needs.

 

19 


Inventory buildings: buildings constructed in accordance with standard industry specifications, for those clients that do not require a BTS Building.

 

Analyst Coverage

 

In compliance with the internal regulation of the BMV, article 4.033.01 Frac. VIII, Vesta is covered by analysts at the following brokers:

 

· Barclays Bank Mexico, S.A.

 

· Bank of America

 

· BBVA Bancomer S.A.

 

· Bradesco BBI Research

 

· BTG Pactual US Capital LLC

 

· Casa de Bolsa Credit Suisse S.A. de C.V.

 

· Casa de Bolsa Santander S.A. de C.V.

 

· Citigroup Global Markets Inc.

 

· GBM Grupo Bursátil Mexicano S.A. de C.V.

 

· Grupo Financiero Interacciones S.A. de C.V.

 

· Grupo Signum, S.A. de C.V.

 

· Goldman Sachs

 

· Itaú Corretora de Valores S.A

 

· J.P. Morgan Casa de Bolsa, S.A. de C.V.

 

· Morgan Stanley

 

· Scotia Inverlat Casa de Bolsa S.A. de C.V.

 

About Vesta

 

Vesta is a real estate owner, developer and asset manager of industrial buildings and distribution centers in Mexico. As of March 31, 2024, Vesta owned 214 properties located in modern industrial parks in 16 states of Mexico totaling a GLA of 37.3 million sf (3.5 million m2). Vesta has several world-class clients participating in a variety of industries such as automotive, aerospace, high-tech, pharmaceuticals, electronics, food and beverage and packaging. For additional information visit: www.vesta.com.mx.

 

Note on Forward-Looking Statements

 

20 


This report may contain certain forward-looking statements and information relating to the Company and its expected future performance that reflects the current views and/or expectations of the Company and its management with respect to its performance, business and future events. Forward looking statements include, without limitation, any statement that may predict, forecast, indicate or imply future results, performance or achievements, and may contain words like “believe,” “anticipate,” “expect,” “envisages,” “will likely result,” or any other words or phrases of similar meaning. Such statements are subject to a number of risks, uncertainties and assumptions. Some of the factors that may affect outcomes and results include, but are not limited to: (i) national, regional and local economic and political climates; (ii) changes in global financial markets, interest rates and foreign currency exchange rates; (iii) increased or unanticipated competition for our properties; (iv) risks associated with acquisitions, dispositions and development of properties; (v) tax structuring and changes in income tax laws and rates; (vi) availability of financing and capital, the levels of debt that we maintain; (vii) environmental uncertainties, including risks of natural disasters; (viii) risks related to any potential health crisis and the measures that governments, agencies, law enforcement and/or health authorities implement to address such crisis; and (ix) those additional factors discussed in reports filed with the Bolsa Mexicana de Valores and in the U.S. Securities and Exchange Commission. We caution you that these important factors could cause actual results to differ materially from the plans, objectives, expectations, estimates and intentions expressed in this presentation and in oral statements made by authorized officers of the Company. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates. The Company undertakes no obligation to update or revise any forward-looking statements, including any financial guidance, whether as a result of new information, future events or otherwise except as may be required by law.

 

Definitions / Discussion of Non-GAAP Financial Measures:

 

Change in Adjusted EBITDA, NOI, Adjusted NOI and Vesta FFO calculation methodology

 

During the year ended December 31, 2023, our business began to experience different effects associated with our tenants growing their operations in Mexico that among other impacts resulted in increased energy consumption which we recognize as an energy income and energy cost during the period. Our management considered these income and costs represent a business activity not actively managed by us and does not relate directly to our business operation and strategy; therefore, we updated our policy to further adjust our Adjusted EBITDA, NOI, Adjusted NOI and Vesta FFO to exclude energy income and energy costs.

 

We have applied the change in calculation methodology retroactively. This change had an impact on Adjusted EBITDA, NOI, Adjusted NOI and Vesta FFO of $0.3 million, ($0.4) million and $0.0 million as of December 31, 2023, 2022 and 2021.

 

Reconciliation of Adjusted EBITDA, NOI and Adjusted NOI

 

The table below sets forth a reconciliation of Adjusted EBITDA, NOI and Adjusted NOI to profit for the year, the most directly comparable IFRS financial measure, for each of the periods indicated, as reported in the Company’s financial statements. We calculate Adjusted EBITDA as the sum of profit for the year adjusted by (a) total income tax expense (b) interest income, (c) other income, (d) other expense (e) finance costs, (f) exchange gain (loss) – net, (g) gain on sale of investment property, (h) gain on revaluation of investment property, (i) depreciation, (j) stock-based compensation expense (k) energy income and (l) energy costs during the relevant period. We calculate NOI as the sum of Adjusted EBITDA plus general and administrative expenses, reversing the discrete depreciation expense impact in Adjusted EBITDA minus and stock-based compensation expense during the relevant period. We calculate Adjusted NOI as the sum of NOI plus property operating costs related to properties that did not generate rental income during the relevant period.

 

21 


Adjusted EBITDA is not a financial measure recognized under IFRS and does not purport to be an alternative to profit or total comprehensive income for the period as a measure of operating performance or to cash flows from operating activities as a measure of liquidity. Additionally, Adjusted EBITDA is not intended to be a measure of free cash flow available for management’s discretionary use, as it does not consider certain cash requirements such as interest payments and tax payments. Our presentation of Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under IFRS. Management uses Adjusted EBITDA to measure and evaluate the operating performance of our principal business (which consists of developing, leasing and managing industrial properties) before our cost of capital and income tax expense. Adjusted EBITDA is a measure commonly used in our industry, and we present Adjusted EBITDA to supplement investor understanding of our operating performance. We believe that Adjusted EBITDA provides investors and analysts with a measure of operating results unaffected by differences in tenant’s operation, capital structures, capital investment cycles and fair value adjustments of related assets among otherwise comparable companies.

 

NOI or Adjusted NOI are not financial measures recognized under IFRS and do not purport to be alternatives to profit for the period or total comprehensive income as measures of operating performance. NOI and Adjusted NOI are supplemental industry reporting measures used to evaluate the performance of our investments in real estate assets and our operating results. In addition, Adjusted NOI is a leading indicator of the trends related to NOI as we typically have a strong development portfolio of “speculative buildings.” Under IAS 40, we have adopted the fair value model to measure our investment property and, for that reason, our financial statements do not reflect depreciation nor amortization of our investment properties, and therefore such items are not part of the calculations of NOI or Adjusted NOI. We believe that NOI is useful to investors as a performance measure and that it provides useful information regarding our results of operations and financial condition because, when compared across periods, it reflects the impact on operations from trends in occupancy rates, rental rates, operating costs and acquisition and development activity on an unleveraged basis, providing perspective not immediately apparent from profit for the year. For example, interest expense is not necessarily linked to the operating performance of a real estate asset and is often incurred at the corporate level as opposed to the property level. Similarly, interest expense may be incurred at the property level even though the financing proceeds may be used at the corporate level (e.g., used for other investment activity). As so defined, NOI and Adjusted NOI may not be comparable to net operating income or similar measures reported by other real estate companies that define NOI or Adjusted NOI differently.

 

Adjusted EBITDA margin, NOI margin and Adjusted NOI margin

 

The table below also includes a reconciliation of Adjusted EBITDA margin, NOI margin and Adjusted NOI margin to profit for the year, the most directly comparable IFRS financial measure, for each of the periods indicated, as reported in the Company’s financial statements. We present margin ratios to rental income plus management fees minus electricity income to compliment the understanding of our operating performance; measuring our profitability compared to the revenues directly related to our business activities.

 

22 


      For the Three-Month
Period Ended March 31,
      2024 2023
      (millions of US$)‎
Profit for the period     124.9 55.3
(+) Total income tax expense     25.7 (12.2)
(-) Interest income     (5.1) (0.6)
(-) Other income – net(1)     (0.9) (0.3)
(-) Other income energy     1.1 0.3
(+) Finance costs     10.2 11.6
(-) Exchange gain (loss) - net     (0.9) (4.6)
(-) Gain on sale of investment property     (0.3) 0.0
(-) Gain on revaluation of investment property     (107.3) (10.8)
(+) Depreciation     0.3 0.4
(+) Long-term incentive plan and Equity plus     2.1 2.8  
(+) Energy net     0.6 0.1  
Adjusted EBITDA     50.6 42.1  
(+) General and administrative expenses     8.2 7.8  
(-) Long-term incentive plan and Equity plus     (2.1) (2.8)  
NOI     56.7 47.1  
(+) Property operating costs related to properties that did not generate rental income     0.7 0.7  
Adjusted NOI     57.4 47.8  

 

(1)  

Includes other income and expenses unrelated to our operations, such as reimbursements from insurance proceeds, and sales of office equipment. For more information, see note 15 to our audited consolidated financial statements.

 

Reconciliation of FFO and Vesta FFO

 

The table below sets forth a reconciliation of FFO and Vesta FFO to profit for the period, the most directly comparable IFRS financial measure, for each of the periods indicated, as reported in the Company’s financial statements. FFO is calculated as profit for the period, excluding: (i) gain on sale of investment property and (ii) gain on revaluation of investment property. We calculate Vesta FFO as the sum of FFO, as adjusted for the impact of exchange gain (loss) - net, other income – net, interest income, total income tax expense, depreciation and long-term incentive plan and equity plus.

 

23 


The Company believes that Vesta FFO is useful to investors as a supplemental performance measure because it excludes the effects of certain items which can create significant earnings volatility, but which do not directly relate to our business operations. We believe Vesta FFO can facilitate comparisons of operating performance between periods, while also providing a more meaningful predictor of future earnings potential. Additionally, since Vesta FFO does not capture the level of capital expenditures per maintenance and improvements to maintain the operating performance of properties, which has a material economic impact on operating results, we believe Vesta FFO’s usefulness as a measure of performance may be limited.

 

Our computation of FFO and Vesta FFO may not be comparable to FFO measures reported by other REITs or real estate companies that define or interpret the FFO definition differently. FFO and Vesta FFO should not be considered as a substitute for net profit for the period attributable to our common shareholders.

 

      For the Three-Month
Period Ended March 31,
      2024 2023
      ‎(millions of US$)‎
Profit for the period     124.9 55.3
(-) Gain on sale of investment property     (0.3) 0.0
(-) Gain on revaluation of investment property     (107.3) (10.8)
FFO     17.3 44.6
(-) Exchange gain (loss) – net     (0.9) (4.6)
(-) Other income – net(1)     (0.9) (0.3)
(-) Other income energy     1.1 0.3
(-) Interest income     (5.1) (0.6)
(+) Total income tax expense     25.7 (12.2)
(+) Depreciation     0.3 0.4
(+) Long-term incentive plan and Equity plus     2.1 2.8
(+) Energy net     0.6 0.1  
Vesta FFO     40.4 30.5

 

(1) Includes other income and expenses unrelated to our operations, such as reimbursements from insurance proceeds, and sales of office equipment. For more information, see note 15 to Vesta’s consolidated financial statements.

 

24 

EX-99.2 3 dp210312_ex9902.htm EXHIBIT 99.2

Exhibit 99.2

 

 

 

 

 

 

 

 

 

 

 

Corporación Inmobiliaria Vesta, S. A. B. de C. V. and Subsidiaries

 

Condensed Consolidated Interim

Financial Statements for the three

Months Period Ended March 31, 2024

and 2023 (unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


Corporación Inmobiliaria Vesta, S. A. B. de C. V. and Subsidiaries

 

Unaudited Condensed Consolidated Interim Financial Statements as of as of March 31, 2024 and 2023 (unaudited)

 

 

Table of contents Page
   
   
   
Unaudited Condensed Consolidated Interim Statements of Financial Position 1
   
Unaudited Condensed Consolidated Interim Statements of Profit and Other Comprehensive Income 2
   
Unaudited Condensed Consolidated Interim Statements of Changes in Stockholders’ Equity 3
   
Unaudited Condensed Consolidated Interim Statements of Cash Flows 4
   
Notes to Unaudited Condensed Consolidated Interim Financial Statements 6

  

 


Corporación Inmobiliaria Vesta, S. A. B. de C. V. and Subsidiaries

 

Unaudited Condensed Consolidated Interim Statements of Financial Position

 

As of March 31, 2024 and December 31, 2023

(In US dollars)

 

Assets   Notes   March 31, 2024
(Unaudited)
  December 31, 2023
Current assets:                        
Cash, cash equivalents and restricted cash     5     $ 445,061,349     $ 501,166,136  
Recoverable taxes     6       32,758,441       33,864,821  
Operating lease receivables     7       14,838,239       10,100,832  
Prepaid expenses and advance payments     7.vi     35,766,128       21,299,392  
Total current assets             528,424,157       566,431,181  
                         
Non-current assets:                        
Investment property     8       3,353,858,113       3,212,164,164  
Office furniture – Net             2,365,408       2,541,990  
Right-of-use asset - Net of depreciation     9       693,583       834,199  
Security deposits made, restricted cash and others             10,229,983       10,244,759  
Total non-current assets             3,367,147,087       3,225,785,112  
                         
Total assets           $ 3,895,571,244     $ 3,792,216,293  
                         
Liabilities and stockholders’ equity                        
                         
Current liabilities:                        
Current portion of long-term debt     10     $ 69,688,381     $ 69,613,002  
Lease liabilities – short-term     9       606,339       607,481  
Accrued interest             6,070,395       3,148,767  
Accounts payable             20,233,994       13,188,966  
Income taxes payable             4,862,866       38,773,726  
Accrued expenses and taxes             4,649,514       7,078,988  
Dividends payable     11.4       64,686,486       15,155,311  
Total current liabilities             170,797,975       147,566,241  
                         
Non-current liabilities:                        
Long-term debt     10       844,723,820       845,573,752  
Lease liabilities - long-term     9       139,564       290,170  
Guarantee deposits received             25,595,943       25,680,958  
Long-term accounts payable             7,889,938       7,706,450  
Employee benefits             1,835,252       1,519,790  
Deferred income taxes     17       296,152,318       276,910,507  
Total non-current liabilities             1,176,336,835       1,157,681,627  
Total liabilities             1,347,134,810       1,305,247,868  
Litigation and commitments
    21                  
                       
Stockholders’ equity:                        
Capital stock     11.1       593,977,760       591,600,113  
Additional paid-in capital     11.3       948,599,276       934,944,456  
Retained earnings             1,049,917,308       989,736,218  
Share-based payments reserve     19       (10,153,203 )     3,732,350  
Foreign currency translation             (33,904,707 )     (33,044,712 )
Total stockholders’ equity             2,548,436,434       2,486,968,425  
                         
Total liabilities and stockholders’ equity           $ 3,895,571,244     $ 3,792,216,293  

 

See accompanying notes to unaudited condensed consolidated interim financial statements.

 

1 


Corporación Inmobiliaria Vesta, S. A. B. de C. V. and Subsidiaries

 

Unaudited Condensed Consolidated Interim Statements of Profit and Other Comprehensive Income

 

For the Three-month periods ended March 31, 2024, and 2023

(In US dollars)

 

        For the three-month period ended
    Notes   March 31, 2024
(Unaudited)
  March 31, 2023
(Unaudited)
Revenues:            
Rental income     12     $ 60,176,393     $ 49,610,889  
Management fees             413,263       327,618  
              60,589,656       49,938,507  
                         
Property operating costs related to properties that generated rental income     13.1       (3,786,225 )     (2,238,569 )
Property operating costs related to properties that did not generate rental income     13.1       (717,030 )     (666,089 )
General and administrative expenses     13.2       (8,556,795 )     (8,205,943 )
Interest income             5,068,364       566,836  
Other income     14       895,669       256,351  
Other expenses     15       (1,110,553 )     (330,286 )
Finance cost     16       (10,212,525 )     (11,580,977 )
Exchange gain – Net             854,082       4,602,489  
Gain on sale of investment property             250,000       —    
Gain on revaluation of investment property     8       107,326,025       10,759,462  
                         
Profit before income taxes             150,600,668       43,101,781  
                         
                  Income tax expense     17       (25,733,091 )     12,224,884  
                         
Profit for the period             124,867,577       55,326,665  
                         
Other comprehensive gain - Net of tax:                        
Items that may be reclassified subsequently to profit and loss:                        
- Exchange differences on translating other functional currency operations             (859,995 )     3,792,865  
Total other comprehensive income             (859,995 )     3,792,865  
                         
Total comprehensive income for the period           $ 124,007,582     $ 59,119,530  
                         
Basic earnings per share     11.5     $ 0.1428     $ 0.0809  
Diluted earnings per share     11.5     $ 0.1411     $ 0.0797  

 

See accompanying notes to unaudited condensed consolidated interim financial statements.

 

2 


Corporación Inmobiliaria Vesta, S. A. B. de C. V. and Subsidiaries

 

Unaudited Condensed Consolidated Interim
Statements of Changes in Stockholders’ Equity

 

For the Three-month periods ended March 31, 2024, and 2023

(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, 2023   $ 480,623,919     $ 460,677,234     $ 733,405,748     $ 5,984,051     $ (40,903,125 )   $ 1,639,787,827  
                                                 
   Dividends declared     —         —         (60,307,043 )     —         —         (60,307,043 )
Vested shares     2,204,586       8,048,945       —         (10,253,531 )     —         —    
Share-based payments     —         —         —         2,792,918       —         2,792,918  
Comprehensive income     —         —         55,326,665       —         3,792,865       59,119,530  
                                                 
Balances as of March31, 2023 (Unaudited)   $ 482,828,505     $ 468,726,179     $ 728,425,370     $ (1,476,562 )   $ (37,110,260 )   $ 1,641,393,232  
                                                 
Balances as of January 1, 2024   $ 591,600,113     $ 934,944,456     $ 989,736,218     $ 3,732,350     $ (33,044,712 )   $ 2,486,968,425  
                                                 
Dividends declared     —         —         (64,686,487 )     —         —         (64,686,487 )
Vested shares     2,377,647       13,654,820       —         (16,032,466 )     —         —    
Share-based payments     —         —         —         2,146,913       —         2,146,913  
Comprehensive income     —         —         124,867,577       —         (859,995 )     124,007,582  
                                                 
Balances as of March 31, 2024 (Unaudited)   $ 593,977,760     $ 948,599,276     $ 1,049,917,308     $ (10,153,203 )   $ (33,904,707 )   $ 2,548,436,434  

 

See accompanying notes to unaudited condensed consolidated interim financial statements.

 

3 


Corporación Inmobiliaria Vesta, S. A. B. de C. V. and Subsidiaries

 

Unaudited Condensed Consolidated Interim Statements of Cash Flows

 

For the Three-month periods ended March 31, 2024, and 2023

(In US dollars)

 

   

March 31, 2024

(Unaudited)

 

March 31, 2023

(Unaudited)

Cash flows from operating activities:                
Profit before income taxes   $ 150,600,668     $ 43,101,781  
Adjustments:                
Depreciation     187,023       222,001  
Right-of-use asset depreciation     140,616       146,874  
Gain on revaluation of investment property     (107,326,025 )     (10,759,462 )
Unrealized effect of foreign exchange rates     (1,714,077 )     (4,602,489 )
Interest income     (5,068,364 )     (566,836 )
Interest expense     9,348,664       11,211,746  
Amortization of debt issuance costs     863,861       369,231  
Expense recognized in respect of share-based payments     2,146,914       2,792,918  
Employee benefits and pension costs     315,462       —    
Gain on sale of investment property     (250,000 )     —    
                 
Working capital adjustments:                
(Increase) decrease in:                
Operating lease receivables – Net     (4,737,407 )     (3,391,723 )
Recoverable taxes     1,106,380       4,339,883  
Guarantee deposits paid     (479,854 )     1,512,522  
Prepaid expenses and other receivables     (14,466,736 )     2,056,570  
Increase (decrease) in:                
Accounts payable and client advances     7,228,516       9,012,106  
Accrued expenses and taxes     (2,429,474 )     (1,613,735 )
Guarantee deposits collected     (85,015 )     (186,324 )
      Interest received     5,068,364       566,836  
Income taxes paid     (40,402,140 )     (22,492,445 )
Net cash generated by operating activities     47,376       31,719,453  
                 
Cash flows from investing activities:                
Purchases of investment property     (47,625,125 )     (54,236,948 )
Non-tenant Reembursments     14,367,041       —    
Sale of investment property     780,000       —    
Purchases of office furniture and vehicles     (10,441 )     (85,660 )
Net cash used in investing activities     (32,488,525 )     (54,322,608 )
                 
Cash flows from financing activities:                
Interest paid     (6,427,036 )     (7,098,240 )
Loans paid     (1,143,784 )     (1,183,062 )
Dividends paid     (15,155,312 )     (14,358,194 )
Payment of lease liabilities     (151,748 )     (181,707 )
Net cash used in financing activities     (22,877,880 )     (22,821,203 )

 

4 


   

March 31, 2024

(Unaudited)

 

March 31, 2023

(Unaudited)

         
Effects of exchange rates changes on cash     (785,758 )     4,490,012  
                 
Net decrease in cash, cash equivalents and restricted cash     (56,104,787 )     (40,934,346 )
                 
Cash, cash equivalents and restricted cash at the beginning of year     501,901,448       139,882,397  
                 
Cash, cash equivalents and restricted cash at the end of the period - Note 5   $ 445,796,661     $ 98,948,051  

 

See accompanying notes to unaudited condensed consolidated interim financial statements.

 

5 


Corporación Inmobiliaria Vesta, S. A. B. de C. V. and Subsidiaries

 

Unaudited Notes to Condensed Consolidated Interim Financial Statements

 

As of March 31, 2024 and December 31, 2023 and for the Three-month periods ended March 31, 2024, and 2023

(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.

 

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, 2024 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.

 

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;

 

6 


· 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 March 31, 2024 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, 2023.

 

The accounting policies and methods of computation are consistent with the audited consolidated financial statements for the year ended December 31, 2023, 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 March 31, 2024 and December 31, 2023, all of our assets and operations are derived from assets located within Mexico.

 

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:

 

7 


    March 31, 2024
(Unaudited)
  December 31, 2023
         
Cash and bank balances   $ 444,802,321     $ 501,093,921  
Restricted cash     259,028       72,215  
      445,061,349       501,166,136  
Non-current restricted cash     735,312       735,312  
Total   $ 445,796,661     $ 501,901,448  

 

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 $369,230 and $369,231 in the three-month periods ended March 31, 2024 and 2023, respectively. Unpaid dividends are included in Note 11.4. Other non-cash investing activities related to investment properties are included in Note 8.

 

Additionally, the Entity recognized amortization of opening cost of a credit line for $123,658 and $123,658 in the three-month periods ended March 31, 2024 and 2023, respectively; included in Security deposits made, restricted cash and others balance change.

 

6. Recoverable taxes

 

    March 31, 2024
(Unaudited)
  December 31, 2023
         
Recoverable value-added tax (“VAT”)   $ 32,758,441     $ 33,733,662  
Other receivables     —         131,159  
                 
    $ 32,758,441     $ 33,864,821  

 

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:

 

    March 31, 2024
(Unaudited)
  December 31, 2023
         
0-30 days   $ 12,762,743     $ 9,338,540  
30-60 days     955,685       335,498  
60-90 days     573,634       146,708  
Over 90 days     546,177       280,086  
                 
Total   $ 14,838,239     $ 10,100,832  

 

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, 86% and 92% of all operating lease receivables are current as of March 31, 2024 and December 31, 2023, 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 March 31, 2024 and December 31, 2023, respectively. Operating lease receivables outstanding for more than 60 and less than 90 days represent 4% and 1% of all operating lease receivable as of March 31, 2024 and December 31, 2023, respectively. Operating lease receivables outstanding greater than 90 days represent 4% and 3% of all operating lease receivable as of March 31, 2024 and December 31, 2023, respectively.

 

8 


 

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, 2023   $ 1,916,124  
Increase in loss allowance recognized in the period     427,520  
Decrease in loss allowance from derecognition of financial assets in the period     242,165  
Balance as of March 31, 2023 (Unaudited)   $ 2,101,479  
         
Balance as of January 1, 2024   $ 2,536,893  
Increase in loss allowance recognized in the period     255,796  
Decrease in loss allowance from derecognition of financial assets in the period     —    
Balance as of March 31, 2024 (Unaudited)   $ 2,792,689  

 

iii. Client concentration risk

 

As of March 31, 2024 and December 31, 2023, one of the Entity’s client accounts for 36% or $5,290,322 (Unaudited) and 45% or $4,525,100 respectively, of the operating lease receivables balance. The same client accounted for 5.3% and 5.4% (Unaudited) of the total rental income of Entity for the three-months period ended March 31, 2024 and 2023, respectively. No other client accounted for more than 10% of the total rental income of the Entity for the three-month periods ended March 31, 2024 and 2023.

 

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.

 

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:

 

9 


    March 31, 2024
(Unaudited)
  December 31, 2023
         
Not later than 1 year   $ 206,010,638     $ 204,723,974  
Later than 1 year and not later than 3 years     343,712,045       344,644,619  
Later than 3 year and not later than 5 years     322,288,186       329,579,421  
Later than 5 years     176,391,569       185,044,052  
                 
    $ 1,048,402,438     $ 1,063,992,066  

 

vi. Prepaid expenses, advance payments and other receivables

 

    March 31, 2024
(Unaudited)
  December 31, 2023
         
Advance payments (1)   $ 19,659,766     $ 19,308,297  
Other accounts receivables(2)     11,783,352       328,082  
Property expenses     4,248,089       1,638,607  
Prepaid expenses     74,921       24,406  
                 
    $ 35,766,128     $ 21,299,392  

 

(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) This amount relates to non-tenant improvements carried out by Vesta in Querétaro Industrial Park that remain pending to be collected as of March 31, 2024.

 

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.

 

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 México 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).

 

10 


Property Fair value hierarchy Valuation techniques Significant unobservable inputs Value/range (Unaudited) Relationship of unobservable inputs to fair value
           
Buildings and land Level 3 Discounted cash flows Discount rate

Q1 2024:    8.00% to12.13%

2023:    7.00% to 12.21%

The higher the discount rate, the lower the fair value.
           
      Exit cap rate

Q1 2024:    6.50% to 9.00%

2023:    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:

Q1 2024:    3.53% to 5.0%

2023:       3.6% to 4.25%

U.S.:

Q1 2024: 2.2% to 3.0%

2023:    2.1% to 3.0%

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

Q1 2024:    $184,496

2023:    $195,196

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:

 

    March 31, 2024
(Unaudited)
  December 31, 2023
         
Buildings and land   $ 3,334,050,000     $ 3,167,770,000  
Land improvements     18,840,805       16,277,544  
Land reserves     120,415,700       138,380,000  
      3,473,306,505       3,322,427,544  
                 
Less: Cost to conclude construction in-progress     (119,448,392 )     (110,263,380 )
                 
Balance at end of period   $ 3,353,858,113     $ 3,212,164,164  

 

The reconciliation of investment property is as follows:

 

    March 31, 2024
(Unaudited)
  March 31, 2023 (Unaudited)
         
Balance at beginning of year   $ 3,212,164,164     $ 2,738,465,276  
Additions     33,258,084       39,143,391  
Foreign currency translation effect     1,639,840       3,905,341  
Disposal of investment property     (530,000 )     —    
Gain on revaluation of investment property     107,326,025       10,759,462  
                 
Balance at end of period   $ 3,353,858,113     $ 2,792,273,470  

 

11 


A total of $25,948,743 and $16,940,373 additions to investment property related to land reserves and new buildings that were acquired from third parties were not paid as of March 31, 2024 and 2023, respectively, and were therefore excluded from the condensed consolidated statements of cash flows for those periods.

 

On January 24, 2024, the Entity sold a land reserve located in Queretaro totaling 64,583 square feet for $780,000, the cost associated with the sales was $530,000, generating a gain in sale of investment property of $250,000.

 

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   March 31, 2024 (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   $ (1,961,025 )   $ (110,226 )   $ —       $ (2,071,251 )
Vehicles and office equipment     (548,670 )     (30,390 )     —         (579,060 )
Accumulated depreciation     (2,509,695 )     (140,616 )     —         (2,650,311 )
                                 
Total   $ 834,199     $ (140,616 )   $ —       $ 693,583  

 

Rights to use   January 1, 2023   Additions   Disposals   March 31, 2023 (Unaudited)
                 
Property   $ 2,552,121     $ —       $ —       $ 2,552,121  
Vehicles and office equipment     791,773       —         —         791,773  
                                 
Cost of rights-of-use     3,343,894       —         —         3,343,894  

 

Rights-of-use   January 1, 2023   Additions   Disposals   March 31, 2023 (Unaudited)
                 
Depreciation of rights-of-use                                
                                 
Property   $ (1,508,871 )     (113,976 )   $ —       $ (1,622,847 )
Vehicles and office equipment     (417,078 )     (32,898 )     —         (449,976 )
Accumulated depreciation     (1,925,949 )     (146,874 )     —         (2,072,823 )
                                 
Total   $ 1,417,945       (146,874 )   $ —       $ 1,271,071  

 

12 


2. Lease obligations:

 

    January 1, 2023   Additions   Disposals   Interests accrued   Repayments   March 31, 2024 (Unaudited)
                         
Lease liabilities   $ 897,660     $ —       $ —       $ 18,332     $ (170,089 )   $ 745,903  

 

    January 1, 2022   Additions   Disposals   Interests accrued   Repayments   March 31, 2023 (Unaudited)
                         
Lease liabilities   $ 1,503,939     $ —       $ —       $ 30,414     $ (181,703 )   $ 1,352,650  

 

3. Analysis of maturity of liabilities by lease:

 

Finance lease liabilities  

March 31, 2024

(Unaudited)

  December 31, 2023
         
Not later than 1 year   $ 648,977     $ 662,388  
Later than 1 year and not later than 5 years     144,430       301,099  
      793,407       963,487  
Less: future finance cost     (47,504 )     (65,836 )
                 
Total lease liability   $ 745,903     $ 897,651  
                 
Finance lease – short-term     606,339     $ 607,481  
Finance lease – long-term     139,564       290,170  
                 
Total lease liability   $ 745,903     $ 897,651  

 

10. Long-term debt

 

On 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 $1.34 million in prepaid direct expenses related to opening the credit facility.

 

On May 13, 2021, the Entity offered $350,000,000 of Senior Notes (“Vesta ESG Global bond 35/8 05/31”) which matures on May 13, 2031. The notes bear annual interest at a rate of 3.625%.

 

On August 2, 2019, the Entity entered into an a 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. As of December 31, 2019, the revolving credit line has 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.

 

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 1st, 2017, the Entity entered into a loan agreement with Metropolitan Life Insurance Company for $118,000,000 due on December 1st, 2027.

 

13 


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 in 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 1st, 2016. This loan bears monthly interest at a rate of 4.55%.

 

14 


The long-term debt is comprised by the following notes:

 

Loan   Amount   Annual interest rate   Monthly amortization   Maturity   March 31, 2024 (Unaudited)   December 31, 2023
                         
MetLife 10-year     150,000,000       4.55 %     (1)   August 2026   $ 143,629,576     $ 144,266,224  
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     103,557,319       103,955,374  
MetLife 8-year     26,600,000       4.75 %     (1)   August 2026     25,511,911       25,620,991  
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  
                                  922,698,806       923,842,589  
                                             
Less: Current portion                                 (69,688,381 )     (69,613,002 )
Less: Direct issuance cost                                 (8,286,605 )     (8,655,835 )
                                             
Total Long-term debt                               $ 844,723,820     $ 845,573,752  

 

(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 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 Service coverage ratios) and to comply with certain affirmative and negative covenants.

 

15 


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 March 31, 2024 and December 31, 2023 is as follows:

 

    March 31, 2024     (Unaudited)   December 31, 2023
    Number of
shares
  Amount   Number of
shares
  Amount
                 
Fixed capital                                
Series A     5,000     $ 3,696       5,000     $ 3,696  
Variable capital                                
Series B     874,193,251       593,974,064       870,104,128       591,596,417  
                                 
Total     874,198,251     $ 593,977,760       870,109,128     $ 591,600,113  

 

2. Shares in treasury

 

As of March 31, 2024 and December 31, 2023 total shares holding in treasury are as follows:

 

   

March 31, 2024

(Unaudited)

  December 31, 2023
         
Shares in treasury (1)     8,277,974       5,721,638  
Shares in long term incentive plan trust (2)     2,010,211       8,665,670  
                 
Total share in treasury     10,288,185       14,387,308  

 

(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 19 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.

 

3. Fully paid ordinary shares

 

    Number of
shares
  Capital stock   Additional paid-in capital
             
Balance as of January 1st,2023     679,702,740     $ 480,623,919     $ 460,677,234  
                         
Vested shares     4,156,388       2,204,586       8,048,945  
Equity Issuance     186,250,000       108,771,608       466,218,277  
                         
Balance as of December 31, 2023     870,109,128     $ 591,600,113     $ 934,944,456  
                         
Vested shares     4,089,123       2,377,646       13,654,820  
                         
Balance as of March 31, 2024 (unaudited)     874,198,251     $ 593,977,759     $ 948,599,276  

 

16 


4. Dividend payments

 

Pursuant to a resolution of the general ordinary stockholders meeting on March 30, 2024, the Entity declared a dividend of $64,686,486, approximately $0.01832 per share. The dividend will be paid in four equal installments of $16,171,622 due on April 16, 2024, July 15, 2024, October 15, 2024 and January 15, 2025. As of March 31, 2024, the unpaid dividends are $64,686,486.

 

Pursuant to a resolution of the general ordinary stockholders meeting on March 30, 2023, the Entity declared a dividend of $60,307,043, 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 December 31, 2023, the unpaid dividends are $15,155,311.

 

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.

 

The third installment of the 2023 declared dividends, paid on October 16, 2023, was approximately $0.0182 per share, for a total dividend of $15,076,761.

 

The fourth installment of the 2023 declared dividends, paid on January 15, 2024, was approximately $0.0172 per share, for a total dividend of $15,155,311.

 

5. Earnings per share

 

    For the three-month period ended
   

March 31, 2024

(Unaudited)

  March 31, 2023 (unaudited)
         
Basic earnings per share:                
Earnings attributable to ordinary share to outstanding   $ 124,867,577     $ 55,326,665  
                 
Weighted average number of ordinary shares outstanding     874,198,251       683,859,128  
                 
Basic earnings per share   $ 0.1428     $ 0.0809  

 

    For the three-month period ended
   

March 31, 2024

(Unaudited)

 

March 31, 2023

(Unaudited)

         
Diluted earnings per share:                
Earnings attributable to ordinary shares outstanding and shares in Incentive Plan Trust   $ 124,867,577     $ 55,326,665  
                 
Weighted average number of ordinary shares plus shares in Incentive Plan trust     884,801,820       694,320,436  
Diluted earnings per share   $ 0.1411     $ 0.0797  

 

17 


12. Rental income

 

    For the three-month period ended
   

March 31, 2024

(Unaudited)

 

March 31, 2023

(Unaudited)

         
Rents   $ 55,808,709     $ 46,976,132  
Energy income     846,423       375,486  
Reimbursable building services     3,521,261       2,259,271  
                 
Total rental income   $ 60,176,393     $ 49,610,889  

 

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 three-month period ended
   

March 31, 2024

(Unaudited)

 

March 31, 2023

(Unaudited)

         
Real estate tax   $ 779,085     $ 553,381  
Insurance     346,881       190,667  
Maintenance     277,316       311,339  
Structural maintenance accrual     28,038       27,903  
Energy costs     1,420,353       450,633  
Other property related expenses     934,552       704,647  
                 
    $ 3,786,225     $ 2,238,570  

 

b. Direct property operating costs from investment property that do not generate rental income during the period:

 

    For the three-month period ended
   

March 31, 2024

(Unaudited)

 

March 31, 2023

(Unaudited)

         
Real estate tax   $ 127,619     $ 137,587  
Insurance     13,144       6,830  
Maintenance     74,608       89,524  
Energy costs     227,557       187,159  
Other property related expenses     274,102       244,990  
                 
      717,030       666,089  
                 
Total property operating costs   $ 4,503,255     $ 2,904,659  

 

18 


2. General and administrative expenses consist of the following:

 

    For the three-month period ended
   

March 31, 2024

(Unaudited)

 

March 31, 2023

(Unaudited)

         
Employee annual salary plus short-terms benefits   $ 4,152,914     $ 4,153,481  
Auditing, legal and consulting expenses     774,250       363,520  
Property appraisal and other fees     152,442       132,121  
Marketing expenses     137,638       131,318  
Other     864,999       263,710  
      6,082,243       5,044,150  
                 
Depreciation     327,639       368,875  
Share-based compensation expense - Note 19.4     2,146,913       2,792,918  
                 
Total general and administrative expenses   $ 8,556,795     $ 8,205,943  

 

14. Other income

 

   

March 31, 2024

(Unaudited

 

March 31, 2023

(Unaudited

         
Non-tenant electricity income   $ 812,890     $ 255,454  
Inflationary effect on tax recovery     70,933       —    
Others     11,846       897  
                 
Total   $ 895,669     $ 256,351  

 

15. Other expenses

 

    March 31, 2024
(Unaudited
  March 31, 2023
(Unaudited
         
Non-tenant electricity expense   $ 912,209     $ 253,441  
Commissions paid     61,787       36,863  
Others     136,557       39,982  
                 
Total   $ 1,110,553     $ 330,286  

 

16. Finance Cost

 

 

    For the three-month period ended
    March 31, 2024
(Unaudited)
  March 31, 2023
(Unaudited)
         
Interest on loans and others   $ 9,843,294     $ 11,211,746  
Loan prepayment fees     369,231       369,231  
                 
Total   $ 10,212,525     $ 11,580,977  

 

17. 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.

 

19 


The Entity’s consolidated effective tax rate for the three-month period ended March 31, 2024 y 2023 was 17.1% and 28%, respectively.

 

13

 

14

 

15

 

16

 

17

 

13

 

14

 

15

 

16

 

17

 

17.1

 

18. 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 three-month period ended
   

March 31, 2024

(Unaudited)

 

March 31, 2023

(Unaudited)

         
Short-term benefits   $ 1,795,532     $ 1,627,235  
Share-based compensation expense     2,146,913       2,792,918  
                 
    $ 3,942,445     $ 4,420,153  
Number of key executives     24       23  

 

19. Share-based payment

 

19.1 Share units granted during the period

 

Vesta Long Term Incentive Plan - a total of 3,722,427 and 3,763,449 shares were granted during the three-months periods ended March 31, 2024 and 2023, respectively.

 

19.2 Share units vested during the period

 

A total of 4,089,123 and 4,156,388 shares vested during the three-month periods ended March 31, 2024 and 2023, respectively under the Vesta Long Term Incentive Plan and the short-term incentive plan.

 

As of March 31, 2024 a total of 167,895 shares remained on the trust for distribution.

 

19.3 Share awards outstanding at the end of the period

 

As of March 31, 2024 and December 31, 2023, there are 8,277,974 (unaudited) and 8,655,670 shares outstanding with a weighted average remaining contractual life of 24 months.

 

20 


19.4 Compensation expense recognized

 

The long-term incentive expense for the three months ended March 31, 2024 and 2023 was as follows:

  

    For the three-month period ended
   

March 31, 2024

(Unaudited)

 

March 31, 2023

(Unaudited)

                 
Vesta 20-20 Incentive Plan   $ 2,146,913     $ 2,792,918  

 

Compensation expense related to these plans will continue to be accrued through the end of the service period.

 

20. 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.

 

21. 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.

 

22. Events after the reporting period

 

The first installment of the 2024 declared dividends was paid on April 16, 2024, and it was approximately $0.0183 per share, for a total dividend of $16,171,622.

 

23. Condensed consolidated interim financial statements issuance authorization

 

The accompanying condensed consolidated interim financial statements were approved by the Board of Directors on April 24, 2024.

 

* * * *

 

21