Table of contents
|
Page
|
Condensed Interim Statements of Financial Position
|
3
|
Condensed Interim Statements of Profit or Loss and Other Comprehensive Income
|
4
|
Condensed Interim Statements of Change in Net Assets
|
5
|
Condensed Interim Statements of Cash Flows
|
6
|
Notes to Condensed Interim Financial Statements
|
7 - 17
|
Notes
|
March 31,
|
December 31,
|
||||||||||
2025
|
2024
|
|||||||||||
Assets
|
||||||||||||
Current Assets:
|
||||||||||||
Cash and cash equivalents
|
3
|
$
|
70,099,892
|
$
|
196,625,838
|
|||||||
VAT receivable
|
327,936,152
|
291,635,084
|
||||||||||
Other receivables
|
2,795,025
|
2,095,041
|
||||||||||
Due from related parties
|
4
|
13,028,859
|
20,437,260
|
|||||||||
Prepayments
|
205,189
|
205,189
|
||||||||||
Total current assets
|
414,065,117
|
510,998,412
|
||||||||||
Property, construction in process and equipment, net
|
5
|
11,820,352,384
|
11,718,711,002
|
|||||||||
Total non-current assets
|
11,820,352,384
|
11,718,711,002
|
||||||||||
Total assets
|
$
|
12,234,417,501
|
$
|
12,229,709,414
|
||||||||
Liabilities and Net Assets
|
||||||||||||
Current Liabilities:
|
||||||||||||
Trade accounts payable and accumulated expenses
|
$
|
109,516,464
|
$
|
99,713,973
|
||||||||
Due to related parties
|
4
|
510,907,703
|
303,636,382
|
|||||||||
Contributions for future increase in net assets
|
4
|
585,646,061
|
567,582,564
|
|||||||||
Total current liabilities
|
1,206,070,228
|
970,932,919
|
||||||||||
Non-current Liabilities:
|
||||||||||||
Due to related parties, excluding current instalments
|
4
|
5,298,553,789
|
5,316,408,434
|
|||||||||
Total non-current liabilities
|
5,298,553,789
|
5,316,408,434
|
||||||||||
Total liabilities
|
6,504,624,017
|
6,287,341,353
|
||||||||||
Net Assets
|
||||||||||||
Net parent investment
|
213,191,683
|
213,191,683
|
||||||||||
Accumulated deficit
|
(1,245,927,375
|
)
|
(1,033,352,798
|
)
|
||||||||
Other comprehensive income
|
6,762,529,176
|
6,762,529,176
|
||||||||||
Total Net Assets
|
5,729,793,484
|
5,942,368,061
|
||||||||||
Total Liabilities and Net Assets
|
$
|
12,234,417,501
|
$
|
12,229,709,414
|
For the three-month period
ended March 31,
|
|||||||||
Notes
|
2025
|
2024
|
|||||||
Direct and selling, general and administrative expenses:
|
|||||||||
Depreciation and amortization
|
$
|
39,075,709
|
$
|
17,218
|
|||||
Property tax
|
396,792
|
298,305
|
|||||||
Professional fees
|
5,801,686
|
18,776,995
|
|||||||
Administrative services
|
5,961,207
|
58,743,628
|
|||||||
Maintenance and conservation
|
300,000
|
800,000
|
|||||||
Utility expenses
|
3,966,494
|
-
|
|||||||
Advertising
|
150,000
|
-
|
|||||||
Bank fees
|
15,244
|
-
|
|||||||
Other costs
|
4,625,799
|
7,251
|
|||||||
Total direct and selling, general and administrative expenses
|
60,277,687
|
78,643,397
|
|||||||
Other income
|
2,825,031
|
1,190,483
|
|||||||
Exchange rate income (expense), net
|
32,252,854
|
(49,543,144
|
)
|
||||||
Valuation of financial derivative instruments
|
-
|
4,805,533
|
|||||||
Interest income
|
2,778,379
|
-
|
|||||||
Interest expense
|
(190,153,154
|
)
|
-
|
||||||
Net loss for the period
|
(212,574,577
|
)
|
(122,190,525
|
)
|
|||||
Total comprehensive loss
|
$
|
(212,574,577
|
)
|
$
|
(122,190,525
|
)
|
Note
|
Net parent
investment
|
Retained
earnings
(accumulated
deficit)
|
Other
Comprehensive
Income
Revaluation of
property,
construction in
process and
equipment net of
deferred income
tax
|
Total
|
|||||||||||||
Balance as of January 1, 2024
|
$
|
213,191,683
|
$
|
673,089,663
|
$
|
5,545,570,972
|
$
|
6,431,852,318
|
|||||||||
Comprehensive loss for the period
|
-
|
(122,190,525
|
)
|
-
|
(122,190,525
|
)
|
|||||||||||
Balance as of March 31, 2024
|
213,191,683
|
550,899,138
|
5,545,570,972
|
6,309,661,793
|
|||||||||||||
Balance as of January 1, 2025
|
213,191,683
|
(1,033,352,798
|
)
|
6,762,529,176
|
5,942,368,061
|
||||||||||||
Comprehensive loss for the period
|
-
|
(212,574,577
|
)
|
-
|
(212,574,577
|
)
|
|||||||||||
Balance as of March 31, 2025
|
$
|
213,191,683
|
$
|
(1,245,927,375
|
)
|
$
|
6,762,529,176
|
$
|
5,729,793,484
|
For the three-month period
ended March 31,
|
||||||||
2025
|
2024
|
|||||||
Cash flows from operating activities:
|
||||||||
Loss before income taxes
|
$
|
(212,574,577
|
)
|
$
|
(122,190,525
|
)
|
||
Adjustments for:
|
||||||||
Depreciation of property, construction in process and equipment
|
39,075,709
|
17,218
|
||||||
Amortization of costs to obtain loans and commissions
|
4,596,868
|
1,482,861
|
||||||
Valuation of financial derivative instruments
|
-
|
(4,805,533
|
)
|
|||||
Interest expense
|
190,153,154
|
-
|
||||||
Interest income
|
(2,778,379
|
)
|
-
|
|||||
Effect on changes in foreign exchange rates
|
(34,180,621
|
)
|
(52,492,264
|
)
|
||||
(15,707,846
|
)
|
(177,988,243
|
)
|
|||||
Changes in:
|
||||||||
(Increase) decrease in VAT and other receivables
|
(37,001,052
|
)
|
8,916,368
|
|||||
Decrease in prepayments
|
-
|
420,669
|
||||||
Decrease (increase) in related parties, net
|
36,805,689
|
(1,114,686,530
|
)
|
|||||
Increase (decrease) in trade payables
|
9,802,491
|
(35,798,986
|
)-
|
|||||
Net cash flows used in operating activities
|
(6,100,718
|
)
|
(1,319,136,722
|
)
|
||||
Cash flows used in investing activities:
|
||||||||
Acquisition of property, construction in process and equipment
|
(140,717,091
|
)
|
(151,935,726
|
)
|
||||
Reimbursement of guarantee deposit
|
-
|
762,602,920
|
||||||
Interest received
|
2,778,379
|
-
|
||||||
Net cash flows used in investing activities
|
(137,938,712
|
)
|
610,667,194
|
|||||
Cash flows from financing activities:
|
||||||||
Contributions for future increase in assets
|
18,063,497
|
709,609,360
|
||||||
Loan proceeds
|
-
|
152,877,726
|
||||||
Loan payments to third parties
|
-
|
(53,474,655
|
)
|
|||||
Loans received from related parties
|
-
|
7,500,000
|
||||||
Interest paid
|
(550,013
|
)
|
(97,480,940
|
)
|
||||
Net cash flows from financing activities
|
17,513,484
|
719,031,491
|
||||||
Net (decrease) increase in cash and cash equivalents and restricted cash
|
(126,525,946
|
)
|
10,561,963
|
|||||
Cash and cash equivalents and restricted cash at the beginning of the period
|
196,625,838
|
40,671,084
|
||||||
Cash and cash equivalents and restricted cash at the end of the period
|
$
|
70,099,892
|
$
|
51,233,047
|
1. |
Reporting Entity and description of business
|
a. |
Corporate information
|
I. |
Phase one will operate under two brands: (i) 400 rooms, operated under the “Vivid” brand, an adult-only brand; and (ii) 616 rooms, to be operated under the “Dreams” brand, a family-friendly brand. On April 1, 2024, the Vivid hotel began
operations. The Dreams hotel is expected to commence operations in the fourth quarter of 2025, see Notes 2c. for additional reference about covenants compliance. The Trust decided to delay the opening of Dreams, following consultation with
the hotel operator, to leverage experience from the first months of the operation of Vivid and certain improvements requested by the hotel operator. This includes property enhancements and remedial work required by the hotel operator to
adhere to the hotel operator’s global building standards, and changes to the common areas within Dreams, including more space for meetings and events. The Trust is exploring strategic alternatives to complete part of the phase one of the
GIC Complex (including assessing funding needs, additional revisions to the project’s development pipeline, and discussing with the current hotel operator regarding potential changes to the current operations and administration services
agreement).
|
II. |
Phase two is consist of a total of approximately 1,254 condominiums, divided into four condominium towers. The Group’s management and board of directors are continuously evaluating the plan for phase
two of the GIC Complex.
|
b. |
Significant transactions
|
i. |
On October 17, 2024, Murano PV, the sub holding company of the Group in Mexico and Nafin signed a secured loan agreement up to U.S.$70,378,287. This loan is intended to assist the Group with its working capital needs and compliance with
its financial obligations including the conclusion of phase I of the Cancun Complex (GIC I). The maturity of this loan is October 28, 2027. The Group received the tranche A and part of the tranche B on October 28, 2024, in the amount of
U.S.$54,942,059 at the signature date of the agreement. The interest will be capitalized during the term of the loan at the interest rate of SOFR + 3.75% for the first year, SOFR + 4.00% for the second year and SOFR + 4.25% for the third
year.
|
ii. |
On September 12, 2024 the Group close a 144A bond financing issuing secured senior notes for U.S.$300 million. The main uses of this financing were to repay in full
the balances of the secured mortgage syndicated loan from the Trust as well as the VAT credit previously held by the Trust. The notes are secured by the private unit 1 owned by the Trust as well as the private unit 2 of the Cancun Complex
and the collection rights of the hotel operation of the 1,016 keys.
|
iii. |
The first phase of GIC I commenced operations with the opening of the Vivid Hotel on April 1, 2024.
|
iv. |
In March 20, 2024, Murano Global Investments PLC, parent entity of Murano PV (sub-holding of the Group in Mexico), and HCM Acquisition Corp (“HCM”) completed the Amended and Restated Business Combination
Agreement (“A&R BCA”). These condensed interim financial statements do not reflect any impact derived from this transaction since the accounting and economic impacts are reflected at the
Murano Global Investments PLC level as this entity became the Public company in NASDAQ since that date.
|
2. |
Basis of preparation
|
a. |
Statement of compliance
|
b. |
Going concern basis
|
c. |
Use of judgments and estimates
|
• |
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;
|
• |
Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and
|
• |
Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
|
d. |
Material accounting policies
|
e. |
New accounting standards or amendments for 2025 and forthcoming requirements
|
3. |
Cash and cash equivalents
|
As of
|
||||||||
March 31, 2025
|
December 31, 2024
|
|||||||
Bank deposits
|
$
|
70,099,892
|
$
|
196,625,838
|
||||
Total cash and cash equivalents
|
$
|
70,099,892
|
$
|
196,625,838
|
4. |
Related-party transactions and balances-
|
i. |
Outstanding balances with related parties as of March 31, 2025 and December 31, 2024 are as follows:
|
As of
|
||||||||
March 31, 2025
|
December 31, 2024
|
|||||||
Receivable
|
||||||||
Affiliate:
|
||||||||
Operadora Hotelera GI, S. A. de C. V. (1)
|
$
|
13,028,859
|
$
|
20,437,260
|
||||
Total related parties receivable
|
$
|
13,028,859
|
$
|
20,437,260
|
As of
|
||||||||
March 31, 2025
|
December 31, 2024
|
|||||||
Payable:
|
||||||||
Affiliate:
|
||||||||
Servicios Corporativos BVG, S. A. de C. V. (2)
|
$
|
6,900,729
|
$
|
5,118,043
|
||||
Edificaciones BVG, S. A. de C. V.(3)
|
21,596,313
|
26,101,880
|
||||||
Murano Management, S. A. de C. V. (4)
|
7,940,115
|
8,775,905
|
||||||
Sofoplus S.A.P.I de C. V., SOFOM ER (5)
|
9,632,658
|
9,828,200
|
||||||
Fideicomiso Irrevocable de Emisión,
Administración y Pago No. CIB 4323(6)
|
5,763,391,677
|
5,570,220,788
|
||||||
Total related parties payable
|
5,809,461,492
|
5,620,044,816
|
||||||
Current portion
|
$
|
510,907,703
|
$
|
303,636,832
|
||||
Long-term portion
|
$
|
5,298,553,789
|
$
|
5,316,408,434
|
(1) |
This balance is integrated into the following transactions:
|
(i) |
Guarantee deposit in the amount of $4,870,138 for lease payments included in the balance as of March 31, 2025 and December 31, 2024, respectively.
|
(ii) |
Advance payments for expense reimbursement in the amount of $8,158,721 and $15,567,122 as of March 31, 2025 and December 31, 2024, respectively.
|
(2) |
This balance is generated by specialized administrative services given to the Trust.
|
(3) |
This balance is generated by construction services given to the Trust.
|
(4) |
Specialized administrative services and expense reimbursement given to the Trust.
|
(5) |
Financial factoring with suppliers for discounting their invoices with Sofoplus.
|
(6) |
This balance is composed of the following loan agreements:
|
(i) |
On September 12, 2024, the issuer trust Fideicomiso Irrevocable de Emisión, Administración y Pago No. CIB/4323 a loan agreement with maturity of 7 years in the amount of U.S.$248,161,222 and signed and amendment to the loan agreement on
the same date to increase the amount of the loan up to U.S.$285,534,199. This loan accrues interest at an annual rate of a 11% plus a 2% of payment in kind (PIK) interest which is capitalized during the first 3 years of the credit. The
balance in net of amortized cost.
|
5. |
Property, construction in process and equipment
|
Construction in
|
||||||||||||||||||||||||
Land
|
process
|
Buildings
|
Elevators
|
Furniture (1)
|
Total
|
|||||||||||||||||||
Cost:
|
||||||||||||||||||||||||
Balances as of January 1, 2024
|
$
|
3,000,019,522
|
$
|
6,347,570,388
|
$
|
-
|
$
|
-
|
$
|
688,723
|
$
|
9,348,278,633
|
||||||||||||
Additions
|
1,267,130,396
|
-
|
-
|
-
|
1,267,130,396
|
|||||||||||||||||||
Capitalization of FF&E and
|
||||||||||||||||||||||||
OS&E, buildings and elevators
|
(3,262,598,851
|
)
|
2,997,828,444
|
9,005,919
|
255,764,488
|
-
|
||||||||||||||||||
Revaluation
|
895,920,272
|
217,896,510
|
103,141,422
|
-
|
-
|
1,216,958,204
|
||||||||||||||||||
Balances as of December 31, 2024
|
$
|
3,895,939,794
|
$
|
4,569,998,443
|
$
|
3,100,969,866
|
$
|
9,005,919
|
$
|
256,453,211
|
$
|
11,832,367,233
|
||||||||||||
Balances as of January 1, 2025
|
$
|
3,895,939,794
|
$
|
4,569,998,443
|
$
|
3,100,969,866
|
$
|
9,005,919
|
$
|
256,453,211
|
$
|
11,832,367,233
|
||||||||||||
Additions
|
-
|
140,717,091
|
-
|
-
|
-
|
140,717,091
|
||||||||||||||||||
Balances as of March 31, 2025
|
$
|
3,895,939,794
|
$
|
4,710,715,534
|
$
|
3,100,969,866
|
$
|
9,005,919
|
$
|
256,453,211
|
$
|
11,973,084,324
|
Construction in
|
||||||||||||||||||||||||
Land
|
process
|
Buildings
|
Elevators
|
Furniture (1)
|
Total
|
|||||||||||||||||||
Accumulated depreciation:
|
||||||||||||||||||||||||
Balances as of January 1, 2024
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
(80,350
|
)
|
$
|
(11,478
|
)
|
||||||||||
Depreciation
|
-
|
-
|
(55,745,783
|
)
|
(675,444
|
)
|
(57,154,654
|
)
|
(113,575,881
|
)
|
||||||||||||||
Balances as of December 31, 2024
|
-
|
-
|
(55,745,783
|
)
|
(675,444
|
)
|
(57,235,004
|
)
|
(113,656,231
|
)
|
||||||||||||||
Balances as of January 1, 2025
|
-
|
-
|
(55,745,783
|
)
|
(675,444
|
)
|
(57,235,004
|
)
|
(113,656,231
|
)
|
||||||||||||||
Depreciation
|
-
|
-
|
(19,381,065
|
)
|
(225,148
|
)
|
(19,469,496
|
)
|
(39,075,709
|
)
|
||||||||||||||
Balances as of March 31, 2025
|
-
|
-
|
(75,126,848
|
)
|
(900,592
|
)
|
(76,704,500
|
)
|
(152,731,940
|
)
|
||||||||||||||
Carrying amounts as of:
|
||||||||||||||||||||||||
December 31, 2024
|
$
|
3,895,939,794
|
$
|
4,569,998,443
|
$
|
3,045,224,083
|
$
|
8,330,475
|
$
|
199,218,207
|
$
|
11,718,711,002
|
||||||||||||
March 31, 2025
|
$
|
3,895,939,794
|
$
|
4,710,715,534
|
$
|
3,025,843,018
|
$
|
8,105,327
|
$
|
179,748,711
|
$
|
11,820,352,384
|
(1) |
Includes FF&E and OS&E assets.
|
Valuation technique
|
Significant unobservable inputs
|
Inter-relationship between
significant unobservable
inputs and fair value
measurement
|
||
Land
Trust directors use the market-based approach to determine the value of the land as described in the valuation reports prepared by the appraisers.
In estimating the fair value of the subject assets, the appraiser performed the following:
• Researched market data to obtain information pertaining to sales and listings (comps) that are similar to the Subject Asset.
• Selected relevant units of comparison (e.g., price per square meter), and developed a comparative analysis for each.
• Compared the comps to the Subject Asset using elements of comparison that may include, but are not limited to, market conditions, location, and physical
characteristics; and adjusted the comps as appropriate.
• Reconciled the multiple value indications that resulted from the adjustment of the comps into a single value indication.
• The selected price per square meter is consistent with market prices paid by market participants and/or current asking market prices for comparable properties.
|
The appraiser compared the comps to the Subject Assets using comparison elements that include market conditions, location, and physical characteristics.
• Location (0.80 - 1).
• Size (1.08 - 1.20).
• Market conditions (0.8 - 1).
|
The estimated fair value would increase if the adjustments applied were higher.
|
Construction in process
Trust directors use the cost approach to determine the value of construction in process as described in the valuation reports prepared by the appraisers.
In estimating the fair value of building and site improvements, the appraiser performed the following:
• Estimated replacement cost of the building and site improvements, as though new, considering items such as indirect costs.
• Estimated and applied deductions related to accrued depreciation, resulting from physical deterioration, and work in progress.
|
The appraiser used an adjustment factor regarding the status of the construction in process.
Work in progress adjustment (0.6 - 0.98).
|
The estimated fair value would increase if the adjustments applied were higher.
|
Buildings
Trust directors use the cost approach to determine the value of buildings in current operation that has beginning their ramp up period (Cancun Complex/Hotel Vivid portion).
In estimating the fair value of building and site improvements, the appraiser performed the following:
• Estimated replacement cost of the building and site improvements, as though new, considering items such as indirect costs.
• Estimated and applied deductions related to accrued depreciation, resulting from physical deterioration, and work in progress.
|
N/A
|
N/A as not adjustment factor was used.
|
As of
|
||||||||
March 31, 2025
|
December 31, 2024
|
|||||||
Land
|
$
|
203,300,683
|
$
|
203,300,683
|
||||
Construction in process
|
2,843,507,745
|
2,702,790,653
|
||||||
Buildings
|
1,898,287,590
|
1,898,287,590
|
||||||
Total
|
$
|
4,945,096,018
|
$
|
4,804,378,926
|
6. |
Income tax
|
7. |
Commitments and contingencies
|
1. |
In accordance with Mexican Tax Law, companies carrying out transactions with related parties are subject to certain requirements as to the determination of prices, which should be similar to those that would be used in arm´s-length
transactions. Should the tax authorities examine the transactions and reject the related-party prices, they could assess additional taxes plus the related inflation adjustment and interest, in addition to penalties of up to 100% of the
omitted taxes.
|
2. |
The Trust, like its assets, are not subject to any legal contingency other than those of a routine nature and characteristic of the business. From transactions with related parties, tax differences could arise if the tax authority, when
reviewing said operations, considers that the process and amounts used by the Trust are not comparable to those used with or between independent parties in comparable operations.
|
3. |
The Trust has analyzed the risk of future covenant breaches in the following twelve months under the terms of the Senior Secured Notes. As referred to in the Going Concern Note 2c, in order to address and mitigate the risks of such
future possible covenant breaches including payment of debt service and cash reserve requirements, amongst others. The Trust has hired specialist professional advisors who are experienced in debt restructuring, to advise the Trust on a
plan to execute a possible restructuring of the Senior Secured Notes. Whilst the terms of such a restructuring of the Senior Secured Notes have not yet been agreed with the noteholders, Management believes that, based on the advice and
experience of the professional advisors, such a restructuring plan like to be successful.
|
8. |
Subsequent events
|
1. |
On April 22, 2025, Operadora Hotelera GI, S. A. de C. V. on behalf of the Issuer Trust, gave notice of the occurrence of a Rapid Amortization Event due to the failure by the Issuer Trust to maintain a debt service coverage ratio of at
least 1.0:1.0 as of the calculation date falling on March 31, 2025. Such Rapid Amortization Event did not result in the debt being callable under the terms of the Senior Secured Notes.
|
2. |
The Trust is exploring strategic alternatives to complete phase one of the GIC Complex (including assessing funding needs, additional revisions to the project’s development pipeline, and discussing with the current hotel operator
regarding potential changes to the current operations and administration services agreement).
|