Metrospaces Receives Final Construction Permits on Hotel Santo Cristo and Tulasi Mandir Hotel and Spa
MIAMI, FL--(Marketwired - Dec 15, 2015) - Metrospaces, Inc. (OTC PINK : MSPC ) announces final and full planning approval for both its Venezuelan hotel projects. Mr. Oscar Brito, Company CFO, stated: "Metrospaces had received preliminary planning permits that allowed the beginning of the construction of these 2 projects, subject to certain changes and comments. Those changes and comments have been approached and we now have full and final planning approval. This will allow us finalize our loan approval requests and to begin construction as soon as funding is agreed by the banks we are currently negotiating with. Additionally, with the opposition party winning congress in Venezuela with an overwhelming majority over current administration, we expect to see a more business-friendly environment for investors and the economy. We believe this could be a turning point in the Venezuelan economy, and we expect this new economic change to be very positive mid and long-term to our hotel projects. In the last 3 weeks, both Argentina and Venezuela have had mayor political shifts in government, expected to bring more economic growth and opportunities for investors. The hotel industry is heavily underinvested in these 2 economies, and we see ourselves well-positioned to take advantage of certain market conditions."
For a company Fact Sheet: https://db.tt/RojE1mC5
In continuation, here is an update on our projects and investment highlights:
Telmo & Tango Apart-Hotel: Located in San Telmo Buenos Aires and originally launched as Chacabuco 1353 Residencies, this 26-unit apart-hotel project has been re-launched as Telmo & Tango Apart-Hotel. This new business plan allows Metrospaces to sell the units under a fractional sales strategy, expected to generate approximately 2X the original residency sales price. Additionally, the company will retain the hotel management business once the project has been completed. Expected revenue on the sale of the fractional sales strategy is approximately $3 million with a 25% EBITDA margin, and will generate approximately $550K in revenue and 25% EBITDA margin annually on the hotel management business. For more information: https://db.tt/UnCrb4pD
Tulasi Mandir Hotel and Spa: The Company has successfully acquired 60% of this project. This is a 28-unit ultra-luxury hotel and villa project located in Coche Island, Venezuela. It is a high-end hotel and spa, aimed at more discerning clients. It will attend an unserved high-end market in Coche Island. We expect to charge $280-$350 per night, and have occupation rates above 70%. The project is currently about 15% executed with full permits in place. All permits have been successfully renewed as of end of October, and we have presented loan applications to Banco Bicentenario, Banco de Venezuela and Banco Provincial BBVA 3 of Venezuela's main commercial banks. We expect to have loan approval in the next 3 months or so. For more information: https://db.tt/StIPXi3H
Ikal Lodge and Winery: Ikal Lodge and Winery is a 75-hectare wine based hotel and vacation home project, located in Mendoza, Argentina. The amazing project consists of a 25-master suite luxury hotel, a world-class winery and 29 luxury villas that will be sold under fractional ownership. Total revenue from the sale of the villas is expected to be at approximately $100 million, with and EBITDA of about 45%. Metrospaces has executed and LOI to acquire the project. We are in advanced negotiations with 3 potential investors to put up 100 financing. We expect to close on this funding before end of 2015. For more information, please see: www.ikal1150.com. For more information:https://db.tt/0OyHd3ZM
Quality of Life Boutique Hotel: The Company has executed and paid for an option to acquire a 22-rooom luxury boutique hotel in Morrocoy, Venezuela. The acquisition is for Bs.300 million which at the official exchange rate, represents approximately $1.5M. Currently, the hotel does about $300,000 in revenue with a 25% EBITDA margin. With our repositioning plan having been executed, we expect to bring it to about $700,000 in revenue with a 35% EBITDA. Financing is expected to come from Banco Bicentenario and to close within 120 days. For more information: https://db.tt/UVUyF3QN
Hotel Santo Cristo de Pariaguan: This is the company's first entrepreneurial hotel project. Metrospaces originally acquired a 1/3 interest in this hotel project, however we are currently negotiating with partners to increase our stake 60%. The project received approval from the Ministry of Tourism, so planning approval and financing are well on track. Currently, the project has been introduced to the City Council and we expect complete planning approval before end of 2015. At that point, we will be approaching 3 of the major local banks for total funding. We expect to begin construction in 1Q of 2016. The hotel is a 122-room 4 star business hotel. The hotel looks to take advantage of the vast lack of hotel infrastructure in the Orinoco Oil Belt formation. Here is a link to a presentation: https://db.tt/MnqmxbTy
El Naranjo Yunga Estates: El Naranjo Yunga Estates project consists of 3000 hectares (7,143 acres) of undeveloped virgin land in the pre-Amazon region, northern Argentina. It will have 32 lots of an average size of 45 hectares (112 acres) giving each owner a real sense of "land ownership" in one of the most beautiful getaway places on earth. Additionally, the property will have an 8-room boutique hotel run and operated by renowned and prestigious luxury boutique hotel operator. This hotel will be made mostly to provide concierge services to the estates, and for guests of our landowners. Each lot is forecasted to be sold for $560,000 for total project revenue of about $18 million in 4 years approximately. Total land and development costs are expected to come in at about $8 million, thus providing and IRR of over 120% and $10 million in EBITDA. For more information: https://db.tt/lXwggoal
Other company highlights:
JV Agreement with Prohotels of Argentina: In its refocusing of the company's business plan to hotel development, Metrospaces has executed a JV Agreement with Prohotels (http://www.prohotels.com/). This partnership gears itself perfectly with the company's development and financing skills. This agreement calls for the development of 4 new hotels in the coming 3 years. It is a testament to our business plan execution.
Other Projects: The Company will continue to make a strong focus on building a chain of hotels, aimed at niche markets. In particular, we are looking at the possible acquisition of a 100% interest in another lot in the Orinoco Oil Belt region. Additionally, we are in talks to acquire 2 operating hotels.
About Metrospaces:
Metrospaces www.metrospaces.net is a publicly traded real estate investment and Development Company which acquires land, designs, builds, and develops then resells condominiums and Luxury High-End Hotels, principally in urban areas of Latin America. The company's current projects are located in Buenos Aires, Argentina, and Caracas, Venezuela.
Six years ago Metrospaces shareholders saw a unique opportunity to participate in several exciting property markets around the world. Through their worldwide network of highly recognized real estate entrepreneurs, the company was able to capitalize on unique real estate development opportunities. Since inception the company has leveraged those relationships along with extensive financial expertise and transformed excellence by results.
Metrospaces is a boutique real estate development company, a product of the alliance of Metrospace shareholders, along with an elite group of real estate professionals and entrepreneurs located around the world. Company shareholders have extensive careers in real estate financing worldwide, and have funded projects both in the Americas and across Europe valued in excess of US $450 Million.
Metrospaces' majority shareholders have partnered with Investors on Elite properties including The London BLVGARI 5 Star Hotel, and are currently involved in negotiations for the development of several Elite luxury properties in South America.
Among Metrospace partners are Architects, Real Estate Developers, Agents and Attorneys of the highest standing, with extensive experience in the global property market.
Metrospaces was originally founded by company President Oscar Brito.
Safe Harbor Statement: Statements in this news release may be "forward-looking statements". Forward-looking statements include, but are not limited to, statements that express our intentions, beliefs, expectations, strategies, predictions or any other statements relating to our future activities or other future events or conditions. These statements are based on current expectations, estimates and projections about our business based, in part, on assumptions made by management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may, and are likely to, differ materially from what is expressed or forecasted in forward-looking statements due to numerous factors. Any forward-looking statements speak only as of the date of this news release and Metrospaces Inc. undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date of this news release.
Form 10-Q/A for METROSPACES, INC.
30-Dec-2015
Quarterly Report
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
THE FOLLOWING DISCUSSION SHOULD BE READ IN CONJUNCTION WITH THE COMPANY'S FINANCIAL STATEMENTS AND THE NOTES TO THOSE STATEMENTS AND OTHER FINANCIAL INFORMATION APPEARING ELSEWHERE IN THIS REPORT.
General
We acquire land and design, build, develop and resell condominiums on it, principally in urban areas in Latin America, alone or together with investors; we are also acquiring condominiums that are under construction for resale, but do not intend to conduct business in this manner after these condominiums have been sold. We sell condominiums at different prices, depending principally on their location, size and level of options and amenities to customers who are able to make substantial payments upon signing purchase agreements and at agreed time as construction progresses. Our current projects are located in Buenos Aires, Argentina, and Caracas, Venezuela. One of these projects is nearing completion, one has commenced construction and one is in the planning stage. We are considering projects in Peru and Colombia, but have taken no measures to implement them. We will market directly with our own sales force by personal contact, through real estate brokers and agents and internet websites. We will also manage these condominiums for customers who wish to lease them on a long- or short-term basis. The Company's operating subsidiary, Urban Spaces, Inc., a Nevada corporation ("Urban Spaces") which the Company acquired on August 13, 2012, commenced operations on April 3, 2012. The Company is a development-stage company.
Our consolidated financial statements include only the periods commencing with the inception of our operating subsidiary, Urban Spaces, on April 3, 2012, include the financial statements of Urban Spaces and its subsidiaries and do not include any historical financial data of the Company, which was incorporated on December 10, 2007, and which never conducted any business until April 3, 2012. Accordingly, these financial statements are those of Urban Spaces, which was the accounting acquirer in the merger which is discussed below. Our History
Prior to the Merger
The Company was incorporated in Delaware on December 10, 2007, under the corporate name "Strata Capital Corporation." The Merger
On August 13, 2012, the closing under the Merger Agreement took place and on October 5, 2012, Urban Spaces and Acquisition filed articles of merger with the Secretary of State of the State of Nevada, pursuant to which Acquisition was merged with and into Urban Spaces, with Urban Spaces being the surviving corporation. As a result of the Merger, the Company is no longer a shell company. In connection with the Merger, the Company issued 2,000,000,000 shares of Common Stock to Oscar Brito, the sole holder of the common stock of Urban Spaces, who thereby became the Company's controlling stockholder. Upon the closing of the Merger, Richard Astrom resigned as the Company's sole director and president and Oscar Brito became the Company's sole director and president.
Also in connection with the Merger:
� On August 13, 2012, the Company completed a private placement with 9 investors (the "Private Placement") of 335,200,000 shares of Common Stock for proceeds of $36,396 in cash and payment for services valued at $3,604 under Securities Purchase Agreements. The price paid by each investor was 0.0001193317 per share. The Company also entered into Registration Rights Agreements with these investors, pursuant to which the Company filed the registration statement under the Securities Act covering the shares issued in the Private Placement, which became effective on May 15, 2013.
� Richard S. Astrom, the Company's president and sole director, entered into an Exchange Agreement with the Company, under which 10,000,000 shares of the Company's Series A Preferred Stock owned by him and $170,146 of the Company's indebtedness to him were exchanged for the proceeds of the Private Placement and a secured promissory note of the Company payable to him in the principal amount of $260,000 and bearing interest at the rate of 0.24% per annum. The promissory note is due on August 13, 2013, is subject to acceleration in the event of certain events of default, contains certain restrictive covenants and is secured by a pledge of all of the shares of common stock of Urban Spaces.
� On October 31, 2012, the Company filed a certificate of amendment to its certificate of incorporation with the Secretary of State of the State of Delaware changing the Company's corporate name from "Strata Capital Corporation." to "Metrospaces, Inc."
As a result of the Merger, we became a company that acquires and develops land in urban areas, principally in South American markets, primarily for the construction of condominiums on such land and sell them at different prices and with varying levels of options and amenities to customers who are able to make substantial payments upon signing purchase agreements and at agreed times as construction progresses. We will market directly with our own commissioned sales force, by personal contact by our officers, which will not involve additional compensation to them, through real estate brokers and agents and internet websites and manage these condominiums for customers who wish to lease them on a long- or short-term basis.
Post-Merger
On January 13, 2015, we acquired all of the common stock or Bodega IKAL, S.A., an Argentine corporation, and of Bodega Silva Valent S.A., an Argentine corporation, comprising all of its share capital (the "Contrato"). IKAL owns approximately 185 acres of land, located in Valle de Uco, Province of Mendoza, Argentina. IKAL currently produces approximately 770,000 to 1,100,000 pounds of wine grape per annual harvest on a portion of this land. Ikal sells cabernet sauvignon, merlot, pinot noir and chardonnay wine under the "Ikal" and "Ikal 1150" brands. The wine producing operation is financially self-sustained, but is not generating profits. Total wine production, including sales of the bottled wine, generated approximately $220,000 in revenue in 2014 and in the first three quarters of 2015 has generated revenue of $214,000.
IKAL has received approval to develop a 25 master suite hotel, a 53,000 gallon capacity winery and 29 luxury villas in which it will sell fractional ownership interests. Total costs for constructing the hotel and winery are expected to be approximately $7.5 to 8.0 million; when commenced, construction will require 2 to 2.5 years to complete. Total costs for constructing the villas is expected to be $10.5 million; when commenced, construction will require 2-2.5 years to complete. Revenue from the sale of fractional interests is expected to be $75 to 80 million. Metrospaces will look to raise these funds from third-party investors, as lenders and/or equity investors. Because of the current state of the Argentinian debt markets, we do not believe that we will be able to obtain bank financing for the foreseeable future.
On June 4, 2015, the Company has entered into agreements under which it will acquire 60% of the shares of Sociedad Mercantile Inversora Caribe Mar, C.A. ("Carib Mar") from Oscar Brito, Senior vice president and shareholder of the Company for $500. Carib Mar owns 12.000 square meters of land on Coche Island in the State of Nueva Esparta, Venezuela, on which it plans to build a hotel. On July 7, 2014, Mr. Brito, acquired 312,500 shares of Caribe Mar, comprising 50% of its shares from LW Proyectos y Construcciones C.A., a Venezuelan corporation (the "LW Shares"), and acquired 62,500 shares of Caribe Mar, comprising 10% of its shares, from Isaias Arturo Medina Meijas.
Mr. Medina held a right of first refusal with respect to the transfer of the LW Shares, which he waived under an agreement, in consideration of a payment of $50,000 in cash and 2,000 shares of the Series D PIK Convertible Preferred Stock of the Company.
The shares of Series D Preferred Stock, when issued and delivered, will have a liquidation preference of $100.00 per share, will accrue dividends at the quarterly rate of $2.1875 per share to be paid prior to the payment of dividends on the common stock, will be optionally redeemable by the Registrant in certain events, and will be convertible into shares of common stock on and after February 1, 2016, such that each share of Series D Stock will be convertible into a number of shares of common stock equal to the Liquidation Value of such share of Series D Stock divided by 90% of the Market Price, as defined, of a share of common stock. Each holder of Series D Stock will have the right to cast at meetings of stockholders a number of votes equal to the number of shares that he holds divided by the market price of a share of common stock.
On September 30, 2015, the Company and Oscar Brito entered into an agreement entitled "Cesion de Derecho Preferencial de Acciones de la Sociedad Mercantil Promotodora de Turismo Hecos, C.A.," under which Mr. Brito would transfer to the Corporation 1,000 shares of Sociedad Mercantil Promotodora de Turismo Hecos, C.A. ("Hecos"), constituting one-third of its share capital, in exchange for 2,500 shares of the Corporation's Series D PIK Convertible Preferred Stock ("Series D Stock"), the certificate of designations of which is being filed with the Secretary of State of the State of Delaware and the provisions of which are discussed above. The shares that he sold to the Registrant comprise his entire interest in Hecos. Hecos owns 20,000 square meters of land in the Jurisdiction of Parroquia Pariaguan, Municipio Francisco de Miranda, State of Anzoategui, as well as architectural plans, engineering plans, renderings and a web site relating to the construction of a hotel on that property.
Our Common Stock is quoted on OTC Pink under the trading symbol "MSPC."
RESULTS OF OPERATIONS
We had negative revenues of $99,150 for the three months ended September 30, 2015, and no revenues for the three months ending September 30, 2014. The negative revenues of $99,150 for the three months ended September 30, 2015, resulted from the repricing of an agreement relating to the purchase of grapes due to market circumstances in Argentina. The cost of generating these revenues was $33,145 for the three months ended September 30, 2015, and the Company did not generate any revenue for the three months ended September 30, 2014. As a result, we generated a gross loss of $130,295 for the three months ended September 30, 2015, compared to $0 for the three months ended September 30, 2014.
General and Administrative Expenses
General and administrative expenses for the three months ended September 30, 2015, were $124,068, compared with $6,573 for the three months ended September 30, 2014. These expenses were higher during the later period primarily because of expenses, including legal and accounting expenses, associated with being a public company, stock-based compensation and the increased d expenses of new subsidiaries.
Interest
Interest expense for the three months ended September 30, 2015, was $2,320,202, compared with $51,906 for the period ended September 30, 2014. Of the interest expense for the three months ended September 30, 2015, $5,922 was for accrued interest and for the three-month period ended September 30, 2014, was $4,125; in each period, the remaining portion of interest was for non-cash items relating to the derivative accounting for the embedded conversion feature of our convertible debt.
Other Gains and Expenses
We also incurred a gain on the change in fair value of derivative relating to the conversion feature of our convertible debt, and a gain on extinguishment of debt due to the accounting treatment of the conversion of convertible debt with a corresponding embedded conversion option accounted for as a derivative. Net Loss
We had a net loss of $2,051,189 for the three-month period ended September 30, 2015, compared with $487,907 for the three-month period ended September 30, 2014. The reasons for the increase in net loss were that interest increased to $2,320,202 in the later period from $51,906 in the earlier period and the increase in general and administrative expense. We incurred a non-cash gain of $487,879 on change in fair value of derivative as the result of the conversion of portions of convertible instruments into Common Stock. We also had a gain of $35,498 from the extinguishment of debt.
NINE MONTHS ENDED SEPTEMBER 30, 2015
Revenues and Gross Profits
We had revenues of $214,171 for the nine-month period ended September 30, 2015, and no revenues for the nine-month period ended September 30, 2014. The cost of generating these revenues was $141,591 for the nine months ended September 30, 2015, and the Company did not generate any revenue for the nine months ended September 30, 2014. As a result, we generated a gross profit of $72,580 for the nine months ended September 30, 2015, compared to $0 for the nine months ended September 30, 2014.
General and Administrative Expenses
General and administrative expenses for the nine months ended September 30, 2015, were $334,468, compared with $65,849 for the nine months ended September 30, 2014. These expenses were higher during the later period primarily because of expenses, including legal and accounting expenses, associated with being a public company, stock-based compensation and the increased d expenses of new subsidiaries.
Interest
Interest expense for the nine months ended September 30, 2015, was $10,957,746, compared with $383,343 for the nine months ended September 30, 2014. Of the interest expense for the nine months ended September 30, 2015, $15,987 was for accrued interest and for the nine-month period ended September 30, 2014, was $12,375; portion of interest was for non-cash items relating to the derivative accounting for the embedded conversion feature of our convertible debt increased by $200,729 in the later period.
Other Gains
We also received a gain on the change in fair value of our derivative instrument relating to the conversion feature of our convertible debt, and a gain loss on extinguishment of debt due to the accounting treatment of the conversion of convertible debt with a corresponding embedded conversion option accounted for as a derivative.
Net Loss
We had a net loss of $5,475,285 for the nine-month period ended September 30, 2015, compared with $1,019,155 for the nine-month period ended September 30, 2014. The principal reason for the increase in net loss was the increased interest expense resulting from the fair value of the derivative liability in excess of the face value of the note, which was recorded as interest upon inception. This was net against a gain on fair value of the derivative liability due to the decline in the fair value of our quoted stock price and a gain on extinguishment of debt during the nine month period.
LIQUIDITY AND CAPITAL RESOURCES Our net loss for the nine months ended September 30, 2015, was $5,475,285 and our accumulated deficit at that date was $9,850,259. We had $71,999 in cash available at that date. We financed our operations during this period through the issuance of a note in the principal amount of $166,360, the issuance of stock for $400 and the receipt of $29,415 from an acquisition. During the nine-month period then ended, Mr. Oscar Brito, our president, earned $11,250 in salary from Urban Spaces. We were unable to pay this obligation and it has been accrued in our financial statements. We will be able to pay this and our other obligations only from revenues from our operations and/or financing. Given our current financial condition and prospects, we can give no assurance as to whether or when we will be able to do so.
Net cash used in operating activities for the nine months ended September 30, 2015, was $78,716.
Net cash provided by financing activities for the nine months ended September 30, 2015, was $110,494.
Cash Requirements
We believe that we will require approximately $200,000 in working capital to fund our operations for the next 12 months.
In addition, we have received or will require funding for our projects as follows:
� During the second quarter of 2013, GBS Real Estate Fund I, LLC, a Florida limited liability company ("GBS Fund"), which is the developer of our Los Naranjos 320 Project, obtained financing of approximately $1 million from a Venezuelan bank, reducing the projected $2 million cost for this project by a like amount. During the second and third quarters of 2015, GBS Fund received additional bank financing commitments for $750,000, with funds to be disbursed as construction milestones are met. We believe that we will be able to meet the remaining construction costs for this project by presales of units.
� Our total financing needs for our Las Naranjas 450 Project were approximately $2.2 million. Once we begin construction, we expect to obtain an initial construction loan of $1 million from the same bank that is currently financing the Las Naranjas 320 Project, with further financing of $850,000 as construction milestones are met.
� In the third quarter of 2013, we sold our rights to four of the nine 9 condominium units in our Chacabuco Project that are to be transferred to us when their construction is complete for $360,000, of which $320,000 is outstanding. We believe that we will receive approximately $850,000 (including the outstanding $320,000) for all of the nine units, which is $100,000 more than the $750,000 that that we are obligated to pay for them. However, until all of these units are sold and the payments for them are collected, no assurance can be given as to the profit or loss that we will accrue.
� We will also require $3 million to develop our IKAL project, $6 million for the project being developed by Hecos and $2 million for the project being developed Caribe Mar. We are holding discussions with banks for funding these projects and believe, but cannot assure, that such funding will be forthcoming on terms to be negociated.
Our ability to fund our operations as set forth above is subject to a number of factors, some of which are beyond our control, including our ability to obtain bank loans, to meet construction milestones, the prices at which we will be able to sell units and political and economic conditions in Venezuela, where these conditions have become and we believe will continue to be difficult and unpredictable, and Argentina. Accordingly, we cannot assure that we will be able to fund our operations as described above.
We also owe $304,612 in respect of notes that we have issued, of which $26,990 is now payable and $96,600 of which will become due by the end of 2016. Of this indebtedness, $0 is in default. A substantial portion of this indebtedness is convertible into common stock. Such conversion would result in the reduction of such indebtedness, but we cannot predict whether such conversions will occur or, if so, in what amount.
To the extent that we do not receive funds as expected, we plan to fund our activities during the balance of 2015 and beyond through the sale of debt or equity securities and increased preconstruction sales of condominiums and/or deposits on condominium units sold after construction of a project commences but before these units are delivered. Our ability to obtain funding from pension funds in Argentina has been restricted by the recent nationalization of the largest Argentine pension funds. We believe that we will be able to obtain funding for our projects from private lenders, but can give no assurance that we will be successful in so doing or that such financing, if available, will be on acceptable terms.
In Latin American countries, the proceeds of preconstruction sales and deposits are not held in escrow pending closing, but may be used freely. Most commonly, we will make a preconstruction sale of one or a few penthouse or luxury condominiums in a project at a discount of 15%-25% from their list price. This discount approximates the rate of interest that we would pay for borrowed money in these countries. Such preconstruction sales and deposits are respectively expected to provide approximately 10% to 25% of a project's costs. We believe that we will receive approximately $650,000 from preconstruction sales and deposits over the next 12 months.
On April 13, 2012, one of our subsidiaries entered into an agreement under which it is acquiring the 9 condominium units in Argentina for $750,000. Payment was to be made in an installment of $350,000 on October 15, 2013, and an installment of $400,000 on October 15, 2014, based upon the promise of the seller to deliver them by May 31, 2013. The units have not yet been delivered and under an agreement with the seller, each of these due dates has been extended by the number of days after May 31, 2013, that they remain undelivered. Our interest in the subsidiary that is acquiring these units has been pledged to secure this obligation.
We can give no assurance that any of the funding described above will be available on acceptable terms, or available at all. If we are unable to raise funds in sufficient amount, when required or on acceptable terms, we may have to significantly reduce, or discontinue, our operations. To the extent that we raise additional funds by issuing equity securities or securities that are convertible into our equity securities, our stockholders may experience significant dilution.
Off-Balance Sheet Arrangements
We currently do not have any off-balance sheet arrangements.
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