Thunderbird Resorts Inc. ("Thunderbird") (FSE: 4TR; and Euronext: TBIRD) is pleased to announce that its 2022 Half-year report has been filed with the Euronext ("Euronext Amsterdam") and the Netherlands Authority for Financial Markets ("AFM"). As a Designated Foreign Issuer with respect to Canadian securities regulations, the Half-year report is intended to comply with the rules and regulations set forth by the AFM and the Euronext Amsterdam.
Copies of the 2022 Half-year report and Unaudited Consolidated Financial Statements Report in the English language will be available at no cost at the Group's website at www.thunderbirdresorts.com. Copies in the English language are available at no cost at the Group's operational office in Panama and at the offices of our local paying agent ING Commercial Banking, Paying Agency Services, Location Code TRC 01.013, Foppingadreef 7, 1102 BD Amsterdam, the Netherlands (tel: +31 20 563 6619, fax: +31 20 563 6959, email: iss.pa[email protected]). Copies are also available on SEDAR at www.SEDAR.com.
Below are certain material excerpts from the full 2022 Half-year report the entirety of which can be found on our website at www.thunderbirdresorts.com.
Dear Shareholders and Investors:
The below summarizes the Group's performance through June 30, 2022.
A. EBITDA: Peru property EBITDA increased by $64 thousand and adjusted EBITDA by $99 thousand over the same period in 2021. The increases were driven by a $439 thousand increase in revenue over the same period, while expenses were controlled given the inflationary environment.
B. Profit / (Loss): Based on Continuing Operations, the Group experienced a Profit of $241 thousand, a decline of $160 thousand as compared to Half-year 2021. While cash expenses below the EBITDA line improved, the decline in income was driven by higher non-cash expenses.
C. Net Debt: There was essentially nil progress in net debt in the period. We do expect to announce material progress with net debt by the end of the fiscal year 2022.
1. IMPACT OF COVID-19 ON 2021 AND BEYOND
Covid-19 continues to impact on our markets. Having said that, Management has stabilized its operations and its cash management. To be prudent, however, we maintain unchanged our Management Statement on Going Concern as last updated in our 2021 Annual Report.
2. SHAREHOLDER MANDATE AND OUR ASSETS
We continue to pursue decisions that support the best interest of shareholders according to the shareholder mandate set forth in the September 21, 2016 Special Resolutions. Please read the following carefully.
A. Peru Real Estate Assets: As of the publication of this 2022 Half-year Report, the Group completed the process to convert a 66-suite hotel into a condominium apartment building of 66 units for sale. In the same mixed-use building, the Group also continues to own approximately 6,703 m2 of rentable-sellable office space, and 158 underground parking spaces. Please note the following:
- The Group completed the conversion of the 66-suite hotel into condominiums. Sales are advancing. We project to have completed sale of all condominiums in the first half of 2023.
- The Group is evaluating the conversion of its 6,703 m2 of offices to apartments. Given the pre-sale performance of the hotel conversion into condominium apartments, the Group has begun an analysis of the conversion of its office complex (located in the same building). We have contracted for construction plans and are in the budgeting mode. We have active tenants, the construction budget would likely be in excess of $3 million, and the timing of such a project could take one to two years. The Group will keep shareholders apprised.
B. Nicaragua Gaming and Real Estate Assets: As of the publication date of this 2022 Half-year Report, the Group continues to own a 56% interest in a Nicaraguan holding company that owns the following assets: i) Gaming: Five full casinos and two slot parlors with a combined approximately 733 gaming positions; and ii) Real Estate: Approximately 4,562 m2 of land divided among 5 parcels, and some with tenant improvements as more fully detailed on page 10.
C. Costa Rica Real Estate Asset: As of the publication of this 2022 Half Year Report, the Group continues to own a 50% interest in a Costa Rican entity that owns the 11.6-hectare real estate property known as "Tres Rios". Tres Rios, with its own, dedicated off ramp, is located close to the country's 2nd largest mall on the highway between the capital city of San Jose and the commuter city of Cartago.
GROUP OVERVIEW: The Group's consolidated profit/ (loss) summary for the six months ended June 30, 2022, as compared with the same period of 2021 is contained in the Group's 2022 Half-year Report located at www.thunderbirdresorts.com. In summary, Group revenue increased by $439 thousand or 6.7%, while adjusted EBITDA increased by $99 thousand or 4.9%.
During the half-year ended June 30, 2022, the Group engaged in the following material events:
- Peru Hotel Real Estate Converted to Apartment Units: As of the date of publication of this 2022 Half year Report, the Group has converted it's 66-suite hotel in Lima, Peru into a 66-unit condominium apartment complex. The Group has: i) Legally sub-divided the former hotel in to 66 individually titled apartment units; ii) Procured all change of use and other regulatory approvals; and iii) Restructured approximately $4.5 million of senior debt based on the change of use, enabling us to sell units and accelerate debt payment with each sale.
- The Group is evaluating the conversion of its 6,703 m2 of offices to apartments: Given the pre-sale performance of the hotel conversion into condominium apartments, the Group has begun an analysis of the conversion of its office complex (located in the same building). We have contracted for construction plans and are in the budgeting mode. We have active tenants, the construction budget would likely be in excess of $3 million, and the timing of such a project could take one to two years. The Group will keep shareholders apprised.
From the six months ended June 30, 2022 until the date of publication of this 2022 Half-year Report, the Group has engaged in the following material events:
- Peru Hotel Real Estate Converted to Apartment Units: The Group has now sold the majority of the units with possible completion of this transaction in the first half of 2023.
- Guatemala Tax Cases: In November 2019, the Third Economic court issued a resolution against the arguments of Thunderbird de Guatemala in a case related to 2009 tax period for an approximate amount of $100 thousand. An Administrative Cassation Appeal was filed in July 2021 before the Third Economic Court alleging that the judge omitted some of the arguments and facts presented by Thunderbird de Guatemala. On July 20, 2022, Thunderbird de Guatemala was served with the Supreme Court Resolution 01002-2021-00644, in which was decided to maintain the prior decisions against the Company interests. At this instance, no further challenges are available. The Company is registering a provision of approximately US$109,000 according to the amount stated in the March 19, 2021 ruling for this case.
RISK MANAGEMENT: For more detail on Risk Factors, see Chapter 5 of the Group's 2022 Half-year Report.
MANAGEMENT STATEMENT ON "GOING CONCERN": This statement is made taking into account the global health crisis and economic fallout caused by the pandemic Covid-19. There is instability in our markets and globally that could impact on Group activities in ways that are currently unpredictable. To account for the unpredictable conditions, in forecasting future cash flows in our assessment of Going Concern, Management has made certain extraordinary assumptions. Specifically, we have:
- Forecasted a materially negative impact on revenue for the years 2023 and 2024.
- Forecasted expenses to remain approximately at the levels they are as on date of publication of our 2022 Annual Report, meaning we are assuming (for Going Concern assessment only) that the Group has no more flexibility to drive down expenses further.
- Assumed that the Group will be able to continue to defer junior debt and to negotiate terms for repayment as liquidity becomes available.
- Assumed no development nor material construction, but do assume some repurposing of existing real estate to accommodate for changes in demand.
- Forecasted no extraordinary one-time events that may impact positively or negatively on the Group's cash flows, though such events are possible particularly given the environment.
- Assumed a stable regulatory environment in all countries with existing operations, and have forecasted receiving no governmental support apart from what has already been received.
Management has reviewed their plan with the Directors and has collectively formed a judgment that the Group has adequate resources to continue as a going concern for the foreseeable future, which Management and the Directors have defined as being at least the next 12 months from the filing of this 2022 Half-year Report. In arriving at this judgment, Management has prepared the cash flow projections of the Group.
Directors have reviewed this information provided by Management and have considered the information in relation to the financing uncertainties in the current economic climate, the Group's existing commitments and the financial resources available to the Group. Specifically, Directors have considered: (i) there are probably no sources of new financing available to the Group; (ii) the Group has limited trading exposures to our local suppliers and retail customers; (iii) other risks to which the Group is exposed, the most significant of which is considered to be regulatory risk; (iv) sources of Group income, including management fees charged to and income distributed from its various operations; (v) cash generation and debt amortization levels; (vi) fundamental trends of the Group's businesses; (vii) ability to re-amortize and unsecured lenders; and (vii) level of interest of third parties in the acquisition of certain operating assets, and status of genuine progress and probability of closing within the Going Concern period. The Directors have also considered certain critical factors that might affect continuing operations, as follows:
- Special Resolution: On September 21, 2016, the Group's shareholders approved a special resolution that, among other items, authorized the Board of Directors of the Corporate to sell "any or all remaining assets of the Corporation in such amounts and at such times as determined by the Board of Directors." This resolution facilitates the sale of any one or any combination of assets required to support maintaining of a going concern by the Group.
- Corporate Expense and Cash Flow: Corporate expense has decreased materially in recent years, but still must accommodate for compliance as a public company.
- Liquidity and Working Capital: As of the date of publication of this 2022 Half-year Report, the Group forecasts operating with low levels of reserves and working capital. Selling assets will be critical to creating a healthy level of working capital reserves for periods beyond the Going Concern period, which ability to liquidate assets is contingent on market factors that are not within the control of the Group.
Considering the above, Management and Directors are satisfied that the consolidated Group has adequate resources to continue as a going concern for at least the 12 months following the filing date of this report. For these reasons, Management and Directors continue to adopt the going concern basis in preparing the consolidated financial statements.
THUNDERBIRD RESORTS, INC. CONSOLIDATED STATEMENT OF FINANCIAL POSITION (Expressed in thousands of United States dollars) for the half-year ended June 30, 2022, were approved by the Board of Directors on September 29, 2022, and are contained in the Half-year Report for 2022 posted at www.thunderbirdresorts.com. The consolidated financial statements and the accompanying notes are an integral part of these consolidated financial statements.
ABOUT THE COMPANY
We are an international provider of branded casino and hospitality services, focused on markets in Latin America. Our mission is to "create extraordinary experiences for our guests". Additional information about the Group is available at www.thunderbirdresorts.com. Contact: Peter LeSar, Chief Financial Officer ∙ Email: [email protected]
Cautionary Notice: The Half-year Report referred to in this release contains certain forward-looking statements within the meaning of the securities laws and regulations of various international, federal, and state jurisdictions. All statements, other than statements of historical fact, included in the Half-year Report, including without limitation, statements regarding potential revenue and future plans and objectives of Thunderbird are forward-looking statements that involve risk and uncertainties. There can be no assurances that such statements will prove to be accurate and actual results could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from Thunderbird's forward-looking statements include competitive pressures, unfavorable changes in regulatory structures, and general risks associated with business, all of which are disclosed under the heading "Risk Factors" and elsewhere in Thunderbird's documents filed from time to time with the Euronext Amsterdam and other regulatory authorities. Included in the Half-year Report are certain "non-IFRS financial measures," which are measures of Thunderbird's historical or estimated future performance that are different from measures calculated and presented in accordance with IFRS, within the meaning of applicable Euronext Amsterdam rules, that are useful to investors. These measures include (i) Property EBITDA consists of income from operations before depreciation and amortization, write-downs, reserves and recoveries, project development costs, corporate expenses, corporate management fees, merger and integration costs, income/(losses) on interests in non-consolidated affiliates and amortization of intangible assets. Property EBITDA is a supplemental financial measure we use to evaluate our country-level operations. (ii) Adjusted EBITDA represents net earnings before interest expense, income taxes, depreciation and amortization, equity in earnings of affiliates, minority interests, development costs, and gain on refinancing and discontinued operations. Adjusted EBITDA is a supplemental financial measure we use to evaluate our overall operations. Property EBITDA and Adjusted EBITDA are supplemental financial measures used by management, as well as industry analysts, to evaluate our operations. However, Property and Adjusted EBITDA should not be construed as an alternative to income from operations (as an indicator of our operating performance) or to cash flows from operating activities (as a measure of liquidity) as determined in accordance with generally accepted accounting principles. Thunderbird's documents filed from time-to-time with the Euronext Amsterdam and other regulatory authorities.
Chief Financial Officer
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Original Source: Thunderbird Resorts 2022 Half-Year / Semi-Annual Report Filed