Thunderbird Resorts Inc. 2023 Half Year Report

ROAD TOWN, BRITISH VIRGIN ISLANDS / ACCESSWIRE / September 29, 2023 / Thunderbird Resorts Inc. ("Thunderbird") (FSE:4TR); and (Euronext:TBIRD) is pleased to announce that its 2023 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 2023 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.pas@ing.nl). Copies are also available on SEDAR at www.SEDAR.com.

Below are certain material excerpts from the full 2023 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, 2023.

1. EBITDA: Property EBITDA decreased by $190 thousand and adjusted EBITDA by $750 thousand over the same period in 2022. The decreases were largely driven by one-time events around settlements of litigation, related legal fees and spot employee bonuses.
2. Profit / (Loss): Based on Continuing Operations, Profit increased by $549 thousand, an improvement of $195 thousand as compared to Half-year 2022. The improvement was driven primarily by falling interest expense and by one-time gains from debt restructurings.
3. Net Debt: Borrowings were reduced by $1.27 million. Gross debt (inclusive of obligations under leases and hire purchase contracts) were reduced by $1.71 million. Net debt increased by $885 thousand as we deployed cash to reduce borrowings and to cover one-time expenses.
4. IMPACT OF COVID-19 ON 2023 AND BEYOND

Covid-19 is now having little direct impact in our markets. High rates of inflation and the response by central banks in raising interest rate does seem to be suppressing demand in different sectors of our markets, but through the first half of 2023 seems to be minimally impacting on our operations. 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 2022 Annual Report.

1. 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.

1. Peru Real Estate Assets: As of the publication of this 2023 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 91 underground parking spaces. Please note the following:

• The Group completed the conversion of the 66-suite hotel into condominiums. We project to have completed sale of all condominiums in 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.
• The Group is also evaluating the conversion of its same 6,703 m2 of offices to flexible office space. In the after math of Covid-19 and the rise of remote work, the Group noticed a rising demand for flexible office solutions. The Group has tested such solutions in the Lima market with approximately 1,000M2 of space, has received positive market response and, simultaneous to evaluating conversion of its offices to apartments, is also evaluating conversion of its offices to co-working and other longer-term flexible options for corporate customers. We have active tenants, the construction budget would likely be in excess of $1.5 million, and the timing of such a project could take one to two years. The Group will keep shareholders apprised as its analyses advance.

1. Nicaragua Gaming and Real Estate Assets: As of the publication date of this 2023 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.
2. Costa Rica Real Estate Asset: As of the publication of this 2023 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.
3. RETIREMENT OF OUR GENERAL COUNSEL

Finally, we would like to thank Albert Atallah for his 25 years of service as General Counsel. We would like to express our gratitude for his exceptional dedication and unwavering commitment to our company over the years. His expertise has guided us through litigations and legal actions in some of the most challenging countries and against some of the most challenging parties in this world. Albert's resilience, and tireless efforts have been invaluable to our organization. He not only protected our interests but has played a pivotal role in shaping the trajectory of our success. His ability to navigate complex legal landscapes and handle difficult counter parties with grace and professionalism is truly commendable. Albert's contributions have left an indelible mark on our organization, and we are profoundly grateful for his service. We are all deeply appreciative of everything he has done to uphold our values and protect our interests, and he will be missed. We will announce Albert's replacement in due course.

GROUP OVERVIEW: The Group's consolidated profit/ (loss) summary for the six months ended June 30, 2023, as compared with the same period of 2022 is contained in the Group's 2023 Half-year Report located at www.thunderbirdresorts.com.

During the half-year ended June 30, 2023, the Group engaged in the following material events:

1. Peru Hotel Real Estate: As of the date of publication of this 2023 Half year Report, the Group has converted it's 66-suite hotel in Lima, Peru into a 66-unit condominium apartment complex and has sold 65 units. The Group now has no debt in Peru, though it does retain approximately 6703 m2 of office complex leased to third parties and for which the Group is evaluating optimization strategies.
2. Due from Related Parties: In the year ending December 31, 2022, included in due from related parties are loans to officers for $386,000 (2021 - $381,000). The amounts due from officers is as follows: Albert Atallah $245,000 ($225,000 plus $20,000 accrued interest); Peter LeSar $141,000 ($125,000 plus accrued interest $16,000). During the half year ending June 30, 2023, all these amounts due from related parties were paid in full.
3. Due to Related Parties: For the year-ended December 31, 2022, included in due to related parties are accrued wages owed to the Groups' officers and directors totaling $1,453,000 (2021 - $1,767,000). The amounts owed are as follows: Salomon Guggenheim $545,000 (2021 - $612,000); Peter LeSar $507,000 (2021 - $550,000); Albert Atallah $400,000 (2021 - $419,000). There are $1,000 (2021 - $186,000) owed to directors as of December 31, 2022. During the half year ending June 30, 2023, all accrued wages owed to the Groups officers and directors were paid in full.

From the six months ended June 30, 2023 until the date of publication of this 2023 Half-year Report, the Group has engaged in the following material events:

1. Guatemala Tax Cases: In relation to the 2008 tax case that Thunderbird de Guatemala considered time-barred, the Court issued a resolution on July 20, 2023 in which it denies the company's requested dismissal. Thunderbird is analyzing its options to challenge the decision.
2. San Diego Federal District Court: In July 2023 following eight years of litigation spanning the globe, upon payment of a confidential sum to Mitchell, Thunderbird and Jack R. Mitchell, with his wholly owned company, Mitzim entered into a settlement of all claims including the federal court in San Diego, the ICC in Hong Kong, and collection actions taken in the BVI and in Costa Rica. The Parties agree that neither will make, publish, or communicate any statement that defames, disparages, or places the other, or any of the Party's owners, members, partners, affiliates, agents, directors, or officers in a false light. This provision includes any postings, blogs, or communication with any media source, social media site, or account which seeks to damage the reputation of a Party to this Agreement or any such Party's owners, members, partners, affiliates, agents, directors, or officers. Within the terms of the settlement agreement the parties acknowledged and agreed that Thunderbird as a public company has a continuing obligation to disclose material information including the history and nature of the lawsuits among the parties, along with the existence and terms of this Settlement Agreement, in that regard, the parties have settled their claims and released each other, with none of the parties admitting fault.
3. Costa Rica/CIRSA Escrow Claim: This update relates to the disclosed Michael Fox Labor dispute. Michael Fox filed against TRI and Grupo Cirsa de Costa Rica in Costa Rica. TRI was not served with this labor lawsuit, but in the aim of affording evidence and facts to the procedure, it filed voluntarily its response to the labor claim before the 2nd Labor Court of San Jose, Costa Rica. On September 9, 2023, the parties entered into a settlement agreement wherein Michael Fox's attorney was paid a nominal sum and Fox released TRI and CIRSA from any and all claims relating to the labor case.
4. Albert Atallah Retires as General Counsel: As previously noted in the CEO Letter, Albert Atallah will retire as General Counsel effective as of January 1, 2024 after 25 years of service to the Group. His contributions to the Group cannot be overstated. He will be sorely missed. We will announce Albert's replacement in due course.

RISK MANAGEMENT: For more detail on Risk Factors, see Chapter 5 of the Group's 2023 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:

1. Forecasted a materially negative impact on revenue for the years 2023 and 2024.
2. 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.
3. Assumed that the Group will be able to continue to defer junior debt and to negotiate terms for repayment as liquidity becomes available.
4. Assumed no development nor material construction, but do assume some repurposing of existing real estate to accommodate for changes in demand.
5. 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.
6. 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 2023 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 (viii) 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 2023 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 28, 2023, and are contained in the Half-year Report for 2023 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: plesar@thunderbirdresorts.com

Contact Information
Albert Atallah
General Counsel
aatallah@thunderbirdresorts.com
+6992611138

Related Files
Press Release -TRI 2023 Half-year Report.pdf

SOURCE: Thunderbird Resorts