Thunderbird Resorts 2016 Half-Year Report Filed
(firmenpresse) - PANAMA, REPUBLIC OF PANAMA -- (Marketwired) -- 08/31/16 -- Thunderbird Resorts Inc. ("Thunderbird") (FRANKFURT: 4TR)(EURONEXT AMSTERDAM: TBIRD) is pleased to announce that its 2016 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 Half-year report in the English language will be available at no cost at the Group''s website at . 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: ). Copies are also available on SEDAR at .
Below are certain material excerpts from the full 2016 Half-year Report the entirety of which can be found on our website at .
LETTER FROM THE CEO
Dear Shareholders and Investors:
While we always give considerable thought to the Letter from the CEO, the letter in this 2016 Half-year Report is of particular importance, with a four-part agenda as follows. Sections 2 and 3 below are of particular relevance for shareholders who wish more insight into the Special Resolution that has been sent for consideration at our September 21, 2016 Annual General and Special Shareholders'' Meeting.
Please refer to the section entitled "Forward Looking Statement" on page 2 which contains all of the admonitions concerning reliance on the information we provide to you. In summary, none of the information described in points 2 and 3 in this letter should be relied on in your analysis of the net liquidation value of the Group. Rather, we would expect you as a shareholder to perform and rely on your own research and on the publicly available financial information provided by the Group in 2016 and in previous years. Any and all "metric" information provided in points 2 and 3 of this letter should not be relied upon by potential acquirers of our assets as the Group will seek to sell assets at values that protect the interests of our shareholders. Any final pricing of any Group asset will be based on numerous factors, including the number of bidders, the terms of the particular transaction, the time-value and other considerations that the Group deems relevant to setting the final terms of a specific transaction.
In the CEO Letter to Shareholders published in the 2015 Annual Report, the Group stated certain goals that support achieving profitability and building a healthy company. A detailed update can be found in the remaining chapters of this report. Below is a summary update on our progress through June 30, 2016.
On August 25, 2016, the Group sent to shareholders the supporting materials for our September 21, 2016 Annual General and Special Shareholders'' Meeting. Included within those materials was a Special Resolution requesting that the Company''s shareholders approve the following:
BE IT RESOLVED THAT:
Granting the Board of Directors the right to voluntarily dissolve the Corporation does not mean that the same will occur. Approval of shareholders in advance allows the Board the flexibility to undertake the same should the Board deem it to be in the best interest of shareholders based on the circumstances at the time, without the risk of delay of approval of specific transactions or the expense of calling another shareholder meeting to specifically approve such matter. In the event that the Company proceeds with its plan to liquidate and dissolve, the company in due course intends to delist from the Euronext Amsterdam in accordance with the rules and procedures of the Euronext Amsterdam.
Also included within the materials for the Annual General and Special Shareholders'' Meeting was a rationale for this Special Resolution, which we summarize immediately below.
As published in the Corporation''s 2014 Half-year Report, 2014 Annual Report, 2015 Half-year Report, the Q3 2015 Interim Management Statement, and the 2015 Annual Report, the Board of Directors and Management both believe that the market capitalization of Thunderbird Resorts Inc. is less than its intrinsic value, which we define as:
The net proceeds which the Group could achieve through liquidating all operating and real estate assets; plus the net proceeds achievable from completing all tax and non-tax litigations and fulfilling all escrow periods for escrows; and less carrying costs to manage process and operations while the Group remains a publicly-traded company.
Moreover, the Board of Directors and Management believe that it is increasingly difficult to finance growth and to achieve accretive value for the following reasons:
Because the Group believes that shareholders should achieve higher returns through a liquidating distribution as compared to the market cap at the date of publication of this 2016 Half-year Report and as compared to some future market cap given the lack of resources to invest in growth, we recommend that the shareholders carefully consider the Special Resolution as described. We also suggest that shareholders consider the low level of liquidity for the stock of Thunderbird Resorts Inc., and the difficulty that low demand creates for shareholders to achieve an exit via the market.
To view all of the materials for the Annual General and Special Shareholders'' Meeting, including a copy of the resolution itself, please click on the following link: .
The Group operates in different markets, we have varied ownership levels in our assets, and we operate in sectors ranging from gaming to hospitality to real estate. Because there are many factors that could influence the realizable value of liquidated assets, shareholders may find it challenging to get comfortable with their own analyses of the net value of the Group''s assets. By reviewing this section along with the full 2016 Half-year Report, the Information Circular (see link above) and relevant past disclosures, we hope you will have sufficient information to prepare your own analysis. Should you have follow-up questions, please kindly direct them to Albert Atallah, General Counsel via email to . We will publish any price sensitive information stemming from these questions and answers.
While it is not appropriate for the Board of Directors or Management to forecast net asset values or to forecast the possible ranges of liquidating distributions to shareholders, below we do provide metrics that are commonly used in markets in which we own assets.
We recognize that this is an unusual Letter from the CEO, but we strongly believe that shareholders should have the opportunity to learn about valuation metrics that are commonly used in our operating markets. Regardless, it is the responsibility of the shareholder to perform their own analysis of the market and of our reporting and to reach their own conclusions on the net liquidation value of the Group as compared to its current market capitalization. We offer the following conclusions and key notes for your consideration.
We will keep you informed as there are material events and progress.
Salomon Guggenheim, Chief Executive Officer and President
August 31, 2016
1. "EBITDA" is not an accounting term under IFRS, and refers to earnings before net interest expense, income taxes, depreciation and amortization, equity in earnings of affiliates, minority interests, development costs, other gains and losses, and discontinued operations. "Property EBITDA" is equal to EBITDA at the country level(s). "Adjusted EBITDA" is equal to property EBITDA less "Corporate expenses," which are the expenses of operating the parent company and its non-operating subsidiaries and affiliates.
2. Gross debt equals total borrowings and finance lease obligations.
GROUP OVERVIEW
Below is our consolidated profit / (loss) summary for our continuing operations for the six months ended June 30, 2016 as compared with the same period of 2015. In summary, Group revenue and adjusted EBITDA have reduced on a USD basis (see "Forex" note below), despite lower country-level operating expenses and reduced corporate expenses. See notes on certain key items below.
Forex: The strengthening of the US dollar versus our operating currencies continues to have a material impact on our business as compared to the same period in 2015. Under a currency neutral analysis (in which the same exchange rate would be applied to both periods), Group revenue would have decreased by only $37 thousand or 0.2% (virtually no change), while adjusted EBITDA would have reduced by just $31 thousand or 2.0%.
Group Debt: Below is the Group''s Gross debt and Net debt on June 30, 2016.
Note: Gross debt above is presented net of debt issuance costs (costs of debt at time of issuance, which are currently non-cash and amortize over time) which is why there is an approximate $186 thousand variance with the total principal balance below.
The Group estimates its debt as follows starting in July 2016:
RISK MANAGEMENT
For more detail on Risk Factors, see Chapter 5 of the 2016 Half-year Report.
MANAGEMENT STATEMENT ON "GOING CONCERN"
Management routinely plans future activities including forecasting future cash flows. 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 our 2015 Annual Report. In arriving at this judgment, Management has prepared the cash flow projections of the Group, which incorporates a 5-year rolling forecast and detailed cash flow modeling through the current financial year. 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. The expected cash flows have been modeled based on anticipated revenue and profit streams with debt funding programmed into the model and reducing over time. The model assumes no new construction projects during the forecast period. The model assumes a stable regulatory environment in all countries with existing operations. Sensitivities have been applied to this model in relation to revenues not achieving anticipated levels.
The Directors have considered the: (i) base of investors and debt lenders historically available to Thunderbird Resorts, Inc.; (ii) global capital markets; (iii) limited trading exposures to our local suppliers and retail customers; (iv) other risks to which the Group is exposed, the most significant of which is considered to be regulatory risk; (v) sources of Group income, including management fees charged to and income distributed from its various operations; (vi) cash generation, debt amortization levels and key debt service coverage ratios; (vii) fundamental trends of the Group''s businesses; (viii) extraordinary cash inflows and outflows from one-time events forecasted to occur in the 12-month period following the reporting period of this 2016 Half-year Report; (ix) ability to re-amortize and unsecured lenders; (x) level of probability of refinancing of secured debt; (xi) liquidation of undeveloped and therefore non-performing real estate assets that have been held for sale; and (xii) level of interest by third parties in the acquisition of certain operating assets.
The Directors have also considered certain critical factors that might affect its continuing operations, as follows:
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 reporting period of this 2016 Half-year Report. For these reasons, Management and Directors continue to adopt the going concern basis in preparing the consolidated financial statements.
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 .
Cautionary Notice: Cautionary Notice: The 2016 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 2016 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 2016 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.
Contacts:
Thunderbird Resorts Inc.
Peter LeSar
Chief Financial Officer
(507) 223-1234
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Datum: 31.08.2016 - 19:26 Uhr
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