Table of contents
|
Page
|
Condensed Interim Statements of Financial Position
|
3
|
Condensed Interim Statement of Profit or Loss and Other Comprehensive Income
|
4
|
Condensed Interim Statement of Change in Net Assets
|
5
|
Condensed Interim Statements of Cash Flows
|
6
|
Notes to Condensed Interim Financial Statements
|
7 - 12
|
Notes
|
March 31,
|
December 31,
|
||||||||||
2025
|
2024
|
|||||||||||
Assets
|
||||||||||||
Current Assets:
|
||||||||||||
Cash and cash equivalents and restricted cash
|
3
|
$
|
5,938,107
|
$
|
342,789,431
|
|||||||
Other receivable
|
1,890,486
|
-
|
||||||||||
Related parties
|
489,681,476
|
267,364,622
|
||||||||||
Total current assets
|
497,510,069
|
610,154,053
|
||||||||||
Due from related parties
|
4
|
5,590,473,209
|
5,609,353,522
|
|||||||||
Total non-current assets
|
5,590,473,209
|
5,609,353,522
|
||||||||||
Total assets
|
$
|
6,087,983,278
|
$
|
6,219,507,575
|
||||||||
Liabilities and Net Assets
|
||||||||||||
Current Liabilities:
|
||||||||||||
Current instalments of long-term debt
|
5
|
$
|
81,824,037
|
$
|
205,425,938
|
|||||||
Due to related parties
|
4
|
8,445,440
|
7,519,302
|
|||||||||
Taxes payable, mainly VAT
|
90,799,625
|
38,455,089
|
||||||||||
Contributions for future net assets
|
365,038
|
365,038
|
||||||||||
Total current liabilities
|
181,434,140
|
251,765,367
|
||||||||||
Non-current Liabilities:
|
||||||||||||
Long-term debt, excluding current instalments
|
5
|
5,919,664,236
|
5,954,627,285
|
|||||||||
Total non-current liabilities
|
5,919,664,236
|
5,954,627,285
|
||||||||||
Total liabilities
|
6,101,098,376
|
6,206,392,652
|
||||||||||
Net Assets
|
||||||||||||
Net parent investment
|
10,000
|
10,000
|
||||||||||
Retained earnings
|
(13,125,098
|
)
|
13,104,923
|
|||||||||
Total Net Assets
|
(13,115,098
|
)
|
13,114,923
|
|||||||||
Total Liabilities and Net Assets
|
$
|
6,087,983,278
|
$
|
6,219,507,575
|
Notes
|
For the three-
month period
ended March 31,
2025
|
|||||||
Operating expenses:
|
||||||||
Bank fees
|
$
|
20,178
|
||||||
Other expenses
|
4,256
|
|||||||
Exchange rate expense, net
|
(6,636,922
|
)
|
||||||
Interest income
|
4
|
202,250,362
|
||||||
Interest expense
|
5
|
(221,819,027
|
)
|
|||||
Net loss for the period
|
$
|
(26,230,021
|
)
|
|||||
Total comprehensive loss for the period
|
$
|
(26,230,021
|
)
|
|
Note
|
Net parent
investment
|
Retained
earnings
(accumulated
deficit)
|
Total
|
|||||||||
Balance as for January 1, 2025
|
$
|
10,000
|
13,104,923
|
$
|
13,114,923
|
||||||||
Comprehensive loss for the period
|
-
|
(26,230,021
|
)
|
(26,230,021
|
)
|
||||||||
Balance as of March 31, 2025
|
$
|
10,000
|
$
|
(13,125,098
|
)
|
$
|
(13,115,098
|
)
|
March 31, 2025
|
||||
Cash flows from operating activities:
|
||||
Net loss for the period
|
$
|
(26,230,021
|
)
|
|
Adjustments for:
|
||||
Amortization of costs to obtain loans
|
317
|
|||
Interest expense
|
221,819,027
|
|||
Interest income
|
(202,250,362
|
)
|
||
(6,661,039
|
)
|
|||
Changes in:
|
||||
Increase in other receivables
|
(1,890,486
|
)
|
||
Increase in taxes payable
|
52,344,536
|
|||
Increase in related parties
|
(2,783,433)
|
|||
Net cash flows from operating activities
|
41,009,578
|
|||
Cash flows used in investing activities:
|
||||
Interest received
|
2,523,392
|
|||
Net cash flows used in investing activities
|
2,523,392
|
|||
Cash flows from financing activities:
|
||||
Interest paid
|
(380,384,294
|
)
|
||
Net cash flows from financing activities
|
(380,384,294
|
)
|
||
Net decrease in cash and cash equivalents and restricted cash
|
(336,851,324
|
)
|
||
Cash and cash equivalents and restricted cash at the beginning of the period
|
342,789,431
|
|||
Cash and cash equivalents and restricted cash at the end of the period
|
$
|
5,938,107
|
1. |
Reporting Entity and description of business
|
a. |
Corporate information
|
b. |
Significant transactions
|
i. |
On September 12, 2024 the Trust closed a 144A bond financing, issuing secured senior notes for U.S.$300 million (see Note 7. (13)). The main uses of this financing
were to repay in full the balances of the secured mortgage syndicated loan held by its related party, Fideicomiso Murano 2000 /CIB 3001 and the VAT credit held at that date.
|
ii. |
On October 8, 2024, the Trust invest the amount $16,498,790 in shares held by the U.S. treasury department with maturity date on March 6, 2025.
|
iii. |
On March 12, 2025 the Trust paid the first coupon of interest in the amount of U.S.$16,500,000 and capitalized the 2% PIK interest in the amount of U.S.$3,000,000 to the principal amount of the secured senior notes that from that date
has a balance of $303,000,000.
|
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 and restricted cash
|
As of
|
||||||||
March 31, 2025
|
December 31, 2024
|
|||||||
Bank deposits (1)
|
$
|
5,938,107
|
$
|
342,789,431
|
||||
Total cash and cash equivalents and restricted cash
|
$
|
5,938,107
|
$
|
342,789,431
|
(1) |
On March 12, 2025 the Trust paid the first coupon of interest in the amount of U.S.$16,500,000 and capitalized the 2% PIK interest in the amount of U.S.$3,000,000 to the principal amount of the senior notes that from that date has a
balance of $303,000,000. As of the date of the issuance of these interim condensed financial statements, the debt service reserve fund has not be fully funded. See note 2c “Going concern”.
|
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:
|
||||||||
Murano World, S. A. de C. V. (1)
|
$
|
316,763,007
|
$
|
306,497,356
|
||||
Fideicomiso Murano 2000/CIB3001 (2)
|
5,763,391,678
|
5,570,220,788
|
||||||
Total related parties’ receivable
|
6,080,154,685 |
5,876,718,144 |
||||||
Short term
|
$
|
489,681,476
|
$
|
267,364,622
|
||||
Long term
|
$
|
5,590,473,209
|
$
|
5,609,353,522
|
As of
|
||||||||
March 31,
2025
|
December 31,
2024
|
|||||||
Payable:
|
||||||||
Affiliate:
|
||||||||
Murano PV, S. A. de C. V. (3)
|
$ |
8,445,440
|
$ |
7,519,302
|
||||
Total related parties payable
|
8,445,440
|
7,519,302
|
||||||
Current portion
|
$
|
8,445,440
|
$
|
7,519,302
|
(1) |
This balance is composed of the following agreements:
|
i. |
On September 12, 2024, the Trust granted Murano World a long-term loan agreement with maturity of 7 years in the amount of $5,000,000. This loan accrues interest at an annual rate of a 11% plus a 2% of payment in kind (PIK) interest
capitalizable during the first 3 years of the credit;
|
ii. |
On September 12, 2024, the Trust granted to Murano World a long-term loan agreement with maturity of 7 years in the amount of U.S.$14,400,000. This loan accrues interest at an annual rate of 11% plus a 2% payment in kind (PIK) interest
which is capitalized during the first 3 years of the credit;
|
(2) |
This balance is composed of the following loan agreements:
|
i. |
On September 12, 2024, the Trust granted to Fideicomiso Murano 2000 CIB/3001 a long-term 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;
|
(3) |
Expense reimbursements.
|
5. |
Long-term debt
|
As of
|
||||||||
March 31,
2025
|
December 31,
2024
|
|||||||
Current liabilities:
|
||||||||
Interest
|
$
|
81,824,037
|
$
|
205,425,938
|
||||
Total current liabilities
|
$
|
81,824,037
|
$
|
205,425,938
|
||||
Non-current liabilities:
|
||||||||
Secured senior notes
|
$
|
5,919,664,236
|
$
|
5,954,627,285
|
||||
Total non-current liabilities
|
$
|
5,919,664,236
|
$
|
5,954,627,285
|
Nominal
|
As of
|
||||||||||
Currency |
interest rate
2025
|
Maturity
|
March 31, 2025
|
December 31, 2024
|
|||||||
Fideicomiso 4323 (issuer trust):
|
|||||||||||
Senior Notes(1) and (2)
|
USD
|
11% plus 2% of PIK capitalized first three years
|
2031
|
$
|
6,120,090,000
|
$
|
6,153,090,000
|
||||
Cost to obtain loans and commissions
|
(221,793,245
|
)
|
(233,007,287
|
)
|
|||||||
Total Fideicomiso 4323
|
5,898,296,755
|
5,920,082,713
|
|||||||||
Accrued interest payable
|
103,191,518
|
239,970,510
|
|||||||||
Total debt
|
6,001,488,273
|
6,160,053,223
|
|||||||||
Current instalments
|
81,824,037
|
205,425,938
|
|||||||||
Long-term debt, excluding current instalments
|
$
|
5,919,664,236
|
$
|
5,954,627,285
|
(1) |
On September 12, 2024 the group closed a 144A bond financing issuing secured senior notes for U.S.$300,000,000 with maturity as of September 12, 2031 and will pay
semi-annual coupons at the interest rate of 11% plus a 2% PIK interest that will be capitalized over the first three years of the notes. The senior notes are guaranteed by a mortgage over the private units 1 and 2 of the Cancun Complex
owned by the Group as well as the collection rights of the revenues generated by the GIC I phase of the Cancun Complex (1,016 rooms). The main uses of this financing were to repay in full the balances of the secured mortgage syndicated
loan from Fideicomiso Murano 2000 /CIB 3001 and the VAT credit both described in notes (1) and (2) above.
|
(2) |
On March 12, 2025 the Trust paid the first coupon of interest in the amount of U.S.$16,500,000 and capitalized the 2% PIK interest in the amount of U.S.$3,000,000 to the principal amount of the secured senior notes that from that date
has a balance of $303,000,000
|
6. |
Income tax
|
7. |
Commitments and contingencies
|
1. |
In accordance with Mexican tax law, trusts 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 Group 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
|
a. |
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.
|
b. |
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).
|