Last checked at 12 May 2010 07:00
THALASSA HOLDINGS LTD
("the Company", Ticker Reuters THAL.L Bloomberg THAL LN)
FINAL RESULTS FOR THE YEAR TO 31 DECEMBER 2009
AND NOTICE OF AGM
Chairman's Statement
Summary:
·; THAL registers initial profit
o 2009 revenues $651,000, net income $155,000 and EPS $0.02
·; Since the year end, the Group has realised a further US$377,000 in gains from the disposal of investments
·; Formation of Thalassa Public Investments Ltd completed
o 2009 ROCE +108% (weighted), ROCE +198%
·; Formation of Thalassa Private Investments Ltd completed
o investment in a number of strategic and private situations completed
·; Deployment of Thalassa Energy Services PMSS™ unit still pending
Overview:
Thalassa Energy Services Ltd.
2009 was a year of immense challenge for the oil services industry; in some respects more so than 2008. The collapse in the price of crude oil from a high of $145 per barrel in July 2008 to a low of $34 per barrel in February 2009 allowed the major E&P companies to acquire distressed assets, restructure marginal areas of their own businesses, delay new and renegotiate existing service and supply contracts across the board.
With crude oil trading in the region of $85 per barrel in mid April 2010, oil service contracts of the type that we were competing for are now tendering again. Unfortunately pricing has collapsed whilst competition has increased. Notwithstanding the reality of the new order, I remain committed to the business and we continue to explore opportunities with our operating partner, WGP.
Thalassa Public Investments Ltd./Thalassa Private Investments Ltd.
Given the collapse in the price of crude oil in 2008, your Board took a number of initiatives to protect and build shareholder value.
Firstly I loaned the Company US$1,280,619. Although this loan carried an interest rate of 10%, I forgave all interest in the year to 31 December 2009. Secondly your Board further cut their remuneration at the same time as I waived all my fees and compensation. Where possible all service contracts were renegotiated. I would particularly like to thank WGP for waiving their fees.
While we were cutting costs wherever we could, we took two initiatives to expand operations through the formation of Thalassa Public Investments Ltd. (investing in publicly quoted investments) and Thalassa Private Investments Ltd. (investing in private companies).
The +108% performance of our portfolio of public investments in 2009 was exceptional.
It should be noted that we realised only part of the gains achieved in 2009 and are still substantially invested. I am, however, concerned that the problems of the private sector have in large part now been absorbed by the public sector but that nothing has yet been done to address the structural problems exposed by the collapse of the property and financial markets in 2008. For this reason I have reduced our exposure to the broader equity markets but increased our investment in special situations.
Financial Review:
The financial information presented by the Group covers the year to 31 December 2009 and comparative information for the period from incorporation on 26 September 2007 to 31 December 2008. The financial information presented by the Group has been prepared in accordance with applicable International Financial Reporting Standards ("IFRS") as adopted by the European Union.
Group results for the year to 31 December 2009 show a profit of US$154,695, in comparison to a loss of US$273,559 in the prior period. Basic profit per share was US$0.02 and diluted profit per share was US$0.02. In the prior period, basic and diluted loss per share was US$0.10.
Net assets at 31 December 2009 amounted to US$7,119,325, resulting in a net asset value per share of US$1.10 after taking into account the treasury shares (£0.69 at 31 December 2009), in comparison to US$0.81 (£0.56) for the prior period.
On 4 June 2009, the Company acquired 2,000,000 of its own shares at a cost of US$482,653. These shares are held in Treasury and are recorded at cost.
Cash outflow for the year to 31 December 2009 amounted to US$1,023,798, of which US$482,653 related to the purchase of 2,000,000 of the Company's own shares and US$1,226,138 was the result of cash out in relation to operating activities.
At 31 December 2009, the Group held investments worth US$1,820,606, of which unrealised gains amounted to US$485,600.
Since the year end, the Group has realised a further US$377,000 in gains from the disposal of investments.
The Group, primarily through Thalassa Public Investments Ltd, has generated a return on capital of 118% from the investments that it has made during the year (based on weighted average capital invested).
During the year to 31 December 2009, I have made loans to the Company amounting to US$1,280,619, of which US$579,118 was repaid during the year. I have waived the interest
accrued against these loans amounting to US$61,096 at 31 December 2009. The balance owed to me in relation to these loans at 31 December 2009 was US$701,501.
I would also mention that I have waived fees owed to my management company totalling US$324,571 at 31 December 2009 and that the Company's operations manager, WGP have also agreed to waive their 2009 fees amounting to US$9,413.
The Group has continued to make further cost savings that will have further impact during 2010.
Outlook for 2010:
With the increased interest in our PMSS™ system and a tight rein on overheads, the continued performance in our publicly quoted investment portfolio should generate healthy returns, although I doubt these will be at the level witnessed during 2009.
As mentioned, I remain cautious on the broader outlook for the financial markets and cannot make any forecasts as to the deployment of the PMSS™ at this time, other than to express guarded optimism.
C. Duncan Soukup
Chairman
11 May 2010
Consolidated Statement of Income
from the year ended 31 December 2009
|
|
| 26 September 2007 |
|
|
| to 31 December |
|
| 2009 | 2008 |
|
| $ | $ |
| Continuing operations |
|
|
| Revenue | 651,162 | - |
| Cost of sales | - | (22,970) |
| Gross profit / (loss) | 651,162 | (22,970) |
| Administrative expenses | (476,719) | (286,457) |
| Other gains and (losses) - foreign currency gains | (12,936) | 24,019 |
| Operating profit / (loss) | 161,507 | (285,408) |
| Interest income | 324 | 33,670 |
| Finance expense | (7,136) | (21,821) |
| Profit / (loss) before taxation | 154,695 | (273,559) |
| Taxation | - | - |
| Profit / (loss) for the financial period | 154,695 | (273,559) |
|
|
|
|
| Earnings / (loss) per share |
|
|
| Basic | 0.02 | (0.10) |
| Diluted | 0.02 | (0.10) |
Consolidated Statement of Comprehensive Income
|
|
|
| 26 September 2007 |
|
|
|
| to 31 December |
|
|
| 2009 | 2008 |
|
|
| $ | $ |
| Profit / (loss) for the financial period |
| 154,695 | (273,559) |
| Other comprehensive income: |
|
|
|
| Financial assets - available-for-sale - fair value gains / (losses) |
| 515,851 | (5,643) |
| Total comprehensive income |
| 670,546 | (279,202) |
Consolidated Statement of Financial Position
as at 31 December 2009
|
| 2009 | 2008 |
|
| $ | $ |
| Assets |
|
|
| Non-current assets |
|
|
| Tangible fixed assets | 5,782,763 | 5,756,948 |
| Investments | 1,820,606 | 34,395 |
| Total non-current assets | 7,603,369 | 5,791,343 |
|
|
|
|
| Current assets |
|
|
| Loans and receivables | 232,992 | - |
| Trade and other receivables | 217,109 | 87,459 |
| Cash and cash equivalents | 135,738 | 1,159,536 |
| Total current assets | 585,839 | 1,246,995 |
|
|
|
|
| Liabilities |
|
|
| Current liabilities |
|
|
| Trade and other payables | 368,382 | 115,889 |
| Loans | 701,501 | - |
| Total current liabilities | 1,069,883 | 115,889 |
|
|
|
|
| Net current assets | (484,044) | 1,131,106 |
|
|
|
|
| Net assets | 7,119,325 | 6,922,449 |
|
|
|
|
| Shareholders Equity |
|
|
| Share capital | 85,000 | 85,000 |
| Share premium | 7,125,634 | 7,116,651 |
| Treasury shares | (482,653) | - |
| Other reserves | 510,208 | (5,643) |
| Retained earnings / (losses) | (118,864) | (273,559) |
| Total shareholders equity | 7,119,325 | 6,922,449 |
Consolidated Statement of Cash Flows
from the year ended 31 December 2009
|
|
| 26 September 2007 |
|
|
| to 31 December |
|
| 2009 | 2008 |
|
| $ | $ |
| Cash flows from operating activities |
|
|
| Operating profit / (loss) for the period | 161,507 | (285,408) |
| Increase in loans and receivables | (232,992) | - |
| Increase in trade and other receivables | (129,650) | (87,459) |
| Increase in trade and other payables | 252,493 | 115,889 |
| Acquisition of investments | (3,046,804) | (48,450) |
| Disposal of investments | 1,776,444 | - |
| Unrealised foreign currency gain | - | 8,412 |
| Cash used by operations | (1,219,002) | (297,016) |
| Interest paid | (7,136) | (21,821) |
| Net cash flow from operating activities | (1,226,138) | (318,837) |
|
|
|
|
| Cash flows from investing activities |
|
|
| Acquisition of plant and equipment | (25,815) | (5,756,948) |
| Interest received | 324 | 33,670 |
| Net cash flow from investing activities | (25,491) | (5,723,278) |
|
|
|
|
| Cash flows from financing activities |
|
|
| Shareholder loans | 1,280,619 | - |
| Repayment of borrowings | (579,118) | - |
| Issue of ordinary share capital | - | 8,490,100 |
| Cost of share issues | 8,983 | (1,288,449) |
| Treasury shares | (482,653) | - |
| Net cash flow from financing activities | 227,831 | 7,201,651 |
|
|
|
|
| Net (decrease) / increase in cash and cash equivalents | (1,023,798) | 1,159,536 |
| Cash and cash equivalents at the start of the period | 1,159,536 | - |
| Cash and cash equivalents at the end of the period | 135,738 | 1,159,536 |
Note: Acquisition of investment in the comparative period have been reclassified from investing activities to operating activities.
Consolidated Statement of Changes in Equity
for the year ended 31 December 2009
|
| Share Capital | Share Premium | Treasury shares | Other Reserves | Retained earnings / (losses) | Total Equity |
|
| $ | $ | $ | $ | $ | $ |
| On incorporation (26 September 2007) | 100 | - | - | - | - | 100 |
| Issue of share capital | 84,900 | 8,405,100 | - | - | - | 8,490,000 |
| Deductible costs of share issues | - | (1,288,449) | - | - | - | (1,288,449) |
| Total comprehensive income for the period | - |
|
| (5,643) | (273,559) | (279,202) |
| Balance as at 31 December 2008 | 85,000 | 7,116,651 | - | (5,643) | (273,559) | 6,922,449 |
| Deductible costs of share issues | - | 8,983 | - | - | - | 8,983 |
| Purchase of treasury shares | - | - | (482,653) | - | - | (482,653) |
| Total comprehensive income for the period | - | - | - | 515,851 | 154,695 | 670,546 |
| Balance as at 31 December 2009 | 85,000 | 7,125,634 | (482,653) | 510,208 | (118,864) | 7,119,325 |
Notes to the Consolidated Financial Statements
from the year ended 31 December 2009
1. General information
Thalassa Holdings Ltd (the "Company") is a British Virgin Island ("BVI") International business company ("IBC"), incorporated and registered in the BVI on 26 September 2007. The Company was established as a holding company, and currently has three subsidiaries, Thalassa Energy Services Ltd ("TESL"), Thalassa Public Investments Ltd ("TPUIL") and Thalassa Private Investments Ltd ("TPRIL") (together with Thalassa Holdings Ltd, the "Group").
TESL was established to acquire marine seismic equipment, specifically a Portable Modular Source System ("PMSS™"). The PMSS™ has been acquired and is now in storage awaiting deployment. The PMSS™ is equipment which can be installed on a vessel in order to provide the seismic (sound) source to allow exploration and production companies to perform reservoir monitoring.
TPUIL was formed to invest in publicly quoted companies and TPRIL was formed to invest in private opportunities.
2. Accounting policies
The Group prepares its accounts in accordance with applicable International Financial Reporting Standards ("IFRS") as adopted by the European Union. The consolidated financial statements have been prepared on the historical cost basis except for available for sale investments that have been measured at fair value.
The financial statements are expressed in US dollars, being the functional currency of the company and its subsidiaries.
The principal accounting policies are summarised below. They have been applied consistently throughout the period covered by these financial statements.
3. Going concern
The financial statements have been prepared on the going concern basis as management consider that the Group has sufficient cash and other financial assets to fund its current commitments for the foreseeable future.
4. Basis of consolidation
The consolidated accounts include the assets, liabilities and results of the Company together with its wholly owned subsidiaries; Thalassa Energy Services Ltd, Thalassa Public Investments Ltd and Thalassa Private Investments Ltd from the date of their formation. All significant intercompany transactions and balances within the group are eliminated in the preparation of the consolidated financial information.
5. Subsequent events
After the year end, the Chairman provided a further loan to the Company amounting to £300,000. The purpose of this loan is to provide additional investment capital to the Company and its subsidiaries at a time when the Board believes the current market conditions provide access to, in its opinion, a number of undervalued investment opportunities.
On 18 January 2010, Thalassa Private Investments purchased 9,827,430 shares in Renewable Power & Light plc for a cost of £295,443.
Since the year end, the Group has realised a further US$377,000 in gains from the disposal of investments.
6. Notice of the Annual General Meeting
The Annual General Meeting will be held at Le Cabanon, Pointe des Douaniers 06320 Cap D'Ail at 11.30 a.m. on 27 May 2010. The Notice of AGM is contained within the Annual Report.
7. Distribution of the Annual Report
A copy of the Annual Report and Financial Statements has been posted to shareholders today. Further copies will be available to the public from the Company's website, www.thalassaholdingsltd.com.
For further information please visit the Company's website, www.thalassaholdingsltd.com or contact:
Duncan Soukup, Executive Chairman Tel: + 33 (0)6 78 63 26 89
Thalassa Holdings Ltd
Simon Leathers Tel: + 44 (0)20 7776 6550
Daniel Stewart & Company plc