Last checked at 30 Sep 2010 07:00
Thalassa Holdings Ltd
("Thalassa" or "the Company)
Interim Report - Six months to 30 June 2010
The Board of Thalassa Holdings Limited (AIM: THAL) is pleased to present the Company's latest Interim Report as follows:
Summary and Chairman's Statement:
·; WGP wins seismic contract using Thalassa seismic equipment as reported on 11 June 2010
o The Valhall contract is for 7 seismic-shoots over the Valhall field in the Norwegian section of the North Sea over a period of 3.5 years, with an option to extend for another two years
o The first seismic-shoot was successfully completed during September 2010
·; Realisation of a further $572,733 of gains from investments (including dividends and interest)
·; Total realised gains 2009 and 2010 half year $1.2 million ($651,162 in 2009, $572,733 in 2010 half year)
·; Private Investment portfolio performing better than management expectation
Overview:
In the 2009 year end Statement I wrote:
"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."
I am happy to report both statements have proven correct, the Company realised $572,733 of gains on investments in the first half of 2010 and also won its first operating contract.
As a result of maintained cost controls, the Company registered a Net Profit of $185,153 on Total Income of $572,733.
Whilst any profit in the current market is a "success", I will not be happy until the Company begins to operate to its full potential.
Financial Review:
Group results for the six months to 30 June 2010 show a profit of US$185,153, in comparison to a profit of US$10,392 in the comparative six month period. Basic profit per share was US$0.03(£0.02) and diluted profit per share was US$0.02 (£0.01). In the prior period basic and diluted profit per share was US$0.00 (£0.00).
Net assets at 30 June 2010 amounted to US$6,758,952, resulting in a net asset value per share
of US$1.04 (£0.69) in comparison to US$1.06 (£0.66) for the comparative period and US$1.10 (£0.69) as at 31 December 2009.
Cash inflow for the six months to 30 June 2010 amounted to US$925,279, of which US$505,417 related to an increase in the shareholder loan and US$419,735 to the net cash inflow from operating activities.
At 30 June 2010, the Group held investments worth US$1,200,661.
Outlook for remainder of 2010:
The second half of 2010 will probably present more challenges than already experienced year to date. Increased political intervention in "free" markets will, in my opinion, cause further disruption in the financial markets. US focus on avoiding a 1929/30 depression situation by printing US$ can only end in tears! Until the West adjusts its standard of living downwards, central Governments will continue to borrow to prop up their "busted" social systems and private individuals will continue to live beyond their means.
Conclusion:
I remain extremely concerned about the outlook for a sustained economic recovery in the West. This caution is already reflected in the reduction of our portfolio of publicly quoted investments and increased focus on special situations.
C. Duncan Soukup
Chairman
29 September 2010
Consolidated Interim Statement of Income
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|
| Six months ended | Six months ended |
|
|
| 30 June 2010 | 30 June 2009 |
|
|
| Unaudited | Unaudited |
|
| Note | $ | $ |
| Continuing operations |
|
|
|
| Revenue |
| 572,733 | 85,138 |
| Cost of sales |
| (60,193) | - |
| Gross profit |
| 512,540 | 85,138 |
| Administrative expenses |
| (348,684) | (109,948) |
| Operating expenses |
| (17,723) | (25,148) |
| Other gains and losses - foreign currency gains |
| 48,217 | 61,910 |
| Operating profit |
| 194,350 | 11,952 |
| Interest income |
| 127 | 218 |
| Interest expense |
| (10,538) | (1,778) |
| Share of profit of associate |
| 1,214 | - |
| Profit before taxation |
| 185,153 | 10,392 |
| Tax |
| - | - |
| Profit for the financial period |
| 185,153 | 10,392 |
|
|
|
|
|
| Earnings per share |
|
|
|
| Basic | 3 | 0.03 | 0.00 |
| Diluted | 3 | 0.02 | 0.00 |
Consolidated Statement of Comprehensive Income
|
|
| Six months ended | Six months ended |
|
|
| 30 June 2010 | 30 June 2009 |
|
|
| Unaudited | Unaudited |
|
|
| $ | $ |
| Profit for the financial period |
| 185,153 | 10,392 |
| Other comprehensive income: |
|
|
|
| Financial assets - available-for-sale - fair value movement |
| (545,526) | 409,970 |
| Total comprehensive income |
| (360,373) | 420,362 |
Consolidated Interim Statement of Financial Position
|
|
| At | At |
|
|
| 30 June 2010 | 31 December 2009 |
|
|
| Unaudited | Audited |
|
| Note | $ | $ |
| ASSETS |
|
|
|
| Non-current assets |
|
|
|
| Tangible fixed assets |
| 5,782,763 | 5,782,763 |
| Available for sale investments | 4 | 512,582 | 1,580,306 |
| Investment in associate | 5 | 688,079 | 240,300 |
|
|
| 6,983,424 | 7,603,369 |
| Current assets |
|
|
|
| Loans and receivables |
| 173,560 | 232,992 |
| Trade and other receivables |
| 236,395 | 217,109 |
| Cash and cash equivalents |
| 1,061,017 | 135,738 |
| Total current assets |
| 1,470,972 | 585,839 |
|
|
|
|
|
| LIABILITIES |
|
|
|
| Current liabilities |
|
|
|
| Trade and other payables |
| 488,526 | 368,382 |
| Shareholders' loan |
| 1,206,918 | 701,501 |
| Total current liabilities |
| 1,695,444 | 1,069,883 |
|
|
|
|
|
| Net current assets |
| (224,472) | (484,044) |
|
|
|
|
|
| Net assets |
| 6,758,952 | 7,119,325 |
|
|
|
|
|
| EQUITY |
|
|
|
| Equity attributable to owners of the parent |
|
|
|
| Share capital |
| 85,000 | 85,000 |
| Share premium |
| 7,125,634 | 7,125,634 |
| Treasury shares |
| (482,653) | (482,653) |
| Other reserves |
| (35,318) | 510,208 |
| Retained earnings / (losses) |
| 66,289 | (118,864) |
| Equity attributable to owners of the parent |
| 6,758,952 | 7,119,325 |
Consolidated Interim Statement of Cash Flows
|
| Six months ended | Six months ended |
|
| 30 June 2010 | 30 June 2009 |
|
| Unaudited | Unaudited |
|
| $ | $ |
| Cash flows from operating activities |
|
|
| Operating profit / (loss) for the period | 194,350 | 5,891 |
| Decrease in loans and receivables | 59,432 |
|
| Increase in trade and other receivables | (19,286) | (161,837) |
| Increase in trade and other payables | 120,140 | 149,309 |
| Acquisition of investments | (1,094,132) | (1,434,628) |
| Disposal of investments (cost) | 1,169,769 | 20,982 |
| Unrealised foreign currency (gain) / loss | - | (84,969) |
| Cash used by operations | 430,273 | (1,505,252) |
| Interest paid | (10,538) | (1,778) |
| Net cash flow from operating activities | 419,735 | (1,507,030) |
|
|
|
|
| Cash flows from investing activities |
|
|
| Interest received | 127 | 218 |
| Net cash flow from investing activities | 127 | 218 |
|
|
|
|
| Cash flows from financing activities |
|
|
| Listing costs | - | 723 |
| Treasury shares | - | (482,653) |
| Increase in shareholder loan | 505,417 | 1,280,617 |
| Net cash flow from financing activities | 505,417 | 798,687 |
|
|
|
|
| Net (decrease) / increase in cash and cash equivalents | 925,279 | (708,125) |
| Cash and cash equivalents at the start of the period | 135,738 | 1,159,536 |
| Cash and cash equivalents at the end of the period | 1,061,017 | 451,411 |
Consolidated Interim Statement of Changes in Equity
for the six months ended 30 June 2010 (unaudited)
|
| Note | Share Capital | Share Premium | Treasury shares | Other reserves | Retained earning / (losses) | Total Equity |
|
|
| $ | $ |
| $ | $ | $ |
|
|
|
|
|
|
|
|
|
| Balance as at 1 January 2009 |
| 85,000 | 7,116,651 | - | (5,643) | (273,559) | 6,922,449 |
| Shareholders loan |
| - | - | - | - | - | - |
| Issue of share capital |
| - | - | - | - | - | - |
| Deductible costs of share issues | - | 723 | - | - | - | 723 | |
| Purchase of treasury shares |
| - | - | (482,653) | - | - | (482,653) |
| Revaluation of available for sale investments |
| - | - | - | 409,970 | - | 409,970 |
| Total recognised income and expense for the period |
| - | - | - | - | 10,392 | 10,392 |
| Balance as at 30 June 2009 |
| 85,000 | 7,117,374 | (482,653) | 404,327 | (263,167) | 6,860,881 |
|
|
|
|
|
|
|
|
|
| Balance as at 1 January 2010 |
| 85,000 | 7,125,634 | (482,653) | 510,208 | (118,864) | 7,119,325 |
| Shareholders loan |
| - | - | - |
|
| - |
| Issue of share capital |
| - | - | - |
|
| - |
| Deductible costs of share issues | - | - | - |
|
| - | |
| Purchase of treasury shares |
| - | - | - |
|
| - |
| Total comprehensive income for the period |
| - | - | - | (545,526) | 185,153 | (360,373) |
| Balance as at 30 June 2010 |
| 85,000 | 7,125,634 | (482,653) | (35,318) | 66,289 | 6,758,952 |
Notes to the Consolidated Interim Financial Information
1. General information
On 27 April 2009 the Company changed its name from Thalassa Energy Ltd to Thalassa Holdings Ltd; the purpose of this was to better reflect the Company's function as a Holding Company with various holdings the most significant of which is currently the investment in Thalassa Energy Services Ltd and the PMSS™ initiative with WGP.
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 one operating subsidiary, Thalassa Energy Services Ltd. ("TESL"), and two investment companies, 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.
The Company has set up two new subsidiaries. TPUIL has been formed to invest in publicly quoted companies and TPRIL has been formed to invest in private opportunities.
The consolidated interim financial information was approved for issue by the Company's Board of Directors on 29th September 2010. This financial information is unaudited but has been reviewed by the Company's auditors.
2. Significant Accounting policies
The Group prepares its accounts in accordance with applicable International Financial Reporting Standards ("IFRS") as adopted by the EU.
The accounting policies applied by the Company in these condensed consolidated interim financial statements are the same to those applied by the Company in its consolidated financial statements as at and for the period ended 31 December 2009.
2.1. Basis of preparation
This consolidated interim financial information for the six months ended 30 June 2010 has been prepared in accordance with International Accounting Standard No. 34, 'Interim financial reporting'. They do not include all of the information required for full annual financial statements and should be read in conjunction with the consolidated financial statements of the Company as at and for the period ended 31 December 2009.
2.2. Going concern
The financial information has been prepared on the going concern basis as management consider that the Group has sufficient cash to fund its current commitments for the foreseeable future.
3. Earnings per share
|
|
| Six months ended | Six months ended |
|
|
| 30 June 2010 | 30 June 2009 |
|
|
| Unaudited | Unaudited |
| The calculation of earnings per share is based on the following profit / (loss) and number of shares: |
|
|
|
| Profit / (loss) for the period (US$) |
| 185,153 | 10,392 |
|
|
|
|
|
| Weighted average number of shares of the Company: |
|
|
|
| Basic |
| 6,500,000 | 8,201,657 |
| Diluted |
| 8,880,000 | 10,581,657 |
|
|
|
|
|
| Earnings / (loss) per share: |
|
|
|
| Basic (US$) |
| 0.03 | 0.00 |
| Diluted (US$) |
| 0.02 | 0.00 |
3.1 Diluted weighted average number of shares of the Company
The basic weighted average number of shares of the Company have been adjusted in order to calculate the diluted weighted average number of shares of the Company for the share options detailed below. Further details of which can be found in the Financial Statements for the period to 31 December 2009.
·; Founding shareholder options - 2,125,000 shares
·; Non-Executive Director share options - 255,000 shares
4. Investments
|
| At | At | |
|
| 30 June 2010 | 31 December 2009 | |
|
| Unaudited | Audited | |
|
| $ | $ | |
| Available for sale investments listed on a recognised stock exchange | 512,582 | 1,580,306 | |
|
| 512,582 | 1,580,306 | |
During the period, dividends of US$7,418 were received. The revaluation movement is included within other reserves.
The shareholder loan is secured against the above investments.
5. Investment in associate
|
| At | At |
|
| 30 June 2010 | 31 December 2009 |
|
| Unaudited | Audited |
|
| $ | $ |
| At the beginning of the period | 240,300 | - |
| Movement | 447,779 | 240,300 |
|
| 688,079 | 240,300 |
On 18 January 2010, the Company acquired 9,827,430 shares in Renewable Power & Light Plc ("RPL") at a cost of $496,132. Following this acquisition, the Company has a direct interest of 11.07% in RPL.
RPL is an investment vehicle seeking investment opportunities.
CityPoint Holdings Ltd, (a company in which Thalassa has a 26.84% interest) has a direct interest of 18.77% of the shares in RPL. The Company therefore has an effective interest of 16.1% in RPL.
Following the removal of the previous Board members on 18 May 2010 and the appointment of Duncan Soukup as Chairman, the Takeover Panel have concluded that Thalassa, Citypoint and Novus (a company with a 26.91% interest in RPL) are acting in concert.
The Novus interest, along with Thalassa and CityPoint's combined 29.84% interest would equate to a total interest of 56.75% and as such Thalassa is deemed to have significant influence over RPL. From 18 May 2010, Thalassa has accounted for RPL as an associated undertaking.
At 30 June 2010, RPL had:
·; Assets of $3.9 million
·; Liabilities of $0.4 million
From the date that RPL became an associated undertaking, RPL has generated no revenue, incurred operating expenses of $64,197 and earned net finance income of $75,168, resulting in a net profit of $10,971.
6. Related party balances and transactions
During the period, the Chairman provided additional loans totalling £300,000 which have been used for investment in publicly quoted shares and for the repurchase of shares in the Company, now held in Treasury. These loans are secured against the investment assets held by the company and bear interest at 10%.
Also during the period, the Company was invoiced US$253,252 of administrative fees and interest from a company in which the Chairman has a beneficial interest. At 30 June 2010, the amount owed to this company was US$205,865.
7. Share options
During the period none of the share options were exercised and no share options lapsed.
8. Post balance sheet events
On 30 July 2010, the Company privately placed 500,000 ordinary shares out of Treasury at a price of 30 pence per ordinary share raising gross proceeds of £150,000.
On 26 August 2010, the Company privately placed 200,000 ordinary shares out of Treasury at a price of 30 pence per ordinary share raising gross proceeds of £60,000.
Thalassa Energy Services Ltd won its first seismic contract to procure and supply the ongoing seismic source service for BP's Life of Field Seismic project. The first shoot was completed in September 2010 with 2 shoots per year scheduled for the next 3 years. Thalassa has committed to purchase marine seismic equipment from BP for approximately $1.8m which will be used to fulfil this contract. Payment will be made in two instalments with the first payment due in October 2010.
9. Copies of the Interim Report
The interim report is available on the Company's website: www.thalassaholdingsltd.com
Contacts:
| Thalassa Holdings Limited: |
|
| Duncan Soukup, Executive Chairman | Tel: + 33 (0) 6 78 63 26 89 |
| Dunan.soukup@thalassaholdingsltd.com |
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| Daniel Stewart & Company plc: |
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| Oliver Rigby | Tel: + 44 (0) 20 7776 6550 |
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| Bishopsgate Communications Ltd |
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| Maxine Barnes/Nick Rome | Tel: + 44 (0) 20 7562 3350 |