Last checked at 6 Feb 2019 14:15
This announcement contains inside information as defined in Article 7 of the Market Abuse Regulation 596/2014 and is disclosed in accordance with the Company's obligations under Article 17 of those Regulations.
Thalassa Holdings Ltd
(Reuters: THAL.L, Bloomberg: THAL:LN)
("Thalassa", "THAL" or the "Company")
Preliminary Results for the Year ended 31 December 2018
HIGHLIGHTS
Group Results 2018 versus 2017
• Revenue $0.003m vs. $nil
• Gross Profit/(Loss) ($0.106m) vs. ($0.034m)
• Operating Profit/(Loss) before depreciation (EBITDA) ($4.5m) vs. ($1.6m)
• Gain on disposal of WGP Assets $13.4m vs. N/A
• Net Profit/(Loss) for the year $7.16m vs.$1.38m
• Group Earnings Per Share (basic and diluted)*1 $0.38/£0.30 vs. $0.06/£0.05
• Book value / NAV per share*2 $1.708/£1.340 vs. $1.29/£0.93
• Cash $17.4m vs. $8.1m
• Debt $nil vs.$ nil
YE 2018 Forex £/$ 1:1.2747
*1 based on weighted average number of shares in issue of 2018: 18,915,341 (2017: 21,882,648)
*2 based on actual number of shares in issue as at 31 December 2018 17,852,275 and 31 December 2017 of 19,812,640 and Net Assets of 30,486,133 as at 31 December 2018 and 25,629,730 as at 31 December 2017
2018 HIGHLIGHTS
WGP
· Asset Sale of WGP Group Ltd ("WGP") completed 1 January 2018
· Initial payments in respect of earn out of $1.2m received
· Final payment of $4.8m of initial contract earn out due by 11 September 2019
· Prospect of a further earn out payment associated with award of second specific contract to WGP "highly probable" as equipment currently being built for Client is also earmarked for second major new Oil Field, which has received funding approval, and which is scheduled to enter production 2022/2023. Ocean bed cable contract has been awarded and work on FPSO has also commenced.
LSR
· Possible offer for The Local Shopping REIT plc ("LSR") announced on 9 January 2019
· Firm intention to make an offer in accordance with Rule 2.7 of the Code no later than 5.00pm on 6 February 2019
ARL
· Proof of concept of the Autonomous Robotics Ltd ("ARL") 'Flying Node' system has progressed during 2018
· Once proof of concept is completed the number one priority will be in securing external funding for the full development programme
· Defence industry Board Advisers were appointed in 2018 and various opportunities are being reviewed.
Investor Enquiries:
Thalassa Holdings Ltd
Duncan Soukup, Chairman +33 (0)6 78 63 26 89
WH Ireland Limited (Financial Adviser)
Chris Fielding, Managing Director, Corporate Finance +44 (0)207 220 1650
www.thalassaholdingsltd.com
Note to Editors:
Thalassa Holdings Ltd, incorporated and registered in the BVI, is a holding company with various interests across a number of industries.
The Company's LEI number is 2138002739WFQPLBEQ42.
Chairman's Statement to the Preliminary Results
On 1 January 2019 the sale of WGP Group's Assets was completed. Subsequently, THAL received an initial payment of $1.2m relating to the performance related earn out. The remaining $4.8m under this agreement is due by 11 September 2019.
In the event that WGP secures a second specific contract, THAL stands to receive a further earn out payment of $4m. The THAL Board is confident that, subject to relatively stable oil price around the $50/$60 per bbl and no project development delays, that WGP should be awarded this contract within the 5-Year time limit agreed with the buyer, which expires 1 January 2023.
THAL is now well positioned for life after WGP and the oil industry and has started to implement the strategy laid out in the Company's 2018 Interim Report, released 17 September 2018.
I am happy with the relative and absolute NAV per share growth that we have achieved in both an incredibly difficult macro and micro economic environment over the past 10 years and look forward to reporting more fully in our Statutory Accounts, which we anticipate will be published on or before 6 March 2019.
The THAL Board also wishes to advise the market that the preference shares issued on 30 September 2018 and announced on 4 October 2018, will be cancelled upon successful completion of the LSR offer.
http://www.rns-pdf.londonstockexchange.com/rns/2738P_1-2019-2-6.pdf
CONSOLIDATED STATEMENT OF INCOME
for the year ended 31 December 2018
|
| 2018 | 2017 |
| $ | $ | |
Continuing Operations |
|
|
|
Revenue |
| 3,188 | - |
Cost of sales |
| (109,027) | (34,643) |
Gross profit/(loss) |
| (105,839) | (34,643) |
Administrative expenses |
| (4,428,743) | (1,532,021) |
Operating profit/(loss) before depreciation |
| (4,534,582) | (1,566,664) |
Depreciation |
| (41,919) | (101,067) |
Operating profit/(loss) |
| (4,576,501) | (1,667,731) |
Net financial income/(expense) |
| 470,050 | (576,295) |
Share of profits less losses of associated entities |
| (2,353,182) | (284,000) |
(Loss)/Profit before taxation |
| (6,459,633) | (2,528,026) |
Taxation |
| 201,143 | 28,007 |
(Loss)/Profit for the year from continuing operations |
| (6,258,490) | (2,500,019) |
|
|
|
|
Discontinued Operations |
|
|
|
Profit/(Loss) for the year from discontinued operations |
| - | 3,884,519 |
Gain on disposal of WGP assets |
| 13,419,475 | - |
|
|
|
|
Profit for the year |
| 7,160,985 | 1,384,500 |
|
|
|
|
Earnings per share - US$ (using weighted average number of shares) |
|
|
|
Basic and Diluted - Continuing Operations |
| (0.33) | (0.12) |
Basic and Diluted - Discontinued Operations |
| 0.71 | 0.18 |
Basic and Diluted |
| 0.38 | 0.06 |
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
for the year ended 31 December 2018
| 2018 | 2017 |
$ | $ | |
Profit/(loss) for the financial year | 7,160,985 | 1,384,500 |
Other comprehensive income: |
|
|
Exchange differences on re-translating foreign operations | (23,784) | (6,106) |
Unrealised (losses)/gains on AFS Securities | - | (132,631) |
Total comprehensive income | 7,137,201 | 1,245,763 |
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
as at 31 December 2018
|
| 2018 | 2017 |
| $ | $ | |
Assets |
|
|
|
Non-current assets |
|
|
|
Property, plant and equipment |
| 16,803 | 55,084 |
Available for sale financial assets |
| 787,518 | 740,691 |
Loans |
| 1,645,260 | 1,596,695 |
Investments in associated entities |
| 6,727,670 | 9,065,888 |
Assets Held for Sale |
| - | 10,155,525 |
Total non-current assets |
| 9,177,251 | 21,613,883 |
|
|
|
|
Current assets |
| ||
Trade and other receivables |
| 6,095,202 | 1,440,962 |
Cash and cash equivalents |
| 17,370,372 | 8,091,288 |
Total current assets |
| 23,465,574 | 9,532,250 |
|
|
|
|
Liabilities |
| ||
Current liabilities |
|
|
|
Trade and other payables |
| 2,156,692 | 5,516,403 |
Total current liabilities |
| 2,156,692 | 5,516,403 |
|
|
|
|
Net current assets |
| 21,308,882 | 4,015,847 |
|
|
|
|
Net assets |
| 30,486,133 | 25,629,730 |
|
|
|
|
Shareholders' Equity |
| ||
Share capital |
| 255,675 | 255,675 |
Share premium |
| 45,512,281 | 45,416,298 |
Treasury shares |
| (7,337,959) | (5,057,161) |
Other reserves |
| (342,677) | (248,426) |
Retained earnings |
| (7,601,187) | (14,736,656) |
Total shareholders' equity |
| 30,486,133 | 25,629,730 |
|
|
|
|
Total equity |
| 30,486,133 | 25,629,730 |
CONSOLIDATED STATEMENT OF CASH FLOWS
for the year ended 31 December 2018
|
| 2018 | 2017 |
| $ | $ | |
Cash flows from operating activities |
|
|
|
Profit/Loss for the year before taxation |
| 6,959,842 | (2,528,026) |
(Increase)/decrease in trade and other receivables |
| (185,789) | 507,026 |
(Decrease)/increase in trade and other payables |
| (3,359,713) | 631,260 |
Gain on disposal of PPE |
| (13,419,475) | - |
Net foreign exchange gain |
| (23,784) | (6,106) |
Accrued interest income |
| (48,565) | (47,131) |
Taxation |
| 201,143 | 28,007 |
Share of losses of associate |
| 2,338,218 | 284,000 |
Fair value movement on AFS financial assets |
| (25,512) | - |
Cash generated by operations |
| (7,563,635) | (1,130,970) |
Depreciation |
| 41,919 | 101,067 |
Net cash flow from operating activities |
| (7,521,716) | (1,029,903) |
Net cash flow from discontinued operations |
| - | 5,259,547 |
|
|
|
|
Purchase of property, plant and equipment |
| (3,638) | (40,642) |
Purchase of AFS financial assets |
| (21,312) | (47,300) |
Investments in associated entities |
| - | (712,916) |
Net cash flow in investing activities - continuing operations |
| (24,950) | (800,858) |
|
|
|
|
Proceeds from the disposal of WGP assets |
| 19,106,548 | - |
Purchase of property, plant and equipment |
| - | (189,093) |
Net cash flow from / (used) in investing activities - discontinued operations | 19,106,548 | (189,093) | |
|
|
|
|
Cash flows from financing activities |
|
|
|
(Purchase)/disposal of treasury shares |
| (2,280,798) | (3,099,107) |
Issue of new shares |
| - | 218,487 |
Net cash flow from financing activities - continuing operations |
| (2,280,798) | (2,880,620) |
|
|
|
|
Net increase/(decrease) in cash and cash equivalents |
| 9,279,084 | 359,073 |
Cash and cash equivalents at the start of the year |
| 8,091,288 | 7,732,215 |
Cash and cash equivalents at the end of the year |
| 17,370,372 | 8,091,288 |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the year ended 31 December 2018
|
|
|
|
|
| Total |
| Share | Share | Treasury | Other | Retained | Shareholders |
| Capital | Premium | Shares | Reserves | Earnings | Equity |
| $ | $ | $ | $ | $ | $ |
|
|
|
|
|
|
|
Balance as at31 December 2016 | 250,675 | 45,202,810 | (1,958,054) | (109,689) | (16,121,162) | 27,264,580 |
Issue of new shares | 5,000 | 213,488 | - | - | - | 218,488 |
Purchase of treasury shares | - | - | (3,099,107) | - | - | (3,099,107) |
Total comprehensive income for the period | - | - | - | (138,737) | 1,384,506 | 1,245,769 |
Balance as at31 December 2017 | 255,675 | 45,416,298 | (5,057,161) | (248,426) | (14,736,656) | 25,629,730 |
Purchase of treasury shares | - | - | (2,280,798) | - | - | (2,280,798) |
Total comprehensive income for the period | - | - | - | (23,784) | 7,160,985 | 7,137,201 |
Balance as at31 December 2018 | 255,675 | 45,416,298 | (7,337,959) | (272,210) | (7,575,671) | 30,486,133 |
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 in this Preliminary Statement of results are the same as those applied by the Company in its consolidated financial statements as at and for the year ended 31 December 2017 except that the Available for sale financial assets are included at fair value through profit and loss account on adoption of IFRS 9 on 1 January 2018.