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2024 Interim Results

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27-Sep-2024 / 07:00 GMT/BST

Thalassa Holdings Ltd

Thalassa Holdings Ltd

(Reuters: THAL.L, Bloomberg: THAL:LN)

("Thalassa" or the "Company")

Interim Results for the period ended 30 June 2024

The Company is pleased to announce its results for the six months ended 30 June 2024. The unaudited interim results have been submitted to the FCA and will shortly be available on the Company’s website: www.thalassaholdingsltd.com

Highlights for the 6 months ended 30 June 2024

GROUP RESULTS 1H 2024 versus 1H 2023, unless otherwise stated (Unaudited)

•Profit /(loss) after tax for the year£0.24m vs (£0.53)m
•Group Earnings Per Share (basic and diluted)* 1£0.03 vs (£0.07)
•Book value per share* 2£1.19 vs £1.20
•Investment Holdings * 3£8.8m vs £7.7m
•Cash£1.4m vs £0.6m

* 1 based on weighted average number of shares in issue of 7,945,838 (2023: 7,945,838)

* 2 based on actual number of shares in issue as at 30 June 2024 of 7,945,838 (2023: 7,945,838)

* 3 including all holdings excl. cash

Chairman’s Statement

2024 Observations

The US Federal Reserve cut the Fed Funds Rate by 0.5% to 5.0% from 5.5%

First US Rate cut for 4 years

Dow Jones and S&P hit new highs

NASDAQ leads 2024 performance +20% YTD.

Through 7 September 2023, the tech-heavy NASDAQ Composite (CCMP) has risen ~20%; Notable Mega Caps AAPL +18.87%, NVDA +138.02%, TSLA -1.84% GOOGL +16.07%, META +57.96% EBAY +44.93%, MSFT +16.66%.

NVDA’s performance alone accounts for 20% of S&P 500 ‘s YTD performance of +19.8%.

Buffett Index at an all-time high; Total US Market Value recently @ 200% of US GDP. Next stop infinity!

On Aug 30, 2021, the Buffett Index stood at 199.5%, shortly before falling over 30%.

A reversion to the Mean from current levels would indicate a possible (porbable) decline of between 30 to 50% - assuming no overshoot!

US Household Debt at the end of Q2 2024 stood at a record $17.8 trillion. (Source, New York Fed Aug 6, 2024); +505bn from Q2 2023.

Over the last year, approximately 9.1% of US credit card balances and 8.0% of US auto loan balances transitioned into delinquency. (Source, as above).

US Federal Debt $35.4 trillion, 123.44% of GDP.

Holdings -

Restitution -

As at the time of writing I have so far covered £2,086,00 for the losses incurred by the Company due to the collapse of Tappit, due wholly, in my opinion, to the incompetence of the Company’s Board. I will continue to contribute funds up to a total of £3m.

NWT - https://newmarksecurity.com/

Newmark Security recently published Full Year 2024 (Yr end 30 April) results, which confirmed our view on recovery with Revenues up +10% and EBITDA up +50%. NWT shares have also performed well since the beginning of the year and have increased 26.67% YTD.

ALNA - https://www.alina-holdings.com/

ALNA posted improved results for H1 2024 which can be found on the Company’s website, as above.

AMOI - https://anemoi-international.com/

Please refer to Anemoi website

SUN - https://www.sigroupplc.com/

Surgical Innovations Group PLC (SUN LN)

is a leading UK-based designer, manufacturer, and exporter of innovative high quality medical products primarily for use in laparoscopic and robotic minimally invasive surgery.

THAL has recently taken a 15.8% stake in SUN. In the early 90’s I was the first Wall Street banker to visit Conmed (CNMD US), at the time it had a market cap. of ~$30m, today its mkt cap. is $2.3bn. The Medical Device Market (including Laparoscopy) is dominated by Medtronic plc $31.6bn revenues, Abbott Labs $31.3bn revenues, Dasher Corp $29.6bn, John & Johnson $27.4bn, as well as Siemens, Fresenius Medline, Becton Dickinson, GE Healthcare, Stryker, Philips NV, Cardinal Health, Baxter Intl., Boston Scientific all with annual revenues in excess of $10bn.

SUN’s H1 2024 results are due 30 September, and whilst our expectations are muted, we believe that the Company has exceptional leadership in place for such a small company and can and should, in due course, return to profitability.

ALSAF - https://safegrp.com/

Safe Group is a leader of ready-to-use solutions for the treatment of Spinal Diseases.

THAL has recently acquired a 10% stake in SAFE.

Conclusion

Warren Buffett is quoted as saying, “Be fearful when others are greedy, and greedy when others are fearful. Now is not the time to be greedy but fearful. Berkshire Hathaway has a record amount of cash ~$300bn and continues to sell holdings. The US market is experiencing peak earnings and multiples whilst Federal and Consumer debt are both at all-time highs.

Duncan Soukup

Chairman

Thalassa Holdings Ltd

Duncan Soukup

Chairman

Thalassa Holdings Ltd

Financial Review

Total income from operations for the period to 30 June 2024 was £0.3m (1H23: £0.2m). Income benefited from a £0.2m unrealised gain on Thalassa’s holding in NWT.

Cost of Sales was £5k (1H23: £15k) comprising development costs (net of capitalised costs) at ARL and direct financial holdings expenses, resulting in a Gross Profit of £0.3m (1H23: gross profit £0.2m).

Administration expenses were negative £0.1m, i.e. a slight income (1H23: £0.4m expense). This was positively impacted by the decision of the Chairman to waive all of his consultancy fees carried forward from 2022 and 2023. We should like to point out that, as in past periods, Mr Soukup’s 2024 fees have been accrued, but not yet paid. Depreciation costs were £0.01m (1H23: £0.16m). This reduction was due to the surrender of the Swiss office lease by the Company’s subsidiary Alfalfa.

Operating Profit improved to £0.3m (1H23 Loss: £0.4m).

Other income benefited from a £17k net gain on book value on the surrender of the afore mentioned lease. Until surrender, some of this property had been sublet, which covered total lease expenditure.

Profit before tax was £0.2m (1H23 loss: £0.5m).

Net assets at 30 June 2024 amounted to £9.5m (1H23: £9.6m).

Net cash (being cash balances less any financial borrowings) was £1.4m as at 30 June 2024 (1H23: £0.6m).

Current and Non-current lease liabilities became nil on the surrender of the Villa Kramerstein lease.

The reduction in other receivables and other payables was driven by the formal offsetting of most of a receivables balance from an entire payables balance to a single counterparty, ID4 AG / Apeiron AG. The payable was from Alfalfa in relation to an assets purchase from id4 AG prior to the acquisition by the Company; and the receivable is in relation to a balance owed to the Company from the former Apeiron AG.

Net cash outflow from operating activities amounted to £0.15m compared to £0.10m in 1H23.

Net cash outflow from investing activities amounted to £0.02m, compared to 1H23 inflow of £0.39m.

Net cash inflow from financing activities amounted to £1.45m (1H23: outflow £0.14m). This was driven by the Tappit restitution agreement. The Chairman contributed £1.5m in the 6 month period to 30 June 2024. A further £0.6m was contributed by the Chairman in August 2024.

Interim Condensed Consolidated Statement of Income

For the six months ended 30 June 2024

Six monthsSix monthsYear
endedendedended
30 Jun 2430 Jun 2331 Dec 23
UnauditedUnauditedAudited
NoteGBPGBPGBP
Income102,599118,673252,129
Net gains/(losses) on investments at fair value198,600118,426282,809
Investment dividend income4,153770770
Currency gains/(losses)440-48
Total Income305,792237,869535,756
Financial holdings expenses(4,987)(7,958)(15,199)
Other cost of sales(312)(7,096)(12,926)
Total Cost of sales(5,299)(15,054)(28,125)
Gross Profit300,493222,815507,631
Administrative expenses excluding exceptional costs102,674(429,067)(900,853)
Operating profit/(loss) before depreciation403,167(206,252)(393,222)
Depreciation and Amortisation4&5(92,676)(164,488)(256,425)
Operating profit/(loss)310,491(370,740)(649,647)
Net financial income/(expense)(3,414)(11,454)(23,888)
Other gains/(losses)16,675-17,734
Share of losses of associated entities(82,642)(143,962)(307,940)
Profit/(loss) before taxation241,110(526,156)(963,741)
Taxation(435)(528)72,036
Profit/(loss) for the year240,675(526,684)(891,705)
Attributable to:
Equity shareholders of the parent240,675(526,684)(891,705)
Non-controlling interest---
240,675(526,684)(891,705)

Earnings per share - GBP (using weighted average number of shares)

Six monthsSix monthsYear
endedendedended
30 Jun 2430 Jun 2331 Dec 23
Basic and Diluted30.03(0.07)(0.11)
Interim Condensed Consolidated Statement of Comprehensive Income
For the six months ended 30 June 2024
Six monthsSix monthsYear
endedendedended
30 Jun 2430 Jun 2331 Dec 23
UnauditedUnauditedAudited
GBPGBPGBP
Profit/(loss) for the financial year240,675(526,684)(891,705)
Other comprehensive income:
Exchange differences on re-translating foreign operations15,851(83,113)(200,015)
Total comprehensive income256,526(609,797)(1,091,720)
Attributable to:
Equity shareholders of the parent256,526(609,797)(1,091,720)
Non-Controlling interest---
Total Comprehensive income256,526(609,797)(1,091,720)
Interim Condensed Consolidated Statement of Financial Position
As at 30 June 2024
As atAs atAs at
30 Jun 2430 Jun 2331 Dec 23
NoteUnauditedUnauditedAudited
AssetsGBPGBPGBP
Non-current assets
Intangible assets41,810,6151,514,8151,697,313
Property, plant and equipment530,3691,838,4231,729,924
Loans73,305,7984,776,4794,785,629
Investments in associated entities81,946,1742,199,2532,019,367
Total non-current assets7,092,95610,328,97010,232,233
Current assets
Trade and other receivables311,219714,821788,782
Investments at fair value through profit or loss61,352,143726,3711,159,250
Cash and cash equivalents1,445,949614,365143,295
Total current assets3,109,3112,055,5572,091,327
Liabilities
Current liabilities
Trade and other payables739,3621,221,9221,539,749
Lease liabilities9-159,783173,325
Total current liabilities739,3621,381,7051,713,074
Net current assets2,369,949673,852378,253
Non-current liabilities
Lease liabilities .9-1,404,2371,404,107
Total non-current liabilities-1,404,2371,404,107
Net assets9,462,9059,598,5859,206,379
Shareholders’ Equity
Share capital11128,977128,977128,977
Share premium21,717,78621,717,78621,717,786
Treasury shares(8,558,935)(8,558,935)(8,558,935)
Other reserves(1,696,321)(1,696,320)(1,696,321)
Foreign exchange reserve4,246,6914,258,0244,230,840
Retained earnings(6,375,293)(6,250,947)(6,615,968)
Total shareholders' equity9,462,9059,598,5859,206,379
Total equity9,462,9059,598,5859,206,379

These financial statements were approved by the board on 26 September 2024.

Signed on behalf of the board by:

Duncan Soukup

Interim Condensed Consolidated Statement of Cash Flows

For the six months ended 30 June 2024

As atAs atAs at
30 Jun 2430 Jun 2331 Dec 23
UnauditedUnauditedAudited
NotesGBPGBPGBP
Profit/(Loss) before financing from:310,491(370,740)(649,647)
Adjustments for:
Net finance costs(24,879)(94,190)(279,715)
Other income--17,734
(Increase)/decrease in trade and other receivables477,56350,481(23,480)
(Decrease)/increase in trade and other payables(800,387)11,112328,938
(Gain)/loss on disposal of portfolio investments1860,404-
Net exchange differences(3,108)141,680(65,125)
Depreciation/Amortisation4&592,676164,488256,425
Fair value movement on portfolio investments(198,843)(62,226)-
Cash generated by operations(146,469)(98,991)(414,870)
Taxation(435)(528)72,036
Net cash flow from operating activities(146,904)(99,519)(342,834)
Sale/(purchase) of property, plant and equipment100,724(2,320)(2,320)
Sale/(purchase) of intangible assets4(117,484)(184,244)(385,983)
Net (purchase)/sale of portfolio investments6(4,495)648,613(177,912)
Investments in associated entities-(68,642)-
Investment in subsidiaries--29,217
Net cash flow in investing activities(21,255)393,407(536,998)
Cash flows from financing activities
Interest Income6197,73113,437
Interest Expense(1,948)(1,522)-
Loans collected1,511,575--
Repayment of borrowings9(55,284)(145,128)(173,982)
Net cash flow from financing activities1,454,962(138,919)(160,545)
Net increase in cash and cash equivalents1,286,803154,969(1,040,377)
Cash and cash equivalents at the start of the year143,295629,2151,383,687
Effects of exchange rate changes on cash and cash equivalents15,851(169,819)(200,015)
Cash and cash equivalents at the end of the year1,445,949614,365143,295
Interim Condensed Consolidated Statement of Changes in Equity
For the six months ended 30 June 2024
ShareShareTreasuryOtherForeign ExchangeRetained
CapitalPremiumSharesReservesReserveEarningsTotal
GBPGBPGBPGBPGBPGBPGBP
Balance as at 31 December 2022128,97721,717,786(8,558,935)(1,696,320)4,430,855(5,724,263)10,298,100
Foreign exchange on translation----(89,718)-(89,718)
Total comprehensive income----(83,113)(526,684)(609,797)
Balance as at 30 June 2023128,97721,717,786(8,558,935)(1,696,320)4,258,024(6,250,947)9,598,585
Exchange on conversion to GBP---(1)--(1)
Total comprehensive income----(27,184)(365,021)(392,205)
Balance as at 31 December 2023128,97721,717,786(8,558,935)(1,696,321)4,230,840(6,615,968)9,206,379
Total comprehensive income----15,851240,675256,526
Balance as at 30 June 2024128,97721,717,786(8,558,935)(1,696,321)4,246,691(6,375,293)9,462,905

Notes to the Interim Condensed Consolidated Financial Information

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 is a holding company with various interests across a number of industries.

Apeiron Holdings (BVI) Ltd is a BVI registered company and is wholly owned by Thalassa. It owns 100% of Alfalfa Holdings AG which is a company registered in Switzerland.

WGP Geosolutions Limited is a wholly owned subsidiary of Thalassa currently non-operational.

Significant Accounting policies

The Company prepares its accounts in accordance with applicable UK Adopted International Accounting Standards.

The accounting policies applied by the Company in this unaudited consolidated interim financial information are the same as those applied by the Company in its consolidated financial statements as at and for the period ended 31 December 2023 except as detailed below.

2.1. Basis of preparation

These condensed interim financial statements for the six months ended 30 June 2024 and 30 June 2023 are unaudited and do not constitute full accounts. The comparative figures for the period ended 31 December 2023 are extracted from the 2023 audited financial statements. The independent auditor’s report on the 2023 financial statements was not qualified.

All intra-company transactions, balances, income and expenses are eliminated in full on consolidation.

2.2. Going concern

The financial information has been prepared on the going concern basis as management consider that the Company has sufficient cash to fund its current commitments for the foreseeable future.

Notes to the Interim Condensed Consolidated Financial Information Continued

Earnings per share

Six monthsSix monthsYear
endedendedended
30 Jun 2430 Jun 2331 Dec 23
UnauditedUnauditedAudited

The calculation of earnings per share is based on the following loss and number of shares:

Profit/(loss) for the period240,675(526,684)(891,705)
Weighted average number of shares of the Company7,945,8387,945,8387,945,838
Earnings per share:
Basic and Diluted (GBP)0.03(0.07)(0.11)
Number of shares outstanding at the period end:7,945,8387,945,8387,945,838
4. Intangible assets
Development
costsPatentsSoftwareTotal
GBPGBPGBPGBP
At 31 December 2023
Cost1,512,237180,89425,0961,718,227
Accumulated amortisation--(20,914)(20,914)
Net book amount1,512,237180,8944,1821,697,313
Half-year ended 30 June 2024
Opening net book amount1,512,237180,8944,1821,697,313
1,512,237180,8944,1821,697,313
Additions108,6368,848-117,484
Disposals--(696)(696)
Amortisation charge--(3,486)(3,486)
Closing net book amount1,620,873189,742-1,810,615
At 30 June 2024
Cost1,620,873189,742-1,810,615
Accumulated amortisation----
Net book amount1,620,873189,742-1,810,615

The intangible assets held by the Company increased as a result of capitalising the development costs of Autonomous Robotics Ltd (“ARL”).

Notes to the Interim Condensed Consolidated Financial Information Continued

Property, plant and equipment

Plant

Land andandMotor
TotalbuildingsEquipmentVehicles
CostGBPGBPGBPGBP
Cost at 1 January 20242,516,3072,146,991132,803236,513
FX movement(30,630)(30,630)--
2,485,6772,116,361132,803236,513
Additions----
Disposals(2,118,090)(2,116,361)(1,729)-
Cost at 30 June 2024367,587-131,074236,513
Depreciation
Depreciation at 1 January 2024786,383462,300130,237193,846
FX movement69,31869,318--
855,701531,618130,237193,846
Charge for the year on continuing operations89,19074,32664214,222
Disposal(606,188)(604,459)(1,729)-
Foreign exchange effect on year end translation(1,485)(1,485)--
Depreciation at 30 June 2024337,218-129,150208,068
Closing net book value at 30 June 202430,369-1,92428,445

Securities

The Company classifies the following financial assets at fair value through profit or loss (FVPL):-

Equity investments that are held for trading.

As atAs atAs at
30 Jun 2430 Jun 2331 Dec 23
UnauditedUnauditedAudited
GBPGBPGBP
Securities
At the beginning of the period1,159,250504,877504,877
Additions8,700521,167880,004
Unrealised gain/(losses)198,824179,051283,031
Disposals(4,205)(475,713)(636,895)
Reclassification of Motor Vehicles to Afs investments--120,244
Forex on opening balance(10,426)(3,011)7,989
At period close1,352,143726,3711,159,250

Investments have been valued incorporating Level 1 inputs in accordance with IFRS7.

Notes to the Interim Condensed Consolidated Financial Information Continued

Loans and holdings

As atAs atAs at
30 Jun 2430 Jun 2331 Dec 23
UnauditedUnauditedAudited
GBPGBPGBP
Loans at period open1,501,1581,532,4691,532,469
Accrued interest - to be waived22,79422,18645,239
Forex on opening balance8,950(62,647)(76,550)
Loans at period close1,532,9021,492,0081,501,158
Portfolio Holdings at 1 January3,284,4714,038,9443,284,471
Repaid(1,511,575)--
Reclassification under portfolio holdings-(754,473)-
Portfolio holdings at period close1,772,8963,284,4713,284,471
Total of loans and holdings3,305,7984,776,4794,785,629

The Loan is to the THAL Discretionary Trust, the terms of the loan are set with a 0% interest rate however interest has been accrued at 3% as per IFRS requirements, it is the intention of the Company to waive this interest upon repayment of the capital.

Investments in associated entities

On 17 December 2021, the acquisition of id4 was complete by Anemoi International Ltd with consideration in the form of shares issued to Thalassa and its subsidiary Aperion BVI totalling 36.92% of the voting rights. The investment is recognised using the equity method as described in the financial statements for December 2022. During 2023 further shares were purchased to equal a total of 40.77% of the voting rights. The investment is recognised using the equity method.

Athenium Consultancy Ltd in which the Company owns 35% shares was incorporated on 12 October 2021.

Movement on interests in associates can be summarised as follows:

As atAs atAs at
30 Jun 2430 Jun 2331 Dec 23
GBPGBPGBP
Fair value of investment at beginning of period2,019,3672,356,5262,356,526
Share of losses for the period(82,854)(143,803)(307,862)
Additions-68,64268,642
Exchange Variance9,661(82,112)(97,939)
1,946,1742,199,2532,019,367

There are no other entities in which the Company holds 20% or more of the equity, or otherwise exercises significant influence over the affairs of the entity.

Notes to the Interim Condensed Consolidated Financial Information Continued

Lease liabilities

As atAs atAs at
30 Jun 2430 Jun 2331 Dec 23
UnauditedUnauditedAudited
Non-current liabilitiesGBPGBPGBP
Lease liabilities-1,404,2371,404,107
-1,404,2371,404,107
Current liabilities
Lease liabilities-159,783173,325
-159,783173,325

The lease liabilities comprise of amounts owed in relation to office leases held by ARL and Alfalfa Holdings AG. The lease held by ARL was surrendered June 2024. The lease held by Alfalfa Holdings AG was entered in to in Feb 2021 and surrendered Apr 2024.

Related party balances and transactions

Under the consultancy and administrative services agreement initially entered into on 3 January 2011 and most recently updated 1 February 2018 with a company in which the Chairman has a beneficial interest, the Company waived £535,295 related to 2022 & 2023 and accrued £133,100 (1H23 accrued: £130,362) for consultancy and administrative services provided to the Company. As at 30 June 2024 the amount owed to this company was £251,690 (1H23: £524,868).

Athenium Consultancy Ltd, a company in which the Company owns shares invoiced the Company for financial and corporate administration services totalling £90,750 for the period (June 2023: £90,750).

The Company was due £13,149 (June 2023: £9,372) from Anemoi International Ltd, a company in which through its subsidiary Apeiron Holdings BVI holds shares and is related by common control through the Chairman, Duncan Soukup.

As at the period end the Company was due £44,380 (June 2023: £49,887) from Alina Holdings Limited, a company under common directorship.

Notes to the Interim Condensed Consolidated Financial Information Continued

Share capital

As atAs atAs at
30 Jun 2430 Jun 2331 Dec 23
UnauditedUnauditedAudited
GBPGBPGBP
Authorised share capital:
100,000,000 ordinary shares of $0.01 each1,000,0001,000,0001,000,000
Exchange Rate for Conversion1.616741.616741.61674
100,000,000 ordinary shares of $0.01 each in GBP618,529618,529618,529
Allotted, issued and fully paid:
20,852,359 ordinary shares of $0.01 each208,522208,522208,522
Average Exchange Rate for Conversion1.616741.616741.61674
20,852,359 ordinary shares of $0.01 each in GBP128,977128,977128,977

The exchange rate used for conversion is the aggregate rate for the transactions as they occurred.

Subsequent events

There were no reportable subsequent events.

Copies of the Interim Report

The interim report is available on the Company’s website:

The issuer is solely responsible for the content of this announcement.

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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