THAL Thalassa Holdings Limited

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)

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

26 September 2024

Responsibility Statement

We confirm that to the best of our knowledge:

1. the condensed set of financial statements has been prepared in accordance with IAS 34 ‘Interim Financial Reporting’ and gives a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings included in the consolidation as a whole as required by DTR 4.2.4 R;

2. the interim management report includes a fair review of the information required by DTR 4.2.7R (indication of important events during the first six months and description of principal risks and uncertainties for the remaining six months of the year); and

3. the interim management report includes a fair review of the information required by DTR 4.2.8R (disclosure of related parties’ transactions and changes therein).

Cautionary statement

This Interim Management Report (IMR) has been prepared solely to provide additional information to shareholders to assess the Company’s strategies and the potential for those strategies to succeed. The IMR should not be relied on by any other party or for any other purpose.

 Duncan Soukup

Chairman

Thalassa Holdings Ltd

26 September 2024

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

The notes on pages 13 to 18 form an integral part of this consolidated interim financial information.

Interim Condensed Consolidated Statement of Comprehensive Income

For the six months ended 30 June 2024

The notes on pages 13 to 18 form an integral part of this consolidated interim financial information.

Interim Condensed Consolidated Statement of Financial Position

As at 30 June 2024

The notes on pages 13 to 18 form an integral part of this consolidated interim financial information.

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

The notes on pages 13 to 18 form an integral part of this consolidated interim financial information.

Interim Condensed Consolidated Statement of Changes in Equity

For the six months ended 30 June 2024

The notes on pages 13 to 18 form an integral part of this consolidated interim financial information.

Notes to the Interim Condensed Consolidated Financial Information

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

Autonomous Robotics Limited (“ARL” – formerly GO Science 2013 Ltd) is a wholly owned subsidiary of Thalassa and is an Autonomous Underwater Vehicle (”AUV”) research and development company.

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.

Thalassa Holdings (II) Ltd is a wholly owned subsidiary of Thalassa which is non-operational, incorporated and registered in the BVI on 30 January 2023.

DOA Alpha Ltd is a wholly owned subsidiary of Thalassa which is non-operational and registered in the BVI. It has two additional subsidiaries, DOA Exploration Ltd registered in England and Wales and DOA Delta Ltd registered in the BVI, both non-operational.

2. 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.

The financial information has been prepared under the historical cost convention, as modified by the accounting standard for financial instruments at fair value.

2.1. Basis of preparation

The condensed consolidated interim financial information for the six months ended 30 June 2024 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 year ended 31 December 2023. Prior year comparatives have been reclassified to conform to current year presentation.

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

3. Earnings per share

4. Intangible assets

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

5. Property, plant and equipment

6. Securities

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

Equity investments that are held for trading.

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

Notes to the Interim Condensed Consolidated Financial Information Continued

7. Loans and holdings

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.

8.  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:

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

9. Lease liabilities

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.

10. 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

11. Share capital

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

12. Subsequent events

There were no reportable subsequent events.

13. Copies of the Interim Report

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

www.thalassaholdingsltd.com.

END

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