Get documents about "Silverdell Plc Interim Report 2009
Document Sample
Silverdell Plc
Interim Report
2009
working closer by collaboration
About Silverdell Plc
The Silverdell Group provides managed solutions Kitsons have achieved continued strong financial
for the asbestos, industrial remediation and performance in the first half with nuclear, defence
environmental service industries. Working with and utilities markets influential in its success, despite
partners in public, private, construction and industrial a challenging market environment. Long term
markets, we are committed to creating an improved frameworks that have been negotiated will assist
environment in which to live and work. in projected growth of Kitsons during the 2009
financial year.
The Group has developed into a leading
environmental services and regeneration organisation Redhill Analysts
from its origins in asbestos and licensed waste. This Redhill Analysts is renowned as one of the leading
has been achieved through growth in key market asbestos consultancies in the UK. It continues to
sectors. These include the public sector, defence, develop a wider environmental service offering
transport, utilities, construction, industrial, defence, covering compliance and energy management.
and petrochemical markets which provide a diverse Surveys, asbestos management strategies, project
range of commercial opportunities. A track record of management and testing are the key asbestos related
winning and delivering some of the largest and most services offered. Environmental management, energy,
challenging projects around the country is testament carbon, geotechnical and remediation solutions have
to the technical knowledge of our people. been developed to augment these and to cater to
the wider environmental and waste management
This is the Group’s third interim report as a listed
markets. Its testing services are complemented
company and includes results from all three of
by recently introduced IT based compliance
the Group’s subsidiaries, Silverdell (UK) Limited
management systems. Redhill Analysts employs
(“Silverdell (UK)”), Redhill Analysts Limited (“Redhill
110 people and has offices in Gatwick, Birmingham,
Analysts”) and Kitsons Group Limited (“Kitsons”), for
Manchester and Cardiff.
the entire period.
In Redhill Analysts environmental solutions are
Kitsons
creating new cross-selling opportunities and form
Kitsons is a renowned multi-disciplinary contractor
part of the Group’s growth strategy.
providing industrial services, asbestos removal and
low-level nuclear decommissioning solutions. Its Silverdell (UK)
scaffolding capabilities are capable of addressing the Silverdell (UK) was established over 30 years ago and
most challenging projects, both large and small. Its has become a leading asbestos removal contractor
thermal insulation division is long established and capable of taking on wider principal contractor
supports clients seeking cost efficient environmental roles embracing all elements of enabling works in
initiatives. The business earned a RoSPA Gold both the public and private sectors. The business
Award during 2009 for the second consecutive year. earned a RoSPA Gold Award in 2009 for the second
Kitsons currently employs in excess of 350 people consecutive year. Silverdell (UK) employs 380 staff
and has 6 regional offices in Pembroke, Birmingham, and has regional offices located in Southampton,
Aldermaston, Glasgow, Billingham and Rosyth and a Cardiff, Exeter, Leicester, Bradford, London and its
head office in Warrington. headquarters in Barking. Our unique SAFE training
division also trades as part of Silverdell (UK).
Contents
Financial Highlights 1 Condensed Consolidated Balance Sheet 8
Chairman’s Statement 2 Condensed Consolidated Cash Flow Statement 10
Chief Executive’s Statement 4 Notes to the Condensed Consolidated Interim
Condensed Consolidated Income Statement 6 Financial Statements 11
Condensed Consolidated Statement of Recognised Independent Review Report to the Members
Income and Expenses 7 of Silverdell Plc 20
Financial Highlights
Unaudited Unaudited Audited
6 months 6 months year
ended ended ended
31 March 31 March 30 September
2009 2008 2008
£m £m £m
Continuing operations:
Turnover 29.7 27.3 61.4
Operating loss (6.1) (0.6) (15.9)
Adjusted operating profit * 0.2 0.8 1.6
Adjusted operating margin * 0.7% 2.9% 2.6%
pence pence pence
Adjusted earnings per share
Adjusted basic (0.5) 1.1 0.6
Basic (14.4) (2.0) (37.2)
Diluted (14.4) (2.0) (37.2)
* before goodwill impairment, intangible assets amortisation, share-based payments and non-recurring items
Interim Report 2009 1
Chairman’s Statement
Having recently joined the Silverdell Group as
Executive Chairman, I am encouraged by the
continuing level of enquiries from both the public
sector and blue chip companies in the private
sector. Whilst I am mindful of the fact that margins
are inevitably under pressure, I believe that with
continued focus on cost control and project
discipline, we can look forward to achieving
reasonable levels of profitability going forward.
The Board structure has been significantly reduced
with only one shareholder representative as a
Non-Executive Director together with Sean Nutley
as CEO. We are in the process of securing a new
Finance Director to support Sean at Group level and
further Non-Executive Directors.
Recently we were successful in raising £5.5m in a
placing which allowed us to renegotiate our bank
facilities onto a more appropriate footing. The short-
term facility of £3.25m was repaid in full in May 2009
from the proceeds of the equity placing. We now
have access to the funds to allow the Group to
deliver its growth plans and to maximise its position
in the market.
“
We now have access to the funds to allow the Group to deliver
its growth plans and to maximise its position in the market.
We have also reduced debt following the successful fund raising.
2 Silverdell Plc
”
For the six months ended 31 March 2009 the Operating cash flow was strong with an inflow
Group achieved a turnover of £29.7m compared of £1.9m in the period, compared with a £0.7m
with £27.3m in the previous year, an increase of outflow in the six months ended 31 March 2008.
9%. The gross profit margin was 23.6%, compared This reflects a continued focus on working capital
with 23.8% in the year ended 30 September 2008. management. The improved cash flow served to
This margin is slightly lower than that reported in reduce the net debt from £14.4m to £13.7m.
the first half of last year, but in more challenging
Each of the Group companies maintains a strong
trading conditions. Unfortunately the high level of
presence in their respective sectors, and I am
overhead combined with one off costs, including a
pleased to report that we continue to see a high level
goodwill impairment charge of £4.8m, meant that the
of repeat business which underlines the strength of
final result of a loss of £6.5m was worse than in the
the Group’s reputation. I am also encouraged by the
previous year.
commitment and experience of our staff in these
Whilst it is disappointing that the increase in turnover challenging times which I feel sure will enable us to
has not translated into increased profitability, we are realise the potential to increase sales whilst reducing
confident that changes made to the management the cost base.
structure and the introduction of more disciplined
I would like to thank all the staff for their continued
project controls will result in enhanced performance
efforts in the first half of 2009.
and profitability going forward.
Stuart Doughty
Executive Chairman
Interim Report 2009 3
Chief Executive’s Statement
In the first half of the financial year, we have sought
to put the Company in a stronger financial position so
that it can embrace the increasingly challenging and
competitive market conditions.
We have an excellent track record of working with a
wide range of clients in both the public and private
sectors in a diverse portfolio of markets. Public sector
works, industrial, nuclear, rail, defence, health,
education feature prominently underpinned by the
public purse, augmented by the wider construction,
retail, and commercial sectors where we continue to
add value on large and small scale projects.
We continue to develop our strategic focus,
embracing the growth opportunities for both the
consultancy and contracting segments of our
business. Our origins in licensed waste management
continue to feature prominently. Asbestos remains
the largest occupational killer in the UK and we strive
to reduce the number of deaths caused by improving
the quality of the environment in which we live and
work. Environmental management, energy, carbon,
geotechnical and remediation solutions have been
developed to augment our capabilities as regulatory
compliance continues to grow.
“
We have started the trading year with confidence and remain well
positioned to take advantage of new opportunities during the second
half of the year. Our origins in licensed waste management are now
augmented by wider environmental capabilities.
4 Silverdell Plc ”
The successful fund raising has provided a the trading year with confidence and remain well
substantial cash injection into the business. As a positioned to take advantage of new opportunities
result we have been able to reduce debt and facilitate during the second half of the year.
strategic and operational developments. We believe
Kitsons have achieved strong financial performance
that this, combined with more efficient working
in the first half with nuclear, defence and utilities
capital management, provides the business with a
markets influential in its success. Long term
solid foundation from which to grow.
frameworks which have been negotiated will assist
The Board will continue to implement our strategy, Kitsons in dealing with challenging market conditions.
ensure that the right leadership is in place to deliver
Redhill Analysts are trading broadly in line
agreed business plans and monitor performance
with financial expectation. Market and service
against these targets. We are continuing to reduce
development strategies will enable longer term growth
operating costs in each of our businesses to
opportunities outside of the asbestos industry to be
improve efficiency.
achieved. Investments to enhance these capabilities
I am delighted with the appointment of Stuart are being made currently.
Doughty CMG as Chairman of the Group. Until
Silverdell’s turnover has been affected by the
recently Stuart was Chief Executive Officer of
market climate in the first half, partly due to
Costain Group Plc. He brings over 40 years’
market conditions affecting the construction
experience in the construction industry, during
industry, although retention of clients remains high.
which time he served as a director of Hyder Plc,
Management have reduced costs, particularly in
Alfred McAlpine Construction Limited and Tarmac
relation to staff and overheads within the business in
Construction Limited and as Managing Director of
response to these economic changes.
John Laing Construction Limited.
Sean Nutley
We continue to build on the forward order book and
Group Chief Executive
develop sales opportunities, despite the current
uncertain economic environment. We have started
Interim Report 2009 5
Condensed Consolidated Income Statement
for the 6 months ended 31 March 2009
Unaudited Unaudited
before non–recurring
non–recurring items,
items, impairments and
impairments and amortisation
amortisation (see note 4) Unaudited Unaudited Audited
6 months 6 months 6 months 6 months year
ended ended ended ended ended
31 March 31 March 31 March 31 March 30 September
2009 2009 2009 2008 2008
Note £’000 £’000 £’000 £’000 £’000
Revenue 2 29,681 – 29,681 27,332 61,378
Cost of sales (22,690) – (22,690) (20,090) (46,793)
Gross profit 6,991 – 6,991 7,242 14,585
Administrative expenses (6,916) (6,916) (6,631) (13,144)
– impairment of goodwill – (4,802) (4,802) – (14,653)
– amortisation of intangible assets – (871) (871) (1,260) (2,151)
– non-recurring expenses – (490) (490) – (520)
Operating profit/(loss) 2 75 (6,163) (6,088) (649) (15,883)
Finance income 3 – – – 33 42
Finance costs 3 (414) (225) (639) (511) (963)
Loss before tax (339) (6,388) (6,727) (1,127) (16,804)
Taxation credit 6 1 244 245 224 231
Loss for the period 9 (338) (6,144) (6,482) (903) (16,573)
6 Silverdell Plc
Condensed Consolidated Statement of Recognised Income and Expenses
for the 6 months ended 31 March 2009
Unaudited Unaudited Audited
6 months 6 months year
ended ended ended
31 March 31 March 30 September
2009 2008 2008
Note £’000 £’000 £’000
Net income/(expense) recognised directly in equity 9 104 (110) (92)
Loss for the financial period (6,482) (903) (16,573)
Total recognised income and expense (6,378) (1,013) (16,665)
Interim Report 2009 7
Condensed Consolidated Balance Sheet
as at 31 March 2009
Unaudited Unaudited Audited
31 March 31 March 30 September
2009 2008 2008
Note £’000 £’000 £’000
Non-current assets
Goodwill 5 16,174 35,395 20,976
Other intangible assets 1,473 3,632 2,343
Property, plant and equipment 2,610 2,821 2,809
Trade and other receivables 1,001 1,001 1,001
21,258 42,849 27,129
Current assets
Inventories and work in progress 2,122 3,042 1,163
Trade and other receivables 13,424 12,014 16,562
Cash and cash equivalents – 6 17
15,546 15,062 17,742
Total assets 36,804 57,911 44,871
Non-current liabilities
Borrowings (10,258) (11,383) (11,170)
Deferred tax liabilities (396) (850) (728)
Trade and other payables (1,001) (1,001) (1,001)
Other financial liabilities (128) – –
(11,783) (13,234) (12,899)
8 Silverdell Plc
Condensed Consolidated Balance Sheet continued
as at 31 March 2009
Unaudited Unaudited Audited
31 March 31 March 30 September
2009 2008 2008
Note £’000 £’000 £’000
Current liabilities
Borrowings (3,411) (3,379) (3,241)
Trade and other payables (9,070) (6,152) (9,139)
Other financial liabilities (57) (66) (41)
Deferred consideration – – (334)
Current taxation liabilities – (366) (255)
(12,538) (9,963) (13,010)
Total liabilities (24,321) (23,197) (25,909)
Net assets 12,483 34,714 18,962
Equity
Share capital 9 4,165 4,165 4,165
Share premium account 9 13,649 13,649 13,649
Equity reserve 9 518 511 411
Hedging reserve 9 (134) (48) (30)
Other reserve 9 16,635 16,635 16,635
Retained earnings 9 (22,350) (198) (15,868)
Total equity 12,483 34,714 18,962
Interim Report 2009 9
Condensed Consolidated Cash Flow Statement
for the 6 months ended 31 March 2009
Unaudited Unaudited Audited
6 months ended 6 months ended year ended
31 March 2009 31 March 2008 30 September 2008
£’000 £’000 £’000
Cash flows from operating activities
Operating loss (6,088) (649) (15,883)
Impairment of goodwill 4,802 – 14,653
Amortisation of intangibles 871 1,260 2,151
Profit on the sale of property, plant and equipment – (4) (38)
Depreciation of property, plant and equipment 375 395 848
Share-based payments 107 128 212
Movements in working capital:
(Increase)/decrease in inventories and work in progress (959) (1,736) 143
Decrease/(increase) in trade and other receivables 3,138 4,295 (217)
Decrease in trade and other payables (94) (2,725) (1,258)
Cash generated from operations 2,152 964 611
Income tax paid (302) (1,695) (1,993)
Net cash inflow/(outflow) from operating activities 1,850 (731) (1,382)
Cash flows from investing activities
Payments for property, plant and equipment (187) (208) (675)
Proceeds from sale of property, plant and equipment 11 25 86
Acquisition of subsidiaries (334) (5,103) (3,239)
Net cash acquired with subsidiaries – 372 372
Net cash outflow from investing activities (510) (4,914) (3,456)
Cash flows from financing activities
Interest paid (615) (485) (910)
Interest paid on finance leases (24) (26) (53)
Interest received – 33 42
Payments for hire purchase principals (201) (263) (509)
Proceeds from bank loans – 4,750 4,150
Repayments of bank loans (902) (750) (1,050)
Net cash (outflow)/inflow from financing activities (1,742) 3,259 1,670
Net decrease in cash and cash equivalents (402) (2,386) (3,168)
Cash and cash equivalents at beginning of the period (1,750) 1,418 1,418
Cash and cash equivalents at end of the period (2,152) (968) (1,750)
10 Silverdell Plc
Notes to the Condensed Consolidated Interim Financial Statements
for the 6 months ended 31 March 2009
1. Basis of preparation
Silverdell plc is a public limited company incorporated in the United Kingdom under the Companies Act 1985. The Company’s ordinary
shares are traded on the AIM market of the London Stock Exchange.
The Condensed Interim Financial Statements for the six months ended 31 March 2009 have been prepared in accordance with the
accounting policies expected to be applied to the full year financial statements for the year ending 30 September 2009, which are
consistent with International Financial Reporting Standards (“IFRS”) as adopted for use in the European Union (EU). The Directors have
elected not to apply International Accounting Standard 34, Interim Financial Reporting, which is not mandatory for AIM-listed companies.
The interim financial statements are unaudited but have been reviewed and do not constitute statutory accounts within the meaning of
section 435 of the Companies Act 1985. The financial information for the year ended 30 September 2008 has been extracted from the
audited Annual Report and Accounts which have been filed with the Registrar of Companies. The interim financial statements do not
include all of the information and disclosures required in the annual financial statements and should be read in conjunction with the
Group’s annual financial statements for the year ended 30 September 2008.
The figures for the six months ended 31 March 2008 have been extracted from the interim results for that period. The auditors have
made a report under section 235 of the Companies Act 1985 on the statutory accounts for the year ended 30 September 2008. The
report was unqualified and did not contain a statement under section 237 (2) or (3) of the Companies Act 1985. It did, however,
include a reference to material uncertainty in respect of going concern by way of emphasis of matter. Please refer below for an update on
this position.
Two interpretations issued by the IFRIC are effective for the current period. These are:
IFRIC13 “Customer loyalty programmes”
IFRIC15 “Hedges of a net investment in a foreign operation”
The adoption of these interpretations has not resulted in any material changes to the Group’s accounting policies.
Going concern
Subsequent to the year end, the Group successfully completed an equity placing raising funds of £5.5m and finalised revised banking
facilities with its bankers (see note 10). The Group continues to meet its day to day working capital requirements through its banking
facilities, which are due to expire in 2012. The current economic conditions do create some uncertainty and the Group’s borrowings
do fluctuate, but the successful post balance sheet refinancing and the continued planned actions on improving working capital
management have resulted in significant reductions in net debt after the period end. Further the Group has a number of long term
contracts, with customers and suppliers across different geographic areas and industries. As a consequence the Directors believe that the
Group is well placed to manage its business risks successfully despite the current economic outlook.
After making enquiries, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational
existence for the foreseeable future. Accordingly they continue to adopt the going concern basis in preparing the Annual Report
and Accounts.
Interim Report 2009 11
Notes to the Condensed Consolidated Interim Financial Statements continued
for the 6 months ended 31 March 2009
2. Segmental reporting
Management consider that the Group comprises two segments – Asbestos Remediation and Consultancy Services.
6 months ended 31 March 2009
Asbestos Consultancy
remediation services Unallocated Group
£’000 £’000 £’000 £’000
Revenue
Total revenue 26,771 3,300 – 30,071
Less: between segments (178) (212) – (390)
External revenue 26,593 3,088 – 29,681
Result
Operating profit before amortisation and
non-recurring items 822 171 (918) 75
Intangible assets amortisation (700) (171) – (871)
Goodwill impairment loss (4,802) – – (4,802)
Non-recurring operating expenses (57) (100) (333) (490)
Finance costs (including non-recurring bank charges) (21) (9) (609) (639)
Profit/(loss) before tax (4,758) (109) (1,860) (6,727)
Taxation 189 4 52 245
Profit/(loss) for the period (4,569) (105) (1,808) (6,482)
Asbestos Consultancy
remediation services Unallocated Group
£’000 £’000 £’000 £’000
Balance sheet
Total assets 26,853 8,709 1,242 36,804
Total liabilities 10,778 1,031 12,512 24,321
Other information
Capital expenditure 155 32 – 187
Depreciation 292 83 – 375
12 Silverdell Plc
2. Segmental reporting (continued)
6 months ended 31 March 2008
Asbestos Consultancy
remediation services Unallocated Group
£’000 £’000 £’000 £’000
Revenue
Total revenue 24,459 2,873 – 27,332
Less: between segments – – – –
External revenue 24,459 2,873 – 27,332
Result
Operating profit before amortisation and
non-recurring items 981 405 (775) 611
Intangible assets amortisation (887) (373) – (1,260)
Finance income 28 – 5 33
Finance costs (38) (13) (460) (511)
Profit/(loss) before tax 84 19 (1,230) (1,127)
Taxation (17) (4) 245 224
Profit/(loss) for the period 67 15 (985) (903)
Asbestos Consultancy
remediation services Unallocated Group
£’000 £’000 £’000 £’000
Balance sheet
Total assets 48,436 9,357 118 57,911
Total liabilities 10,250 635 12,312 23,197
Other information
Capital expenditure 175 33 – 208
Depreciation 279 116 – 395
Interim Report 2009 13
Notes to the Condensed Consolidated Interim Financial Statements continued
for the 6 months ended 31 March 2009
2. Segmental reporting (continued)
Year ended 30 September 2008
Asbestos Consultancy
remediation services Unallocated Group
£’000 £’000 £’000 £’000
Revenue
Total revenue 55,680 5,871 – 61,551
Less: between segments (4) (169) – (173)
External revenue 55,676 5,702 – 61,378
Result
Operating profit before amortisation and
non-recurring items 1,856 649 (1,064) 1,441
Intangible assets amortisation (1,681) (470) – (2,151)
Goodwill impairment loss (13,554) (1,099) – (14,653)
Non-recurring expenses – – (520) (520)
Finance income 34 1 7 42
Finance costs (83) (25) (855) (963)
Loss before tax (13,428) (944) (2,432) (16,804)
Taxation (304) (68) 603 231
Loss for the period (13,732) (1,012) (1,829) (16,573)
Asbestos Consultancy
remediation services Unallocated Group
£’000 £’000 £’000 £’000
Balance sheet
Total assets 35,692 8,021 1,158 44,871
Total liabilities 11,582 933 13,394 25,909
Other information
Capital expenditure 1,180 45 – 1,225
Depreciation 623 225 – 848
14 Silverdell Plc
3. Finance income and finance costs
6 months ended 6 months ended Year ended
31 March 31 March 30 September
2009 2008 2008
£’000 £’000 £’000
Finance income
Interest receivable on bank deposits – 33 42
Finance costs
Interest on bank loans and overdrafts (390) (485) (910)
Interest on finance leases (24) (26) (53)
Total before non-recurring items (414) (511) (963)
Non-recurring bank charges (see note 4) (225) – –
Total finance costs (639) (511) (963)
4. Non-recurring items, impairments and amortisation
6 months ended 6 months ended Year ended
31 March 31 March 30 September
2009 2008 2008
£’000 £’000 £’000
Administrative expenses
Goodwill impairment (4,802) – (14,653)
Amortisation of intangible assets (871) (1,260) (2,151)
Non-recurring expenses (490) – (520)
(6,163) (1,260) (17,324)
Finance costs
Non-recurring bank charges (225) – –
Impact on profit/(loss) before tax (6,388) (1,260) (17,324)
The goodwill impairment charge is explained in more detail in note 5.
The non-recurring expenses incurred in the six months ended 31 March 2009 comprised severance costs of £290,000 and professional
fees associated with the renegotiation of the Group’s banking facilities of £200,000. There were also non-recurring bank charges of
£225,000 incurred in the interim period pending agreement of the revised facilities. The non-recurring expenses in the year ended
30 September 2008 were costs associated with the renegotiation of banking facilities.
The goodwill impairment charge has no impact on the tax credit for the period. The amortisation charge on intangible assets gave rise to
a deferred tax credit of £244,000.
Interim Report 2009 15
Notes to the Condensed Consolidated Interim Financial Statements continued
for the 6 months ended 31 March 2009
5. Goodwill
The Group tests goodwill annually for impairment or more frequently if there are indications that goodwill might be impaired. The
recoverable amounts of Cash Generating Units (“CGUs”) are determined from value in use calculations. The key assumptions are
those regarding the discount rates and growth rates for the period. Management estimates using pre-tax rates that reflect current
market assessments of the time value of money and the risks specific to the CGUs. The rate applied is 12%. The discount rate has
been determined based on the Group’s weighted average cost of capital. The growth rates are based on industry growth forecasts and
long-term growth in gross domestic product.
The Group prepares cash flow forecasts derived from the most recent financial budgets approved by management for the next three years.
While not adversely affecting the Group’s overall projected financial performance, the revised projections, which were used for the
purpose of the equity fund raising and bank refinancing, did amend the relative contributions of the CGUs. In particular, the projection for
the Kitsons CGU were adversely affected by the continued challenging market conditions. The impairment loss of £4,802,000 represents
the only increment in goodwill during the six months ended 31 March 2009.
The carrying amounts of goodwill relating to the Group’s two business segments are as follows:
31 March 31 March 30 September
2009 2008 2008
£’000 £’000 £’000
Asbestos remediation 10,888 29,010 15,690
Consultancy services 5,286 6,385 5,286
16,174 35,395 20,976
6. Taxation
6 months ended 6 months ended Year ended
31 March 31 March 30 September
2009 2008 2008
£’000 £’000 £’000
Current tax
Corporation tax on profits for the period – 5 (351)
Adjustment in respect of prior periods (22) – 36
Total current tax (22) 5 (315)
Deferred tax
Origination and reversal of temporary differences 267 219 546
Total tax for the period 245 224 231
The taxation credit for the six months ended 31 March 2009 has been calculated at 13.8% (2008: 19.9%). The effective rate has been
applied to the loss before tax for the period, excluding the significant non-deductible goodwill impairment charge.
16 Silverdell Plc
7. Earnings per share
Basic earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of
ordinary shares during the period, determined in accordance with the provisions of IAS 33 ‘Earnings per share’.
Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares in issue on the assumption of
conversion of all dilutive potential ordinary shares. The Group has only one category of dilutive potential ordinary shares, being share
options granted where the exercise price is less than the average price of the Company’s ordinary shares during the period. However,
these share options are anti-dilutive as the Group is loss-making during the period.
Adjusted basic earnings per share is calculated by dividing the earnings attributed to ordinary shareholders, before intangible assets
amortisation, share-based payment charges and non-recurring expenses, by the weighted average number of ordinary shares during
the period.
Unaudited Unaudited Audited
6 months to 6 months to year ended
31 March 31 March 30 Sepember
2009 Basic Diluted 2008 Basic Diluted 2008 Basic Diluted
£’000 p p £’000 p p £’000 p p
Loss attributable to
ordinary shareholders (6,482) (14.4) (14.4) (903) (2.0) (2.0) (16,573) (37.2) (37.2)
Non-recurring items,
impairment, amortisation and
share-based payments 6,250 13.9 13.9 1,388 3.1 3.1 16,857 37.8 37.2
Profit for adjusted earnings per share (232) (0.5) (0.5) 485 1.1 1.1 284 0.6 0.0
The adjusted numbers have been reported in order that the impact of the above charges against profit/(loss) can be fully appreciated.
6 months ended 6 months ended Year ended
31 March 31 March 30 September
2009 2008 2008
Number Number Number
Number of shares
Weighted average number of ordinary shares
used in calculation of basic earnings per share
(including contingently issuable shares) 44,874,838 44,296,308 44,550,187
Effect of dilutive potential ordinary shares:
Share options – 1,246,445 708,936
Weighted average number of ordinary shares used
in calculation of diluted earnings per share 44,874,838 45,542,753 45,259,123
Interim Report 2009 17
Notes to the Condensed Consolidated Interim Financial Statements continued
for the 6 months ended 31 March 2009
8. Net debt
6 months ended 6 months ended Year ended
31 March 31 March 30 September
2009 2008 2008
£’000 £’000 £’000
Bank overdraft (2,152) (974) (1,767)
Cash at bank – 6 17
Cash and cash equivalents (2,152) (968) (1,750)
Bank loans (11,200) (13,000) (12,102)
Obligations under finance leases (317) (788) (542)
(13,669) (14,756) (14,394)
9. Reconciliation of movements in equity
6 months ended 31 March 2009 Share Share Other Equity Hedging Retained
capital premium reserve reserve reserve earnings Total
£’000 £’000 £’000 £’000 £’000 £’000 £’000
At 1 October 2008 4,165 13,649 16,635 411 (30) (15,868) 18,962
Net profit/(loss) for the period – – – – – (6,482) (6,482)
Change in fair value of interest rate swap – – – – (144) – (144)
Tax on items taken to equity – – – – 40 – 40
Total recognised loss for the period – – – – (104) (6,482) (6,586)
Share-based payments including tax – – – 107 – – 107
At 31 March 2009 4,165 13,649 16,635 518 (134) (22,350) 12,483
6 months ended 31 March 2008 Share Share Other Equity Hedging Retained
capital premium reserve reserve reserve earnings Total
£’000 £’000 £’000 £’000 £’000 £’000 £’000
At 1 October 2007 4,068 13,649 15,233 368 62 705 34,085
Net profit/(loss) for the period – – – – – (903) (903)
Change in fair value of interest rate swap – – – – (152) – (152)
Tax on items taken to equity – – – – 42 – 42
Total recognised loss for the period – – – – (110) (903) (1,013)
Shares issued 97 – 1,402 – – – 1,499
Share-based payments including tax – – – 143 – – 143
At 31 March 2008 4,165 13,649 16,635 511 (48) (198) 34,714
18 Silverdell Plc
9. Reconciliation of movements in equity (continued)
Year ended 30 September 2008
Share Share Other Equity Hedging Retained
capital premium reserve reserve reserve earnings Total
£’000 £’000 £’000 £’000 £’000 £’000 £’000
At 1 October 2007 4,068 13,649 15,233 368 62 705 34,085
Net profit/(loss) for the period – – – – – (16,573) (16,573)
Change in fair value of interest rate swap – – – – (127) – (127)
Tax on items taken to equity – – – – 35 – 35
Total recognised loss for the period – – – – (92) (16,573) (16,665)
Shares issued 97 – 1,402 – – – 1,499
Share-based payments including tax – – – 43 – – 43
At 30 September 2008 4,165 13,649 16,635 411 (30) (15,868) 18,962
10. Subsequent events
Subsequent to the period end on 18 May 2009 the Group completed a placing of 110 million new ordinary shares at 5p per share, raising
cash funds of £5.5m before expenses. In preparation for the placing, the Company’s ordinary shares of 10p each were divided into
ordinary shares of 1p and deferred shares of 9p in a capital reorganisation. Each shareholder’s proportionate interest in the Company’s
equity was unchanged as a result.
On 15 May 2009 the Group finalised amended banking facilities with its bankers. The revised bank facilities comprise a short-term
facility of £3.25m due for repayment on or before 30 June 2009, a £5.95m amortising term loan due for repayment on or before
31 December 2011, a £2m bullet term loan due for repayment on 31 December 2011 and a £2m overdraft facility. Under the agreement
the Group also granted its bankers a warrant enabling them to subscribe for up to 10% of the enlarged share capital after the placing.
The short-term facility of £3.25m was repaid in full during May 2009 from the proceeds of the equity placing. The interest rates applicable
to the remaining new banking facilities range from 3.5% to 3.75% above LIBOR.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s website.
Legislation in the United Kingdom governing the preparation and disseminaton of financial information differs from legislation in other jurisdictions.
Interim Report 2009 19
Independent Review Report to the Members of Silverdell Plc
We have been engaged by Silverdell Plc (“the Company”) to review the Group condensed set of financial statements in the half-yearly financial
report for the six months ended 31 March 2009 which comprises the consolidated income statement, the consolidated balance sheet, the
consolidated statement of recognised income and expense, the consolidated cash flow statement and related notes 1 to 10. We have read
the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material
inconsistencies with the information in the condensed set of financial statements.
This report is made solely to the company in accordance with International Standard on Review Engagements (UK and Ireland) 2410 ‘Review
of Interim Financial Information Performed by the Independent Auditor of the Entity’ issued by the Auditing Practices Board. Our work has
been undertaken so that we might state to the company those matters we are required to state to them in an independent review report and for
no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company, for our
review work, for this report, or for the conclusions we have formed.
Directors’ responsibilities
The half-yearly financial report is the responsibility of, and has been approved by, the Directors. The Directors are responsible for preparing the
half-yearly financial report in accordance with the AIM Rules of the London Stock Exchange.
As disclosed in note 1, the annual financial statements of the Group are prepared in accordance with IFRSs as adopted by the European
Union. The condensed set of financial statements included in this half-yearly financial report have been prepared in accordance with the
accounting policies the Group intends to use in preparing its next annual financial statements.
Our responsibility
Our responsibility is to express to the Company a conclusion on the condensed set of financial statements in the half-yearly financial report
based on our review.
Scope of review
We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410 ‘Review of Interim
Financial Information Performed by the Independent Auditor of the Entity’ issued by the Auditing Practices Board for use in the United
Kingdom. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting
matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance
with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become
aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the
half-yearly financial report for the six months ended 31 March 2009 is not prepared, in all material respects, in accordance with the AIM Rules
of the London Stock Exchange.
Deloitte LLP
Chartered Accountants and Statutory Auditors
London, United Kingdom
25 June 2009
20 Silverdell Plc
Silverdell (UK) Ltd Redhill Analysts Kitsons Environmental SAFE
Asbestos Removal Asbestos Consultancy Asbestos Removal Modular training system
Demolition Asbestos Management Nuclear Decommissioning for staff
Principal Contractor Asbestos Surveying Scaffolding / Access Mobile training solution
Strip Out Demolition Air Monitoring (UKAS) Thermal Insulation, Surface for responsible persons in
Rail Engineering Project Management Protection and Coatings response to CAR 2006
Waste Transfer Tender Documentation Demolition (Control of
Software Solutions Deconstruction / Dismantling Asbestos Regulations)
Key market sectors: Task / Risk Assessments
Public Sector
Training
Key market sectors:
Construction Nuclear Industry
Expert Witness
Retail and Leisure Industrial Sectors
Management Plans
Insurance Repair Public Sector
Environmental Management
Utilities Construction
Remediation and Waste
Rail Utilities
Liability Transfer
Social Housing Retail
Key market sectors: Defence
Public Sector Power Generation
Construction Petrochemical
Retail
Insurance Repair
Utilities
NHS
Housing
Silverdell PLC
14 Buckingham St London WC2N 6DF Tel 020 7004 2744
www.silverdell.plc.uk
Registered Office: 20 Blackfriars Lane, London EC4V 6HD
Related docs
