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HWW - Hardware Warehouse - Reviewed Reults For The Year Ended 30 June 200825 Sep 2008
HWW
HWW                                                                             
HWW - Hardware Warehouse - Reviewed Reults For The Year Ended 30 June 2008      
HARDWARE WAREHOUSE LIMITED                                                      
Incorporated in the Republic of South Africa                                    
(Registration number: 2007/004302/06)                                           
Share code: HWW & ISIN: ZAE000104253                                            
("Hardware Warehouse" or "the group")                                           
REVIEWED REULTS FOR THE YEAR ENDED 30 JUNE 2008                                 
-    Revenue up by 74.6% to R220.5 million                                      
-    Profit attributable to ordinary shareholders up 70.4% to R10.5 million     
-    Headline earnings up 95.9% to R10.3 million                                
-    Headline earnings per share up 47% to 15.5 cents per share                 
-    Number of stores up by 45%                                                 
CONDENSED CONSOLIDATED GROUP BALANCE SHEET                                      
                                                     Reviewed     Audited       
                                                  at          at                
30 June      30 June       
                                                  2008        2007              
                                                     R`000        R`000         
                                                                                
ASSETS                                                                          
NONCURRENT ASSETS                                                               
Property, plant and equipment                          11 664       6 052       
Goodwill                                               9 491        2 500       
21 155       8 552        
CURRENT ASSETS                                                                  
Inventories                                            55 485       32 905      
Trade and other receivables                            5 672        2 663       
Cash and cash equivalents                              761          1 416       
                                                      61 918       36 984       
                                                                                
TOTAL ASSETS                                           83 073       45 536      

EQUITY AND LIABILITIES                                                          
EQUITY                                                                          
Share capital                                          14           10          
Share premium                                          10 991       -           
Retained earnings                                      17 922       7 462       
                                                      28 927       7 472        
LIABILITIES                                                                     
NONCURRENT LIABILITIES                                                          
Interest bearing borrowings                            3 733        2 202       
Deferred tax                                           11           74          
                                                      3 744        2 276        
CURRENT LIABILITIES                                                             
Interest bearing borrowings                            2 226        1 061       
Operating lease liability                              752          589         
Related party loans                                    1 555        -           
Taxation payable                                       4 123        3 287       
Provisions                                             1 780        1 145       
Trade and other payables                               30 285       24 787      
Bank overdraft                                         9 681        4 919       
50 402       35 788       
                                                                                
TOTAL LIABILITIES                                      54 146       38 064      
                                                                                
TOTAL EQUITY AND LIABILITIES                           83 073       45 536      
                                                                                
NET ASSET VALUE PER SHARE (cents) -                    40           15          
2008: shares in issue / 2007: proforma                                          
number of shares per prospectus                                                 
                                                                                
TOTAL NET ASSET VALUE                                  28 927       7 472       
CONDENSED CONSOLIDATED GROUP INCOME STATEMENT                                   
Reviewed     Audited        
                                                    12 months    12 months      
                                                 ended 30    ended 30           
                                                 June 2008   June 2007          
R`000        R`000          
                                                                                
REVENUE                                               220 504      126 285      
                                                                                
Cost of sales                                         (170 802)    (98 313)     
                                                                                
Gross profit                                          49 702       27 972       
                                                                                
Other operating income                                210          1 040        
Personnel costs                                       (17 073)     (10 348)     
Administrative costs                                  (800)        (586)        
Other operating expenses                              (16 759)     (8 405)      

Profit from operations                                15 280       9 673        
                                                                                
Investment income                                     452          84           

Finance costs                                         (1 304)      (665)        
                                                                                
Profit before taxation                                14 428       9 092        

Taxation                                              (3 968)      (2 952)      
                                                                                
Profit for the year attributable to                   10 460       6 140        
equity holders                                                                  
Earnings per share (expressed in cents per                                      
share)                                                                          
                                                                                
- basic and diluted earnings per share             15.69      12.28             
                                                                                
- headline and diluted headline earnings           15.49      10.54             
per share                                                                       

- dividends per ordinary share                     -          35 159            
CONDENSED CONSOLIDATED GROUP STATEMENT OF CHANGES OF EQUITY                     
                        Share    Treasu    Share   Treasur                      
capit    ry        premi   y                            
                        al       share     um      shares                       
                                 capita                                         
                                 l                                              
R`000    R`000     R`000   R`000                        
                                                                                
Balance at 1 July 2006   10       -         -       -                           
                                                                                
Profit for the year      -        -         -       -                           
Dividend paid            -        -         -       -                           
                                                                                
Total changes            -        -         -       -                           

Balance at 1 July 2007   10       -         -       -                           
- Audited                                                                       
                                                                                
Profit for the year      -        -         -       -                           
Issue of shares -        3        -         14      -                           
private placement                           997                                 
Issue of shares - share  1        (1)       6 499   (6 499)                     
trust                                                                           
Purchase of shares -     -        (1)       -       (1 999)                     
share scheme                                                                    
Rights issue             2        -         -       -                           
Share issue expenses     -        -         (2      -                           
                                           007)                                 
                                                                                
Total changes            6        (2)       19      (8 498)                     
489                                  
                                                                                
Balance at 30 June 2008  16       (2)       19      (8 498)                     
- Reviewed                                  489                                 
Total      Retain    Total                              
                        share      ed        equity                             
                        capital    earnin                                       
                                   gs                                           
R`000      R`000     R`000                              
                                                                                
Balance at 1 July 2006   10         4 838     4 848                             
                                                                                
Profit for the year      -          6 140     6 140                             
Dividend paid            -          (3        (3 516)                           
                                   516)                                         
                                                                                
Total changes            -          2 624     2 624                             
                                                                                
Balance at 1 July 2007   10         7 462     7 472                             
- Audited                                                                       

Profit for the year      -          10 460    10 460                            
Issue of shares -        15 000     -         15 000                            
private placement                                                               
Issue of shares - share  -          -         -                                 
trust                                                                           
Purchase of shares -     (2 000)    -         (2 000)                           
share scheme                                                                    
Rights issue             2          -         2                                 
Share issue expenses     (2 007)    -         (2 007)                           
                                                                                
Total changes            10 995     10 460    21 455                            

Balance at 30 June 2008  11 005     17 922    28 927                            
- Reviewed                                                                      
CONDENSED CONSOLIDATED GROUP CASHFLOW STATEMENT                                 
Reviewe    Audited           
                                                   d                            
                                                   12         12                
                                                   months     months            
ended      ended             
                                                   30 June    30 June           
                                                   2008       2007              
                                                   R`000      R`000             

CASH FLOWS FROM OPERATING ACTIVITIES                                            
                                                                                
Profit before tax                                   14 428     9 092            

Adjustments for:                                                                
                                                                                
Depreciation of property, plant and                 1 965      762              
equipment                                                                       
Profit on disposal of property, plant and           (187)      (19)             
equipment                                                                       
Interest received                                   (452)      (84)             
Finance costs paid                                  1 304      665              
Movements in operating lease assets and             163        313              
accruals                                                                        
Increase / (Decrease) in provisions                 635        (91)             

Changes in working capital:                                                     
                                                                                
Inventories                                         (22        (11              
580)       003)              
Trade and other receivables                         (3 009)    (320)            
Trade and other payables                            5 498      12 089           
                                                                                
Cash (absorbed by) /  generated by                  (2 235)    11 404           
operations                                                                      
                                                                                
Interest received                                   452        84               
Finance costs paid                                  (1 304)    (665)            
Taxation paid                                       (3 194)    (1 766)          
                                                                                
NET CASH (ABSORBED BY) / FROM OPERATING             (6 281)    9 057            
ACTIVITIES                                                                      
CASH FLOWS FROM INVESTING ACTIVITIES                                            
                                                                                
Purchase of property, plant and equipment           (7 797)    (4 496)          
Proceeds on disposal of property, plant and         407        36               
equipment                                                                       
Goodwill paid on acquisition of businesses          (6 991)    (2 500)          
                                                                                
NET CASH ABSORBED BY INVESTING ACTIVITIES           (14        (6 960)          
                                                   381)                         
CASH FLOWS FROM FINANCING ACTIVITIES                                            
                                                                                
Increase in interest bearing borrowings             2 696     1 223             
Increase in loans from related parties              1 555     -                 
Acquisition of treasury shares                      (2 000)   -                 
Issue of shares                                     12 995    -                 
Dividends paid                                      -         (3 516)           
                                                                                
NET CASH FROM / (ABSORBED BY) FINANCING             15 246    (2 293)           
ACTIVITIES                                                                      

NET DECREASE IN CASH AND CASH EQUIVALENT            (5 416)   (196)             
                                                                                
CASH AND CASH EQUIVALENT AT THE BEGINNING           (3 504)   (3 308)           
OF THE YEAR                                                                     
                                                                                
CASH AND CASH EQUIVALENT AT THE END OF THE          (8 920)   (3 504)           
YEAR                                                                            
COMMENTARY                                                                      
OVERVIEW                                                                        
It is with pleasure that the Board announces a set of results that exceeds our  
prospectus pre-listing forecasts. These welcome results are pleasing,           
specifically given the current challenging retail market environment, senior    
management`s time allocation to the listing process and a 45% growth in our     
retail branch complement. We believe this performance is indicative of sound    
operational management throughout the company. Our unique yet simple business   
model, we are certain, contributed to these results.                            
2.   FINANCIAL PERFORMANCE                                                      
The retail sector has begun to exhibit the effects of higher interest rates and 
elevated fuel and electricity costs, coupled with electricity supply            
disruptions. This scenario is largely negatively underscored by the current     
global credit crisis. Our customer base, however, is not extensively exposed to 
these current economic disruptions and is significantly historically immune to  
interest rate cycles. Housing at this level of the market is largely a need, and
any downturns are offset by government spend.                                   
Despite the inflationary conditions of late 2007 and early 2008, we achieved    
satisfactory real growth, and the positive effects of this inflationary period  
are expected to filter through in the first six months of our 2009 results.     
Revenue grew to R220.5 million. This exceeds the forecast per the prospectus    
despite the economic downturn in the retail sector. The increase is as a result 
of both new and existing stores. New stores added 43.4% to revenue, and pre-    
existing stores contributed 31.2% to this performance. This organic growth is   
pleasing on an industry-comparative basis, specifically as it reflects an 11%   
real growth.                                                                    
Strict fiscal discipline and management of overheads contributed to controlled  
expenditure on operating expenses. This is despite additional overheads         
attributable to being listed. The company also invested substantially in        
infrastructure, gearing itself for expansion opportunities. These additional    
costs did not have a negative impact on Earnings Before Interest, Tax,          
Depreciation and Amortisation ("EBITDA") to revenue ratio, which remained at    
6.8% (EBITDA adjusted by R1 million for headline earnings in the prior year).   
Headline earnings grew by 95.9% to R10.3 million.                               
Inventory Holdings - At the financial year-end, the company had extraordinary   
large inventory holdings. This is as a result of buy-ins of products prior to   
price increases during the three months leading up to the financial year-end.   
The prices of steel and timber related products rose between 20% and 80%. These 
items make up a large part of our sales, and therefore it was essential to take 
advantage of buying in inventory at the old prices. The positive effect of these
buy-ins is mentioned in our financial performance above.                        
These buy-ins will be worked out of the system by the end of the busy December  
trading period, thus generating cash of at least R10 million and strengthening  
the liquidity position.                                                         
3.   REVIEW OF OPERATIONS                                                       
During the year under review, five stores were added to close on 16 stores. This
included two by way of acquisition and three new sites. Our first footprint into
the Kwazulu-Natal province was made when an existing 20 year old business was   
bought in Mtubatuba, near Richards Bay. Revenue contribution from this branch   
has exceeded expectations. The second acquisition, also a family owned business 
of over 20 years, was made in Queenstown. Both businesses are currently being   
rebranded and revamped with the Hardware Warehouse touch.                       
The Board remains confident of achieving further acquisitive growth.            
Significant effort was also put into the Bath and Tile Warehouse Brand, and the 
first concept store was opened in November 2007. The first stand-alone store    
started trading towards the end of the financial year. An additional two sites  
have been secured, and these stores will be opening during the 2009 financial   
year. Where full stand alone stores are not warranted, a store within a store   
concept will be rolled out over the next financial year in current Hardware     
Warehouse stores.                                                               
The product range has been expanded across all categories in general, including 
tiles and sanitary ware. There remains large scope for growth across the        
building material/hardware range, but the overall range will remain limited, in 
line with our business model of simplicity.                                     
Urban and product diversification will continue following expansion into new    
regions. The demand for the products we sell is strong, and we are confident of 
continued, steady growth.                                                       
The Rebranding project was completed in most of the stores during this year. Two
of the more mature stores still require refurbishing, and this will be done in  
the 2009 financial year.                                                        
4.   SIGNIFICANT EVENTS                                                         
The company listed on the Alternative Exchange of the JSE Limited ("JSE"), on 28
September 2007. A relatively small amount of R15 million was raised by way of   
private placement. The purpose of listing was to lay the foundation to raise    
further funds when required for rapid expansion by way of acquisitions.         
5.   PROSPECTS                                                                  
It is our intention to couple organic with acquisitive growth, favouring        
acquisitive growth, given the current value opportunities in the market.        
Over the next 12 months, we intend to grow on our base in Kwazulu-Natal and to  
aggressively seek acquisitive opportunities in Limpopo and Mpumalanga. This     
would extend our footprint to four provinces and about 70% of our potential     
South African customer base in a relatively short period.                       
Following expansion of our South African customer base, we are currently seeking
strong alliances for SADC expansion in late 2009 and early 2010. It is within   
Africa that we strongly believe our unique and simplistic business model will   
enable further growth, specifically for margins.                                
6.   DIVIDENDS                                                                  
In line with the prospectus, no dividends have been paid during the period under
review, nor do the directors recommend payment of a dividend.                   
7.   CHANGES TO THE BOARD                                                       
An additional independent non-executive director, Tony Long, was appointed to   
the board on 4 June 2008. His experience and input has already been most        
valuable to the Board and as Chairman of the Audit Committee.                   
8.   APPRECIATION                                                               
The directors would like to thank the management and staff of the group for     
their hard work and dedication during the past, extremely busy year, as well as 
the shareholders and suppliers for their continued invaluable support. We will  
continue to add value to all the stakeholders of Hardware Warehouse Limited.    
NOTES TO THE CONSOLIDATED CONDENSED RESULTS                                     
1.   BASIS OF PREPARATION                                                       
The condensed consolidated annual financial statements have been prepared in    
accordance with International Financial Reporting Standards ("IFRS"), the       
Companies Act (Act 61 of 1973) of South Africa, as amended, and the JSE Listings
Requirements. The condensed consolidated annual financial statements contain the
information required in terms of IAS 34 - Interim Financial Reporting.          
The condensed consolidated financial statements incorporate accounting policies 
which have been consistently applied. The group has adopted IFRS 7 Financial    
instruments: Disclosure, which became effective for this financial year.        
The board acknowledges its responsibility for the preparation of the condensed  
annual financial statements in accordance with IFRS, the Companies Act (Act 61  
of 1973) of South Africa, as amended, and the JSE Listings Requirements.        
2.   REVIEW REPORT                                                              
The condensed consolidated annual financial statements have been reviewed by    
Charteris & Barnes CA (SA), Registered Auditors. Their unqualified review report
is available for inspection at the group`s registered office.                   
3.   SEGMENT INFORMATION                                                        
Segment information has not been presented as the group is at present a single  
segment business. All stores are collectively managed and, as such, management  
does not review performance based on separate segments.                         
4.   BASIC AND DILUTED EARNINGS AND HEADLINE EARNINGS PER SHARE                 
The earnings and weighted average number of ordinary shares used in the         
calculation of basic and diluted earnings and headline earnings per share are as
follows:                                                                        
Reconciliation of total earnings to headline earnings attributable to equity    
holders                                                                         
                                            2008        2007                    
                                            R`000       R`000                   
                                                                                
Total earnings attributable to equity        10 460      6 140                  
holders                                                                         
                                                                                
Non headline earnings                                                           

Less profit on sale of property, plant and   (187)       (19)                   
equipment                                                                       
Less profit on sale of trading name          -           (1 000)                
Tax effect of adjustments                    52          151                    
                                                                                
Headline earnings                            10 325      5 272                  
                                                                                
Weighted average number of ordinary shares   66 667      50 000                 
in issue (`000)                                                                 
5.   ACQUISITION OF BUSINESSES                                                  
                                        2008           2007                     
R`000          R`000                    
                                                                                
Mthatha                                                                         
Fair value                                                                      
-              -                        
                                                                                
Mtubatuba                                                                       
                                                                                
Assets                                                                          
Property, plant and equipment                                                   
                                        102            -                        
                                                                                
Liabilities                                                                     
Interest bearing borrowings                                                     
                                        (174)          -                        
Fair value                                                                      
(72)           -                        
                                                                                
In-Line Trading 142 (Proprietary)                                               
Limited                                                                         

Assets                                                                          
Trade and other receivables                             -                       
                                        297                                     
Cash and cash equivalents                               -                       
                                        1                                       
                                                                                
Liabilities                                                                     
Trade and other payables                                -                       
                                        (290)                                   
Fair value                                              -                       
                                        8                                       

Queenstown                                                                      
                                                                                
Assets                                                                          
Property, plant and equipment                                                   
                                        219            -                        
Fair value                                                                      
                                        219            -                        

Goodwill                                 6 991          2 500                   
Total acquisitions                       7 146          2 500                   
                                                                                

2008                                                                            
                                                                                
On 15 October 2007, the group acquired the business of an existing              
hardware retailer in Mtubatuba.  The                                            
acquisition was paid for in cash.                                               
                                                                                
On 23 January 2008 the group acquired 100% of the shares in In-Line             
Trading 142 (Proprietary) Limited. This company historically traded             
at a loss and the price for the acquisition was set at the par                  
value of the shares acquired.                                                   
                                                                                
The fair value of the receivables                                               
acquired is:                                                                    
                           2008                                                 
                           R`000                                                
Contractual amounts         339                                                 
receivable                                                                      
Estimated cash flows not     (42)                                               
recoverable                                                                     
Fair value                                                                      
                           297                                                  
                                                                                
On 12 May 2008, the group acquired the business of an existing                  
hardware retailer in Queenstown.  The                                           
acquisition was paid for in cash.                                               
                                                                                
Goodwill of R6 990 663 has been recognised on these additions which             
relates to the group`s estimates                                                
of the favourable returns to be generated from these acquisitions.              
                                                                                
The acquisitions were made for strategic growth reasons.                        

2007                                                                            
                                                                                
On 1 September 2006 the group entered into a joint venture to                   
operate a hardware store in Mthatha.  On                                        
1 February 2007 the group paid R2 500 000 to acquire full control               
over the joint venture.                                                         
                                                                                
Goodwill of R2 500 000 has been recognised on this addition which               
relates to the group`s estimate                                                 
of the favourable returns to be generated from this acquisition.                
                                                                                
The acquisition was made for strategic growth reasons.                          
6.   CHANGES IN SHARE CAPITAL AND SHARE PREMIUM                                 
                                                   2008       2007              
                                                   R`000      R`000             
Issued and fully paid:                                                          
                                                                                
80 000 000 ordinary shares of 0.02 cents                                        
each (2007: 10 000 ordinary shares of R1            16         10               
each)                                                                           
Treasury share capital                              (2)        -                
                                                   14         10                
                                                                                
Share premium                                       21 496     -                
Share issue costs written off against share         (2 007)    -                
premium                                                                         
Treasury shares at cost                             (8 498)    -                
10 991     -                 
                                                                                
                                                                                
                                                   11 005     10                
Reconciliation of shares issued:                                                
                                                                                
Reported at incorporation                           10         10               
Issue of shares - rights issue                      2          -                
Issue of shares - Hardware Warehouse                1          -                
Empowerment Trust                                                               
Issue of shares - private placement                 3          -                
                                                                                
Balance as at 30 June 2008                          16         10               
The company increased its authorised share capital and undertook a 1:           
5 000 share split which changed the share capital from 10 000                   
ordinary R1 shares to 80 000 000 ordinary shares of 0.02 cents each.            
The company undertook a rights issue in September 2007 to existing              
shareholders of 8 500 000 shares.                                               
The company then issued 6 500 000 shares to the Hardware Warehouse              
Empowerment Trust in September 2007. The shareholders of the company            
also sold 2 000 000 shares to the Hardware Warehouse Share Purchase             
Scheme                                                                          
Subsequent to this, the company pursued a private placement of its              
shares in terms of which 15 000 000 shares were issued at a premium             
of 99.98 cents per share for R15 000 000.                                       
7.   RELATED PARTY TRANSACTIONS                                                 
Other than disclosed above, there has been no significant change in related     
party relationships since the previous year or significant transactions during  
the year other than in the normal course of business.                           
8.   COMMITMENTS AND POST-BALANCE SHEET EVENTS                                  
Subsequent to year end the group concluded an agreement to purchase an existing 
business in Gonubie. This is not a material acquisition.                        
Subsequent to year end the group has entered into negotiations with a business  
in the Eastern Cape area. The matter is still pending, inter alia, Competition  
Committee approval.                                                             
SC MILLER                     LA RHIND                                          
Chief Executive Officer       Financial Director                                
25 September 2008                                                               
Registered office                                                               
17 Vincent Road, Vincent, East London, 5247                                     
Postal address                                                                  
PO Box 19728, Tecoma, East London, 5214                                         
Directors                                                                       
IMJ Senar (Chairman), SC Miller (Chief Executive Officer), LA Rhind (Financial  
Director), NE Woollgar (Independent Non-executive Director), HA Long            
(Independent Non-executive Director)                                            
Contact details                                                                 
Tel: +27 43 704 2200                                                            
Fax: +27 43 704 2210                                                            
Web: www.hwwh.co.za                                                             
Transfer secretaries                                                            
Computershare Investor Services (Proprietary) Limited                           
Auditors                                                                        
Charteris & Barnes CA (SA)                                                      
Designated Advisor                                                              
Merchantec (Proprietary) Limited                                                
Date: 25/09/2008 07:05:05 Produced by the JSE SENS Department.                  
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