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HWW - Hardware Warehouse - Reviewed Final Results For The Year Ended17 Sep 2009
HWW
HWW                                                                             
HWW - Hardware Warehouse - Reviewed Final Results For The Year Ended            
                             30 June 2009                                       
Hardware Warehouse Limited                                                      
Incorporated in the Republic of South Africa                                    
(Company registration no: 2007/004302/06)                                       
Share code: HWW & ISIN: ZAE000104253                                            
("Hardware Warehouse" or "the group")                                           
REVIEWED FINAL RESULTS                                                          
for the year ended 30 June 2009                                                 
-    Hardware Warehouse Revenue up 32.5%                                        
-    Group Revenue up 43.8%                                                     
-    Hardware Warehouse EBITDA up 9.6%                                          
-    Group EBITDA up 2.9%                                                       
-    Hardware Warehouse Net asset value up 23.2%                                
-    Group Net asset value up 23.5%                                             
-    Group stores up 31.3%                                                      
CONDENSED CONSOLIDATED INCOME STATEMENT                                         
                     COMPANY                   GROUP                            
                     Reviewed     Audited      Reviewed     Audited             
12 months    12 months    12 months    12 months           
                     ended        ended        ended        ended               
                     30 June      30 June      30 June      30 June             
                     2009         2008         2009         2008                
R`000        R`000        R`000        R`000               
                                                                                
Revenue               292 131      220 449      317 067      220 504            
Cost of sales         (223 631)    (170 802)    (243 204)    (170 802)          
Gross profit          68 500       49 647       73 863       49 702             
Other operating       3            210          3            210                
income                                                                          
Administration        (2 463)      (800)        (2 719)      (800)              
expenses                                                                        
Personnel costs       (25 354)     (17 073)     (28 392)     (17 073)           
Operating expenses    (24 920)     (16 700)     (28 446)     (16 759)           
Profit from           15 766       15 284       14 309       15 280             
operations                                                                      
Investment income     1 592        450          578          452                
Finance costs         (3 153)      (1 304)      (3 262)      (1 304)            
Profit before         14 205       14 430       11 625       14 428             
taxation                                                                        
Taxation              (4 022)      (3 968)      (3 301)      (3 968)            
Profit for the year   10 183       10 462       8 324        10 460             
attributable to                                                                 
equity holders                                                                  
Earnings per share                                                              
(expressed in cents                                                             
per share)                                                                      
- basic and diluted                                                             
earnings per share                              11,85        15,69              
- Headline and                                                                  
diluted headline                                11,86        15,49              
earnings per share                                                              
- Dividends per                                 -            -                  
ordinary share                                                                  
                                                                                
CONDENSED CONSOLIDATED BALANCE SHEET                                            
for the year ended 30 June 2009                                                 
                                                                                
                          COMPANY                GROUP                          
Reviewed    Audited    Reviewed     Audited           
                          2009        2008       2009         2008              
                          R`000       R`000      R`000        R`000             
                                                                                
ASSETS                                                                          
                                                                                
NON-CURRENT ASSETS                                                              
Property, plant and        14 982      11 664     30 668       11 664           
equipment                                                                       
Goodwill                   9 528       9 483      11 708       9 491            
Related party loans        31 580      6 945      -            -                
Investments in             3 864       1          -            -                
subsidiaries                                                                    
Deferred tax               212         -          974          -                
                          60 166      28 093     43 350       21 155            
                                                                                
CURRENT ASSETS                                                                  
Inventories                61 058      55 485     72 873       55 485           
Trade and other            5 642       5 655      13 327       5 672            
receivables                                                                     
Cash and cash equivalents  1 798       758        2 197        761              
                          68 498      61 898     88 397       61 918            
                                                                                
TOTAL ASSETS               128 664     89 991     131 747      83 073           

EQUITY AND LIABILITIES                                                          
                                                                                
EQUITY                                                                          
Share capital              16          16         14           14               
Share premium              17 798      19 489     9 300        10 991           
Share based payment        176         -          176          -                
reserve                                                                         
Retained earnings          28 106      17 921     26 246       17 922           
                          46 096      37 426     35 736       28 927            
                                                                                
LIABILITIES                                                                     

NON-CURRENT LIABILITIES                                                         
Interest bearing           18 835      3 733      23 557       3 733            
borrowings                                                                      
Related party loans        2 815       -          1 791        1 555            
Deferred tax               -           11         -            11               
                          21 650      3 744      25 348       5 299             
                                                                                

CURRENT LIABILITIES                                                             
Interest bearing           3 376       2 226      3 678        2 226            
borrowings                                                                      
Operating lease accrual    894         752        894          752              
Taxation payable           1 780       4 123      1 849        4 123            
Provisions                 2 737       1 780      2 737        1 780            
Trade and other payables   41 776      30 270     48 244       30 285           
Bank overdraft             10 355      9 670      13 261       9 681            
                          60 918      48 821     70 663       48 847            
                                                                                
TOTAL LIABILITIES          82 568      52 565     96 011       54 146           

TOTAL EQUITY AND           128 664     89 991     131 747      83 073           
LIABILITIES                                                                     
                                                                                
NET ASSET VALUE PER SHARE                                                       
(CENTS)                    59.17       46.78      45.87        40.00            
                                                                                
TOTAL NET ASSET VALUE      46 096      37 426     35 736       28 927           
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY                           
for the year ended 30 June 2009                                                 
                                                                                
                         Share     Treasury    Share    Treasury                
Capital   share       premium  shares                  
                                   capital                                      
                         R`000     R`000       R`000    R`000                   
Balance at 1 July 2007 -            -           -        -                      
Audited                   10                                                    
                                                                                
Profit for the year       -         -           -        -                      
Issue of shares -                   -           14 997   -                      
private placement         3                                                     
Issue of shares - share             (1)         6 499    (6 499)                
empowerment trust         1                                                     
Rights issue              2         -           -        -                      
Purchase of shares -                (1)         -        (1 999)                
share purchase scheme     -                                                     
Share issue expenses      -         -           (2 007)  -                      
                                                                                
Total changes             6         (2)         19 489   (8 498)                
                                                                                
Balance at 30 June 2008             (2)         19 489   (8 498)                
- Audited                 16                                                    

Profit for the year       -         -           -        -                      
Long term share                     -           -        -                      
incentives                -                                                     
Share buyback             -         -           (1 691)  -                      
                                                                                
Total changes             -         -           (1 691)  -                      
                                                                                
Balance at 30 June 2009             (2)         17 798   (8 498)                
- Reviewed                16                                                    
                                                                                
                                                                                
Total     Retained    Share                             
                        share     earnings    based     Total                   
                        capital               payment   equity                  
                                              reserve                           
R`000     R`000       R`000     R`000                   
Balance at 1 July        10        7 462       -                                
2007 -                                                   7 472                  
Audited                                                                         

Profit for the year      -         10 460      -         10 460                 
Issue of shares -        15 000    -           -                                
private placement                                        15 000                 
Issue of shares -        -         -           -                                
share empowerment                                        -                      
trust                                                                           
Rights issue             2         -           -         2                      
Purchase of shares -     (2 000)   -           -                                
share purchase scheme                                    (2 000)                
Share issue expenses     (2 007)   -           -         (2 007)                
                                                                                
Total changes            10 995    10 460      -         21 455                 
                                                                                
Balance at 30 June       11 005    17 922      -                                
2008 - Audited                                           28 927                 

Profit for the year      -         8 324       -         8 324                  
Long term share          -         -           176                              
incentives                                               176                    
Share buyback            (1 691)   -           -         (1 691)                
                                                                                
Total changes            (1 691)   8 324       176       6 809                  
                                                                                
Balance at 30 June       9 314     26 246      176                              
2009 - Reviewed                                          35 736                 
                                                                                
                                                                                
CONDENSED CONSOLIDATED CASH FLOW STATEMENT                                      
                   COMPANY                   GROUP                              
                   Reviewed     Audited      Reviewed     Audited               
                   12 months    12 months    12 months    12 months             
ended        Ended        ended        Ended                 
                   30 June      30 June      30 June      30 June               
                   2009         2008         2009         2008                  
                   R`000        R`000        R`000        R`000                 
Profit before tax   14 205       14 430       11 625       14 428               
                                                                                
Adjustments for:                                                                
                                                                                
Depreciation of                                                                 
Property, plant                                                                 
and equipment       3 138        1 964        3 432        1 965                
Loss / (profit) on                                                              
disposal of         4            (187)        4            (187)                
property, plant                                                                 
and equipment                                                                   
Interest received   (1 592)      (450)        (578)        (452)                
Finance costs paid  3 153        1 304        3 262        1 304                
Movements in                                                                    
operating lease     142          163          142          163                  
accruals                                                                        
Movements in share                                                              
based payment       176          -            176          -                    
reserve                                                                         
Movements in        957          635          957          635                  
provision                                                                       
                                                                                
Changes in working                                                              
capital:                                                                        

Inventories         (5 573)      (22 580)     (17 388)     (22 580)             
Trade and other     13           (2 992)      (7 655)      (3 009)              
receivables                                                                     
Trade and other     11 506       5 483        17 959       5 498                
payables                                                                        
                                                                                
Cash generated                                                                  
from / (absorbed    26 129       (2 230)      11 936       (2 235)              
by) operations                                                                  
                                                                                
Interest received   1 592        450          578          452                  
Finance costs paid  (3 153)      (1 304)      (3 262)      (1 304)              
Taxation paid       (6 589)      (3 196)      (6 563)      (3 194)              
                                                                                
Net cash generated                                                              
from  /(absorbed                                                                
by) operating       17 979       (6 280)      2 689        (6 281)              
expenses                                                                        
                                                                                
Cash flows from                                                                 
investing                                                                       
activities                                                                      
                                                                                
Purchase of                                                                     
property, plant     (10 406)     (7 797)      (22 523)     (7 797)              
and equipment                                                                   
Proceeds on                                                                     
disposal of         86           407          86           407                  
property, plant                                                                 
and equipment                                                                   
Goodwill paid on                                                                
acquisition of                                                                  
businesses          (45)         (6 984)      (2 217)      (6 991)              
                                                                                
Net cash absorbed                                                               
by investing        (10 365)     (14 374)     (24 654)     (14 381)             
activities                                                                      
                                                                                
                                                                                
16 252      2 695        21 276         2 696              
                                                                                
                     2 815       -            236            1 555              
                                                                                
(24 635)    (6 945)      -              -                  
                     (1 691)     -            (1 691)        -                  
                     -           -            -              (2 000)            
                     -           19 495       -              12 995             

                                                                                
                     (7 259)     15 245       19 821         15 246             
                                                                                

                     355         (5 409)      (2 144)        (5 416)            
                                                                                
                                                                                

                     (8 912)     (3 503)      (8 920)        (3 504)            
                                                                                
                                                                                
(8 557)     (8 912)      (11 064)       (8 920)            
                                                                                
NOTES TO THE CONDENSED RESULTS                                                  
for the year ended 30 June 2009                                                 
1.   BASIS OF PREPARATION                                                       
    The consolidated financial results have been prepared in accordance with    
    International Financial Reporting Standards (IFRS), the Companies Act,      
    Act 61 of 1973, South Africa, as amended, and the Listings Requirements     
of the JSE Limited.  These consolidated financial statements contain the    
    information required in terms of IAS 34 - Interim Financial Reporting.      
    The consolidated financial results incorporate accounting policies which    
    have been consistently applied with those in the annual financial           
statements for the year ended 30 June 2008.                                 
    The board acknowledges its responsibility for the preparation of the        
    consolidated 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 consolidated financial results have been reviewed by BDO Spencer        
    Steward (Johannesburg) Inc.  Their unmodified review report is available    
for inspection at the group`s registered office.                            
3.   COMMENTARY ON RESULTS                                                      
    NATURE OF BUSINESS                                                          
    Hardware Warehouse is a retailer of low cost building materials and         
associated products, selling directly to predominantly cash paying          
    customers including homebuilding, home improvers, contractors, traders      
    and government organisations.  It is fast becoming the low cost building    
    material retailer of choice in its selected markets.  Whilst a large        
portion of the group`s customer base falls within the lower to middle       
    income rural groups, we have identified that our customers` needs are       
    changing, in that they are becoming more aspirational, and the group will   
    continue to adapt accordingly.  With the acquisition of the On-Tap          
franchise, incorporating Tiles-On-Tap, in a portion of the region of the    
    Eastern Cape, the group has diversified its base to include: urban          
    customers, middle to high LSM groups, plumbing and other contractors.       
    Acknowledging that the buying of materials to build or improve a home can   
be a significant expenditure and a daunting process to its target market,   
    the group has developed a specific environment and approach to make the     
    selection of products both comfortable and understandable, with a strong    
    emphasis on supplying quality products at competitive prices.               
FINANCIAL PERFORMANCE                                                       
    These are the group`s second set of annual results since listing on AltX    
    in September 2007. Notwithstanding the severe economic downturn,            
    specifically within the residential building market, the group has          
clearly demonstrated its ability to perform during trying times.  For the   
    purposes of comparison it would be prudent to comment separately on         
    Hardware Warehouse Limited and its newly acquired subsidiary, On-Tap        
    Border (Proprietary) Limited - the latter subsidiary only having traded     
for the 7 months of the period under review.  Seasonality - the             
    business`s turnover is very seasonal.  The first six months (July to        
    December) contributed 53.5% to annual turnover and the second six months    
    (January to June) only 46.5%.  With overheads fairly constant throughout    
the year, the effect on net profits on the first and second six month       
    periods is substantial.  This should be taken into account when assessing   
    the financial performance of the second half of the year.                   
SEGMENTAL INFORMATION                                                           
Revenue:                 2009           2008           % change             
    Total                    R317.1m        R220.5m        43.8                 
    Hardware Warehouse       R292.1m        R220.4m        32.5                 
    On-Tap Border (Pty)      R 26.5m        -                                   
Other segments           R  0.6m        R  0.1m                             
    Inter segment sales      (R 2.2m)       -                                   
    EBITDA:                  2009           2008           % change             
    Total                    R17.7m         R17.2m         2.9                  
Hardware Warehouse       R18.9m         R17.2m         9.6                  
    On-Tap Border (Pty)      (R 1.2m)       -                                   
Hardware Warehouse Limited                                                      
Revenue grew by 32.5% to R292m and on a store for store comparable basis by     
17.6%. Stripping out estimated deflation of 2% and with due consideration to    
the negative economic environment, the company is pleased with a comparable     
real growth in store sales of 19.6%.  The company`s specific inflationary       
environment did an about turn during the last 8 months, with metal reducing by  
42% in cost price. Metal is the main contributing factor to our deflation of    
2% (cement is excluded from these calculations).  During the financial year     
under review the company strategically bolstered its management and systems     
infrastructure in anticipation of the next store growth phase.                  
Notwithstanding the resultant effect on overheads, Hardware Warehouse Limited   
has done exceptionally well to report an EBITDA growth of 9.6%.   During the    
calendar years 2010 to 2012, the company will be capable of a further strong    
store roll-out programme, having put in place the correct infrastructure base   
to support expansion.  Given the current economic environment and the           
bolstered overhead base, the company expects the 2010 financial year to be a    
difficult year.  However, the benefits of the growth strategy remain promising  
in the medium term.  There are 17 Hardware Warehouse stores, of which there     
are 15 in the Eastern Cape, 1 in Kwa-Zulu Natal and 1 in Mpumalanga.            
Subsidiary: On-Tap (Border) (Proprietary) Limited                               
The December 2008 conclusion of the acquisition of this business was            
unavoidably not well timed.  This business focuses on the upper end of the      
market in residential and commercial markets.  However, Hardware Warehouse      
will continue to give attention to the benefits envisaged at the time of        
acquisition, namely: the companies specialised plumbing supply skills, the gap  
in the rural, peri-urban and government tendering market for plumbing           
suppliers and the synergies of trading plumbing products through the existing   
Hardware Warehouse stores.  This approach will ensure that the four On Tap      
stores revenue base will change to reflect a stronger cash base and less        
reliance on the bonded, interest sensitive, upper end market.  On-Tap Border    
(Proprietary) Limited added an additional R26.5m to turnover (7 months) and     
reported an EBITDA loss of R1.156 million. The 2 original stores purchased      
made a profit during the current period, however the overhead expenses for the  
two newly opened stores resulted in the loss for On-Tap Border (Proprietary)    
Limited in the current year. Management expects the original existing stores    
to remain profitable and the new stores to become profitable in the financial   
year ended 30 June 2010.                                                        
General Group Financial Performance Comments                                    
Notwithstanding the challenging economic environment, underpinned by the worst  
recession in 17 years, the Board is extremely pleased with the group results.   
These results clearly reflect the resilience of the business model and bode     
well for the group during the expected economic recovery.  In support of the    
growing operations base a new position was created, Senior Operations Manager,  
Garreth Sutherland from Edcon, was appointed.  This position reflects the       
group`s emphasis on store performance and controls.                             
OPERATIONAL PERFORMANCE                                                         
The stores operated well during this difficult period and despite not having    
the benefit of inflation on cost pricing compared to FYE 2008, the improvement  
on EBITDA of 9.6% for the Hardware Warehouse stores is noteworthy.  Currently   
the group comprises of 21 stores in total.                                      
CASH FLOW                                                                       
Hardware Warehouse Limited                                                      
Cash Flow generated from operations (before tax) grew a pleasing R26.1m as      
working capital management improved.                                            
Group                                                                           
Cash Flow generated from operations (before tax) grew a pleasing R11.9m as      
working capital management improved. This being after working capital           
requirements for On-Tap Border (Proprietary) Limited is taken into account.     
NOTEWORTHY COMMENTARY                                                           
As envisaged before the time of listing, the group would require access to      
capital to fund growth.  Having embarked on the planned store growth and the    
acquisition of On-Tap Border (Proprietary) Limited the normal financing         
channels, during the downturn, became unavailable.                              
This placed the business under certain cash flow pressures which were resolved  
with a fixed rate, 3 year term private loan of R15 million which was obtained   
on 29 May 2009. The effect on earnings of the group for the year of this loan   
was an interest expense of R261 437.  When the market returns to a modicum of   
normality, the Board will explore cheaper financing options.  During the first  
half of the year under review the group re-purchased 2 100 000 shares at an     
average price of 80c per share.                                                 
PROSPECTS AND FUTURE PERFORMANCE                                                
During 2009 Hardware Warehouse has prepared for the next expected push of       
store roll-out.  The resultant strategic investments in management and          
systems, coupled with the current economic environment, will probably hinder    
the group`s financial performance for the year ending 30 June 2010.  However,   
we do expect the benefits of new stores to support this strategy and earnings,  
as South Africa possibly exits the current economic downturn during the second  
half of the 2010 financial year.  Importantly, the group will use the           
established store beach-heads in KZN and Mpumalanga to expand in line with its  
near-term strategy.  Management attention will continue to extract the          
benefits of the On Tap Border (Proprietary) Limited acquisition and position    
this division for growth during the expected improvement in the building        
materials retail environment.  The Importing business has now reached critical  
mass and we look forward to earnings contributions from this investment during  
the financial year ending 30 June 2010.                                         
These comments on future performance have not been reviewed or reported upon    
by the group`s Auditors.                                                        
DIVIDENDS                                                                       
The Board has not made a decision on its dividend policy for the financial      
year ending 30 June 2010 as we await a clearer indication on improvements in    
the economic environment.  No dividend will be declared for the current year    
in line with the group`s growth objectives.                                     
GOVERNMENT TENDERING                                                            
Government tendering on low cost housing continues to receive management        
attention and we believe the unfortunate backlog in delivery in the Eastern     
Cape will shortly receive serious government attention.  This is already        
proving evident.  To this end the group will continue to position itself as a   
serious player in the provinces it operates.                                    
APPRECIATION                                                                    
The commitment and dedication of our management team and staff, coupled with    
numerous service providers, has ensured that we achieved good results during    
relatively hard times, and we look forward to a continuation of this in the     
tough year ahead.  I would also like to thank the group`s board members and     
advisors for guidance over the past year, and look forward to the year ahead    
with enthusiasm.                                                                
IMJ Senar                          SC Miller                                    
Executive Chairman                 Chief Executive Officer                      
17 September 2009                                                               
4.   SEGMENT INFORMATION                                                        
             Hardware             Other        Inter segment                    
Warehouse  On Tap    segments     transactions    Group            
                                                                                
             Reviewed   Reviewed  Reviewed     Reviewed        Reviewed         
             12 months  7 months  12 months    12 months       12 months        
ended      ended     ended        ended           ended            
             30 June    30 June   30 June      30 June         30 June          
             2009       2009      2009         2009            2009             
             R`000      R`000     R`000        R`000           R`000            
Income                                                                          
Statement                                                                       
                                                                                
Revenue      292 131    26 475    625          (2 164)         317 067          
Operating                                                                       
profit       15 766     (1 450)   (7)          -               14 309           
                                                                                
Balance                                                                         
Sheet                                                                           
                                                                                
Segment      128 664    23 777    17 284       (35 163)        131 747          
assets                                                                          
Segment                                                                         
liabilities  82 568     25 634    19 458       (28 834)        96 011           
                                                                                
Other                                                                           
segment                                                                         
items                                                                           
                                                                                
Depreciatio  3 138      294       -            -               3 432            
n                                                                               
Capital                                                                         
expenditure  10 406     1 989     -            12 259          24 654           
5.   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 attributable to equity holders of  
the parent:                                                                     
                                               2009          2008               
                                               R`000       R`000                
                                                                                
Total earnings attributable to equity holders   8 324       10 460              
                                                                                
Non headline earnings                                                           
                                                                                
Add / (less) loss / (profit) on sale of                                         
property,                                       4           (187)               
plant and equipment                                                             
Tax effect of adjustments                       (1)         52                  

Headline earnings                               8 327       10 325              
                                                                                
Weighted average number of ordinary shares in                                   
issue                                           70 217      66 667              
(R`000)                                                                         
Total number of shares in issue (R`000)         77 900      80 000              
6.   ACQUISITION OF BUSINESS                                                    
2009                     
                                                     R`000                      
                                                                                
Gonubie Tiles on Tap (Bath and Tile                                             
Warehouse)                                                                      
                                                                                
Assets                                                                          
                                                                                
Property, plant and equipment                         230                       
                                                                                
Fair value                                            230                       
                                                                                
On Tap Border (Proprietary) Limited                                             
                                                                                
Assets                                                                          
                                                                                
Property, plant and equipment                         1 614                     
                                                                                
Liabilities                                                                     
                                                                                
Interest bearing borrowings                           (845)                     
                                                                                
Fair value                                            769                       
                                                                                
Golden Dividend 235 (Proprietary) Limited                                       
                                                                                
Assets                                                                          
                                                                                
Property, plant and equipment                         1 010                     
                                                                                
Liabilities                                                                     
                                                                                
Related party loan                                    (1 014)                   
                                                                                
Fair value                                            (4)                       
Amber Mountain Investments 111                                                  
(Proprietary) Limited                                                           
                                                                                
Assets                                                                          
                                                                                
Property, plant and equipment                             4 826                 
Trade and other receivables                               257                   
Cash and cash equivalents                                 40                    
                                                                                
Liabilities                                                                     
                                                                                
Interest bearing borrowings                               (2 117)               
Related party loan                                        (3 491)               
Trade and other payables                                  (1)                   
                                                                                
Fair value                                                (486)                 
                                                                                
Senar Investments 151 (Proprietary)Limited                                      
                                                                                
Assets                                                                          
                                                                                
Property, plant and equipment                             7 860                 
Deferred taxation                                         42                    
Trade and other receivables                               429                   
Cash and cash equivalents                                 352                   

Liabilities                                                                     
                                                                                
Interest bearing borrowings                               (2 219)               
Related party loan                                        (1 897)               
Trade and other payables                                  (150)                 
Current income tax                                        (69)                  
                                                                                
Fair value                                                4 348                 
                                                                                
Goodwill                                                  2 217                 
                                                                                
Total acquisitions                                        7 074                 
                                                                                
2008                                                                            
The group spent R7 146 000 on acquisitions.  Goodwill of R6 990 663             
has been recognised on these acquisitions which relates to the                  
group`s estimates of the favourable returns to be generated from                
these acquisitions.                                                             
2009                                                                            
On 1 July 2008 the acquisition of an existing granite and tile                  
retailer in Gonubie became effective.  The acquisition was paid for             
in cash.  It was not a material acquisition.                                    
On 1 December 2008 the acquisition of Ngami Trading CC`s "On Tap"               
franchise stores in the Eastern Cape became effective.  The total               
consideration (subject to profit adjustments) was R3 000 000.  This             
consideration was settled in cash.                                              
On 1 August 2008 the acquisition of a property company in Mdantsane             
became effective.  This company owns a piece of vacant land, which is           
not material to the group.                                                      
On 30 June, the acquisition of two property companies became                    
effective.  The sellers of the majority of these shares are related             
parties to the group.  The companies house the Group`s head offices             
and one of the group`s trading stores in Butterworth.                           
All of the above acquisitions were made for strategic growth reasons,           
except for the property companies which were purchased in order to              
bolster the fixed property base of the Group.                                   
7.   CHANGES IN SHARE CAPITAL AND SHARE PREMIUM                                 
                                              2009        2008                  
                                              R`000       R`000                 

Issued and fully paid:                                                          
                                                                                
77 900 000 Ordinary shares of 0.02 cents each                                   
(2008:                                         16          16                   
80 000 000 Ordinary shares of 0.02 cents                                        
each)                                                                           
Treasury share capital                         (2)         (2)                  
14          14                    
                                                                                
Share premium                                  21 496      21 496               
Share costs written off against share premium  (2 007)     (2 007)              
Treasury shares at cost (8 500 000 shares at                                    
a                                              (8 498)     (8 498)              
Premium of 99.98)                                                               
Share buyback                                  (1 691)     -                    
9 300       10 991                
                                                                                
                                              9 314       11 005                
                                                                                
Reconciliation of shares issued:                                                
                                                                                
Reported at incorporation                      10          10                   
Issue of shares - rights issue                 2           2                    
Issue of shares - Hardware Warehouse           1           1                    
Empowerment Trust                                                               
Issue of shares - private placement            3           3                    
Share buyback                                  -           -                    

Balance as at 30 June 2009                     16          16                   
                                                                                
Between 17 and 19 November 2008 the company bought back 2 100 000 shares at an  
average price of 80c per share.                                                 
8.   RELATED PARTY TRANSACTIONS                                                 
Other than disclosed above, there has been no significant changes in            
the related party relationships since the previous year or                      
significant transactions during the year other than those in the                
normal course of business.                                                      
9.   POST-BALANCE SHEET EVENTS                                                  
No significant transactions which require disclosure have occurred since the    
year end.                                                                       
10.  CORPORATE INFORMATION                                                      
Registered office                                                               
17 Vincent Road, Vincent, East London, 5247                                     
Postal address                                                                  
PO Box 19728, Tecoma, East London, 5214                                         
Directors                                                                       
IMJ Senar (Executive 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                                                                        
BDO Spencer Steward (Johannesburg) Inc                                          
Designated Adviser                                                              
Merchantec (Proprietary) Limited                                                
Date: 17/09/2009 07:30:01 Produced by the JSE SENS Department.                  
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