prospectus for - Pumpkin Patch investor relations

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financial summaryThe financial summary below has been prepared to enable investors to compare forecast financial informationwith the three year historical performance of the underlying business of Pumpkin Patch.Financial Performance for 12 months ended 31 July 2001 2002 2003 2004 2005$000 $000 $000 $000 $000(Pro forma) (Pro forma)Note (Unaudited) (Unaudited) (Audited) (Forecast) (Forecast)Operating Revenue 150,238 174,534 193,510 213,524 246,774Group EBITDA Before Costs of Restructuring Employee Share Schemes 11,038 14,096 16,655 26,717 31,199Depreciation 4,403 5,631 6,536 7,224 8,164Group EBITA Before Costs of Restructuring Employee Share Schemes 6,635 8,465 10,119 19,493 23,035Amortisation/Impairment of UK goodwill 2 - 1,538 - - -Group EBIT Before Costs of Restructuring Employee Share Schemes 6,635 6,927 10,119 19,493 23,035Costs of restructuring employee share schemes 5 - - - 7,450 -Group EBIT 1 6,635 6,927 10,119 12,043 23,035Net interest expense* 2,610 490Operating Profit Before Income Tax* 9,433 22,545Income tax expense* 5,397 7,214Net Profit After Income Tax* 4,036 15,331Cash Flow SummaryOperating Cash Flow 3 (13,293) 5,809 13,109 12,452 22,099Capital expenditure 4 9,906 5,065 7,972 5,421 4,450Operating Cash Flow After Capital Expenditure (23,199) 744 5,137 7,031 17,649* Pro forma (31 July 2001 and 31 July 2002) and audited (31 July 2003) historical financial performance numbers are notincluded for these items as they are not relevant following the completion of the Share Offer.EBIT means earnings before interest and tax; EBITA means earnings before interest, tax and amortisation; EBITDA meansearnings before interest, tax, depreciation and amortisation.Summary Statement of Financial Position Jan 2004 July 2004 July 2005$000 $000 $000Note (Audited) (Forecast) (Forecast)Current assets 43,593 52,379 67,137Non-current assets 30,292 33,105 27,811Total Assets 73,885 85,484 94,948Borrowings (including overdraft facility) 6 32,093 1,652 -Other current liabilities 14,886 15,294 15,525Non-current liabilities 2,316 3,959 1,913Total Liabilities 49,295 20,905 17,438Net Assets 24,590 64,579 77,51034
Basis of PreparationPro forma historical financial information used on page 34 for the financial years ended 31 July 2001and 2002is extracted from the audited historical financial statements and management accounts of Pumpkin Patchand adjusted for the change in balance date from 31 December to 31 July effective 31 July 2003 and thechange in the accounting policy in 2001 relating to the treatment of landlord contributions; so that thehistorical results are comparable with the Pumpkin Patch forecast performance. Accordingly the pro formafigures presented on page 34 differ from the summary historical information set out on page 67. The amountsincluded for 31 July 2003 have been taken from special purpose audited financial statements for the 12months then ended and differ from the summary historical financial information set out on page 67 as thatinformation includes the historical financial information for the 7 months ended 31 July 2003.Pages 36 to 43 contain the prospective financial information, including the principal assumptions applied inarriving at the forecasts.Notes:1. United Kingdom RetailThe Financial Performance summary includes the following results for the United Kingdom retail operationFinancial Performance for 12 months ended 31 July 2001 2002 2003 2004 2005$000 $000 $000 $000 $000(Pro forma) (Pro forma)(Unaudited) (Unaudited) (Audited) (Forecast) (Forecast)Operating Revenue 5,384 12,413 14,480 17,323 17,841EBITDA (Loss) (999) (852) (1,870) (1,673) (1,547)Depreciation 188 436 716 799 811EBIT (Loss) (1,187) (1,288) (2,586) (2,472) (2,358)2. In 2002 the group acquired 100% of the shares in Pumpkin Patch Limited (UK). The 2002 results includeamortisation/impairment of goodwill of $1,537,886 on the purchase of Pumpkin Patch Limited (UK). Thecharge was deemed necessary by the Directors after they reviewed the carrying value of the subsidiary andrecognising that the purchase was made primarily as part of overall restructuring of group ownershipstructures.3. Operating cash flow in 2001 was impacted primarily by an increase in the value of inventory resulting from:increased store numbers and the timing of deliveries from suppliers.4. Capital Expenditure is disclosed after deducting landlord contributions. Capital expenditure in 2001 reflectsthe 17 stores opened during the year; 2002 reflects lower store openings but higher than average landlordcontributions; 2003 includes the purchase of land adjoining the East Tamaki Road distribution centre.5. The Directors have decided to restructure all existing employee share schemes prior to listing on the NZX atan estimated cost of $7,450k. This will be recognised in the period ended 31 July 2004. Full details of theschemes can be found on page 84. A portion of the $7,450k is not deductible for tax purposes in 2004.6. January 2004 borrowings include bank overdraft of $3,955k, short term borrowings of $11,000k, current portionof term liabilities of $763k, term liabilities of $13,875k and loans and advances from shareholders of $2,500k.Forecast July 2004 borrowings only comprise the bank overdraft of $1,652k.35
Page 1 and 2: Lead ManagerGoldman Sachs JBWere (N
Page 3 and 4: table of contentsInvestment overvie
Page 5 and 6: strong Australasian and growing int
Page 7 and 8: description of the company’s busi
Page 9: Pumpkin Patch... the brandFounded i
Page 12 and 13: sales and marketingPumpkin Patch’
Page 14 and 15: wholesale salesPumpkin Patch has id
Page 16 and 17: the offering14
Page 18 and 19: Shares will be able to be traded fr
Page 20 and 21: Option Offer (Employees Only)Offer
Page 22 and 23: shareholding structure20
Page 24 and 25: directors & senior management22
Page 26 and 27: Senior ManagementMike ArandGeneral
Page 28 and 29: corporate governanceThe Board of Pu
Page 30 and 31: isk and special trade factorsPrinci
Page 32 and 33: Head OfficePumpkin Patch’s head o
Page 35: 33financial information
Page 39 and 40: prospective financial informationTh
Page 41 and 42: PROSPECTIVE FINANCIAL INFORMATION (
Page 47 and 48: group financial statementsPUMPKIN P
Page 49 and 50: PUMPKIN PATCH LIMITED & SUBSIDIARIE
Page 69 and 70: summary historical financial inform
Page 71 and 72: SUMMARY HISTORICAL FINANCIAL INFORM
Page 73 and 74: Basis of opinion on the summary of
Page 75 and 76: statutory and other informationThe
Page 77 and 78: 5A. Restrictions of Directors’ Po
Page 79 and 80: Relevant Interest Holder No of Natu
Page 81 and 82: 11. Acquisition of Business or Subs
Page 83 and 84: 20. Restrictions on the Issuing Gro
Page 85 and 86: Regulation 12The Securities Commiss
Page 87 and 88:
DF7 Share SchemeThe Company has est
Page 89 and 90:
glossary of certain termsTermDefini
Page 91 and 92:
89application instructions
Page 93 and 94:
9. If your Share Application Form i
Page 95 and 96:
ules relating to the Pumpkin Patch
Page 97 and 98:
part or all of the Options (subject
Page 99 and 100:
arbitrator shall be appointed by th
Page 103 and 104:
directory and advisersDirectorsChri
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prospectus for - Pumpkin Patch investor relations

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