prospectus for - Pumpkin Patch investor relations

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SUMMARY HISTORICAL FINANCIAL INFORMATION (CONTINUED)Notes1. Number of ordinary shares issued at 31 July 2003 and 31 January 2004 include C Class shares that are notentitled to receive dividends. There were 47,350 and 79,250 C Class shares on issue at 31 July 2003 and31 January 2004 respectively. Excluding the C Class shares the dividends paid in cents per share were 150and 100 cents per share in 2003 and 2004, respectively.2. In accordance wiith clause 8(5) of the First Schedule to the Regulations, set out below is the adjusted anddiluted net tangible asset backing per share as at 31 January 2004.Proceeds From 32,000,000 shares (a)Proceeds From 60,770,399 shares (b)Assumed Adjusted NTA Adjusted and Diluted NTA Adjusted NTA Adjusted and Diluted NTAFinal Price Backing Per Share Backing Per Share Backing Per Share Backing Per Share$1.20 $0.37 $0.38 $0.49 $0.50$1.30 $0.39 $0.40 $0.52 $0.53$1.40 $0.41 $0.42 $0.55 $0.56The above table has been calculated based on the following assumptions:(a)(b)(c)(d)(e)All new shares (81,027,200) have been allotted and the maximum number of shares have beenrepurchased (49,027,200), assuming Final Price of $1.20, $1.30 and $1.40.The Board reserves the rightto set the Final Price outside of the Indicative Price Range;60,779,399 shares are subscribed for by investors and the Company, at its discretion, retains allproceeds rather than returning proceeds from all shares over 32,000,000 to investors (i.e. the numberof shares subscribed for is less than the repurchase threshold described on pages 81 and 82);The 100:1 share split (described on page 79) has occurred, offer related costs of $1,335k wereincurred which reduced equity;The shares to be issued under the DF7 Share Scheme had been allotted and the proceedsreceived before that date; andThe adjusted and diluted NTA backing per share assumes, in addition to (a) to (d) above, theOptions have been allotted and proceeds received.3. The other revenue in 1999 largely comprises a profit on sale of the current head office, warehouse andlogistics facility at 439 East Tamaki Road, Auckland. The property was sold to a third party.4. During 1999, PPL Group exited the Studio Works stores. Below is a table of the historical discontinuingactivities details. Some costs associated with exiting the stores, such as the write-off of inventory and fixedassets, were recognised in the 1999 results, with the remainder of the exiting costs being incurred in 2000with the completion of the exiting process.31 December 31 July 31 January12 Months 7 Months 6 MonthsDiscontinued Activities 1999 2000 2001 2002 2003 2004$000 $000 $000 $000 $000 $000Revenue (included in operating revenue) 5,827 2,124 - - - -Expenditure (included in expenditure) (7,493) (2,124) - - - -Cost of exiting activity (included in expenditure) (830) (361) - - - -Income tax benefit (included in tax expense) 823 - - - - -Net Loss from Discontinued Activities (1,673) (361) - - - -5. Amounts presented for net interest above include both interest income and interest expenses. Theindividual interest income and interest expense amounts for each period are presented below.The higherinterest charges from 2001 are a consequence of higher debt used to fund additional growth in the business.31 December 31 July 31 January12 Months 7 Months 6 MonthsNet Interest 1999 2000 2001 2002 2003 2004$000 $000 $000 $000 $000 $000Interest revenue 10 38 257 18 - 6Interest expense (1,395) (1,008) (2,982) (2,570) (1,871) (1,335)Net Interest (1,385) (970) (2,725) (2,552) (1,871) (1,329)68
SUMMARY HISTORICAL FINANCIAL INFORMATION (CONTINUED)6. During the 2000 and 2001 periods the group entered into transactions with a related company, PumpkinPatch Limited (UK). A summary of these transactions are presented below.31 December12 MonthsRelated party transactions 2000 2001$000 $000Statement of Financial PerformanceSale of inventory to Pumpkin Patch Limited (UK) 1,678 6,621Franchise royalties charged to Pumpkin Patch Limited (UK) - 301Management fees charged to Pumpkin Patch Limited (UK) 37 630Statement of Financial PositionReceivable from Pumpkin Patch Limited (UK) 3,948 7,7377. In 2001 the Group changed its accounting policy regarding fit-out contributions received from landlords.Prior to 2001 contributions were either capitalised and taken to income at a later date or taken toincome in full upon receipt of the contribution. The new policy required that all contributions must beinitially capitalised and then recognised in the statement of financial performance over the minimumperiod of the lease as a reduction in operating lease costs. The lease periods average 5 years.The table below summarises the net impact on the reported results of the company resulting from thechange in accounting policy.31 December 31 July 31 January12 Months 7 Months 6 Months1999 2000 2001 2002 2003 2004$000 $000 $000 $000 $000 $000Net impact of change in policy - (1,058) 318 (170) (381) (2)8. In 2002 the group acquired 100% of the shares in Pumpkin Patch Limited (UK) for cash consideration of$40,789. The table below details the transaction. The 2002 results not only include amortisation of goodwillof $307,577 but also a write-off of $1,230,309 relating to the balance of goodwill on the purchase ofPumpkin Patch Limited (UK). The charge was deemed necessary by the Directors after they reviewed thecarrying value of the subsidiary and recognising that the purchase was made primarily as part of overallrestructuring of group ownership structures.Acquisition of PPL (UK)NZ$’000 2002Cash & bank 547Net current assets 2,797Fixed assets 2,699Borrowings (7,540)Net Liabilities Acquired (1,497)Cash consideration 41Goodwill on Acquisition 1,5389. The results include trading losses attributable to Pumpkin Patch Limited (UK).2002 2003 200412 Months 7 Months 6 Months$000 $000 $000Trading losses attributed to Pumpkin Patch (UK) 1,445 1,958 59910. The growth in total assets and liabilities over the periods relate to growth in store numbers, their associatedworking capital items (e.g. inventory, accounts payable), and use of debt to fund asset growth.69
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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’
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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 and 36: 33financial information
Page 37 and 38: Basis of PreparationPro forma histo
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: 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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