PATTERSON COMPANIES, INC.
10-Qs and 10-Ks
PROXIES
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________________________
FORM
10-Q
____________________________________________________________
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
FOR THE QUARTERLY PERIOD ENDED
July 29, 2023
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
Commission File No.
0-20572
__________________________________________________________
(Exact Name of Registrant as Specified in Its Charter)
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification Number) |
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| (Address of Principal Executive Offices) | (Zip Code) | |||||||
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651
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686-1600
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of exchange on which registered | ||||||
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Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes
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No
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Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes
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No
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
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☒ | Accelerated filer | ☐ | Non-accelerated filer | ☐ | |||||||||||||||||||||||||||
| Smaller reporting company |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
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No
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As of August 22, 2023, there were
95,850,000
shares of Common Stock of the registrant issued and outstanding.
PATTERSON COMPANIES, INC.
INDEX
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2
PART I—FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PATTERSON COMPANIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except per share amounts)
(Unaudited)
| July 29, 2023 | April 29, 2023 | ||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ |
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$ |
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Receivables, net of allowance for doubtful accounts of $
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| Inventory |
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| Prepaid expenses and other current assets |
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| Total current assets |
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| Property and equipment, net |
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| Operating lease right-of-use assets, net |
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| Long-term receivables, net |
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| Goodwill |
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| Identifiable intangibles, net |
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| Investments |
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| Other non-current assets, net |
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| Total assets | $ |
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$ |
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| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ |
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$ |
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| Accrued payroll expense |
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| Other accrued liabilities |
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| Operating lease liabilities |
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| Current maturities of long-term debt |
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| Borrowings on revolving credit |
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| Total current liabilities |
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| Long-term debt |
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| Non-current operating lease liabilities |
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| Other non-current liabilities |
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| Total liabilities |
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| Stockholders’ equity: | |||||||||||
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Common stock, $
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| Additional paid-in capital |
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| Accumulated other comprehensive loss |
(
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(
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| Retained earnings |
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| Total Patterson Companies, Inc. stockholders' equity |
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| Noncontrolling interests |
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| Total stockholders’ equity |
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| Total liabilities and stockholders’ equity | $ |
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$ |
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See accompanying notes
3
PATTERSON COMPANIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND OTHER COMPREHENSIVE INCOME
(In thousands, except per share amounts)
(Unaudited)
| Three Months Ended | |||||||||||
| July 29, 2023 | July 30, 2022 | ||||||||||
| Net sales | $ |
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$ |
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| Cost of sales |
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| Gross profit |
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| Operating expenses |
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| Operating income |
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| Other income (expense): | |||||||||||
| Other income, net |
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| Interest expense |
(
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(
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| Income before taxes |
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| Income tax expense |
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| Net income |
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| Net loss attributable to noncontrolling interests |
(
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(
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| Net income attributable to Patterson Companies, Inc. | $ |
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$ |
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| Earnings per share attributable to Patterson Companies, Inc.: | |||||||||||
| Basic | $ |
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$ |
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| Diluted | $ |
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$ |
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| Weighted average shares: | |||||||||||
| Basic |
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| Diluted |
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| Dividends declared per common share | $ |
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$ |
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| Comprehensive income: | |||||||||||
| Net income | $ |
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$ |
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| Foreign currency translation gain (loss) |
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(
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| Cash flow hedges, net of tax |
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| Comprehensive income | $ |
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$ |
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See accompanying notes
4
PATTERSON COMPANIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(In thousands)
(Unaudited)
| Common Stock |
Additional
Paid-in Capital |
Accumulated
Other Comprehensive Loss |
Retained
Earnings |
Non-controlling Interests | Total | ||||||||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||||||||
| Balance at April 30, 2022 |
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$ |
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$ |
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$ |
(
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$ |
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$ |
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$ |
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||||||||||||||||||||||||||||
| Foreign currency translation | — | — | — |
(
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— | — |
(
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| Cash flow hedges | — | — | — |
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— | — |
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| Net income (loss) | — | — | — | — |
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(
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| Dividends declared | — | — | — | — |
(
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— |
(
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| Common stock issued |
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(
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— | — | — |
(
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| Repurchases of common stock |
(
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(
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— | — |
(
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— |
(
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| Stock-based compensation | — | — |
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— | — | — |
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| Contribution from noncontrolling interest | — | — | — | — | — |
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| Balance at July 30, 2022 |
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(
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| Foreign currency translation | — | — | — |
(
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— | — |
(
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| Cash flow hedges | — | — | — |
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— | — |
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| Net income (loss) | — | — | — | — |
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(
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| Dividends declared | — | — | — | — |
(
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— |
(
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| Common stock issued |
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— | — | — |
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| Stock-based compensation | — | — |
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— | — | — |
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| Contribution from noncontrolling interest | — | — | — | — | — |
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| Balance at October 29, 2022 |
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(
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| Foreign currency translation | — | — | — |
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— | — |
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| Cash flow hedges | — | — | — |
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— | — |
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| Net income (loss) | — | — | — | — |
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(
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| Dividends declared | — | — | — | — |
(
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— |
(
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| Common stock issued |
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— | — | — |
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| Stock-based compensation | — | — |
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— | — | — |
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| Balance at January 28, 2023 |
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(
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| Foreign currency translation | — | — | — |
(
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— | — |
(
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| Cash flow hedges | — | — | — |
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— | — |
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| Net income (loss) | — | — | — | — |
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(
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| Dividends declared | — | — | — | — |
(
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— |
(
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| Common stock issued |
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— | — | — |
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| Repurchases of common stock |
(
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(
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— | — |
(
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— |
(
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| Stock-based compensation | — | — |
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— | — | — |
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| Balance at April 29, 2023 |
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$ |
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$ |
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$ |
(
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$ |
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$ |
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$ |
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See accompanying notes
5
PATTERSON COMPANIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(In thousands)
(Unaudited)
| Common Stock |
Additional
Paid-in Capital |
Accumulated
Other Comprehensive Loss |
Retained
Earnings |
Non-controlling Interests | Total | ||||||||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||||||||
| Balance at April 29, 2023 |
|
$ |
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$ |
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$ |
(
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$ |
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$ |
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$ |
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| Foreign currency translation | — | — | — |
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— | — |
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| Cash flow hedges | — | — | — |
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— | — |
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| Net income (loss) | — | — | — | — |
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(
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| Dividends declared | — | — | — | — |
(
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— |
(
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| Common stock issued |
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— | — | — |
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| Repurchases of common stock |
(
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(
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— | — |
(
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— |
(
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| Stock-based compensation | — | — |
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— | — | — |
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| Balance at July 29, 2023 |
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$ |
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$ |
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$ |
(
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$ |
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$ |
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$ |
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See accompanying notes
6
PATTERSON COMPANIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
| Three Months Ended | |||||||||||
| July 29, 2023 | July 30, 2022 | ||||||||||
| Operating activities: | |||||||||||
| Net income | $ |
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$ |
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| Adjustments to reconcile net income to net cash used in operating activities: | |||||||||||
| Depreciation |
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| Amortization |
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| Non-cash employee compensation |
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| Non-cash losses (gains) and other, net |
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| Change in assets and liabilities: | |||||||||||
| Receivables |
(
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(
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| Inventory |
(
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(
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| Accounts payable |
(
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(
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| Accrued liabilities |
(
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(
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| Other changes from operating activities, net |
(
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(
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| Net cash used in operating activities |
(
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(
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| Investing activities: | |||||||||||
| Additions to property and equipment and software |
(
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(
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| Collection of deferred purchase price receivables |
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| Payments related to acquisitions, net of cash acquired |
(
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| Net cash provided by investing activities |
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| Financing activities: | |||||||||||
| Dividends paid |
(
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(
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| Repurchases of common stock |
(
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(
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| Payments on long-term debt |
(
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| Draw on revolving credit |
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| Other financing activities |
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(
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| Net cash provided by (used in) financing activities |
(
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| Effect of exchange rate changes on cash |
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(
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| Net change in cash and cash equivalents |
(
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| Cash and cash equivalents at beginning of period |
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| Cash and cash equivalents at end of period | $ |
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$ |
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| Supplemental disclosure of non-cash investing activity: | |||||||||||
| Retained interest in securitization transactions | $ |
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$ |
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See accompanying notes
7
PATTERSON COMPANIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars, except per share amounts, and shares in thousands)
(Unaudited)
Note 1.
General
Basis of Presentation
In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments necessary to present fairly the financial position of Patterson Companies, Inc. (referred to herein as "Patterson" or in the first person notations "we," "our," and "us") as of July 29, 2023, and our results of operations and cash flows for the periods ended July 29, 2023 and July 30, 2022. Such adjustments are of a normal recurring nature. The results of operations for the three months ended July 29, 2023 are not necessarily indicative of the results to be expected for any other interim period or for the year ending April 27, 2024. These financial statements should be read in conjunction with the financial statements included in our 2023 Annual Report on Form 10-K filed on June 21, 2023.
The unaudited condensed consolidated financial statements include the assets and liabilities of PDC Funding Company, LLC ("PDC Funding"), PDC Funding Company II, LLC ("PDC Funding II"), PDC Funding Company III, LLC ("PDC Funding III") and PDC Funding Company IV, LLC ("PDC Funding IV"), which are our wholly owned subsidiaries and separate legal entities formed under Minnesota law. PDC Funding and PDC Funding II are fully consolidated special purpose entities established to sell customer installment sale contracts to outside financial institutions in the normal course of their business. PDC Funding III and PDC Funding IV are fully consolidated special purpose entities established to sell certain receivables to unaffiliated financial institutions. The assets of PDC Funding, PDC Funding II, PDC Funding III and PDC Funding IV would be available first and foremost to satisfy the claims of its creditors. There are no known creditors of PDC Funding, PDC Funding II, PDC Funding III or PDC Funding IV. The unaudited condensed consolidated financial statements also include the assets and liabilities of Technology Partner Innovations, LLC, which is further described in Note 8.
Fiscal Year End
We operate with a 52-53 week accounting convention with our fiscal year ending on the last Saturday in April. The first quarter of fiscal 2024 and 2023 represents the 13 weeks ended July 29, 2023 and July 30, 2022, respectively. Fiscal 2024 will include 52 weeks and fiscal 2023 included 52 weeks.
Other Income, Net
Other income, net consisted of the following:
| Three Months Ended | |||||||||||
| July 29, 2023 | July 30, 2022 | ||||||||||
| Gain (loss) on interest rate swap agreements | $ |
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$ |
(
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| Investment income and other |
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| Other income, net | $ |
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$ |
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Earnings Per Share ("EPS")
8
The following table sets forth the computation of the weighted average shares outstanding used to calculate basic and diluted EPS:
| Three Months Ended | |||||||||||
| July 29, 2023 | July 30, 2022 | ||||||||||
| Denominator for basic EPS – weighted average shares |
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| Effect of dilutive securities – stock options, restricted stock and stock purchase plans |
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| Denominator for diluted EPS – weighted average shares |
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Potentially dilutive securities representing
1,066
shares for the three months ended July 29, 2023 and
877
shares for the three months ended July 30, 2022 were excluded from the calculation of diluted EPS because their effects were anti-dilutive using the treasury stock method.
Revenue Recognition
Revenues are generated from the sale of consumable products, equipment and support, software and support, technical service parts and labor, and other sources. Revenues are recognized when or as performance obligations are satisfied. Performance obligations are satisfied when the customer obtains control of the goods or services.
Consumable, equipment, software and parts sales are recorded upon delivery, except in those circumstances where terms of the sale are FOB shipping point, in which case sales are recorded upon shipment. Technical service labor is recognized as it is provided. Revenue derived from equipment and software support is recognized ratably over the period in which the support is provided.
In addition to revenues generated from the distribution of consumable products under arrangements (buy/sell agreements) where the full market value of the product is recorded as revenue, we earn commissions for services provided under agency agreements. The agency agreement contrasts to a buy/sell agreement in that we do not have control over the transaction, as we do not have the primary responsibility of fulfilling the promise of the good or service and we do not bill or collect from the customer in an agency relationship. Commissions under agency agreements are recorded when the services are provided.
Estimates for returns, damaged goods, rebates, loyalty programs and other revenue allowances are made at the time the revenue is recognized based on the historical experience for such items. The receivables that result from the recognition of revenue are reported net of related allowances. We maintain a valuation allowance based upon the expected collectability of receivables held. Estimates are used to determine the valuation allowance and are based on several factors, including historical collection data, current and forecasted economic trends and credit worthiness of customers. Receivables are written off when we determine the amounts to be uncollectible, typically upon customer bankruptcy or non-response to continuous collection efforts. The portions of receivable amounts that are not expected to be collected during the next twelve months are classified as long-term.
Net sales do not include sales tax as we are considered a pass-through conduit for collecting and remitting sales tax.
Contract Balances
Contract balances represent amounts presented in our condensed consolidated balance sheets when either we have transferred goods or services to the customer or the customer has paid consideration to us under the contract. These contract balances include accounts receivable, contract assets and contract liabilities.
Contract asset balances as of July 29, 2023 and April 29, 2023 were $
1,002
and $
1,338
, respectively. Our contract liabilities primarily relate to advance payments from customers, upfront payments for software and support provided over time, and options that provide a material right to customers, such as our customer loyalty programs. At July 29, 2023 and April 29, 2023, contract liabilities of $
37,527
and $
36,850
were reported in other accrued liabilities, respectively. During the three months ended July 29, 2023, we recognized $
13,574
of the amount previously deferred at April 29, 2023.
9
Note 2.
Acquisitions
During the first quarter of fiscal 2024, we used $
1,108
to pay a holdback following our acquisition of substantially all of the assets of Miller Vet Holdings, LLC. The payment was due on the
24
month anniversary of the closing date.
During the third quarter of fiscal 2023, we acquired substantially all of the assets of Relief Services for Veterinary Practitioners and Animal Care Technologies (RSVP and ACT), Texas-based companies that provide innovative solutions to veterinary practices through data extraction and conversion, staffing and video-based training services. Also during the third quarter of fiscal 2023, we acquired substantially all of the assets of Dairy Tech, Inc., a Colorado-based company that provides pasteurizing equipment and single-use bags that allow dairy producers to produce, store and feed colostrum for newborn calves, as well as product offerings for beef cattle producers. These acquisitions expand our Companion Animal and Production Animal value-added platforms and add solutions to their suite of offerings.
The total purchase price for these acquisitions is $
37,535
, which includes holdbacks of $
4,255
that will be paid on the
24
month anniversary of the closing dates and working capital adjustments of $
23
which were paid in the fourth quarter of fiscal 2023. As of the acquisition date, we have recorded $
17,300
of identifiable intangibles, $
16,040
of goodwill and net tangible assets of $
4,233
in our condensed consolidated balance sheets related to these acquisitions. Goodwill, which is deductible for income tax purposes, was increased by $
272
subsequent to acquisition date as a result of working capital adjustments. Goodwill was recorded within the Animal Health segment and represents the expected benefit of integrating these value-added platforms with our existing operations. We have included their results of operations in our financial statements since the date of acquisition within the Animal Health segment. The accounting for these acquisitions is not complete because certain information and analysis that may impact our initial valuations are still being obtained or reviewed. The acquisitions did not materially impact our financial statements, and therefore pro forma results are not provided.
Note 3.
Receivables Securitization Program
We are party to certain receivables purchase agreements (the “Receivables Purchase Agreements”) with MUFG Bank, Ltd. ("MUFG") (f.k.a. The Bank of Tokyo-Mitsubishi UFJ, Ltd.), under which MUFG acts as an agent to facilitate the sale of certain Patterson receivables (the “Receivables”) to certain unaffiliated financial institutions (the “Purchasers”). The sale of these receivables is accounted for as a sale of assets under the provisions of ASC 860, Transfers and Servicing. We utilize PDC Funding III and PDC Funding IV to facilitate the sale to fulfill requirements within the agreement. We use a daily unit of account for these Receivables.
The proceeds from the sale of these Receivables comprise a combination of cash and a deferred purchase price (“DPP”) receivable. The DPP receivable is ultimately realized by Patterson following the collection of the underlying Receivables sold to the Purchasers. The amount available under the Receivables Purchase Agreements fluctuates over time based on the total amount of eligible Receivables generated during the normal course of business, with maximum availability of $
200,000
as of July 29, 2023, of which $
200,000
was utilized.
We have no retained interests in the transferred Receivables, other than our right to the DPP receivable and collection and administrative service fees. We consider the fees received adequate compensation for services rendered, and accordingly have recorded no servicing asset or liability. As of July 29, 2023 and April 29, 2023, the fair value of outstanding trade receivables transferred to the Purchasers under the facility and derecognized from the condensed consolidated balance sheets were $
412,247
and $
429,853
, respectively. Sales of trade receivables under this facility were $
916,568
and $
903,780
, and cash collections from customers on receivables sold were $
933,874
and $
907,112
during the three months ended July 29, 2023 and July 30, 2022, respectively.
The DPP receivable is recorded at fair value within the condensed consolidated balance sheets within prepaid expenses and other current assets. The difference between the carrying amount of the Receivables and the sum of the cash and fair value of the DPP receivable received at time of transfer is recognized as a gain or loss on sale of the related Receivables inclusive of bank fees and allowance for credit losses. In operating expenses in the condensed consolidated statements of operations and other comprehensive income, we recorded losses of $
3,424
and $
1,435
during the three months ended July 29, 2023 and July 30, 2022, respectively, related to the Receivables.
10
| Three Months Ended | |||||||||||
| July 29, 2023 | July 30, 2022 | ||||||||||
| Beginning DPP receivable balance | $ |
|
$ |
|
|||||||
| Non-cash additions to DPP receivable |
|
|
|||||||||
| Collection of DPP receivable |
(
|
(
|
|||||||||
| Ending DPP receivable balance | $ |
|
$ |
|
|||||||
Note 4.
Customer Financing
As a convenience to our customers, we offer several different financing alternatives, including a third party program and a Patterson-sponsored program. For the third party program, we act as a facilitator between the customer and the third party financing entity with no on-going involvement in the financing transaction. Under the Patterson-sponsored program, equipment purchased by creditworthy customers may be financed up to a maximum of $
1,000
. We generally sell our customers’ financing contracts to an outside financial institution in the normal course of our business. These financing arrangements are accounted for as a sale of assets under the provisions of ASC 860, Transfers and Servicing. We use a monthly unit of account for these financing contracts.
The portion of the purchase price for the receivables held by the conduits is deemed a DPP receivable, which is paid to the applicable special purpose entity, PDC Funding or PDC Funding II, as payments on the customers’ financing contracts are collected by Patterson from customers. The difference between the carrying amount of the receivables sold under these programs and the sum of the cash and fair value of the DPP receivable received at time of transfer is recognized as a gain or loss on sale of the related receivables and recorded in net sales in the condensed consolidated statements of operations and other comprehensive income. Expenses incurred related to customer financing activities are recorded in operating expenses in our condensed consolidated statements of operations and other comprehensive income.
Historically, we maintained
two
arrangements under which we sell these contracts.
We operate under an agreement to sell our equipment finance contracts to commercial paper conduits with MUFG serving as the agent. We utilize PDC Funding to fulfill a requirement of participating in the commercial paper conduit. We receive the proceeds of the contracts upon sale to MUFG. At least
15.0
% of the proceeds are held by the conduit as security against eventual performance of the portfolio. This percentage can be greater and is based upon certain ratios defined in the agreement with MUFG. The capacity under the agreement with MUFG at July 29, 2023 was $
575,000
.
We formerly maintained an agreement with Fifth Third Bank ("Fifth Third") whereby Fifth Third purchased customers’ financing contracts. PDC Funding II sold its financing contracts to Fifth Third. We received the proceeds of the contracts upon sale to Fifth Third. At least
15.0
% of the proceeds were held by the conduit as security against eventual performance of the portfolio.
During the first quarter of fiscal 2024, Fifth Third sold and assigned the remaining purchased customer financing contracts to the facility in which MUFG is the agent. We transferred and assigned the related DPP receivable of $
15,400
from PDC Funding II to PDC Funding, and the DPP counterparty changed from Fifth Third to MUFG. We amended our agreement with MUFG as agent and expanded capacity under that agreement from $
525,000
to $
575,000
. We thereby ended our agreement with Fifth Third.
We service the financing contracts for which we are paid a servicing fee. The servicing fees we receive are considered adequate compensation for services rendered. Accordingly, no servicing asset or liability has been recorded.
During the three months ended July 29, 2023 and July 30, 2022, we sold $
83,873
and $
73,612
of contracts under these arrangements, respectively. In net sales in the condensed consolidated statements of operations and other comprehensive income, we recorded a loss of $
8,927
and a gain of $
988
during the three months ended July 29, 2023 and July 30, 2022, respectively, related to these contracts sold. Cash collections on financed receivables sold were $
66,678
and $
84,094
during the three months ended July 29, 2023 and July 30, 2022, respectively.
Included in cash and cash equivalents in the condensed consolidated balance sheets are $
24,905
and $
33,072
as of July 29, 2023 and April 29, 2023, respectively, which represent cash collected from previously sold customer financing contracts that have not yet been settled. Included in current receivables in the condensed consolidated
11
balance sheets are $
11,933
and $
77,646
as of July 29, 2023 and April 29, 2023, respectively, of finance contracts we have not yet sold. A total of $
577,518
of finance contracts receivable sold under the arrangements was outstanding at July 29, 2023. Since the internal financing program began in 1994, bad debt write-offs have amounted to less than
1
% of the loans originated.
The following rollforward summarizes the activity related to the DPP receivable:
| Three Months Ended | |||||||||||
| July 29, 2023 | July 30, 2022 | ||||||||||
| Beginning DPP receivable balance | $ |
|
$ |
|
|||||||
| Non-cash additions to DPP receivable |
|
|
|||||||||
| Collection of DPP receivable |
(
|
(
|
|||||||||
| Ending DPP receivable balance | $ |
|
$ |
|
|||||||
The arrangements require us to maintain a minimum current ratio and maximum leverage ratio. We were in compliance with those covenants at July 29, 2023.
Note 5.
Derivative Financial Instruments
We are a party to certain offsetting and identical interest rate cap agreements entered into to fulfill certain covenants of the equipment finance contract sale agreements. The interest rate cap agreements also provide a credit enhancement feature for the financing contracts sold by PDC Funding and PDC Funding II to the commercial paper conduit.
The interest rate cap agreements are canceled and new agreements are entered into periodically to maintain consistency with the dollar maximum of the sale agreements and the maturity of the underlying financing contracts. As of July 29, 2023, PDC Funding had purchased an interest rate cap from a bank with a notional amount of $
575,000
and a maturity date of July 2031. We sold an identical interest rate cap to the same bank.
As of July 29, 2023, PDC Funding had an interest rate cap from a bank with a notional amount of $
525,000
and PDC Funding II had an interest rate cap from a bank with a notional amount of $
100,000
. We sold identical interest rate caps to the same banks. Although canceled prior to fiscal quarter end, these derivatives were ultimately settled shortly after fiscal quarter end.
These interest rate cap agreements do not qualify for hedge accounting treatment and, accordingly, we record the fair value of the agreements as an asset or liability and the change in fair value as income or expense during the period in which the change occurs.
In January 2014, we entered into a forward interest rate swap agreement with a notional amount of $
250,000
and accounted for it as a cash flow hedge, in order to hedge interest rate fluctuations in anticipation of refinancing the
5.17
% senior notes due March 25, 2015. These notes were repaid on March 25, 2015 and replaced with new $
250,000
3.48
% senior notes due March 24, 2025. A cash payment of $
29,003
was made in March 2015 to settle the interest rate swap. This amount is recorded in other comprehensive income (loss), net of tax, and is recognized as interest expense over the life of the related debt.
We utilize forward interest rate swap agreements to hedge against interest rate fluctuations that impact the amount of net sales we record related to our customer financing contracts. These interest rate swap agreements do not qualify for hedge accounting treatment and, accordingly, we record the fair value of the agreements as an asset or liability and the change in fair value as income or expense during the period in which the change occurs.
As of April 29, 2023, the remaining notional amount for interest rate swap agreements was $
551,504
, with the latest maturity date in fiscal 2030. During the three months ended July 29, 2023, we entered into forward interest rate swap agreements with a notional amount of $
68,074
. As of July 29, 2023, the remaining notional amount for interest rate swap agreements was $
566,721
, with the latest maturity date in fiscal 2031.
Net cash receipts of $
3,653
were received and net cash payments of $
560
were made during the three months ended July 29, 2023 and July 30, 2022, respectively, to settle a portion of our assets and liabilities related to interest rate swap agreements. These payments and receipts are reflected as cash flows in the condensed consolidated statements of cash flows within net cash used in operating activities.
12
The following presents the fair value of derivative instruments included in the condensed consolidated balance sheets:
| Derivative type | Classification | July 29, 2023 | April 29, 2023 | |||||||||||
| Assets: | ||||||||||||||
| Interest rate contracts | Prepaid expenses and other current assets | $ |
|
$ |
|
|||||||||
| Interest rate contracts | Other non-current assets, net |
|
|
|||||||||||
| Total asset derivatives | $ |
|
$ |
|
||||||||||
| Liabilities: | ||||||||||||||
| Interest rate contracts | Other accrued liabilities | $ |
|
$ |
|
|||||||||
| Interest rate contracts | Other non-current liabilities |
|
|
|||||||||||
| Total liability derivatives | $ |
|
$ |
|
||||||||||
The following tables present the pre-tax effect of derivative instruments on the condensed consolidated statements of operations and other comprehensive income:
| Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Income (Effective Portion) | ||||||||||||||||||||
| Three Months Ended | ||||||||||||||||||||
| Derivatives in cash flow hedging relationships | Statements of operations location | July 29, 2023 | July 30, 2022 | |||||||||||||||||
| Interest rate contracts | Interest expense | $ |
(
|
$ |
(
|
|||||||||||||||
| Three Months Ended | ||||||||||||||||||||
| Derivatives not designated as hedging instruments | Statements of operations location | July 29, 2023 | July 30, 2022 | |||||||||||||||||
| Interest rate contracts | Other income, net | $ |
|
$ |
(
|
|||||||||||||||
There were
no
gains or losses recognized in other comprehensive income (loss) on cash flow hedging derivatives during the three months ended July 29, 2023 or July 30, 2022.
Note 6.
Fair Value Measurements
Fair value is the price at which an asset could be exchanged in a current transaction between knowledgeable, willing parties. The fair value hierarchy of measurements is categorized into one of three levels based on the lowest level of significant input used:
Level 1
- Quoted prices in active markets for identical assets and liabilities at the measurement date.
Level 2
- Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
Level 3
- Unobservable inputs for which there is little or no market data available. These inputs reflect management’s assumptions of what market participants would use in pricing the asset or liability.
13
| July 29, 2023 | |||||||||||||||||||||||
| Total | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||
| Assets: | |||||||||||||||||||||||
| Cash equivalents | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| DPP receivable - receivables securitization program |
|
|
|
|
|||||||||||||||||||
| DPP receivable - customer financing |
|
|
|
|
|||||||||||||||||||
| Derivative instruments |
|
|
|
|
|||||||||||||||||||
| Total assets | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Liabilities: | |||||||||||||||||||||||
| Derivative instruments | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| April 29, 2023 | |||||||||||||||||||||||
| Total | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||
| Assets: | |||||||||||||||||||||||
| Cash equivalents | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| DPP receivable - receivables securitization program |
|
|
|
|
|||||||||||||||||||
| DPP receivable - customer financing |
|
|
|
|
|||||||||||||||||||
| Derivative instruments |
|
|
|
|
|||||||||||||||||||
| Total assets | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Liabilities: | |||||||||||||||||||||||
| Derivative instruments | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
Cash equivalents
– We value cash equivalents at their current market rates. The carrying value of cash equivalents approximates fair value and maturities are less than three months.
DPP receivable - receivables securitization program
– We value this DPP receivable based on a discounted cash flow analysis using unobservable inputs, which include the estimated timing of payments and the credit quality of the underlying creditor. Significant changes in any of the significant unobservable inputs in isolation would not result in a materially different fair value estimate. The interrelationship between these inputs is insignificant.
DPP receivable - customer financing
– We value this DPP receivable based on a discounted cash flow analysis using unobservable inputs, which include a forward yield curve, the estimated timing of payments and the credit quality of the underlying creditor. Significant changes in any of the significant unobservable inputs in isolation would not result in a materially different fair value estimate. The interrelationship between these inputs is insignificant.
Derivative instruments
– Our derivative instruments consist of interest rate cap agreements and interest rate swaps. These instruments are valued using inputs such as interest rates and credit spreads.
Certain assets are measured at fair value on a non-recurring basis. These assets are not measured at fair value on an ongoing basis, but are subject to fair value adjustments under certain circumstances. We adjust the carrying value of our non-marketable equity securities to fair value when observable transactions of identical or similar securities occur, or due to an impairment.
We have an investment in Vetsource, a commercial partner and leading home delivery provider for veterinarians. The investment was valued based on the selling price of the portion of the investment we sold in the first quarter of fiscal 2022. The carrying value of the investment we owned following this sale was $
56,849
and $
56,849
as of July 29, 2023 and April 29, 2023, respectively. Concurrent with the sale completed in the first quarter of fiscal 2022, we obtained rights that will allow us, under certain circumstances, to require another shareholder of Vetsource to purchase our remaining shares. The carrying value of this put option, which is subject to a floor, as of July 29, 2023 is $
25,757
, and is reported within investments in our condensed consolidated balance sheets. Concurrent with obtaining this put option, we also granted rights to the same Vetsource shareholder that would allow such shareholder, under certain circumstances, to require us to sell our remaining shares at fair value. There were no fair value adjustments to such assets during the three months ended July 29, 2023.
14
Our debt is not measured at fair value in the condensed consolidated balance sheets. The estimated fair value of our debt as of July 29, 2023 and April 29, 2023 was $
481,296
and $
483,139
, respectively, as compared to a carrying value of $
486,603
and $
487,231
at July 29, 2023 and April 29, 2023, respectively. The fair value of debt was measured using a discounted cash flow analysis based on expected market based yields (i.e., Level 2 inputs).
The carrying amounts of receivables, net of allowances, accounts payable, and certain accrued and other current liabilities approximated fair value at July 29, 2023 and April 29, 2023.
Note 7.
Income Taxes
Note 8.
Technology Partner Innovations, LLC ("TPI")
Note 9.
Segment and Geographic Data
We present
three
reportable segments: Dental, Animal Health and Corporate. Dental and Animal Health are strategic business units that offer similar products and services to different customer bases. Dental provides a virtually complete range of consumable dental products, equipment, software, turnkey digital solutions and value-added services to dentists, dental laboratories, institutions, and other healthcare professionals throughout North America. Animal Health is a leading, full-line distributor in North America and the U.K. of animal health products, services and technologies to both the production-animal and companion-pet markets. Our Corporate segment is comprised of general and administrative expenses, including home office support costs in areas such as information technology, finance, legal, human resources and facilities. In addition, customer financing and other miscellaneous sales are reported within Corporate results. Corporate assets consist primarily of cash and cash equivalents, accounts receivable, property and equipment and long-term receivables. We evaluate segment performance based on operating income. The costs to operate the fulfillment centers are allocated to the operating units based on the through-put of the unit.
15
| Three Months Ended | |||||||||||
| July 29, 2023 | July 30, 2022 | ||||||||||
| Consolidated net sales | |||||||||||
| United States | $ |
|
$ |
|
|||||||
| United Kingdom |
|
|
|||||||||
| Canada |
|
|
|||||||||
| Total | $ |
|
$ |
|
|||||||
| Dental net sales | |||||||||||
| United States | $ |
|
$ |
|
|||||||
| Canada |
|
|
|||||||||
| Total | $ |
|
$ |
|
|||||||
| Animal Health net sales | |||||||||||
| United States | $ |
|
$ |
|
|||||||
| United Kingdom |
|
|
|||||||||
| Canada |
|
|
|||||||||
| Total | $ |
|
$ |
|
|||||||
| Corporate net sales | |||||||||||
| United States | $ |
(
|
$ |
|
|||||||
| Total | $ |
(
|
$ |
|
|||||||
16
The following table provides a breakdown of sales by categories of products and services:
| Three Months Ended | |||||||||||
| July 29, 2023 | July 30, 2022 | ||||||||||
| Consolidated net sales | |||||||||||
| Consumable | $ |
|
$ |
|
|||||||
| Equipment |
|
|
|||||||||
| Value-added services and other |
|
|
|||||||||
| Total | $ |
|
$ |
|
|||||||
| Dental net sales | |||||||||||
| Consumable | $ |
|
$ |
|
|||||||
| Equipment |
|
|
|||||||||
| Value-added services and other |
|
|
|||||||||
| Total | $ |
|
$ |
|
|||||||
| Animal Health net sales | |||||||||||
| Consumable | $ |
|
$ |
|
|||||||
| Equipment |
|
|
|||||||||
| Value-added services and other |
|
|
|||||||||
| Total | $ |
|
$ |
|
|||||||
| Corporate net sales | |||||||||||
| Value-added services and other | $ |
(
|
$ |
|
|||||||
| Total | $ |
(
|
$ |
|
|||||||
The following table provides a breakdown of operating income (loss) by reportable segment:
| Three Months Ended | |||||||||||
| July 29, 2023 | July 30, 2022 | ||||||||||
| Operating income (loss) | |||||||||||
| Dental | $ |
|
$ |
|
|||||||
| Animal Health |
|
|
|||||||||
| Corporate |
(
|
(
|
|||||||||
| Total | $ |
|
$ |
|
|||||||
The following table provides a breakdown of total assets by reportable segment:
| July 29, 2023 | April 29, 2023 | ||||||||||
| Total assets | |||||||||||
| Dental | $ |
|
$ |
|
|||||||
| Animal Health |
|
|
|||||||||
| Corporate |
|
|
|||||||||
| Total | $ |
|
$ |
|
|||||||
Note 10.
Accumulated Other Comprehensive Loss ("AOCL")
17
|
Cash Flow
Hedges
|
Currency
Translation Adjustment |
Total | |||||||||||||||
| AOCL at April 29, 2023 | $ |
(
|
$ |
(
|
$ |
(
|
|||||||||||
| Other comprehensive income before reclassifications |
|
|
|
||||||||||||||
| Amounts reclassified from AOCL |
|
|
|
||||||||||||||
| AOCL at July 29, 2023 | $ |
(
|
$ |
(
|
$ |
(
|
|||||||||||
Note 11.
Legal Proceedings
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
The U.S. Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements to encourage companies to provide prospective information, so long as those statements are identified as forward-looking and are accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those disclosed in the statement.
This Form 10-Q contains certain “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, including statements regarding future financial performance, and the objectives and expectations of management. Forward-looking statements often include words such as “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “seeks” or words of similar meaning, or future or conditional verbs, such as “will,” “should,” “could” or “may.” Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions.
Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not place undue reliance on any of these forward-looking statements.
Any number of factors could affect our actual results and cause such results to differ materially from those contemplated by any forward-looking statements, including, but not limited to, the following: wide-spread public health concerns as we experienced, and may continue to experience, with the COVID-19 pandemic; our dependence on suppliers to manufacture and supply substantially all of the products we sell; potential disruption of distribution capabilities, including service issues with third-party shippers; our dependence on relationships with sales representatives and service technicians to retain customers and develop business; adverse changes in supplier rebates or other purchasing incentives; risks of selling private label products, including the risk of adversely
18
affecting our relationships with suppliers; the risk of technological and market obsolescence for the products we sell; the risk of failing to innovate and develop new and enhanced software and e-services products; our dependence on positive perceptions of Patterson’s reputation; risks associated with illicit human use of pharmaceutical products we distribute; risks inherent in acquiring and disposing of assets or other businesses and risks inherent in integrating acquired businesses; turnover or loss of key personnel or highly skilled employees; risks associated with information systems, software products and cyber-security attacks; risks related to climate change; our ability to comply with restrictive covenants and other limits in our credit agreement; the risk that our governing documents and Minnesota law may discourage takeovers and business combinations; the effects of the highly competitive dental and animal health supply markets in which we compete; the effects of consolidation within the dental and animal health supply markets; exposure to the risks of the animal production business, including changing consumer demand, the cyclical livestock market, weather conditions, the availability of natural resources and other factors outside our control, and the risks of the companion animal business, including the possibility of disease adversely affecting the pet population; exposure to the risks of the health care industry, including changes in demand due to political, economic and regulatory influences and other factors outside our control; increases in over-the-counter sales and e-commerce options; risks from the formation or expansion of GPOs, provider networks and buying groups that may place us at a competitive disadvantage; risks of litigation and government inquiries and investigations, including the diversion of management’s attention, the cost of defending against such actions, the possibility of damage awards or settlements, fines or penalties, or equitable remedies (including but not limited to the revocation of or non-renewal of licenses) and inherent uncertainty; failure to comply with health care fraud or other laws and regulations; change and uncertainty in the health care industry; failure to comply with existing or future U.S. or foreign laws and regulations including those governing the distribution of pharmaceuticals and controlled substances; failure to comply with evolving data privacy laws and regulations; tax legislation; risks inherent in international operations, including currency fluctuations; and uncertain macro-economic conditions, including inflationary pressures.
The order in which these factors appear should not be construed to indicate their relative importance or priority.
We caution that these factors may not be exhaustive, accordingly, any forward-looking statements contained herein should not be relied upon as a prediction of actual results.
You should carefully consider these and other relevant factors, including those risk factors in Part I, Item 1A (“Risk Factors”) in our most recent Form 10-K, and information which may be contained in our other filings with the U.S. Securities and Exchange Commission, or SEC, when reviewing any forward-looking statement.
Investors should understand it is impossible to predict or identify all such factors or risks. As such, you should not consider the foregoing list, or the risks identified in our SEC filings, to be a complete discussion of all potential risks or uncertainties.
Any forward-looking statement made in this Form 10-Q is based only on information currently available to us and speaks only as of the date on which it is made. We do not undertake any obligation to release publicly any revisions to any forward-looking statements whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.
OVERVIEW
Our financial information for the first three months of fiscal 2024 is summarized in this Management’s Discussion and Analysis and the Condensed Consolidated Financial Statements and related Notes. The following background is provided to readers to assist in the review of our financial information.
We present three reportable segments: Dental, Animal Health and Corporate. Dental and Animal Health are strategic business units that offer similar products and services to different customer bases. Dental provides a virtually complete range of consumable dental products, equipment, turnkey digital solutions and value-added services to dentists and dental laboratories throughout North America. Animal Health is a leading, full-line distributor in North America and the U.K. of animal health products, services and technologies to both the production-animal and companion-pet markets. Our Corporate segment is comprised of general and administrative expenses, including home office support costs in areas such as information technology, finance, legal, human resources and facilities. In addition, customer financing and other miscellaneous sales are reported within Corporate results.
Operating margins of the animal health business are lower than the dental business. While operating expenses run at a lower rate in the animal health business when compared to the dental business, gross margins in the animal health business are lower due generally to the low margins experienced on the sale of pharmaceutical products.
19
We operate with a 52-53 week accounting convention with our fiscal year ending on the last Saturday in April. The first quarter of fiscal 2024 and 2023 represents the 13 weeks ended July 29, 2023 and July 30, 2022, respectively. Fiscal 2024 will include 52 weeks and fiscal 2023 included 52 weeks.
We believe there are several important aspects of our business that are useful in analyzing it, including: (1) growth in the various markets in which we operate; (2) internal growth; (3) growth through acquisition; and (4) continued focus on controlling costs and enhancing efficiency. Management defines internal growth as net sales adjusted to exclude the impact of foreign currency, contributions from recent acquisitions and differences in the number of weeks in fiscal periods. Foreign currency impact represents the difference in results that is attributable to fluctuations in currency exchange rates the company uses to convert results for all foreign entities where the functional currency is not the U.S. dollar. The company calculates the impact as the difference between the current period results translated using the current period currency exchange rates and using the comparable prior period’s currency exchange rates. The company believes the disclosure of net sales changes in constant currency provides useful supplementary information to investors in light of fluctuations in currency rates.
FACTORS AFFECTING OUR RESULTS
Macro-economic Conditions.
We are impacted by various conditions that create uncertainty in our macro-economic environment. Rising interest rates increased the interest expense on variable rate indebtedness. Cost inflation increases certain operating costs, and Patterson has implemented price increases in response; however, cost inflation did not materially impact our net results of operations in the first quarter of fiscal 2024. We continue to monitor recovery from the disruption of the COVID-19 pandemic. The deflationary impacts on PPE have softened as the supply chain and demand for PPE stabilized.
Receivables Securitization Program.
We are a party to certain receivables purchase agreements with MUFG Bank, Ltd. ("MUFG"), under which MUFG acts as an agent to facilitate the sale of certain Patterson receivables (the “Receivables”) to certain unaffiliated financial institutions (the “Purchasers”). The proceeds from the sale of these Receivables comprise a combination of cash and a deferred purchase price (“DPP”) receivable. The DPP receivable is ultimately realized by Patterson following the collection of the underlying Receivables sold to the Purchasers. The collection of the DPP receivable is recognized as an increase to net cash provided by investing activities within the condensed consolidated statements of cash flows, with a corresponding reduction to net cash used in operating activities within the condensed consolidated statements of cash flows.
RESULTS OF OPERATIONS
QUARTER ENDED JULY 29, 2023 COMPARED TO QUARTER ENDED JULY 30, 2022
The following table summarizes our results as a percent of net sales:
| Three Months Ended | |||||||||||
| July 29, 2023 | July 30, 2022 | ||||||||||
| Net sales | 100.0 | % | 100.0 | % | |||||||
| Cost of sales | 79.8 | 79.5 | |||||||||
| Gross profit | 20.2 | 20.5 | |||||||||
| Operating expenses | 17.8 | 18.2 | |||||||||
| Operating income | 2.4 | 2.3 | |||||||||
| Other income (expense) | 0.2 | (0.3) | |||||||||
| Income before taxes | 2.6 | 2.0 | |||||||||
| Income tax expense | 0.6 | 0.4 | |||||||||
| Net income | 2.0 | 1.6 | |||||||||
| Net loss attributable to noncontrolling interests | — | — | |||||||||
| Net income attributable to Patterson Companies, Inc. | 2.0 | % | 1.6 | % | |||||||
Net Sales
. Consolidated net sales for the three months ended July 29, 2023 were $1,576.7 million, an increase of 3.5% from $1,523.3 million for the three months ended July 30, 2022. Foreign exchange rate changes had a favorable impact of 0.2% on current quarter sales.
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Dental segment sales for the three months ended July 29, 2023 were $567.3 million, an increase of 1.7% from $557.9 million for the three months ended July 30, 2022. Foreign exchange rate changes had an unfavorable impact of 0.4% on current quarter sales. Current quarter sales of consumables increased 4.2%, sales of equipment decreased 6.1%, and sales of value-added services and other increased 5.6%. Consumables growth was due to strong growth of non-PPE product categories, offset by declines in PPE products due to price declines compared to the prior year. The decrease in the sales of equipment was impacted by timing as equipment sales ended fiscal 2023 with strong volume.
Animal Health segment sales for the three months ended July 29, 2023 were $1,011.0 million, an increase of 5.3% from $960.4 million for the three months ended July 30, 2022. Acquisitions contributed 0.8% and foreign exchange rate changes had a favorable impact of 0.5% on current quarter sales. Both Production Animal and Companion Animal grew sales in the first quarter of fiscal 2024 as compared to the prior year quarter.
Gross Profit
. The consolidated gross profit margin rate for the three months ended July 29, 2023 decreased 30 basis points to 20.2%. The decrease was driven by our Corporate segment due to the unfavorable impact of interest rate changes on our customer financing portfolio. This interest rate impact was partially offset by a gain on associated interest rate swap agreements, which is reflected in other income, net in our condensed consolidated statements of operations and other comprehensive income.
Operating Expenses.
Consolidated operating expenses for the three months ended July 29, 2023 were $280.8 million, a 1.3% increase from the prior year quarter of $277.3 million. The consolidated operating expense ratio of 17.8% decreased 40 basis points from the prior year quarter, which was driven by operational efficiencies, partially offset by increases to support sales growth during the three months ended July 29, 2023.
Operating Income.
For the three months ended July 29, 2023, operating income was $38.2 million, or 2.4% of net sales, as compared to $34.8 million, or 2.3% of net sales for the three months ended July 30, 2022. The increase in operating income is primarily due to sales growth and operational efficiencies within operating expenses.
Dental segment operating income was $38.7 million and $36.9 million for the three months ended July 29, 2023 and July 30, 2022, respectively. The increase in operating income is primarily due to sales growth in consumables and value added services, gross margin expansion, and operational efficiencies within operating expenses.
Animal Health segment operating income was $29.7 million and $21.9 million for the three months ended July 29, 2023, and July 30, 2022, respectively. The increase in operating income is primarily due to sales growth across both production animal and companion animal, gross margin expansion, and operational efficiencies within operating expenses.
Corporate segment operating loss was $30.1 million and $23.9 million for the three months ended July 29, 2023 and July 30, 2022, respectively. The change was primarily driven by lower customer financing-related net sales.
Other Income (Expense).
Net other income reflected income of $2.4 million and expense of $3.8 million for the three months ended July 29, 2023 and July 30, 2022, respectively. The change was primarily due to a gain on interest rate swaps, partially offset by higher interest expense driven by larger interest rate increases during the three months ended July 29, 2023 compared to the prior year quarter.
Income Tax Expense
. The effective income tax rate for the three months ended July 29, 2023 was 23.3%, compared to 21.9% for the three months ended July 30, 2022. The increase in the rate was primarily due to larger excess tax benefits in the prior year and a geographical shift in earnings.
Net Income Attributable to Patterson Companies, Inc. and Earnings Per Share.
Net income attributable to Patterson Companies, Inc. for the three months ended July 29, 2023 was $31.2 million, compared to $24.6 million for the three months ended July 30, 2022. Earnings per diluted share were $0.32 in the current quarter compared to $0.25 in the prior year quarter. Weighted average diluted shares outstanding in the current quarter were 96.2 million, compared to 97.8 million in the prior year quarter. The current quarter and prior year quarter cash dividend declared was $0.26 per common share.
LIQUIDITY AND CAPITAL RESOURCES
Net cash used in operating activities was $253.4 million and $302.5 million for the three months ended July 29, 2023 and July 30, 2022, respectively. Net cash used in operating activities for the three months ended July 29, 2023 was primarily driven by the impact of our Receivables Securitization Program and an increase in working capital.
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Net cash provided by investing activities was $223.8 million and $238.4 million for the three months ended July 29, 2023 and July 30, 2022, respectively. Collections of DPP receivables were $242.0 million and $252.9 million for the three months ended July 29, 2023 and July 30, 2022, respectively. Capital expenditures were $17.1 million and $14.6 million during the three months ended July 29, 2023 and July 30, 2022, respectively. We expect to use a total of approximately $71.0 million for capital expenditures in fiscal 2024. During the three months ended July 29, 2023, we used $1.1 million to pay a holdback following the acquisition of substantially all of the assets of Miller Vet Holdings, LLC, which was due on the 24 month anniversary of the closing date.
Net cash used by financing activities for the three months ended July 29, 2023 was $23.1 million, driven by $29.5 million for share repurchases and $25.4 million for dividend payments, partially offset by $31.0 million attributed to draws on our revolving line of credit. Net cash provided by financing activities for the three months ended July 30, 2022 was $73.4 million, driven primarily by $116.0 million attributed to draws on our revolving line of credit, partially offset by dividend payments of $25.4 million and share repurchases of $15 million.
In fiscal 2021, we entered into an amendment, restatement and consolidation of certain credit agreements with various lenders, including MUFG Bank, Ltd, as administrative agent. This amended and restated credit agreement (the “Credit Agreement”) consisted of a $700.0 million revolving credit facility and a $300.0 million term loan facility, and was set to mature no later than February 2024.
In the second quarter of fiscal 2023, we amended and restated the Credit Agreement (the “Amended Credit Agreement”). The Amended Credit Agreement consists of a $700.0 million revolving credit facility and a $300.0 million term loan facility, and will mature no later than October 2027. We used the Amended Credit Agreement facilities to refinance and consolidate the Credit Agreement, and pay the fees and expenses incurred therewith. We expect to use the Amended Credit Agreement to finance our ongoing working capital needs and for other general corporate purposes.
As of July 29, 2023, $297.8 million was outstanding under the Amended Credit Agreement term loan at an interest rate of 6.42%, and $76.0 million was outstanding under the Amended Credit Agreement revolving credit facility at an interest rate of 6.24%. As of April 29, 2023, $298.5 million was outstanding under the Credit Agreement term loan at an interest rate of 6.08%, and $45.0 million was outstanding under the Credit Agreement revolving credit facility at an interest rate of 5.93%.
We expect the collection of deferred purchase price receivables, existing cash balances and credit availability under existing debt facilities, less our funds used in operations, will be sufficient to meet our working capital needs and to finance our business over the remainder of fiscal 2024.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
See Note 1 to the Condensed Consolidated Financial Statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes in our exposure to market risk from that disclosed in Item 7A in our 2023 Annual Report on Form 10-K filed June 21, 2023.
ITEM 4. CONTROLS AND PROCEDURES
Under the supervision and with the participation of our management, including our President and Chief Executive Officer ("CEO") and our Chief Financial Officer ("CFO"), management evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of July 29, 2023. Based upon their evaluation of these disclosure controls and procedures, the CEO and CFO concluded that the disclosure controls and procedures were effective as of July 29, 2023.
There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended July 29, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II—OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From time to time, we become involved in lawsuits, administrative proceedings, government subpoenas, and government investigations (which may, in some cases, involve our entering into settlement agreements or consent decrees), relating to antitrust, commercial, environmental, product liability, intellectual property, regulatory, employment discrimination, securities, and other matters, including matters arising out of the ordinary course of business. The results of any such proceedings cannot be predicted with certainty because such matters are inherently uncertain. Significant damages or penalties may be sought in some matters, and some matters may require years to resolve. We also may be subject to fines or penalties, and equitable remedies (including but not limited to the suspension, revocation or non-renewal of licenses). We accrue for these matters when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Adverse outcomes may result in significant monetary damages or injunctive relief against us that could adversely affect our ability to conduct our business. There also exists the possibility of a material adverse effect on our financial statements for the period in which the effect of an unfavorable outcome becomes probable and reasonably estimable.
ITEM 1A. RISK FACTORS
There have been no material changes to the risk factors disclosed in Part I, Item 1A, “Risk Factors” in our 2023 Annual Report on Form 10-K for the fiscal year ended April 29, 2023.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Purchases of Equity Securities by the Issuer
On March 16, 2021, the Board of Directors authorized a $500 million share repurchase program through March 16, 2024. As of July 29, 2023 there was $380 million remaining under the stock repurchase program.
The following table presents activity under the stock repurchase program during the first quarter of fiscal 2024.
|
Total
Number of Shares Purchased |
Average
Price Paid per Share |
Total Number of
Shares Purchased as Part of Publicly Announced Plans or Programs |
Maximum
Dollar Value of Shares That May Yet Be Purchased Under the Plan |
||||||||||||||||||||
| April 30, 2023 to May 27, 2023 | 949,275 | $ | 26.66 | 949,275 | $ | 384,197,834 | |||||||||||||||||
| May 28, 2023 to June 24, 2023 | 160,055 | 26.23 | 160,055 | 380,000,012 | |||||||||||||||||||
| June 25, 2023 to July 29, 2023 | — | — | — | 380,000,012 | |||||||||||||||||||
| 1,109,330 | $ | 26.60 | 1,109,330 | $ | 380,000,012 | ||||||||||||||||||
Our Credit Agreement permits us to declare and pay dividends, and repurchase shares, provided that no default or unmatured default exists and that we are in compliance with applicable financial covenants.
ITEM 5. OTHER INFORMATION
Insider Trading Arrangements
A significant portion of the compensation of our executive officers is delivered in the form of equity awards, including restricted stock units, performance units and non-qualified stock options. All of these awards contain vesting requirements related to service, with performance units also requiring satisfaction of certain performance criteria to obtain a payout. This compensation design is intended to align executive compensation with the performance experienced by our shareholders. Following delivery of shares of our common stock under such equity awards, once any applicable service- or performance-based vesting standards have been satisfied, our executive officers from time to time engage in the open-market sale of some of those shares for diversification or other personal reasons. Our executive officers may also engage from time to time in other transactions involving our securities.
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Transactions in our securities by our directors and officers are required to be made in accordance with our Securities Trading and Information Disclosure Policy (our “Insider Trading Policy”), which, among other things, requires that the transactions be in accordance with applicable U.S. federal securities laws that prohibit trading while in possession of material nonpublic information. Rule 10b5-1 under the Exchange Act provides an affirmative defense that enables directors and officers to prearrange transactions in the company’s securities in a manner that avoids concerns about initiating transactions while in possession of material nonpublic information. Our Insider Trading Policy permits our directors and officers to enter into trading plans designed to comply with Rule 10b5-1.
The following table describes the contracts, instructions or written plans for the purchase or sale of company securities adopted by our directors and officers (as defined in Rule 16a-1(f) of the Exchange Act) during the three months ended July 29, 2023, that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).
The plans are only executed when the stock price reaches a required minimum. In addition, the persons identified in the table below are required to maintain an ownership of the company’s common stock with a value equal to at least a multiple of their annual base salary (5x annual salary for our Chief Executive Officer and 3x annual salary for all direct reports to our Chief Executive Officer) or their annual cash retainer (5x annual cash retainer for non-employee directors).
| Name and Title | Date of Adoption of Trading Plan | Scheduled Expiration Date of Trading Plan* | Aggregate Number of Securities to be Purchased or Sold | |||||||||||||||||
|
|
|
July 31, 2024 |
Sale of up to
|
|||||||||||||||||
* The plan duration is until the date listed, or such earlier date upon (a) the completion of all trades under the plan, (b) the expiration of the orders relating to such trades without execution, or (c) the occurrence of such other termination event as specified in the plan.
During the three months ended July 29, 2023, none of the company’s directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) modified or
terminated a Rule 10b5-1 trading arrangement
, and none of the company’s directors or officers (as defined in Rule 16a-1(f) of the Exchange Act)
adopted
, modified or
terminated a non-Rule 10b5-1 trading arrangement
(as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933, as amended).
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ITEM 6. EXHIBITS
|
Exhibit
No.
|
Exhibit Description | |||||||
| 10.1 | ||||||||
| 10.2 | ||||||||
| 10.3 | ||||||||
| 31.1 | ||||||||
| 31.2 | ||||||||
| 32.1 | ||||||||
| 32.2 | ||||||||
| 101 | (Filed Electronically) The following financial information from our Quarterly Report on Form 10-Q for the period ended July 29, 2023, formatted in Inline XBRL (Extensible Business Reporting Language): (i) the condensed consolidated balance sheets, (ii) the condensed consolidated statements of operations and other comprehensive income, (iii) the condensed consolidated statements of changes in stockholders’ equity, (iv) the condensed consolidated statements of cash flows and (v) the notes to the condensed consolidated financial statements.(*) | |||||||
| 104 | (Filed Electronically) The cover page from our Quarterly Report on Form 10-Q for the period ended July 29, 2023 is formatted in Inline XBRL (Extensible Business Reporting Language).(*) | |||||||
(*) The Inline XBRL related information in Exhibits 101 and 104 to this Quarterly Report on Form 10-Q shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.
All other items under Part II have been omitted because they are inapplicable or the answers are negative, or were previously reported in the 2023 Annual Report on Form 10-K filed June 21, 2023.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| PATTERSON COMPANIES, INC. | |||||||||||
| (Registrant) | |||||||||||
| Dated: August 30, 2023 | By: | /s/ Kevin M. Barry | |||||||||
| Kevin M. Barry | |||||||||||
| Chief Financial Officer | |||||||||||
| (Principal Financial Officer and Principal Accounting Officer) | |||||||||||
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TABLE OF CONTENTS
Part I Financial InformationprintItem 1. Financial StatementsprintNote 1. GeneralprintNote 2. AcquisitionsprintNote 3. Receivables Securitization ProgramprintNote 4. Customer FinancingprintNote 5. Derivative Financial InstrumentsprintNote 6. Fair Value MeasurementsprintNote 7. Income TaxesprintNote 8. Technology Partner Innovations, Llc ("tpi")printNote 9. Segment and Geographic DataprintNote 10. Accumulated Other Comprehensive Loss ("aocl")printNote 11. Legal ProceedingsprintItem 2. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsprintItem 3. Quantitative and Qualitative Disclosures About Market RiskprintItem 4. Controls and ProceduresprintPart II Other InformationprintItem 1. Legal ProceedingsprintItem 1A. Risk FactorsprintItem 2. Unregistered Sales Of Equity Securities and Use Of ProceedsprintItem 5. Other InformationprintItem 6. Exhibitsprint