UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE QUARTERLY PERIOD ENDED JANUARY 29, 2005.
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
Commission File No. 0-20572
PATTERSON COMPANIES, INC.
(Exact name of registrant as specified in its charter)
| Minnesota | 41-0886515 | |
| (State of incorporation) | (I.R.S. Employer Identification No.) |
1031 Mendota Heights Road, St. Paul, Minnesota 55120
(Address of principal executive offices, including zip code)
(651) 686-1600
(Registrants telephone number, including area code)
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 at least the past 90 days. x Yes ¨ No
Indicate by check mark whether the registrant is an accelerated filer (as defined in rule 12b-2 of the Exchange Act.) x Yes ¨ No
Patterson Companies, Inc. has outstanding 137,412,244 shares of common stock as of March 7, 2005.
INDEX
| Page | ||||||
| PART I - FINANCIAL INFORMATION | ||||||
| Item 1 - Financial Statements (Unaudited) | 3-10 | |||||
| Condensed Consolidated Balance Sheets as of January 29, 2005 and April 24, 2004 |
3 | |||||
| 4 | ||||||
| 5 | ||||||
| 6-11 | ||||||
| Item 2 - Managements Discussion and Analysis of Financial Condition and Results of Operations | 12-17 | |||||
| Item 3 - Quantitative and Qualitative Disclosures About Market Risk | 17 | |||||
| Item 4 - Controls and Procedures | 18 | |||||
| PART II - OTHER INFORMATION | ||||||
| Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds | 19 | |||||
| Item 6 - Exhibits | 19 | |||||
| Signatures | 20 | |||||
| Exhibit Index | 21 | |||||
Safe Harbor Statement Under The Private Securities Litigation Reform Act Of 1995:
This Form 10-Q for the period ended January 29, 2005, contains certain forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, which may be identified by the use of forward-looking terminology such as may, will, expect, anticipate, estimate, believe, goal, or continue, or comparable terminology that involves risks and uncertainties that are qualified in their entirety by cautionary language set forth in the Companys Form 10-K report filed July 8, 2004 and other documents previously filed with the Securities and Exchange Commission. See also page 16 of this Report on Form 10-Q, Factors That May Affect Future Operating Results.
2
PART I - FINANCIAL INFORMATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
| January 29, 2005 |
April 24, 2004 |
|||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets: |
||||||||
| Cash and cash equivalents |
$ | 329,343 | $ | 287,160 | ||||
| Short-term investments |
12,225 | 8,018 | ||||||
| Receivables, net |
296,021 | 285,249 | ||||||
| Inventory |
199,885 | 173,022 | ||||||
| Prepaid expenses and other current assets |
29,063 | 24,694 | ||||||
| Total current assets |
866,537 | 778,143 | ||||||
| Property and equipment, net |
91,742 | 77,233 | ||||||
| Long-term receivables, net |
32,066 | 25,840 | ||||||
| Goodwill |
632,251 | 601,194 | ||||||
| Identifiable intangibles, net |
116,284 | 97,023 | ||||||
| Other |
9,099 | 9,524 | ||||||
| Total assets |
$ | 1,747,979 | $ | 1,588,957 | ||||
| LIABILITIES AND STOCKHOLDERS EQUITY | ||||||||
| Current liabilities: |
||||||||
| Accounts payable |
$ | 180,073 | $ | 149,528 | ||||
| Accrued payroll expense |
36,368 | 30,796 | ||||||
| Other accrued expenses |
79,883 | 61,409 | ||||||
| Income taxes payable |
14,025 | 1,924 | ||||||
| Current maturities of long-term debt |
20,031 | 20,031 | ||||||
| Total current liabilities |
330,380 | 263,688 | ||||||
| Long-term debt |
411,534 | 479,556 | ||||||
| Deferred taxes |
48,881 | 43,955 | ||||||
| Total liabilities |
790,795 | 787,199 | ||||||
| STOCKHOLDERS EQUITY | ||||||||
| Common stock |
1,377 | 685 | ||||||
| Additional paid-in capital |
117,169 | 100,995 | ||||||
| Accumulated other comprehensive income |
8,917 | 2,901 | ||||||
| Retained earnings |
851,587 | 718,818 | ||||||
| Notes receivable from ESOP |
(21,866 | ) | (21,641 | ) | ||||
| Total stockholders equity |
957,184 | 801,758 | ||||||
| Total liabilities and stockholders equity |
$ | 1,747,979 | $ | 1,588,957 | ||||
See accompanying notes.
3
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)
(Unaudited)
| Three Months Ended |
Nine Months Ended |
|||||||||||||||
| January 29, 2005 |
January 24, 2004 |
January 29, 2005 |
January 24, 2004 |
|||||||||||||
| Net sales |
$ | 638,005 | $ | 521,218 | $ | 1,794,185 | $ | 1,431,990 | ||||||||
| Cost of sales |
410,677 | 330,345 | 1,158,261 | 930,214 | ||||||||||||
| Gross margin |
227,328 | 190,873 | 635,924 | 501,776 | ||||||||||||
| Operating expenses |
145,549 | 123,882 | 416,484 | 333,498 | ||||||||||||
| Operating income |
81,779 | 66,991 | 219,440 | 168,278 | ||||||||||||
| Other income and (expense): |
||||||||||||||||
| Finance income, net |
1,533 | 1,500 | 4,034 | 4,763 | ||||||||||||
| Interest expense |
(3,303 | ) | (4,317 | ) | (10,852 | ) | (6,238 | ) | ||||||||
| Gain on currency exchange |
89 | 27 | 577 | 405 | ||||||||||||
| Income before taxes |
80,098 | 64,201 | 213,199 | 167,208 | ||||||||||||
| Income taxes |
29,961 | 24,140 | 79,743 | 62,868 | ||||||||||||
| Net income |
$ | 50,137 | $ | 40,061 | $ | 133,456 | $ | 104,340 | ||||||||
| Earnings per share: |
||||||||||||||||
| Basic |
$ | 0.37 | $ | 0.29 | $ | 0.98 | $ | 0.77 | ||||||||
| Diluted |
$ | 0.36 | $ | 0.29 | $ | 0.96 | $ | 0.76 | ||||||||
| Weighted average common shares: |
||||||||||||||||
| Basic |
136,924 | 135,988 | 136,728 | 135,826 | ||||||||||||
| Diluted |
138,960 | 138,170 | 138,788 | 137,576 | ||||||||||||
See accompanying notes.
4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
| Nine Months Ended |
||||||||
| January 29, 2005 |
January 24, 2004 |
|||||||
| Operating activities: |
||||||||
| Net income |
$ | 133,456 | $ | 104,340 | ||||
| Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
| Depreciation |
10,960 | 9,007 | ||||||
| Amortization of intangibles |
9,279 | 4,307 | ||||||
| Bad debt expense |
1,128 | 1,803 | ||||||
| Change in assets and liabilities, net of acquired |
36,454 | (26,106 | ) | |||||
| Net cash provided by operating activities |
191,277 | 93,351 | ||||||
| Investing activities: |
||||||||
| Additions to property and equipment, net |
(22,590 | ) | (11,290 | ) | ||||
| Acquisitions, net |
(72,855 | ) | (581,782 | ) | ||||
| (Purchase) sale of short-term investments, net |
(4,207 | ) | 14,731 | |||||
| Net cash used in investing activities |
(99,652 | ) | (578,341 | ) | ||||
| Financing activities: |
||||||||
| Payments and retirement of long-term debt and obligations under capital leases |
(65,586 | ) | (3,870 | ) | ||||
| Proceeds from debt |
| 498,750 | ||||||
| Common stock issued, net |
13,179 | 7,879 | ||||||
| Net cash (used in) provided by financing activities |
(52,407 | ) | 502,759 | |||||
| Effect of exchange rate changes on cash |
2,965 | 2,066 | ||||||
| Net increase in cash and cash equivalents |
42,183 | 19,835 | ||||||
| Cash and cash equivalents at beginning of period |
287,160 | 195,182 | ||||||
| Cash and cash equivalents at end of period |
$ | 329,343 | $ | 215,107 | ||||
See accompanying notes.
5
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
(Unaudited)
January 29, 2005
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 the Company as of January 29, 2005 and the results of operations and the cash flows for the periods ended January 29, 2005 and January 24, 2004. Such adjustments are of a normal recurring nature. The results of operations for the periods ended January 29, 2005 and January 24, 2004, are not necessarily indicative of the results to be expected for the full year. These financial statements should be read in conjunction with the financial statements included in the 2004 Annual Report on Form 10-K filed on July 8, 2004.
The condensed consolidated financial statements of Patterson Companies, Inc. include the assets and liabilities of PDC Funding Company, LLC, a wholly owned subsidiary and a separate legal entity under Minnesota law. The assets of PDC Funding Company, LLC, would be available first and foremost to satisfy the claims of its creditors. There are no known creditors of PDC Funding Company, LLC.
Fiscal Year End
The fiscal year end of the Company is the last Saturday in April. The third quarter of fiscal 2005 and 2004 represent the 13 weeks ended January 29, 2005 and January 24, 2004, respectively. Because of the Companys long established practice of using a 52/53-week fiscal year convention, the first nine months of fiscal 2005 include 40 weeks while the first nine months of fiscal 2004 include 39 weeks.
Stock Split
In October 2004, the Companys stock was split two-for-one in the form of a 100% stock dividend. All prior share and per share amounts have been restated to reflect the stock split.
Reclassifications
Certain amounts previously reported have been reclassified to conform to the current presentation.
Comprehensive Income
Total comprehensive income was $49,887 and $139,472 for the three and nine months ended January 29, 2005, respectively, and $40,951 and $109,370 for the three and nine months ended January 24, 2004, respectively. Other than net income, comprehensive income includes foreign currency translation effects and unrealized gains and losses on cash flow hedging instruments.
6
Stock-Based Compensation
The Company has adopted the disclosure requirements of SFAS No. 148, Accounting for Stock-Based Compensation-Transition and Disclosure, an amendment of FASB Statement 123. The Company has chosen to continue with its current practice of applying the recognition and measurement principles of APB No. 25 Accounting for Stock Issued to Employees. This method defines the Companys cost as the excess of the stocks market value at the time of the grant over the amount that the employee is required to pay. In accordance with APB Opinion No. 25, no compensation expense was recognized for the stock based plans for the quarters ended January 29, 2005 and January 24, 2004, as the price paid was not less than 100 percent of fair market value.
The following table illustrates the effect on net earnings and net earnings per share if the Company had applied the fair value recognition provisions of SFAS No. 123, Accounting for Stock Based Compensation to stock-based employee compensation:
| Three Months Ended |
Nine Months Ended | |||||||||||
| January 29, 2005 |
January 24, 2004 |
January 29, 2005 |
January 24, 2004 | |||||||||
| Net income, as reported |
$ | 50,137 | $ | 40,061 | $ | 133,456 | $ | 104,340 | ||||
| Deduct: total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effect |
636 | 522 | 1,716 | 1,524 | ||||||||
| Pro forma net earnings |
$ | 49,501 | $ | 39,539 | $ | 131,740 | $ | 102,816 | ||||
| Earnings per sharebasic: |
||||||||||||
| As reported |
$ | 0.37 | $ | 0.29 | $ | 0.98 | $ | 0.77 | ||||